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

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others, those of FERC, CFIUS, the Antitrust Division, the FCC and the Federal Trade Commission, or 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 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 (as the parent company 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.

        There is no certainty, nor can Fortis provide any assurance, that it will reach a binding agreement with one or more minority investors to complete the minority investment prior to closing, or at all, nor can Fortis predict the terms (including price) or size of any such minority investment, if made. The minority investment is limited to a maximum of 19.9% of the issued and outstanding common stock of ITC, as agreed to in the merger agreement. In connection with the minority investment, certain customary rights may be granted to minority investors that could restrict the ability of Fortis to operate the ITC business as it might have in the absence of such rights.

        The merger is not conditioned upon Fortis securing one or more minority investors or any minimum minority investment and, as such, 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 it has secured one or more minority investors. In addition, the merger agreement, the Equity Bridge Facilities and the Debt Bridge Facility (each as defined in section entitled "Proposal 1: The Merger—Financing for the Merger—Merger Credit Facilities" on page [ · ] of this proxy statement/prospectus) impose certain restrictions on the minority investors and timing for completing the minority investment which may make it more difficult for Fortis to complete the minority investment prior to closing. Consummation of the merger without completion of the minority investment could increase the

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consolidated indebtedness of Fortis and may contribute to the downgrade of Fortis' credit ratings at the time of closing. In addition, a failure to complete the minority investment could negatively impact the accretion from the merger. Failure to complete the minority investment could also have a negative impact on the price of Fortis' common shares. See "Proposal 1: The Merger—Financing for the Merger—The Minority Investment" beginning on page [ · ] of this proxy statement/prospectus.

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 initial financing plans in connection with the merger, as assumed in the unaudited pro forma condensed consolidated financial statements contained in this document 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 $23.6 billion. The expected substantial increase in the amount of indebtedness of Fortis will have the effect, among other things, of reducing 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.

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 prior to 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.

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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 up to 19.9% of ITC to one or more minority investors. 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 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 election to opt out of federal bonus depreciation has been challenged.

        On December 18, 2015, Interstate Power and Light Company, or Interstate Power, filed a FERC challenge to ITC Midwest's opting out of using federal bonus tax depreciation, or bonus 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 is currently assessing the FERC order, including whether it will seek rehearing of the FERC order or otherwise take action to contest the ruling. The election of bonus depreciation by the ITC regulated operating subsidiaries would negatively affect ITC's revenues and net income. Fortis is unable to predict the outcome of this matter at this time.

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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 (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

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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, following a recent FERC order, ITC stakeholders could bring FERC challenges regarding the election out of federal bonus tax depreciation taken by ITC regulated operating subsidiaries. ITC continues to believe its intention to elect out of bonus depreciation for 2015 is appropriate and is currently assessing the FERC order, including whether it will seek rehearing of the FERC order or otherwise take action to contest the hearing. 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 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 or the impact of the proposed minority investment. 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 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, 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

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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.

        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

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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, FortisUS, 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. 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 the gains on 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 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

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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—Regulatory Environment and Principal Markets" beginning on page [ · ] of this proxy statement/prospectus.

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.

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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 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.

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        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.

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

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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 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 rated 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

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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 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.

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        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.

        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 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.

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        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.

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

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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.

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,

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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 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.

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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' 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

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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.

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

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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—Regulatory Environment and Principal Markets—Environmental Laws and Regulations" beginning on page [ · ] of this proxy statement/prospectus.

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.

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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 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.

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        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 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. 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

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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 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,

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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 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. Prior to the completion of the merger, there has been 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, and intends, 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

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governance standards for U.S. domestic issuers. Following the listing of Fortis' common shares on the 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

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current internal controls procedures satisfy the requirements of Section 404(a) of the Sarbanes-Oxley 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 and operations, 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's 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

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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.

        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

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receiving multiple copies by writing to ITC Holdings Corp., Attn: Corporate Secretary, 27175 Energy Way, Novi, Michigan 48377, or calling (248) 946-3000.

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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