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

 
 
 

FORM 6-K
 
 
 

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of November, 2019

Commission File Number: 001-37915
 
 
 

Fortis Inc.

 
 
 

Fortis Place, Suite 1100
5 Springdale Street
St. John's, Newfoundland and Labrador
Canada, A1E 0E4
(Address of Principal Executive Office)
 
 
 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40F: Form 20-F o Form 40-F þ
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o






INCORPORATION BY REFERENCE
The registrant's unaudited condensed consolidated interim financial statements as at and for the three and nine months ended September 30, 2019, together with the notes thereto, furnished as Exhibit 99.2 to this report on Form 6-K, and the registrant's management discussion and analysis of financial condition and results of operations for the same periods furnished as Exhibit 99.3 to this report on Form 6-K, are incorporated by reference into the following Registration Statements of the Registrant, as amended or supplemented: Form S-8 (File No. 333-215777); Form F-10 (File No. 333-228593); Form F-3 (File No. 333-218032); and Form S-8 (File No. 333-226663).






EXHIBITS
Exhibit
Description
 
 









SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
 
 
 
 
 
Fortis Inc.
(Registrant)

 
Date: November 1, 2019
/s/ Jocelyn H. Perry
 
By:
Jocelyn H. Perry
 
Title:
Executive Vice President, Chief Financial Officer
 
 
 





Exhibit 99.1
FORTISLOGO.JPG

FORTISLOGO.JPG

St. John's, NL - November 1, 2019

FORTIS INC. REPORTS THIRD QUARTER 2019 EARNINGS1

Highlights
Third quarter 2019 net earnings of $0.64 and adjusted net earnings2 of $0.66 per common share
Capital expenditures of $2.6 billion invested through September 2019
Five-year capital plan of $18.3 billion for 2020 through 2024, up $1.0 billion from prior year's plan
Fourth quarter 2019 common share dividend increase of 6.1%, marking 46 years of increases
Average annual dividend growth target of 6% extended through 2024

Fortis Inc. ("Fortis" or the "Corporation") (TSX/NYSE:FTS), a leader in the North American regulated electric and gas utility industry, released its third quarter results today.

"We are optimistic about the trends occurring in our industry, including the move to cleaner energy and electrification," said Barry Perry, President and Chief Executive Officer, Fortis. "Our focus on these areas along with our efforts to strengthen our energy networks is driving growth in our business as reflected in our new five-year $18.3 billion capital plan released in the third quarter."

Net Earnings
The Corporation reported third quarter net earnings attributable to common equity shareholders of $278 million, or $0.64 per common share, compared to $276 million, or $0.65 per common share, for the same period in 2018. Quarterly earnings reflect rate base growth at the regulated utilities, led by ITC. Growth was offset by the unfavourable impact of mark-to-market accounting of natural gas derivatives at the Aitken Creek natural gas storage facility ("Aitken Creek"), the impact of weather with lower rainfall in Belize and, for earnings per common share, a higher weighted average number of common shares outstanding.

On a year-to-date basis, net earnings attributable to common equity shareholders were $1,309 million, or $3.02 per common share, compared to $839 million, or $1.98 per common share, for the same period in 2018. The increase in year-to-date earnings reflects a one-time after-tax gain on sale of the Waneta Expansion Hydroelectric Project ("Waneta Expansion") of $484 million, or $1.12 per common share. The remaining change reflects rate base growth at the regulated utilities, favourable foreign exchange, and the favourable impact of mark-to-market accounting of Aitken Creek derivatives. Growth was offset by a one-time $30 million favourable tax remeasurement in the first quarter of 2018, the impact of weather with cooler temperatures in Arizona and lower rainfall in Belize, lower realized margins at Aitken Creek and, for earnings per common share, a higher weighted average number of common shares outstanding.

Adjusted Net Earnings2 
Adjusted for the mark-to-market accounting of Aitken Creek derivatives, third quarter adjusted net earnings attributable to common equity shareholders were $287 million, or $0.66 per common share, compared to $277 million, or $0.65 per common share, for the same period in 2018. The increase in quarterly earnings was driven by rate base growth, tempered by the impact of lower rainfall in Belize and, for earnings per common share, a higher weighted average number of common shares outstanding.








__________________________
1 
Financial information is presented in Canadian dollars unless otherwise specified.
2 
Non-US GAAP Measures - Fortis uses financial measures that do not have a standardized meaning under generally accepted accounting principles in the United States of America ("US GAAP") and may not be comparable to similar measures presented by other entities. Fortis presents these non-US GAAP measures because management and external stakeholders use them in evaluating the Corporation's financial performance and prospects. Refer to the Non-US GAAP Reconciliation provided in this media release.

 
i
 



FORTISLOGO.JPG

Adjusted for the mark-to-market accounting of Aitken Creek derivatives, as well as for the $484 million gain on the sale of the Waneta Expansion and the noted one-time 2018 $30 million tax remeasurement, year-to-date adjusted net earnings attributable to common equity shareholders were $838 million, or $1.93 per common share, compared to $825 million, or $1.95 per common share, for the same period in 2018.

Year-to-date earnings were also impacted by weather. Hydroelectric production in Belize has been reduced by lower-than-average rainfall levels in 2019 compared to 2018. Retail electricity sales at Tucson Electric Power ("TEP") were also lower due to cooler weather with Tucson experiencing its coldest May in 20 years. The weather conditions reduced earnings per common share by $0.01 in the third quarter of 2019 and by $0.07 year to date compared to the same periods last year.

Executing on Capital Plan
Consolidated capital expenditures were $2.6 billion during the first nine months of 2019 and the Corporation expects to invest $4.3 billion in 2019.

Progress on the Wataynikaneyap Power project continued with the engineering, procurement and construction contract being awarded to Valard LP, with a notice to proceed issued in October when financial close was achieved.

The Corporation's five-year capital plan is $18.3 billion for 2020 to 2024, up $1.0 billion, or approximately 6%, from the prior year's plan. The increase is largely due to: (i) grid enhancements and cleaner energy resources at ITC and Caribbean Utilities; (ii) expansion of the Tilbury liquefied natural gas site at FortisBC Energy; and (iii) an increase in the forecast foreign exchange rate from US$1.00=CAD$1.28 to US$1.00=CAD$1.32.

Sustainability Update
During the third quarter, Fortis utilities continued to take action to decrease greenhouse gas ("GHG") emissions and increase renewable energy use. In Arizona, TEP's goal is to deliver 30% renewable power to customers by 2030. The utility expects to approach this goal by 2021, almost nine years ahead of schedule. TEP recently announced a partnership with the University of Arizona to develop a new carbon reduction target for the utility's 2020 Integrated Resource Plan.

In British Columbia, FortisBC recently set a goal to reduce GHG emissions associated with its customers' overall energy use by 30% by 2030. In addition, FortisBC is at the forefront of using renewable natural gas ("RNG") from landfills and other agricultural sources, and has established a target to obtain 15% of its gas supply from renewable sources by 2030.

In October FortisBC and the City of Vancouver received regulatory approval to produce RNG at the city's landfill in Delta, British Columbia. This will be FortisBC's largest RNG project to date. The RNG generated from the landfill will lower the overall carbon intensity of the natural gas being delivered. Construction of the biogas facility will begin in 2020 and take approximately 18 to 24 months to complete.

"These announcements, along with other developments at our Fortis utilities, demonstrate our commitment to a lower carbon economy. Across our footprint of utilities, our teams are discovering innovative ways to support the delivery of cleaner energy," said Mr. Perry. "We will continue to make progress in this area and sustainability will remain an important factor in everything we do at Fortis."

Outlook
Over the long term, Fortis is well positioned to enhance shareholder value through the execution of its capital expenditure plan, the balance and strength of its diversified portfolio of utility businesses, and growth opportunities within and proximate to its service territories.

The Corporation's $18.3 billion five-year capital plan is expected to increase rate base from $28.0 billion in 2019 to $34.5 billion in 2022 and $38.4 billion in 2024, translating into three- and five-year compound average growth rates of 7.2% and 6.5%, respectively. The five-year capital plan reflects the continuation of key industry trends including grid modernization and the delivery of cleaner energy. Beyond the base capital plan, Fortis continues to pursue additional energy infrastructure opportunities. Key opportunities not yet included in the five-year capital plan include: further expansion of liquefied natural gas infrastructure in British Columbia; the fully permitted, cross-border, Lake Erie connector electric transmission project in Ontario; and the acceleration of cleaner energy goals in Arizona.

 
ii
 



FORTISLOGO.JPG

Fortis expects long-term growth in rate base to support continuing growth in earnings and dividends. Fortis is targeting average annual dividend growth of approximately 6% through 2024. This dividend guidance takes into account many factors, including the expectation of reasonable outcomes for regulatory proceedings at the Corporation's utilities, the successful execution of the five-year capital plan, and management's continued confidence in the strength of the Corporation's diversified portfolio of utilities and record of operational excellence.

Non-US GAAP Reconciliation
Periods ended September 30
Quarter
 
Year-to-Date
($ millions, except earnings per share)
2019

2018

Variance

 
2019

2018

Variance

Net Earnings Attributable to Common Equity Shareholders
278

276

2

 
1,309

839

470

Adjusting Items
 
 
 
 
 
 
 
Unrealized loss on mark-to-market of derivatives (1)
9

1

8

 
13

16

(3
)
Gain on disposition (2)



 
(484
)

(484
)
Consolidated state income tax election (3)



 

(30
)
30

Adjusted Net Earnings Attributable to Common Equity Shareholders
287

277

10

 
838

825

13

Adjusted Basic Earnings per Share
0.66

0.65

0.01

 
1.93

1.95

(0.02
)
(1) 
Represents timing differences related to the accounting of Aitken Creek derivatives, included in the Energy Infrastructure segment
(2) 
Gain on sale of the Waneta Expansion, net of expenses, included in the Corporate and Other segment
(3) 
Remeasurement of deferred income tax liabilities, included in the Corporate and Other segment

About Fortis
Fortis is a leader in the North American regulated electric and gas utility industry with 2018 revenue of $8.4 billion and total assets of approximately $53 billion as at September 30, 2019. The Corporation's 8,800 employees serve utility customers in five Canadian provinces, nine U.S. states and three Caribbean countries.

Forward-looking information
Fortis includes forward-looking information in this media release within the meaning of applicable Canadian securities laws and forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (collectively referred to as "forward-looking information"). Forward-looking information included in this media release reflect expectations of Fortis management regarding future growth, results of operations, performance and business prospects and opportunities. Wherever possible, words such as anticipates, believes, budgets, could, estimates, expects, forecasts, intends, may, might, plans, projects, schedule, should, target, will, would and the negative of these terms and other similar terminology or expressions have been used to identify the forward-looking information, which includes, without limitation: forecast consolidated and segmented capital expenditures for 2019 and for the period 2020 through 2024; targeted average annual dividend growth through 2024; the nature, timing, benefits and expected costs of capital projects including the Wataynikaneyap Power Project; FortisBC's 2030 GHG emission goal and gas supply target; TEP renewable energy targets; forecast rate base for 2022 and 2024; and the expectation that long-term growth in rate base will support continued growth in earnings and dividends.

Forward-looking information involves significant risks, uncertainties and assumptions. Certain material factors or assumptions have been applied in drawing the conclusions contained in the forwardlooking information. These factors or assumptions are subject to inherent risks and uncertainties surrounding future expectations generally, including those identified from time to time in the forward-looking information. Such risk factors or assumptions include, but are not limited to: reasonable regulatory decisions and the expectation of regulatory stability; the implementation of the five-year capital expenditure plan; no material capital project and financing cost overruns; sufficient human resources to deliver service and execute the capital expenditure plan; the realization of additional opportunities; the impact of fluctuations in foreign exchange; and the Board exercising its discretion to declare dividends, taking into account the business performance and financial condition of the Corporation. Fortis cautions readers that a number of factors could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking information. These factors should be considered carefully and undue reliance should not be placed on the forward-looking information. For additional information with respect to certain of these risks or factors, reference should be made to the continuous disclosure materials filed from time to time by the Corporation with Canadian securities regulatory authorities and the Securities and Exchange Commission. All forward-looking information herein is given as of the date of this media release. Fortis disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise.


 
iii
 



FORTISLOGO.JPG


Teleconference to Discuss Third Quarter 2019 Results

A teleconference and webcast will be held on November 1, 2019 at 8:30 a.m. (Eastern). Barry Perry, President and Chief Executive Officer, and Jocelyn Perry, Executive Vice President, Chief Financial Officer, will discuss the Corporation's third quarter 2019 results.

Analysts, members of the media and other interested parties in North America are invited to participate by calling 1.877.223.4471. International participants may participate by calling 647.788.4922. Please dial in 10 minutes prior to the start of the call. No pass code is required.

A live and archived audio webcast of the teleconference will be available on the Corporation's website, www.fortisinc.com.

A replay of the conference will be available two hours after the conclusion of the call until December 1, 2019. Please call 800.585.8367 or 416.621.4642 and enter pass code 9394866.

Additional Information
This news release should be read in conjunction with the Corporation's Management Discussion and Analysis and Consolidated Financial Statements. This and additional information can be accessed at www.fortisinc.com, www.sedar.com, or www.sec.gov.

For more information, please contact:
Investor Enquiries
Media Enquiries
Ms. Stephanie Amaimo
Ms. Karen McCarthy
Vice President, Investor Relations
Vice President, Communications & Corporate Affairs
Fortis Inc.
Fortis Inc.
248.946.3572
709.737.5323
investorrelations@fortisinc.com
media@fortisinc.com



 
iv
 

Exhibit 99.2
 
 
 












FORTIS INC.

Condensed Consolidated Interim Financial Statements
For the three and nine months ended September 30, 2019 and 2018
(Unaudited)

 
F - 1
 


FORTIS INC.
Condensed Consolidated Interim Balance Sheets (Unaudited)
As at
(in millions of Canadian dollars)
 
 
 
 
 
September 30,
 
December 31,
 
2019
 
2018
 
 
 
 
ASSETS
 
 
 
Current assets
 
 
 
Cash and cash equivalents
$
228

 
$
332

Accounts receivable and other current assets
1,118

 
1,357

Prepaid expenses
119

 
84

Inventories
389

 
398

Regulatory assets (Note 6)
348

 
324

Assets held for sale (Note 11)

 
766

Total current assets
2,202

 
3,261

Other assets
620

 
552

Regulatory assets (Note 6)
2,948

 
2,854

Property, plant and equipment, net
33,598

 
32,654

Intangible assets, net
1,222

 
1,200

Goodwill
12,210

 
12,530

Total assets
$
52,800

 
$
53,051

 
 
 
 
LIABILITIES AND EQUITY
 
 
 
Current liabilities
 
 
 
Short-term borrowings (Note 7)
$
383

 
$
60

Accounts payable and other current liabilities
2,204

 
2,289

Regulatory liabilities (Note 6)
682

 
656

Current installments of long-term debt (Note 7)
411

 
926

Current installments of finance leases (Note 8)
242

 
252

Liabilities associated with assets held for sale (Note 11)

 
69

Total current liabilities
3,922

 
4,252

Other liabilities
1,263

 
1,138

Regulatory liabilities (Note 6)
2,830

 
2,970

Deferred income taxes
2,891

 
2,686

Long-term debt (Note 7)
22,598

 
23,159

Finance leases (Note 8)
330

 
390

Total liabilities
33,834

 
34,595

Commitments and contingencies (Note 17)

 

Equity
 
 
 
Common shares (1) 
12,363

 
11,889

Preference shares
1,623

 
1,623

Additional paid-in capital
11

 
11

Accumulated other comprehensive income
593

 
928

Retained earnings
2,791

 
2,082

Shareholders' equity
17,381

 
16,533

Non-controlling interests
1,585

 
1,923

Total equity
18,966

 
18,456

Total liabilities and equity
$
52,800

 
$
53,051

 
 
 
 
(1) No par value. Unlimited authorized shares; 438.3 million and 428.5 million issued and outstanding as at September 30, 2019 and December 31, 2018, respectively
 
 
 
 
See accompanying Notes to Condensed Consolidated Interim Financial Statements

 
F - 2
 


FORTIS INC.
Condensed Consolidated Interim Statements of Earnings (Unaudited)
For the periods ended September 30
(in millions of Canadian dollars, except per share amounts)
 
 
 
 
 
 
 
 
 
 
 
Quarter Ended
 
Year-to-Date
 
 
2019

2018

2019

2018
 
 
 
 
 
 
 
 
 
Revenue
$
2,051

 
$
2,040

 
$
6,457

 
$
6,184

 
 
 
 
 
 
 
 
 
Expenses
 
 
 
 
 
 
 
Energy supply costs
522

 
574

 
1,851

 
1,810

Operating expenses
609

 
557

 
1,828

 
1,663

Depreciation and amortization
335

 
313

 
1,007

 
924

Total expenses
1,466

 
1,444

 
4,686

 
4,397

Gain on disposition (Note 11)

 

 
577

 

Operating income
585

 
596

 
2,348

 
1,787

Other income, net (Note 12)
33

 
23

 
114

 
50

Finance charges
262

 
245

 
794

 
724

Earnings before income tax expense
356

 
374

 
1,668

 
1,113

Income tax expense
32

 
52

 
223

 
135

Net earnings
$
324

 
$
322

 
$
1,445

 
$
978

 
 
 
 
 
 
 
 
 
Net earnings attributable to:
 
 
 
 
 
 
 
Non-controlling interests
$
30

 
$
30

 
$
86

 
$
90

Preference equity shareholders
16

 
16

 
50

 
49

Common equity shareholders
278

 
276

 
1,309

 
839

 
 
$
324

 
$
322

 
$
1,445

 
$
978

 
 
 
 
 
 
 
 
 
Earnings per common share (Note 14)
 
 
 
 
 
 
 
Basic
$
0.64

 
$
0.65

 
$
3.02

 
$
1.98

Diluted
$
0.63

 
$
0.65

 
$
3.02

 
$
1.98

 
See accompanying Notes to Condensed Consolidated Interim Financial Statements
FORTIS INC.
Condensed Consolidated Interim Statements of Comprehensive Income (Unaudited)
For the periods ended September 30
(in millions of Canadian dollars)
 
 
Quarter Ended
 
Year-to-Date
 
 
2019
 
2018
 
2019
 
2018
 
 
 
 
 
 
 
 
 
Net earnings
$
324

 
$
322

 
$
1,445

 
$
978

 
 
 
 
 
 
 
 
 
Other comprehensive income (loss)
 
 
 
 
 
 
 
Unrealized foreign currency translation gains (losses) (1)
142

 
(234
)
 
(381
)
 
317

Comprehensive income
$
466

 
$
88

 
$
1,064

 
$
1,295

 
 
 
 
 
 
 
 
Comprehensive income (loss) attributable to:
 
 
 
 
 
 
 
Non-controlling interests
 
$
47

 
$
(1
)
 
$
40

 
$
131

Preference equity shareholders
 
16

 
16

 
50

 
49

Common equity shareholders
 
403

 
73

 
974

 
1,115

 
$
466

 
$
88

 
$
1,064

 
$
1,295

(1) Net of hedging activities and income tax expense of $nil and $9 million for the three and nine months ended September 30, 2019, respectively (three and nine months ended September 30, 2018 - $nil and $nil)
 
 
 
 
 
 
 
 
 
See accompanying Notes to Condensed Consolidated Interim Financial Statements

 
F - 3
 


FORTIS INC.
Condensed Consolidated Interim Statements of Cash Flows (Unaudited)
For the periods ended September 30
(in millions of Canadian dollars)
 
 
 
 
 
 
 
 
 
Quarter Ended
 
Year-to-Date
 
 
 
2019
 
2018
 
2019
 
2018
 
 
 
 
 
 
 
 
 
 
Operating activities
 
 
 
 
 
 
 
Net earnings
$
324

 
$
322

 
$
1,445

 
$
978

Adjustments to reconcile net earnings to cash from operating activities:
 
 
 
 
 
 
 
 
 
Depreciation - property, plant and equipment
298

 
279

 
893

 
824

 
 
Amortization - intangible assets
31

 
27

 
95

 
78

 
 
Amortization - other
6

 
7

 
19

 
22

 
 
Deferred income tax expense
53

 
62

 
164

 
123

 
 
Equity component of allowance for funds used during construction (Note 12)
(17
)
 
(17
)
 
(54
)
 
(47
)
 
 
Gain on disposition (Note 11)

 

 
(583
)
 

 
 
Other
37

 
10

 
111

 
72

Change in long-term regulatory assets and liabilities
5

 
56

 
(81
)
 
58

Change in working capital (Note 15)
120

 
50

 
20

 
(41
)
Cash from operating activities
857

 
796

 
2,029

 
2,067

Investing activities
 
 
 
 
 
 
 
Capital expenditures - property, plant and equipment
(926
)
 
(744
)
 
(2,452
)
 
(2,123
)
Capital expenditures - intangible assets
(87
)
 
(44
)
 
(144
)
 
(142
)
Contributions in aid of construction
26

 
31

 
75

 
91

Proceeds on disposition (Note 11)

 

 
995

 

Other
(44
)
 
(26
)
 
(138
)
 
(79
)
Cash used in investing activities
(1,031
)
 
(783
)
 
(1,664
)
 
(2,253
)
Financing activities
 
 
 
 
 
 
 
Proceeds from long-term debt, net of issuance costs
415

 
253

 
807

 
605

Repayments of long-term debt, net of extinguishment costs, and finance leases
(2
)
 
(54
)
 
(941
)
 
(285
)
Borrowings under committed credit facilities
1,089

 
1,369

 
4,773

 
3,731

Repayments under committed credit facilities
(1,272
)
 
(1,433
)
 
(5,235
)
 
(3,618
)
Net change in short-term borrowings
73

 
(3
)
 
334

 
20

Issue of common shares, net of costs and dividends reinvested (Note 9)
51

 
6

 
247

 
26

Dividends
 
 
 
 
 
 
 
 
 
Common shares, net of dividends reinvested
(123
)
 
(110
)
 
(359
)
 
(340
)
 
 
Preference shares
(16
)
 
(16
)
 
(50
)
 
(49
)
 
 
Subsidiary dividends paid to non-controlling interests
(17
)
 
(27
)
 
(68
)
 
(67
)
Other
11

 
3

 
19

 
23

Cash from (used in) financing activities
209

 
(12
)
 
(473
)
 
46

Effect of exchange rate changes on cash and cash equivalents
2

 
(3
)
 
(11
)
 
8

Change in cash and cash equivalents
37

 
(2
)
 
(119
)
 
(132
)
Change in cash associated with assets held for sale

 

 
15

 

Cash and cash equivalents, beginning of period
191

 
197

 
332

 
327

Cash and cash equivalents, end of period
$
228

 
$
195

 
$
228

 
$
195

 
 
 
 
 
 
 
 
 
 
Supplementary Cash Flow Information (Note 15)
 
 
 
 
 
 
 
 
 
 
See accompanying Notes to Condensed Consolidated Interim Financial Statements

 
F - 4
 


FORTIS INC.
Condensed Consolidated Interim Statements of Changes in Equity (Unaudited)
For the periods ended September 30
(in millions of Canadian dollars, except share numbers)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common Shares
(# millions)
 
Common Shares
(Note 9)
 
Preference Shares
 
Additional Paid-In Capital
 
Accumulated Other Comprehensive Income (Loss)
 
Retained Earnings
 
Non-Controlling Interests
 
Total Equity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
As at December 31, 2018
428.5

 
$
11,889

 
$
1,623

 
$
11

 
$
928

 
$
2,082

 
$
1,923

 
$
18,456

Net earnings

 

 

 

 

 
1,359

 
86

 
1,445

Other comprehensive loss

 

 

 

 
(335
)
 

 
(46
)
 
(381
)
Common shares issued
9.8

 
474

 

 
(5
)
 

 

 

 
469

Subsidiary dividends paid to non-controlling interests

 

 

 

 

 

 
(68
)
 
(68
)
Dividends declared on common shares ($1.3775 per share)

 

 

 

 

 
(600
)
 

 
(600
)
Dividends declared on preference shares

 

 

 

 

 
(50
)
 

 
(50
)
Disposition (Note 11)

 

 

 

 

 

 
(318
)
 
(318
)
Other

 

 

 
5

 

 

 
8

 
13

As at September 30, 2019
438.3

 
$
12,363

 
$
1,623

 
$
11

 
$
593

 
$
2,791

 
$
1,585

 
$
18,966

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
As at December 31, 2017
421.1

 
$
11,582

 
$
1,623

 
$
10

 
$
61

 
$
1,727

 
$
1,746

 
$
16,749

Net earnings

 

 

 

 

 
888

 
90

 
978

Other comprehensive income

 

 

 

 
276

 

 
41

 
317

Common shares issued
5.5

 
226

 

 
(1
)
 

 

 

 
225

Subsidiary dividends paid to non-controlling interests

 

 

 

 

 

 
(67
)
 
(67
)
Dividends declared on common shares ($0.85 per share)

 

 

 

 

 
(360
)
 

 
(360
)
Dividends declared on preference shares

 

 

 

 

 
(49
)
 

 
(49
)
Other

 

 

 
1

 

 

 
13

 
14

As at September 30, 2018
426.6

 
$
11,808

 
$
1,623

 
$
10

 
$
337

 
$
2,206

 
$
1,823

 
$
17,807

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
See accompanying Notes to Condensed Consolidated Interim Financial Statements
 
 
 
 
 
 
 


 
F - 5

 




FORTIS INC.
Notes to Condensed Consolidated Interim Financial Statements
For the three and nine months ended September 30, 2019 and 2018 (Unaudited)

1. DESCRIPTION OF BUSINESS

Nature of Operations

Fortis Inc. ("Fortis" or the "Corporation") is principally a North American regulated electric and gas utility holding company.

Earnings for interim periods may not be indicative of annual results due to the impact of seasonal weather conditions on customer demand and market pricing and the timing and recognition of regulatory decisions. Earnings of the gas utilities tend to be highest in the first and fourth quarters due to space-heating requirements. Earnings of the electric distribution utilities in the United States tend to be highest in the second and third quarters due to the use of air conditioning and other cooling equipment.

Entities within the reporting segments that follow operate with substantial autonomy.

Regulated Utilities

ITC: Comprised of ITC Holdings Corp., ITC Investment Holdings Inc. and the electric transmission operations of its regulated operating subsidiaries, which include International Transmission Company, Michigan Electric Transmission Company, LLC, ITC Midwest LLC and ITC Great Plains, LLC, all operating in the United States. Fortis owns 80.1% of ITC and an affiliate of GIC Private Limited owns a 19.9% minority interest.

UNS Energy: Comprised of UNS Energy Corporation, which primarily includes Tucson Electric Power Company ("TEP"), UNS Electric, Inc. and UNS Gas, Inc., all operating in the United States.

Central Hudson: Represents Central Hudson Gas & Electric Corporation, operating in the United States.

FortisBC Energy: Represents FortisBC Energy Inc., operating in Canada.

FortisAlberta: Represents FortisAlberta Inc., operating in Canada.

FortisBC Electric: Represents FortisBC Inc., operating in Canada.

Other Electric: Comprised of utilities in Eastern Canada and the Caribbean as follows: Newfoundland Power Inc.; Maritime Electric Company, Limited; FortisOntario Inc.; a 39% equity investment in Wataynikaneyap Power Limited Partnership; an approximate 60% controlling interest in Caribbean Utilities Company, Ltd. ("Caribbean Utilities"); FortisTCI Limited and Turks and Caicos Utilities Limited (collectively "FortisTCI"); and a 33% equity investment in Belize Electricity Limited ("BEL").

Non-Regulated

Energy Infrastructure: Primarily comprised of long-term contracted generation assets in Belize and the Aitken Creek natural gas storage facility ("Aitken Creek") in British Columbia. The long-term contracted generation assets in British Columbia were sold on April 16, 2019 (Note 11).

Corporate and Other: Captures expenses and revenues not specifically related to any reportable segment and those business operations that are below the required threshold for segmented reporting, including net corporate expenses of Fortis and the non-regulated holding company FortisBC Holdings Inc ("FHI") of FortisBC Energy.



 
F - 6
 




FORTIS INC.
Notes to Condensed Consolidated Interim Financial Statements
For the three and nine months ended September 30, 2019 and 2018 (Unaudited)

2. REGULATORY MATTERS

Regulation of the Corporation's utilities is generally consistent with that disclosed in its 2018 annual audited consolidated financial statements ("2018 Annual Financial Statements"). A summary of significant regulatory developments year-to-date 2019 follows.

ITC

In March 2019 the Federal Energy Regulatory Commission ("FERC") issued a notice of inquiry ("NOI") seeking comments on whether and how to improve its electric transmission incentives policy. The outcome may impact the existing incentive adders that are included in transmission rates charged by transmission owners, including ITC. Also in March 2019, FERC issued a second NOI seeking comments on whether and how recent policies concerning the determination of the base rate of return on common equity ("ROE") for electric utilities should be modified. The comment period of both NOI proceedings has ended. The outcome may impact ITC’s future ROE and incentive adders.

In September 2019 the regulated utilities in the Midcontinent Independent System Operator region, including ITC, filed an appeal in the U.S. Court of Appeal on FERC's order in 2018 that reduced the Company's incentive adders. The final resolution of this matter is not expected to have a material impact on the Corporation's earnings or cash flows.

Refer to the Corporation's 2018 Annual Financial Statements for further information on ITC’s incentive adders and ROE complaints.

UNS Energy

General Rate Application
In April 2019 TEP filed a general rate application with the Arizona Corporation Commission requesting an increase in non-fuel revenue of US$115 million effective May 1, 2020 with electricity rates based on a 2018 test year. The filing includes a request to increase TEP's allowed ROE to 10.35% from 9.75% and the equity component of its capital structure to 53% from 50% on a rate base of US$2.7 billion. Intervenor testimony in relation to TEP's revenue requirement and rate design was filed in October 2019. A decision is expected in 2020.

Transmission Rate Application
In May 2019 TEP filed a proposal with FERC requesting that a forward-looking formula rate replace TEP's stated transmission rates which is intended to allow for more timely recovery of transmission-related costs. In July 2019 FERC issued an order accepting TEP's proposed rate revisions, effective August 1, 2019, subject to refund following hearing and settlement procedures.

FortisBC Energy and FortisBC Electric

In March 2019 FortisBC Energy and FortisBC Electric filed applications with the British Columbia Utilities Commission requesting approval of a multi-year rate plan and rate-setting methodology for 2020 through 2024. A decision is expected in 2020.

FortisAlberta

Second-Term Performance-Based Rate-Setting Proceeding
The Alberta Utilities Commission ("AUC") continues to review regulatory applications for rebasing inputs included in rates under performance-based rate setting ("PBR") for 2018 to 2022, including anomaly-related adjustments and approved changes to depreciation parameters. FortisAlberta's 2018 and 2019 PBR rates remain interim pending the completion of the AUC's review. A decision is expected in 2020.

Generic Cost of Capital Proceeding
In December 2018 the AUC initiated a generic cost of capital proceeding to consider a formula-based approach to setting the allowed ROE beginning in 2021 and whether any process changes are necessary for determining capital structure in years in which a ROE formula is in place. In April 2019 the AUC determined that a traditional non-formulaic approach for assessing ROE and deemed capital structure would be used in 2021, with consideration of a formula-based approach for determining the allowed ROE for 2022 and subsequent years.

 
F - 7
 




FORTIS INC.
Notes to Condensed Consolidated Interim Financial Statements
For the three and nine months ended September 30, 2019 and 2018 (Unaudited)

2018 Alberta Independent System Operator Tariff Application
In September 2019 the AUC issued a decision that addressed, among other things, a proposal to change how the Alberta Electric System Operator's customer contribution policy is accounted for between distribution facility owners, such as FortisAlberta, and transmission facility owners ("TFO"). The decision prevents any future investment by FortisAlberta under the policy and directs that the unamortized customer contributions of approximately $400 million as at December 31, 2017, which form part of FortisAlberta's rate base, be transferred to the incumbent TFO in FortisAlberta's service area.

In October FortisAlberta filed additional evidence to oppose the decision. The decision is currently being reviewed by the AUC with a ruling expected before the end of 2019. The likely outcome of this process and potential impacts, if any, cannot be determined at this time.


3. ACCOUNTING POLICIES

The condensed consolidated interim financial statements ("Interim Financial Statements") have been prepared in accordance with accounting principles generally accepted in the United States of America for rate-regulated entities and are in Canadian dollars unless otherwise noted.

The Interim Financial Statements are comprised of the accounts of Fortis and its wholly owned subsidiaries and controlling ownership interests. All inter-company balances and transactions have been eliminated on consolidation, except as disclosed in Note 5.

These Interim Financial Statements do not include all of the disclosures required in the annual financial statements and should be read in conjunction with the Corporation's 2018 Annual Financial Statements. In management's opinion, these Interim Financial Statements include all adjustments that are of a normal recurring nature, necessary for fair presentation.

The preparation of the Interim Financial Statements requires management to make estimates and judgments, including those related to regulatory decisions, that affect the reported amounts of, and disclosures related to, assets, liabilities, revenues and expenses. Actual results could differ from estimates.

The accounting policies applied herein are consistent with those outlined in the Corporation's 2018 Annual Financial Statements, except as described below.

New Accounting Policies

Leases
Effective January 1, 2019, the Corporation adopted Accounting Standards Update ("ASU") 2016-02, Leases, that requires lessees to recognize a right-of-use asset and lease liability for all leases with a lease term greater than 12 months, along with additional disclosures (Note 8).

At lease inception, the right-of-use asset and liability are both measured at the present value of future lease payments, excluding variable payments that are based on usage or performance. Future lease payments include both lease components (e.g., rent, real estate taxes and insurance costs) and non-lease components (e.g., common area maintenance costs), which Fortis accounts for as a single lease component. The present value is calculated using the rate implicit in the lease or a lease-specific secured interest rate based on the remaining lease term. Renewal options are included in the lease term when it is reasonably certain that the option will be exercised.

Fortis applied the transition provisions of the new standard as of the adoption date and did not retrospectively adjust prior periods in accordance with the modified retrospective approach. Fortis elected a package of implementation options, referred to as practical expedients, that allowed it to not reassess: (i) whether existing contracts, including land easements, are or contain a lease; (ii) the classification of existing leases; or (iii) the initial direct costs for existing leases. Fortis also utilized the hindsight practical expedient to determine the lease term. Upon adoption, Fortis did not identify or record an adjustment to the opening balance of retained earnings, and there was no impact on net earnings or cash flows.


 
F - 8
 




FORTIS INC.
Notes to Condensed Consolidated Interim Financial Statements
For the three and nine months ended September 30, 2019 and 2018 (Unaudited)

Hedging
Effective January 1, 2019, the Corporation adopted ASU No. 2017-12, Targeted Improvements to Accounting for Hedging Activities, which better aligns risk management activities and financial reporting for hedging relationships through changes to designation, measurement, presentation and disclosure guidance. Adoption did not have a material impact on the Interim Financial Statements and related disclosures.

Fair Value Measurement Disclosures
Effective January 1, 2019, the Corporation adopted elements of ASU No. 2018-13, Changes to the Disclosure Requirements for Fair Value Measurement, that are allowed to be early adopted. This ASU improves the effectiveness of financial statement note disclosures by clarifying what is required and important to users of the financial statements. The partial adoption of this ASU removed the following disclosures: (a) the amount of, and reasons for, transfers between level 2 and level 3 of the fair value hierarchy; (b) the policy for timing of transfers between levels; and (c) the valuation processes for level 3 fair value measurements.


4. FUTURE ACCOUNTING PRONOUNCEMENTS

Financial Instruments

ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments, issued in June 2016, is effective for Fortis January 1, 2020 and is to be applied on a modified retrospective basis. Principally, it requires entities to use an expected credit loss methodology and to consider a broader range of reasonable and supportable information to estimate credit losses. Adoption is not expected to have a material impact on the consolidated financial statements and related disclosures.

Pensions and Other Post-Retirement Plan Disclosures

ASU No. 2018-14, Changes to the Disclosure Requirements for Defined Benefit Plans, issued in August 2018, is effective for Fortis January 1, 2021 and is to be applied on a retrospective basis for all periods presented. Principally, it modifies the disclosure requirements for employers with defined pension or other post-retirement plans and clarifies disclosure requirements. In particular, it removes the following disclosures: (a) the amounts in accumulated other comprehensive income expected to be recognized as components of net period benefit costs over the next fiscal period; (b) the amount and timing of plan assets expected to be returned to the employer; and (c) the effects of a one-percentage-point change on the assumed health care costs and the change in rates on service cost, interest cost and the benefit obligation for post-retirement health care benefits. Fortis plans to early adopt this update in the 2019 annual audited consolidated financial statements.


5. SEGMENTED INFORMATION

General

Fortis segments its business based on regulatory status and service territory, as well as the information used by its President and Chief Executive Officer in deciding how to allocate resources. Segment performance is evaluated based on net earnings attributable to common equity shareholders.

Related-Party and Inter-Company Transactions

Related-party transactions are in the normal course of operations and are measured at the amount of consideration agreed to by the related parties. There were no material related-party transactions for the three and nine months ended September 30, 2019 and 2018.


 
F - 9
 




FORTIS INC.
Notes to Condensed Consolidated Interim Financial Statements
For the three and nine months ended September 30, 2019 and 2018 (Unaudited)

Inter-company balances, transactions and profit are eliminated on consolidation, except for certain inter-company transactions between non-regulated and regulated entities in accordance with accounting standards for rate-regulated entities, which are summarized below.
 
Quarter Ended
Year-to-Date
 
September 30
September 30
($ millions)
2019

2018

2019

2018

Sale of capacity from Waneta Expansion to FortisBC Electric (1)

12

17

31

Lease of gas storage capacity and gas sales from Aitken Creek to FortisBC Energy
5

6

17

19

(1) 
Reflects amounts to the April 16, 2019 disposition of the Waneta Expansion hydroelectric generating facility ("Waneta Expansion") (Note 11)

As at September 30, 2019, accounts receivable included approximately $8 million due from BEL (December 31, 2018 - $16 million).

The Corporation periodically provides short-term financing to subsidiaries to support capital expenditure programs, acquisitions and seasonal working capital requirements. As at September 30, 2019, there were inter-segment loans outstanding of $79 million (December 31, 2018 - $nil). Total interest charged was $1 million for the three and nine months ended September 30, 2019.



 
F - 10
 


FORTIS INC.
Notes to Condensed Consolidated Interim Financial Statements
For the three and nine months ended September 30, 2019 and 2018 (unaudited)


 
REGULATED
 
NON-REGULATED
 
 
Quarter Ended
 
 
 
 
 
 
Energy
 
Inter-
 
September 30, 2019
 
UNS
Central
 
FortisBC
Fortis
FortisBC
Other
Sub
 
Infra-
Corporate
segment
 
($ millions)
ITC
Energy
Hudson
 
Energy
Alberta
Electric
Electric
Total
 
structure
and Other
eliminations
Total
Revenue
425

659

215

 
183

153

97

317

2,049

 
2



2,051

Energy supply costs

229

54

 
42


29

168

522

 



522

Operating expenses
126

161

113

 
79

37

25

45

586

 
7

16


609

Depreciation and amortization
69

74

20

 
59

52

15

42

331

 
3

1


335

Operating income
230

195

28


3

64

28

62

610


(8
)
(17
)

585

Other income, net
9

5

4

 
5


1


24

 

9


33

Finance charges
80

32

12

 
34

26

18

19

221

 

41


262

Income tax expense
29

29

4

 
(5
)
1


5

63

 
(4
)
(27
)

32

Net earnings
130

139

16

 
(21
)
37

11

38

350


(4
)
(22
)

324

Non-controlling interests
23



 
1



6

30

 



30

Preference share dividends



 





 

16


16

Net earnings attributable to common equity shareholders
107

139

16

 
(22
)
37

11

32

320


(4
)
(38
)

278

Goodwill
8,127

1,829

597

 
913

228

235

254

12,183

 
27



12,210

Total assets
20,010

10,138

3,660

 
7,014

4,769

2,300

4,157

52,048


668

214

(130
)
52,800

Capital expenditures 
370

190

86

 
150

95

23

81

995

 
10

8


1,013

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Quarter Ended
 
 
 
 
 
 
 
 
 
 
 
 
 
 
September 30, 2018
 
 
 
 
 
 
 
 
 
 
 
 
 
 
($ millions)
 
 
 
 
 
 
 
 
 
 
 
 
 


Revenue
386

687

214

 
161

155

96

307

2,006

 
37


(3
)
2,040

Energy supply costs

280

66

 
32


33

162

573

 
1



574

Operating expenses
114

152

100

 
70

42

24

43

545

 
11

4

(3
)
557

Depreciation and amortization
59

70

18

 
55

48

15

40

305

 
8



313

Operating income
213

185

30

 
4

65

24

62

583


17

(4
)

596

Other income, net
11

6

1

 
2


1

(1
)
20

 

3


23

Finance charges
73

26

10

 
34

25

10

19

197

 
1

47


245

Income tax expense
33

30

4

 
(7
)
1

3

7

71

 
1

(20
)

52

Net earnings
118

135

17

 
(21
)
39

12

35

335


15

(28
)

322

Non-controlling interests
21



 
1



5

27

 
3



30

Preference share dividends



 





 

16


16

Net earnings attributable to common equity shareholders
97

135

17

 
(22
)
39

12

30

308


12

(44
)

276

Goodwill
7,922

1,783

582

 
913

227

235

250

11,912

 
27



11,939

Total assets
18,606

9,415

3,325

 
6,497

4,646

2,234

3,940

48,663


1,551

87

(57
)
50,244

Capital expenditures
249

150

68

 
118

102

27

68

782

 
5

1


788


 
F - 11

 


FORTIS INC.
Notes to Condensed Consolidated Interim Financial Statements
For the three and nine months ended September 30, 2019 and 2018 (unaudited)


 
REGULATED
 
NON-REGULATED
 
 
Year-to-Date
 
 
 
 
 
 
Energy
 
Inter-
 
September 30, 2019
 
UNS
Central
 
FortisBC
Fortis
FortisBC
Other
Sub
 
Infra-
Corporate
segment
 
($ millions)
ITC
Energy
Hudson
 
Energy
Alberta
Electric
Electric
Total
 
structure
and Other
eliminations
Total
Revenue
1,261

1,702

691

 
903

448

306

1,086

6,397

 
63


(3
)
6,457

Energy supply costs

625

204

 
286


84

650

1,849

 
2



1,851

Operating expenses
382

474

338

 
240

114

77

138

1,763

 
30

38

(3
)
1,828

Depreciation and amortization
200

222

59

 
177

157

46

128

989

 
16

2


1,007

Gain on disposition



 





 

577


577

Operating income
679

381

90


200

177

99

170

1,796

 
15

537


2,348

Other income, net
31

19

12

 
11

1

3

1

78

 
2

34


114

Finance charges
236

98

34

 
103

78

54

58

661

 

133


794

Income tax expense
110

48

13

 
19

2

6

16

214

 
(3
)
12


223

Net earnings
364

254

55

 
89

98

42

97

999

 
20

426


1,445

Non-controlling interests
64



 
1



13

78

 
8



86

Preference share dividends



 





 

50


50

Net earnings attributable to common equity shareholders
300

254

55

 
88

98

42

84

921

 
12

376


1,309

Goodwill
8,127

1,829

597

 
913

228

235

254

12,183

 
27



12,210

Total assets
20,010

10,138

3,660

 
7,014

4,769

2,300

4,157

52,048

 
668

214

(130
)
52,800

Capital expenditures 
907

513

228

 
324

297

74

205

2,548

 
23

25


2,596

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year-to-Date
 
 
 
 
 
 
 
 
 
 
 
 
 
 
September 30, 2018
 
 
 
 
 
 
 
 
 
 
 
 
 
 
($ millions)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenue
1,114

1,661

690

 
816

439

297

1,040

6,057

 
134


(7
)
6,184

Energy supply costs

628

248

 
216


95

621

1,808

 
2



1,810

Operating expenses
326

448

302

 
221

123

74

131

1,625

 
30

15

(7
)
1,663

Depreciation and amortization
172

202

53

 
165

143

45

119

899

 
24

1


924

Operating income
616

383

87

 
214

173

83

169

1,725

 
78

(16
)

1,787

Other income, net
32

12

6

 
4


2

(1
)
55

 

(5
)

50

Finance charges
211

76

31

 
101

74

30

57

580

 
4

140


724

Income tax expense
110

53

12

 
33

1

12

18

239

 
3

(107
)

135

Net earnings
327

266

50

 
84

98

43

93

961

 
71

(54
)

978

Non-controlling interests
58



 
1



10

69

 
21



90

Preference share dividends



 





 

49


49

Net earnings attributable to common equity shareholders
269

266

50

 
83

98

43

83

892

 
50

(103
)

839

Goodwill
7,922

1,783

582

 
913

227

235

250

11,912

 
27



11,939

Total assets
18,606

9,415

3,325

 
6,497

4,646

2,234

3,940

48,663

 
1,551

87

(57
)
50,244

Capital expenditures
717

419

175

 
318

325

81

193

2,228

 
36

1


2,265



 
F - 12

 




FORTIS INC.
Notes to Condensed Consolidated Interim Financial Statements
For the three and nine months ended September 30, 2019 and 2018 (Unaudited)

6. REGULATORY ASSETS AND LIABILITIES

Detailed information about the Corporation's regulatory assets and liabilities is provided in Note 9 to the 2018 Annual Financial Statements. A summary follows.
 
As at
 
September 30,

December 31,

($ millions)
2019

2018

Regulatory assets
 
 
Deferred income taxes
1,529

1,532

Employee future benefits
459

485

Deferred energy management costs
256

230

Rate stabilization and related accounts
144

90

Deferred lease costs
122

110

Deferred operating overhead costs
117

103

Manufactured gas plant site remediation deferral
88

73

Derivatives
88

57

Generation early retirement costs
86

98

Other regulatory assets
407

400

Total regulatory assets
3,296

3,178

Less: Current portion
(348
)
(324
)
Long-term regulatory assets
2,948

2,854

 
 
 
Regulatory liabilities
 
 
Deferred income taxes
1,475

1,574

Asset removal cost provision
1,185

1,169

ROE complaints liability
208

206

Rate stabilization and related accounts
166

220

Energy efficiency liability
103

106

Renewable energy surcharge
91

85

Electric and gas moderator account
52

60

Other regulatory liabilities
232

206

Total regulatory liabilities
3,512

3,626

Less: Current portion
(682
)
(656
)
Long-term regulatory liabilities
2,830

2,970

 
 
 
7. LONG-TERM DEBT
 
 
As at
 
 
September 30,

December 31,

($ millions)
2019

2018

Long-term debt
22,560

23,165

Credit facility borrowings
584

1,066

Total long-term debt
23,144

24,231

Less: Deferred financing costs and debt discounts
(135
)
(146
)
Less: Current installments of long-term debt
(411
)
(926
)
 
22,598

23,159



 
F - 13
 




FORTIS INC.
Notes to Condensed Consolidated Interim Financial Statements
For the three and nine months ended September 30, 2019 and 2018 (Unaudited)

The long-term debt issuances for the nine months ended September 30, 2019 are summarized below.
($ millions, except %)
Month Issued
Interest Rate
(%)
Maturity

Amount
 
Use of Proceeds
ITC
 
 
 
 
 
 
Secured notes
January
4.55
2049

 
US
50

(1)(2)(3) 
Unsecured term loan credit agreement (4)
June
(5) 
2021

 
US
200

(6) 
Secured notes
July
4.65
2049

 
US
50

(1)(2)(3) 
First mortgage bonds
August
3.30
2049

 
US
75

(1)(2)(3) 
FortisBC Energy
 
 
 
 
 
 
Unsecured debentures
August
2.82
2049

 
200

(1) 
FortisTCI
 
 
 
 
 
 
Unsecured non-revolving term loan (7)
February
(8) 
2025

 
US
5

(2)(3) 
Caribbean Utilities
 
 
 
 
 
 
Unsecured notes
May
4.14
2049

 
US
40

(1)(3)(6) 
Unsecured notes
August
4.14
2049

 
US
20

(2)(3)(6) 
Unsecured notes
August
3.83
2039

 
US
20

(2)(3)(6) 
(1) 
Repay credit facility borrowings
(2) 
Finance capital expenditures
(3) 
General corporate purposes
(4) 
Maximum amount of borrowings under this agreement is US$400 million.
(5) 
Floating rate of a one-month LIBOR plus a spread of 0.60%
(6) 
Repay maturing long-term debt
(7) 
Maximum amount of borrowings under this agreement of US$10 million has been withdrawn.
(8) 
Floating rate of a one-month LIBOR plus a spread of 1.75%

Fortis used the proceeds from the disposition of Waneta Expansion (Note 11) to repay credit facility borrowings and repurchase, via a tender offer, US$400 million of its outstanding 3.055% unsecured senior notes due in 2026. A gain on the repayment of debt of $11 million ($7 million after tax), net of expenses, was recognized in other income, net.

In October 2019 Central Hudson issued 30-year US$50 million senior notes at 3.89% and 40-year US$50 million senior notes at 3.99%. The net proceeds will be used to repay maturing long-term debt, finance capital expenditures, and for general corporate purposes.

Credit Facilities

As at September 30, 2019, the Corporation and its subsidiaries had consolidated credit facilities of approximately $5.4 billion, of which approximately $4.3 billion was unused, including $1.3 billion unused under the Corporation's committed revolving corporate credit facility, as follows.
 
 
 
As at
 
Regulated

Corporate

September 30,

December 31,

($ millions)
Utilities

and Other

2019

2018

Total credit facilities
4,024

1,381

5,405

5,165

Credit facilities utilized:








Short-term borrowings (1)
(383
)

(383
)
(60
)
Long-term debt (including
current portion) (2)
(575
)
(9
)
(584
)
(1,066
)
Letters of credit outstanding
(64
)
(50
)
(114
)
(119
)
Credit facilities unutilized
3,002

1,322

4,324

3,920

(1) 
The weighted average interest rate was approximately 2.5% (December 31, 2018 - 4.2%).
(2) 
The weighted average interest rate was approximately 2.7% (December 31, 2018 - 3.3%). The current portion was $283 million (December 31, 2018 - $735 million).

 
F - 14
 




FORTIS INC.
Notes to Condensed Consolidated Interim Financial Statements
For the three and nine months ended September 30, 2019 and 2018 (Unaudited)

Credit facilities are syndicated primarily with large banks in Canada and the United States, with no one bank holding more than 20% of the total facilities. Approximately $4.9 billion of the total credit facilities are committed facilities with maturities ranging from 2020 through 2024.

There were no material changes in credit facilities, other than the amounts utilized, from that disclosed in the Corporation's 2018 Annual Financial Statements.


8. LEASES

The Corporation and its subsidiaries lease office facilities, utility equipment, land, and communication tower space with remaining terms of up to 22 years, with optional renewal terms. Certain lease agreements include rental payments adjusted periodically for inflation or require the payment of real estate taxes, insurance, maintenance, or other operating expenses associated with the lease premises.

The Corporation's subsidiaries also have finance leases related to generating facilities with remaining terms of up to 37 years.

Leases were presented on the balance sheet as follows.
 
As at
($ millions)
September 30,
2019

Operating leases
 
Other assets
43

Accounts payable and other current liabilities
7

Other liabilities
35

 
 
Finance leases
 
Regulatory assets
132

Property, plant and equipment, net
429

Current installments of finance leases
242

Finance leases
330


The components of lease expense were as follows.
 
 
 
September 30, 2019
($ millions)
Quarter Ended

Year-to-Date

Operating lease cost
2

7

Finance lease cost:
 
 
Amortization
4

13

Interest
12

36

Variable lease cost
7

29

Total lease cost
25

85


For the three and nine months ended September 30, 2018, operating lease cost was $3 million and $8 million, respectively.


 
F - 15
 




FORTIS INC.
Notes to Condensed Consolidated Interim Financial Statements
For the three and nine months ended September 30, 2019 and 2018 (Unaudited)

As of September 30, 2019, the present value of minimum lease payments was as follows.
($ millions)
Operating Leases

Finance
Leases

Total

October - December 2019
2

236

238

2020
9

59

68

2021
7

32

39

2022
6

32

38

2023
5

33

38

Thereafter
24

1,109

1,133

 
53

1,501

1,554

Less: Imputed interest
(11
)
(929
)
(940
)
Total lease obligations
42

572

614

Less: Current installments
(7
)
(242
)
(249
)
 
35

330

365


As at December 31, 2018, the present value of minimum lease payments was as follows.
($ millions)
 
 
Total

2019
 
 
313

2020
 
 
77

2021
 
 
80

2022
 
 
49

2023
 
 
47

Thereafter
 
 
1,885

 
 
 
2,451

Less: Imputed interest and executory costs
 
 
(1,809
)
Total capital lease and finance obligations
 
 
642

Less: Current installments
 
 
(252
)
 
 
 
390


Supplemental lease information was as follows.
As at
 
September 30,
 2019

Weighted-average remaining lease term (years)
 
Operating leases
10

Finance leases
21

Weighted-average discount rate (%)
 
Operating leases
4.2

Finance leases
5.4


 
September 30, 2019
($ millions)
Quarter Ended

Year-to-Date

Cash payments related to lease liabilities
 
 
Operating cash flows used for operating leases
(2
)
(7
)
Operating cash flows used for finance leases
(4
)
(13
)
Financing cash flows used for finance leases
(1
)
(16
)
Right-of-use assets obtained in exchange for new lease liabilities
 
 
Operating leases

48


 
F - 16
 




FORTIS INC.
Notes to Condensed Consolidated Interim Financial Statements
For the three and nine months ended September 30, 2019 and 2018 (Unaudited)

9. COMMON SHARES

During the three and nine months ended September 30, 2019, the Corporation issued approximately 0.7 million and 3.5 million common shares, respectively, under its at-the-market common equity program at an average price of $52.20 and $51.51, respectively. The gross proceeds of $39 million and $181 million, respectively ($38 million and $178 million, respectively, net of commissions) were used primarily to fund capital expenditures.


10. EMPLOYEE FUTURE BENEFITS

The Corporation and its subsidiaries each maintain one or a combination of defined benefit pension plans and defined contribution pension plans, including group Registered Retirement Savings Plans and group 401(k) plans, for employees. The Corporation and certain subsidiaries also offer other post‑employment benefit ("OPEB") plans for qualifying employees. The net benefit cost is detailed below.
 
Defined Benefit
Pension Plans
OPEB Plans
($ millions)
2019

2018

2019

2018

Quarter Ended September 30
 
 
 
 
Components of net benefit cost
 
 
 
 
Service costs
20

21

6

8

Interest costs
31

29

6

5

Expected return on plan assets
(41
)
(40
)
(4
)
(4
)
Amortization of actuarial losses (gains)
6

12

(1
)

Amortization of past service credits/plan amendments


(1
)
(2
)
Regulatory adjustments
1

(1
)
2

1

Net benefit cost
17

21

8

8

 
 
 
 
 
Year-to-Date September 30
 
 
 
 
Components of net benefit cost
 
 
 
 
Service costs
58

62

20

23

Interest costs
94

85

19

17

Expected return on plan assets
(121
)
(120
)
(12
)
(12
)
Amortization of actuarial losses (gains)
18

36

(3
)

Amortization of past service credits/plan amendments
(1
)

(5
)
(7
)
Regulatory adjustments
2

(1
)
5

4

Net benefit cost
50

62

24

25


Defined contribution pension plan expense for the three and nine months ended September 30, 2019 was $9 million and $31 million, respectively (three and nine months ended September 30, 2018 - $9 million and $29 million, respectively).


11. DISPOSITION

On April 16, 2019, Fortis sold its 51% ownership interest in the 335-megawatt Waneta Expansion for proceeds of $995 million. A gain on disposition of $577 million ($484 million after tax), net of expenses, was recognized in the Corporate and Other segment, and the related non-controlling interest has been removed from equity. Refer to Note 7 for use of proceeds.

Up to the date of disposition, Waneta Expansion contributed $17 million to earnings before income tax expense, excluding the gain on disposition, (three and nine months ended September 30, 2018 - $7 million and $44 million, respectively), of which Fortis' share was 51%.


 
F - 17
 




FORTIS INC.
Notes to Condensed Consolidated Interim Financial Statements
For the three and nine months ended September 30, 2019 and 2018 (Unaudited)

12. OTHER INCOME, NET
 
Quarter ended
Year-to-Date
 
September 30
September 30
($ millions)
2019

2018

2019

2018

Equity component of allowance for funds used during construction
17

17

54

47

Gain on repayment of debt (Note 7)


11


Derivative gains (losses)
8

2

21

(6
)
Interest income
4

3

12

11

Other
4

1

16

(2
)
 
33

23

114

50



13. INCOME TAXES

For the three months ended September 30, 2019 and 2018, the Corporation's effective tax rates were 9% and 14%, respectively. The decrease in the effective tax rate was due to the release of a valuation allowance related to the expected utilization of capital losses.

For the nine months ended September 30, 2019, the Corporation’s effective tax rate was comparable with the same period in 2018.


14. EARNINGS PER COMMON SHARE

Diluted earnings per share ("EPS") was calculated using the treasury stock method for stock options.
 
2019
2018
 
Net Earnings

Weighted

 
Net Earnings

Weighted

 
 
to Common

Average

 
to Common

Average

 
 
Shareholders

Shares

EPS

Shareholders

Shares

EPS

 
($ millions)

(# millions)

($)

($ millions)

(# millions)

($)

Quarter Ended
September 30
 
 
 
 
 
 
Basic EPS
278

437.4

0.64

276

425.6

0.65

Potential dilutive effect of stock options

0.6

 

0.6

 
Diluted EPS
278

438.0

0.63

276

426.2

0.65

 
 
 
 
 
 
 
Year-to-Date
September 30
 
 
 
 
 
 
Basic EPS
1,309

433.3

3.02

839

423.8

1.98

Potential dilutive effect of stock options

0.6

 

0.6

 
Diluted EPS
1,309

433.9

3.02

839

424.4

1.98



 
F - 18
 




FORTIS INC.
Notes to Condensed Consolidated Interim Financial Statements
For the three and nine months ended September 30, 2019 and 2018 (Unaudited)

15. SUPPLEMENTARY CASH FLOW INFORMATION
 
Quarter Ended
Year-to-Date
 
September 30
September 30
($ millions)
2019

2018

2019

2018

Change in working capital
 
 
 
 
Accounts receivable and other current assets
55

(23
)
190

9

Prepaid expenses
(56
)
(49
)
(38
)
(29
)
Inventories
(16
)
(28
)

5

Regulatory assets - current portion
8

(10
)
(8
)
(33
)
Accounts payable and other current liabilities
93

126

(163
)
(39
)
Regulatory liabilities - current portion
36

34

39

46

 
120

50

20

(41
)
 
 
 
 
 
Non-cash investing and financing activities
 
 
 
 
Accrued capital expenditures
330

350

330

350

Common share dividends reinvested
73

71

224

200

Contributions in aid of construction
14

10

14

10

Right-of-use assets obtained in exchange for operating lease liabilities


48


Exercise of stock options into common shares
1


5

1

Gila River generating station Unit 2 finance lease

211


211



16. FAIR VALUE OF FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

Derivatives

The Corporation generally limits the use of derivatives to those that qualify as accounting, economic or cash flow hedges, or those that are approved for regulatory recovery.

The Corporation records all derivatives at fair value, with certain exceptions including those derivatives that qualify for the normal purchase and normal sale exception. Fair values reflect estimates based on current market information about the derivatives as at the balance sheet dates. The estimates cannot be determined with precision as they involve uncertainties and matters of judgment and, therefore, may not be relevant in predicting the Corporation's future consolidated earnings or cash flows.

Cash flows associated with the settlement of all derivatives are included in operating activities on the consolidated statements of cash flows.

Energy contracts subject to regulatory deferral
UNS Energy holds electricity power purchase contracts and gas swap contracts to reduce its exposure to energy price risk. Fair values were measured primarily under the market approach using independent third-party information, where possible. When published prices are not available, adjustments are applied based on historical price curve relationships, transmission costs and line losses.

Central Hudson holds swap contracts for electricity and natural gas to minimize price volatility by fixing the effective purchase price. Fair values were measured using forward pricing provided by independent third-party information.

FortisBC Energy holds gas supply contracts to fix the effective purchase price of natural gas. Fair values reflect the present value of future cash flows based on published market prices and forward natural gas curves.


 
F - 19
 




FORTIS INC.
Notes to Condensed Consolidated Interim Financial Statements
For the three and nine months ended September 30, 2019 and 2018 (Unaudited)

Unrealized gains or losses associated with changes in the fair value of these energy contracts are deferred as a regulatory asset or liability for recovery from, or refund to, customers in future rates, as permitted by the regulators. As at September 30, 2019, unrealized losses of $88 million (December 31, 2018 - $57 million) were recognized as regulatory assets and unrealized gains of $1 million (December 31, 2018 - $9 million) were recognized as regulatory liabilities.

Energy contracts not subject to regulatory deferral
UNS Energy holds wholesale trading contracts to fix power prices and realize potential margin, of which 10% of any realized gains are shared with customers through rate stabilization accounts. Fair values were measured using a market approach using independent third-party information, where possible.

Aitken Creek holds gas swap contracts to manage its exposure to changes in natural gas prices, capture natural gas price spreads, and manage the financial risk posed by physical transactions. Fair values were measured using forward pricing from published market sources.

Unrealized gains or losses associated with changes in the fair value of these energy contracts are recognized in revenue. During the three and nine months ended September 30, 2019, unrealized losses of $15 million and $13 million, respectively, were recognized in revenue (three and nine months ended September 30, 2018 - unrealized losses of $10 million and $31 million, respectively).

Total return swaps
The Corporation holds total return swaps to manage the cash flow risk associated with forecasted future cash settlements of certain stock-based compensation obligations. The swaps have a combined notional amount of $111 million and terms of one to three years expiring in January 2020, 2021 and 2022. Fair value was measured using an income valuation approach based on forward pricing curves. During the three and nine months ended September 30, 2019, unrealized gains of $10 million and $16 million, respectively, were recognized in other income, net (three and nine months ended September 30, 2018 - unrealized losses of nil and $3 million, respectively).

Foreign exchange contracts
The Corporation holds US dollar foreign exchange contracts to help mitigate exposure to volatility of foreign exchange rates. The contracts expire in 2019 and 2020, and have a combined notional amount of $166 million. Fair value was measured using independent third-party information. Unrealized gains and losses associated with changes in fair value are recognized in other income, net and were not material for the three and nine months ended September 30, 2019 and 2018.

Interest rate swaps
During the third quarter of 2019, ITC entered into forward-starting interest rate swaps to manage the interest rate risk associated with the refinancing of long-term debt due in June 2021. The swaps have a combined notional value of $132 million and five-year terms with a mandatory early termination provision. The swaps will be terminated no later than the effective date of November 2020. Fair value was measured using a discounted cash flow method based on LIBOR rates. Unrealized gains and losses associated with changes in fair value are recognized in other comprehensive income, will be reclassified to earnings as a component of interest expense over the first five years of the forecast debt, and were not material for the three and nine months ended September 30, 2019.

Other investments
ITC, UNS Energy and Central Hudson hold investments in trust associated with supplemental retirement benefit plans for select employees. These investments consist of mutual funds and money market accounts, which are recorded at fair value based on quoted market prices in active markets. Gains and losses on these funds are recognized in other income, net and were not material for the three and nine months ended September 30, 2019 and 2018.


 
F - 20
 




FORTIS INC.
Notes to Condensed Consolidated Interim Financial Statements
For the three and nine months ended September 30, 2019 and 2018 (Unaudited)

Recurring Fair Value Measures

The following table presents the fair value of assets and liabilities that are accounted for at fair value on a recurring basis.
($ millions)
Level 1 (1)
Level 2 (1)

Level 3 (1)

Total

As at September 30, 2019
 
 
 
 
Assets
 
 
 
 
Energy contracts subject to regulatory deferral (2) (3)

19

9

28

Energy contracts not subject to regulatory deferral (2)

5

5

10

Total return swaps (2)
17



17

Other investments (4)
128



128

 
145

24

14

183

 
 
 
 
 
Liabilities
 
 
 
 
Energy contracts subject to regulatory deferral (3) (5)
(1
)
(105
)
(9
)
(115
)
Energy contracts not subject to regulatory deferral (5)

(11
)

(11
)
Foreign exchange contracts and interest rate swaps (5)

(2
)

(2
)
 
(1
)
(118
)
(9
)
(128
)
As at December 31, 2018
 
 
 
 
Assets
 
 
 
 
Energy contracts subject to regulatory deferral (2) (3)

33

8

41

Energy contracts not subject to regulatory deferral (2)

13

3

16

Other investments (4)
155



155

 
155

46

11

212

 
 
 
 
 
Liabilities
 
 
 
 
Energy contracts subject to regulatory deferral (3) (5)

(86
)
(3
)
(89
)
Energy contracts not subject to regulatory deferral (5)

(1
)

(1
)
Foreign exchange contracts, interest rate and total return swaps (5)
(8
)
(1
)

(9
)
 
(8
)
(88
)
(3
)
(99
)
(1) 
Under the hierarchy, fair value is determined using: (i) level 1 - unadjusted quoted prices in active markets; (ii) level 2 - other pricing inputs directly or indirectly observable in the marketplace; and (iii) level 3 - unobservable inputs, used when observable inputs are not available. Classifications reflect the lowest level of input that is significant to the fair value measurement. The change in level 3 from December 31, 2018 was immaterial.
(2) 
Included in accounts receivable and other current assets or other assets
(3) 
Unrealized gains and losses arising from changes in fair value of these contracts are deferred as a regulatory asset or liability for recovery from, or refund to, customers in future rates as permitted by the regulators, with the exception of long-term wholesale trading contracts and certain gas swap contracts.  
(4) 
Included in other assets
(5) 
Included in accounts payable and other current liabilities or other liabilities

 
F - 21
 




FORTIS INC.
Notes to Condensed Consolidated Interim Financial Statements
For the three and nine months ended September 30, 2019 and 2018 (Unaudited)

The Corporation has elected gross presentation for its derivative contracts under master netting agreements and collateral positions, which applies only to its energy contracts. The following table presents the potential offset of counterparty netting.
Energy Contracts
Gross Amount Recognized in Balance Sheet


Counterparty Netting of Energy Contracts


Cash Collateral Received/
Posted





Net Amount

($ millions)
As at September 30, 2019
 
 
 
 
Derivative assets
38

27

10

1

Derivative liabilities
(126
)
(27
)

(99
)
As at December 31, 2018
 
 
 
 
Derivative assets
57

28

16

13

Derivative liabilities
(90
)
(28
)

(62
)

Volume of Derivative Activity

As at September 30, 2019, the Corporation had various energy contracts that will settle on various dates through 2029. The volumes related to electricity and natural gas derivatives are outlined below.
 
As at
 
September 30,

December 31,

 
2019

2018

Energy contracts subject to regulatory deferral (1)
 
 
Electricity swap contracts (GWh)
566

774

Electricity power purchase contracts (GWh)
2,507

651

Gas swap contracts (PJ)
181

203

Gas supply contract premiums (PJ)
291

266

Energy contracts not subject to regulatory deferral (1)




Wholesale trading contracts (GWh)
2,575

1,440

Gas swap contracts (PJ)
48

37

(1) 
GWh means gigawatt hours and PJ means petajoules.

Credit Risk

For cash equivalents, accounts receivable and other current assets, and long-term other receivables, credit risk is generally limited to the carrying value on the consolidated balance sheets. The Corporation's subsidiaries generally have a large and diversified customer base, which minimizes the concentration of credit risk. Policies in place to minimize credit risk include requiring customer deposits, prepayments and/or credit checks for certain customers, performing disconnections and/or using third-party collection agencies for overdue accounts.

ITC has a concentration of credit risk as approximately 65% of its revenue is derived from three customers. Credit risk is limited as such customers have investment-grade credit ratings. ITC further reduces credit risk by requiring a letter of credit or cash deposit equal to the credit exposure, which is determined by a credit-scoring model and other factors.

FortisAlberta has a concentration of credit risk as distribution service billings are to a relatively small group of retailers. The Company reduces its exposure by obtaining from the retailers either a cash deposit, bond, letter of credit, an investment-grade credit rating from a major rating agency, or a financial guarantee from an entity with an investment-grade credit rating.


 
F - 22
 




FORTIS INC.
Notes to Condensed Consolidated Interim Financial Statements
For the three and nine months ended September 30, 2019 and 2018 (Unaudited)

UNS Energy, Central Hudson, FortisBC Energy, Aitken Creek and the Corporation may be exposed to credit risk in the event of non‑performance by counterparties to derivatives. Credit risk is limited by net settling payments when possible and dealing only with counterparties that have investment‑grade credit ratings. At UNS Energy and Central Hudson, certain contractual arrangements require counterparties to post collateral.

The value of derivatives in net liability positions under contracts with credit risk-related contingent features that, if triggered, could require the posting of a like amount of collateral was $92 million as of September 30, 2019 (December 31, 2018 - $75 million).

Foreign Exchange Hedge

The reporting currency of ITC, UNS Energy, Central Hudson, Caribbean Utilities, FortisTCI and Belize Electric Company Limited is the US dollar. The Corporation's earnings from, and net investments in, foreign subsidiaries are exposed to fluctuations in the US dollar-to-Canadian dollar exchange rate. The Corporation has decreased this exposure by designating US dollar-denominated borrowings at the corporate level as a hedge of its net investment in foreign subsidiaries. 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 US dollar-denominated subsidiary earnings.

As at September 30, 2019, US$2,742 million (December 31, 2018 - US$3,441 million) of net investment in foreign subsidiaries was hedged by the Corporation's corporately issued US dollar-denominated long-term debt and approximately US$8,986 million (December 31, 2018 - US$7,970 million) was unhedged. Exchange rate fluctuations associated with the hedged net investment in foreign subsidiaries and the debt serving as the hedge are recognized in accumulated other comprehensive income.

Financial Instruments Not Carried at Fair Value

Excluding long-term debt, the consolidated carrying value of the Corporation's remaining financial instruments approximates fair value, reflecting their short-term maturity, normal trade credit terms and / or nature.

As at September 30, 2019, the carrying value of long-term debt, including current portion, was $23,144 million (December 31, 2018 - $24,231 million) compared to an estimated fair value of $26,422 million (December 31, 2018 - $25,110 million). Long-term debt is fair valued using level 2 inputs.

The fair value of long-term debt is calculated using quoted market prices or, when unavailable, by either: (i) discounting the associated future cash flows at an estimated yield to maturity equivalent to benchmark government bonds or treasury bills with similar terms to maturity, plus a credit risk premium equal to that of issuers of similar credit quality; or (ii) obtaining from third parties indicative prices for the same or similarly rated issues of debt with similar maturities. Since the Corporation does not intend to settle the long-term debt prior to maturity, the excess of the estimated fair value above the carrying value does not represent an actual liability.


17. COMMITMENTS AND CONTINGENCIES

Commitments

There were no material changes in commitments from that disclosed in the Corporation's 2018 Annual Financial Statements, except as follows.

In the first quarter of 2019, FortisBC Energy entered into two separate agreements to purchase pipeline capacity on the Westcoast Pipeline over a 42-year term, beginning in the fourth quarter of 2020, increasing obligations by a total of approximately $334 million.


 
F - 23
 




FORTIS INC.
Notes to Condensed Consolidated Interim Financial Statements
For the three and nine months ended September 30, 2019 and 2018 (Unaudited)

In March 2019 UNS Energy entered into a build-transfer agreement to develop a wind-powered electric generation facility, the Oso Grande Wind Project, which is expected to be completed by December 2020. UNS Energy expects to make payments under the agreement of US$259 million in 2019 and US$111 million in 2020, contingent upon certain performance obligations.

In April 2019 the Waneta Expansion ceased to be a related party (Note 11). This resulted in the disclosure of power purchase obligations of approximately $2.6 billion related to FortisBC Electric's agreement to purchase capacity from the Waneta Expansion over the 40-year period that began in April 2015.

Under a funding framework with the Governments of Ontario and Canada, Fortis will contribute a minimum of approximately $155 million of equity capital into Wataynikaneyap Power, based on Fortis' proportionate 39% ownership interest and the final regulatory-approved capital cost of the Wataynikaneyap Power project. In October 2019 Wataynikaneyap Power entered into loan agreements to help finance the project during construction ("construction loan agreements"). In the event a lender under the construction loan agreements realizes security on the loans, Fortis may be required to accelerate its equity capital contributions, which may be in excess of the amount otherwise required of Fortis under the funding framework to a maximum of $235 million.

Contingencies

In April 2013 FHI and Fortis were named as defendants in an action in the Supreme Court of British Columbia by the Coldwater Indian Band ("Band") regarding interests in a pipeline right of way on reserve lands. The pipeline was transferred by FHI (then Terasen Inc.) to Kinder Morgan Inc. in April 2007. The Band seeks cancellation of the right of way and damages for wrongful interference with the Band's use and enjoyment of reserve lands. In May 2016 the Federal Court dismissed the Band's application for judicial review of the ministerial consent. In September 2017 the Federal Court of Appeal set aside the minister's consent and returned the matter to the minister for redetermination. No amount has been accrued in the Interim Financial Statements as the outcome cannot yet be reasonably determined.




 
F - 24
 

Exhibit 99.3
FORTISLOGO.JPG

Interim Management Discussion and Analysis
For the three and nine months ended September 30, 2019
Dated October 31, 2019


TABLE OF CONTENTS
Corporate Overview
1
Liquidity and Capital Resources
11
Significant Item
2
Cash Flow Requirements
11
Performance Overview
2
Cash Flow Summary
12
Business Unit Performance
3
Contractual Obligations
14
ITC
4
Capital Structure and Credit Ratings
15
UNS Energy
4
Capital Expenditure Plan
15
Central Hudson
5
Business Risk Management
17
FortisBC Energy
6
Off-Balance Sheet Arrangements
17
FortisAlberta
6
Financial Instruments
17
FortisBC Electric
7
Related-Party and Inter-Company Transactions
17
Other Electric
7
Summary of Quarterly Results
18
Energy Infrastructure
8
Critical Accounting Estimates
19
Corporate and Other
8
Accounting Policy Changes
19
Non-US GAAP Financial Measures
9
Future Accounting Pronouncements
19
Regulatory Developments
9
Outlook
20
Consolidated Financial Position
10
Forward-Looking Information
20
 
 
Condensed Consolidated Interim Financial Statements (Unaudited)
F-1
 
 


This Fortis Inc. ("Fortis" or the "Corporation") Management Discussion and Analysis ("MD&A") has been prepared in accordance with National Instrument 51-102 - Continuous Disclosure Obligations. The MD&A should be read in conjunction with the unaudited condensed consolidated interim financial statements and notes thereto for the three and nine months ended September 30, 2019 ("Interim Financial Statements") and the audited consolidated financial statements and notes thereto and MD&A for the year ended December 31, 2018. Additional information can be accessed at www.fortisinc.com, www.sedar.com, or www.sec.gov. The information contained on, or accessible through, any of these websites is not incorporated in this MD&A by reference.

Financial information herein has been prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP"), except for indicated non-US GAAP financial measures, and, unless otherwise specified, is presented in Canadian dollars based, as applicable, on the following Canadian-to-US dollar exchange rates: (i) average of 1.32 and 1.31 for the quarters ended September 30, 2019 and 2018, respectively; (ii) average of 1.33 and 1.29 year-to-date September 30, 2019 and 2018, respectively; (iii) 1.32 and 1.29 as at September 30, 2019 and 2018, respectively; and (iv) 1.36 as at December 31, 2018.


CORPORATE OVERVIEW

Fortis is a leader in the North American regulated electric and gas utility industry, with 2018 revenue of $8.4 billion and total assets of approximately $53 billion as at September 30, 2019. The Corporation's 8,800 employees serve utility customers in five Canadian provinces, nine U.S. states and three Caribbean countries. Fortis shares are listed on the Toronto and New York Stock Exchanges under the symbol FTS.

For additional information on the Corporation's operations, reportable segments and strategy, refer to the "Corporate Overview" and "Corporate Strategy" sections of the Corporation's 2018 annual MD&A and Note 1 to the Interim Financial Statements.



MANAGEMENT DISCUSSION AND ANALYSIS

1

September 30, 2019



FORTISLOGO.JPG

SIGNIFICANT ITEM

On April 16, 2019, Fortis sold its 51% ownership interest in the 335-megawatt ("MW") Waneta expansion hydroelectric generating facility ("Waneta Expansion") for proceeds of $995 million. A gain on disposition of $577 million ($484 million after tax), net of expenses, was recognized in the Corporate and Other segment.

Fortis used the proceeds from the disposition of the Waneta Expansion to repay credit facility borrowings and repurchase, via a tender offer, US$400 million of its outstanding 3.055% unsecured senior notes due in 2026. The reduced earnings from the Waneta Expansion were offset by lower finance charges and a gain on repayment of Corporate debt.


PERFORMANCE OVERVIEW
Key Financial Metrics
 
 
 
Periods Ended September 30
Quarter
 
Year-to-Date
($ millions, except as indicated)
2019

2018

Variance

 
2019

2018

Variance

Revenue
2,051

2,040

11

 
6,457

6,184

273

Net Earnings Attributable to Common Equity Shareholders
 
 
 
 
 
 
 
Actual
278

276

2

 
1,309

839

470

Adjusted (1)
287

277

10

 
838

825

13

Earnings per Common Share ($)
 
 
 
 
 
 
 
Basic
0.64

0.65

(0.01
)
 
3.02

1.98

1.04

Diluted
0.63

0.65

(0.02
)
 
3.02

1.98

1.04

Adjusted (1)
0.66

0.65

0.01

 
1.93

1.95

(0.02
)
Dividends Paid per Common Share ($)
0.450

0.425

0.025

 
1.350

1.275

0.075

Weighted Average Number of Common Shares Outstanding (# millions)
437.4

425.6

11.8

 
433.3

423.8

9.5

Cash Flow from Operating Activities
857

796

61

 
2,029

2,067

(38
)
Capital Expenditures
1,013

788

225

 
2,596

2,265

331

(1) See "Non-US GAAP Financial Measures" on page 9.

Revenue
The $11 million and $273 million increases in revenue for the quarter and year to date, respectively, were due primarily to: (i) favourable foreign exchange of $14 million and $113 million, respectively; (ii) rate base growth at the regulated utilities, led by ITC; (iii) overall higher flow-through costs in customer rates; and (iv) higher short-term wholesale sales at UNS Energy due to increased system capacity. These increases were partially offset by lower revenue contribution from the Energy Infrastructure segment due primarily to the disposition of the Waneta Expansion and lower hydroelectric production in Belize due to rainfall levels. Lower market pricing on short-term wholesale sales and lower retail sales due to weather, both at UNS Energy, also unfavourably impacted revenue for the quarter and year to date, respectively.

Earnings
The $2 million increase in net earnings attributable to common equity shareholders ("Common Equity Earnings") for the quarter was due primarily to rate base growth at the regulated utilities, led by ITC. The increase was tempered by: (i) the unfavourable impact of the mark-to-market accounting of natural gas derivatives at the Aitken Creek natural gas storage facility ("Aitken Creek"); and (ii) lower hydroelectric production in Belize.

The $470 million increase in Common Equity Earnings year to date was due primarily to: (i) a $484 million gain on the disposition of the Waneta Expansion; (ii) rate base growth at the regulated utilities, led by ITC; and (iii) favourable foreign exchange of $18 million. The increase was tempered by: (i) lower earnings contribution from the Energy Infrastructure segment due to lower hydroelectric production in Belize and lower realized margins at Aitken Creek; (ii) a one-time $30 million favourable remeasurement of deferred income tax liabilities in the Corporate and Other segment in the first quarter of 2018 as a result of an election to file a consolidated state income tax return; and (iii) lower earnings contribution from UNS Energy due to lower retail sales, driven by weather, and higher depreciation and interest expense.

MANAGEMENT DISCUSSION AND ANALYSIS

2

September 30, 2019



FORTISLOGO.JPG

These results together with an increase in the weighted average number of common shares outstanding, associated with the Corporation's at-the-market common equity program ("ATM Program") and dividend reinvestment and share purchase plans, resulted in a decrease in basic earnings per common share ("EPS") of $0.01 for the quarter and an increase in basic EPS of $1.04 year to date. See "Cash Flow Requirements" on page 11 for further information about the ATM Program.

Adjusted Common Equity Earnings and adjusted basic EPS, which exclude the noted gain on disposition of the Waneta Expansion, the one-time 2018 remeasurement of deferred income tax liabilities and the mark-to-market accounting of Aitken Creek derivatives, increased by $10 million and $0.01, respectively, for the quarter. Adjusted basic EPS decreased by $0.02 year to date due primarily to the impact of weather in Arizona and Belize.

Dividends
Dividends paid per common share in the third quarter and year-to-date 2019 were $0.45 and $1.35, respectively, up 6% from the same periods last year. In September 2019 the Corporation announced a fourth quarter common share dividend of $0.4775, up 6.1% from its third quarter common share dividend. This marked the Corporation's 46th consecutive year of dividend increases. The Corporation has targeted average annual dividend per common share growth of approximately 6% through 2024.

Cash Flow from Operating Activities
Cash flow from operating activities increased $61 million for the quarter and decreased $38 million year to date compared to the same periods in 2018.

Cash flow from operating activities for the quarter and year to date reflects: (i) favourable net changes in working capital, due primarily to timing differences; and (ii) higher cash earnings, due primarily to rate base growth at the regulated utilities, particularly those in the U.S., partially offset by lower operating cash flows as a result of the disposition of the Waneta Expansion.

Net favourable working capital and cash earnings were, for the quarter, partially offset by timing differences in the recovery of regulatory deferrals and, for year to date, more than offset by such timing differences.

Capital Expenditures
Capital expenditures were $2.6 billion year-to-date 2019, up $0.3 billion compared to the same period last year and in line with the Corporation's annual $4.3 billion capital expenditure plan for 2019. See "Capital Expenditure Plan" on page 15 for further information.


BUSINESS UNIT PERFORMANCE
Segmented Common Equity Earnings
 
 
 
 
 
 
 
 
Quarter
 
Year-to-Date
Periods Ended September 30
 
 
Variance
 
 
 
Variance
($ millions)
2019

2018

FX (1)

Other

 
2019

2018

FX (1)

Other

Regulated Utilities
 
 
 
 
 
 
 
 
 
ITC
107

97

1

9

 
300

269

9

22

UNS Energy
139

135

1

3

 
254

266

6

(18
)
Central Hudson
16

17


(1
)
 
55

50

2

3

FortisBC Energy
(22
)
(22
)


 
88

83


5

FortisAlberta
37

39


(2
)
 
98

98



FortisBC Electric
11

12


(1
)
 
42

43


(1
)
Other Electric
32

30

1

1

 
84

83

1


Non-Regulated
 
 
 


 
 
 
 
 
Energy Infrastructure
(4
)
12


(16
)
 
12

50


(38
)
Corporate and Other
(38
)
(44
)
(1
)
7

 
376

(103
)

479

Common Equity Earnings
278

276

2


 
1,309

839

18

452

(1) 
FX means foreign exchange associated with the translation of U.S. dollar-denominated earnings and material U.S. dollar-denominated transactions at Corporate.

MANAGEMENT DISCUSSION AND ANALYSIS

3

September 30, 2019



FORTISLOGO.JPG

ITC
Financial Highlights (1)
Quarter
 
Year-to-Date
Periods Ended September 30
 
 
Variance
 
 
 
Variance
($ millions)
2019

2018

FX

Other

 
2019

2018

FX

Other

Revenue
425

386

4

35

 
1,261

1,114

35

112

Earnings
107

97

1

9

 
300

269

9

22

(1) 
Revenue represents 100% of ITC. Earnings represent the Corporation's 80.1% controlling ownership interest in ITC and reflect consolidated purchase price accounting adjustments. The reporting currency of ITC is the US dollar.

Revenue
The increases in revenue, net of foreign exchange, for the quarter and year to date were due primarily to growth in rate base and higher flow-through costs in customer rates, partially offset by a reduction to the rate of return on common equity ("ROE") independence incentive adder.

Earnings
The increases in earnings, net of foreign exchange, for the quarter and year to date were due primarily to growth in rate base, partially offset by higher non-recoverable operating expenses and the decrease in the ROE independence incentive adder. Earnings were also favourably impacted by a lower effective tax rate.


UNS ENERGY
Financial Highlights (1)
Quarter
 
Year-to-Date
Periods Ended September 30
 
 
Variance
 
 
 
Variance
 
2019

2018

FX

Other

 
2019

2018

FX

Other

Retail electricity sales (GWh) (2)
3,495

3,495



 
8,208

8,375


(167
)
Wholesale electricity sales (GWh) (2) (3)
2,161

1,861


300

 
6,109

4,280


1,829

Gas volumes (PJ) (2)
2

1


1

 
11

8


3

Revenue ($ millions)
659

687

7

(35
)
 
1,702

1,661

47

(6
)
Earnings ($ millions)
139

135

1

3

 
254

266

6

(18
)
(1) 
Includes Tucson Electric Power Company ("TEP"), UNS Electric, Inc. and UNS Gas, Inc. The reporting currency of UNS Energy is the US dollar.
(2) 
GWh means gigawatt hours and PJ means petajoules.
(3) 
Primarily comprised of short-term wholesale sales.

Electricity Sales and Gas Volumes
Retail electricity sales for the quarter were comparable with the same period in 2018. The decrease year to date was due to reduced air conditioning load as a result of colder-than-normal temperatures in 2019 compared to warmer-than-normal temperatures for the same period in 2018. Temperatures recorded in Tucson for the second quarter of 2019 were the lowest in the past 20 years.

The increases in wholesale electricity sales for the quarter and year to date were due primarily to higher short-term wholesale sales reflecting an increase in system capacity related to Gila River generating station Unit 2. Revenue from short-term wholesale sales is primarily returned to customers through regulatory deferral mechanisms and, therefore, does not materially impact earnings.

Gas volumes for the quarter were comparable with the same period in 2018. Increased gas volumes year to date were due primarily to heating load as a result of cooler temperatures in the winter months.

Revenue
The decrease in revenue, net of foreign exchange, for the quarter was due primarily to the flow through of lower energy supply costs and an overall decrease in short-term wholesale revenue due to lower market pricing. The decrease was partially offset by higher flow-through costs related to Springerville Units 3 and 4 and higher revenue related to the recovery of non-fuel costs through the normal operation of regulatory mechanisms.

MANAGEMENT DISCUSSION AND ANALYSIS

4

September 30, 2019



FORTISLOGO.JPG

The decrease in revenue, net of foreign exchange, year to date was due primarily to the flow through of lower energy supply costs and lower retail sales. The decrease in revenue was partially offset by higher short-term wholesale sales, tempered by lower market pricing in the third quarter, and higher flow-through costs related to Springerville Units 3 and 4.

Earnings
The increase in earnings, net of foreign exchange, for the quarter was due primarily to higher revenue related to the recovery of non-fuel costs, noted above, partially offset by higher depreciation and interest expense resulting from rate base growth not yet reflected in customer rates.

The decrease in earnings, net of foreign exchange, year to date was due primarily to lower retail sales and the noted increase in depreciation and interest expense.


CENTRAL HUDSON
Financial Highlights (1)
Quarter
 
Year-to-Date
Periods Ended September 30
 
 
Variance
 
 
 
Variance
 
2019

2018

FX

Other

 
2019

2018

FX

Other

Electricity sales (GWh)
1,374

1,416


(42
)
 
3,775

3,868


(93
)
Gas volumes (PJ)
3

4


(1
)
 
16

17


(1
)
Revenue ($ millions)
215

214

2

(1
)
 
691

690

24

(23
)
Earnings ($ millions)
16

17


(1
)
 
55

50

2

3

(1) 
The reporting currency of Central Hudson is the US dollar.

Electricity Sales and Gas Volumes
The decreases in electricity sales for the quarter and year to date were due primarily to lower average consumption as a result of warmer temperatures decreasing heating load and cooler temperatures decreasing air conditioning load. Gas volumes were comparable to 2018.

Changes in electricity sales and gas volumes at Central Hudson are subject to regulatory revenue decoupling mechanisms and, therefore, do not materially impact earnings.

Revenue
The decreases in revenue, net of foreign exchange, for the quarter and year to date were due primarily to the flow through of lower energy supply costs and lower electricity sales. The decreases were partially offset by an increase in electricity and gas delivery rates effective July 1, 2018 and July 1, 2019, reflecting a return on increased rate base assets as well as the recovery of higher operating and finance expenses. The increase in delivery rates also reflects a rate design change that provides more revenue and earnings in higher gas consumption periods. See "Summary of Quarterly Results" on page 18 for further information on seasonality of the business.

Earnings
The decrease in earnings, net of foreign exchange, for the quarter primarily reflects the timing of operating expenses, partially offset by the increase in delivery rates effective July 1, 2019.

The increase in earnings, net of foreign exchange, year to date was primarily due to the increase in delivery rates effective July 1, 2018 and July 1, 2019 and higher storm restoration costs in 2018. The increase was partially offset by the timing of operating expenses and the rate design change.



MANAGEMENT DISCUSSION AND ANALYSIS

5

September 30, 2019



FORTISLOGO.JPG

FORTISBC ENERGY
Financial Highlights
Quarter
 
Year-to-Date
Periods Ended September 30
2019

2018

Variance

 
2019

2018

Variance

Gas volumes (PJ)
33

30

3

 
156

149

7

Revenue ($ millions)
183

161

22

 
903

816

87

(Loss) earnings ($ millions)
(22
)
(22
)

 
88

83

5


Gas Volumes
The increases in gas volumes for the quarter and year to date were due primarily to higher consumption by transportation customers. Higher average residential and commercial consumption as a result of colder temperatures increasing heating load also contributed to the increase in gas volumes year to date.

Revenue
The increases in revenue for the quarter and year to date were due primarily to a higher cost of natural gas and other flow-through costs recovered from customers, the recovery of gas storage and transportation costs related to a third-party pipeline incident that occurred in the fourth quarter of 2018, and rate base growth.

Earnings
Earnings for the quarter were comparable with 2018 as the increase due to rate base growth was offset by the timing of operating expenses.

The increase in earnings year to date was due primarily to rate base growth, partially offset by higher operating expenses.

FortisBC Energy earns approximately the same margin regardless of whether a customer contracts for the purchase and delivery of natural gas or only for the delivery. Due to regulatory deferral mechanisms, changes in consumption levels and commodity costs do not materially impact earnings.


FORTISALBERTA
Financial Highlights
Quarter
 
Year-to-Date
Periods Ended September 30
2019

2018

Variance

 
2019

2018

Variance

Energy deliveries (GWh)
3,997

4,240

(243
)
 
12,608

12,811

(203
)
Revenue ($ millions)
153

155

(2
)
 
448

439

9

Earnings ($ millions)
37

39

(2
)
 
98

98



Energy Deliveries
The decreases in energy deliveries for the quarter and year to date were due primarily to lower average consumption by oil and gas customers along with lower average residential consumption as a result of cooler temperatures decreasing air conditioning load. The decrease in energy deliveries year to date was partially offset by higher average commercial consumption due to customer additions.

As more than 80% of FortisAlberta's revenue is derived from fixed or largely fixed billing determinants, changes in quantities of energy delivered are not entirely correlated with changes in revenue. Revenue is a function of numerous variables, many of which are independent of actual energy deliveries.

Revenue
The decrease in revenue for the quarter was due primarily to a favourable capital tracker revenue true-up in the third quarter of 2018 related to capital expenditures in 2016 and 2017, partially offset by rate base growth.

The increase in revenue year to date was due primarily to rate base growth and customer additions, partially offset by the 2018 capital tracker revenue true-up.

Earnings
The decrease in earnings for the quarter was due primarily to the 2018 capital tracker revenue true-up, partially offset by overall lower operating expenses.

Earnings year to date were comparable with 2018 as the decrease due to the 2018 capital tracker revenue true-up was offset by overall lower operating expenses.

MANAGEMENT DISCUSSION AND ANALYSIS

6

September 30, 2019



FORTISLOGO.JPG

FORTISBC ELECTRIC
Financial Highlights
Quarter
 
Year-to-Date
Periods Ended September 30
2019

2018

Variance

 
2019

2018

Variance

Electricity sales (GWh)
764

769

(5
)
 
2,438

2,411

27

Revenue ($ millions)
97

96

1

 
306

297

9

Earnings ($ millions)
11

12

(1
)
 
42

43

(1
)

Electricity Sales
The decrease in electricity sales for the quarter was due primarily to lower average consumption as a result of cooler temperatures decreasing air conditioning load, partially offset by higher consumption by industrial customers.

The increase in electricity sales year to date was due primarily to higher consumption by industrial customers.

Revenue
The increases in revenue for the quarter and year to date were due primarily to overall higher flow-through costs, higher revenue related to a customer load growth regulatory mechanism, and higher third-party contract work. The increases were partially offset by the loss of revenue associated with the provision of operating, maintenance and management services to the Waneta Expansion. See "Significant Item" on page 2 for further information. Revenue for the quarter was also unfavourably impacted by lower surplus power sales.

Earnings
The decreases in earnings for the quarter and year to date were due to the loss of revenue associated with the Waneta Expansion, partially offset by rate base growth.


OTHER ELECTRIC
Financial Highlights (1)
Quarter
 
Year-to-Date
Periods Ended September 30
 
 
Variance
 
 
 
Variance
 
2019

2018

FX

Other

 
2019

2018

FX

Other

Electricity sales (GWh)
1,782

1,797


(15
)
 
6,939

6,864


75

Revenue ($ millions)
317

307

1

9

 
1,086

1,040

7

39

Earnings ($ millions)
32

30

1

1

 
84

83

1


(1) 
Comprised of Newfoundland Power Inc.; Maritime Electric Company, Limited; FortisOntario Inc.; a 39% equity investment in Wataynikaneyap Power Limited Partnership ("Wataynikaneyap Power"); an approximate 60% controlling interest in Caribbean Utilities Company, Ltd. ("Caribbean Utilities"); FortisTCI Limited and Turks and Caicos Utilities Limited (collectively "FortisTCI"); and a 33% equity investment in Belize Electricity Limited ("BEL"). The reporting currency of Caribbean Utilities and FortisTCI is the US dollar. The reporting currency of BEL is the Belizean dollar, which is pegged to the US dollar at BZ$2.00=US$1.00.

Electricity Sales
The decrease in electricity sales for the quarter was due primarily to overall lower average consumption in Eastern Canada, partially offset by higher average consumption in the Caribbean.

The increase in electricity sales year to date was due primarily to overall higher average consumption and customer additions.

Revenue
The increase in revenue for the quarter, net foreign exchange, was due primarily to higher electricity sales in the Caribbean and higher energy supply costs flowed through to customers.

The increase in revenue year to date, net of foreign exchange, was due primarily to higher electricity sales and the flow through of higher energy supply costs, partially offset by Fortis TCI's business interruption insurance proceeds recognized in 2018 related to Hurricane Irma.


MANAGEMENT DISCUSSION AND ANALYSIS

7

September 30, 2019



FORTISLOGO.JPG

Earnings
The increase in earnings for the quarter, net of foreign exchange, was due primarily to higher electricity sales in the Caribbean.

Earnings year to date, net of foreign exchange, were comparable with the same period in 2018. The increase in earnings due to higher electricity sales and rate base growth was offset by FortisTCI's insurance proceeds recognized in 2018.

ENERGY INFRASTRUCTURE
Financial Highlights (1)
Quarter
 
Year-to-Date
Periods Ended September 30
2019

2018

Variance

 
2019

2018

Variance

Energy sales (GWh)
11

151

(140
)
 
130

768

(638
)
Revenue ($ millions)
2

37

(35
)
 
63

134

(71
)
(Loss) earnings ($ millions)
(4
)
12

(16
)
 
12

50

(38
)
(1) 
Primarily comprised of long-term contracted generation assets in Belize, Aitken Creek in British Columbia and, until its April 16, 2019 disposition, the Waneta Expansion. See "Significant Item" on page 2 for further information.

Energy Sales
Energy sales decreased by 92 GWh and 509 GWh for the quarter and year to date, respectively, due to the disposition of the Waneta Expansion, with the remaining decrease due to lower hydroelectric production in Belize reflecting lower rainfall levels.

Revenue and Earnings
The decreases in revenue and earnings for the quarter and year to date reflect: (i) lower hydroelectric production in Belize; (ii) the disposition of the Waneta Expansion; and (iii) lower realized margins at Aitken Creek. Revenue and earnings variances for the quarter were also unfavourably impacted by the mark‑to‑market accounting of natural gas derivatives at Aitken Creek, with unrealized losses of $9 million this year compared to $1 million last year. Revenue and earnings variances year to date were favourably impacted by mark-to-market accounting with unrealized losses of $13 million this year compared to $16 million last year.

Aitken Creek is subject to commodity price risk, as it purchases and holds natural gas in storage to earn a profit margin from its ultimate sale. Aitken Creek mitigates this risk by using derivatives to materially lock in the profit margin that will be realized upon the sale of natural gas. The fair value accounting of these derivatives creates timing differences and the resultant earnings volatility can be significant.


CORPORATE AND OTHER
Financial Highlights (1)
Quarter
 
Year-to-Date
Periods Ended September 30
 
 
Variance
 
 
 
Variance
($ millions)
2019

2018

FX

Other

 
2019

2018

FX

Other

Net (expenses) income
(38
)
(44
)
(1
)
7

 
376

(103
)

479

(1) 
Includes Fortis net corporate income and non-regulated holding company expenses.

The decrease in net expenses for the quarter was driven primarily by: (i) lower tax expense due to the timing of tax adjustments; and (ii) a reduction in finance charges due to the repayment of debt and credit facilities associated with the disposition of the Waneta Expansion. See "Significant Item" on page 2 for further information.

The year-to-date increase in net income was driven primarily by: (i) a net after-tax gain of $484 million on the disposition of the Waneta Expansion; and (ii) lower finance charges associated with the disposition along with a gain on the repayment of debt. The year-to-date increase was partially offset by lower income tax recovery due to a one-time $30 million favourable remeasurement of the Corporation's deferred income tax liabilities recognized during 2018 resulting from an election to file a consolidated state income tax return.

MANAGEMENT DISCUSSION AND ANALYSIS

8

September 30, 2019



FORTISLOGO.JPG

NON-US GAAP FINANCIAL MEASURES

Fortis calculates adjusted Common Equity Earnings as Common Equity Earnings plus or minus items that management excludes in its key decision-making processes and evaluation of operating results. Adjusted basic EPS is calculated by dividing adjusted Common Equity Earnings by the weighted average number of common shares outstanding.

These financial measures do not have a standardized meaning prescribed by US GAAP and may not be comparable with similar measures of other entities. They are presented because management and external stakeholders use them in evaluating the Corporation's financial performance and prospects. The most directly comparable US GAAP measures are net earnings attributable to common equity shareholders (i.e. Common Equity Earnings) and basic EPS.
Non-US GAAP Reconciliation
 
 
 
Periods Ended September 30
Quarter
 
Year-to-Date
($ millions, except as indicated)
2019

2018

Variance

 
2019

2018

Variance

Common Equity Earnings
278

276

2

 
1,309

839

470

Adjusting Items:
 
 
 
 
 
 
 
Unrealized loss on mark-to-market of derivatives (1)
9

1

8

 
13

16

(3
)
Gain on disposition (2)



 
(484
)

(484
)
Consolidated state income tax
election (3)



 

(30
)
30

Adjusted Common Equity Earnings
287

277

10

 
838

825

13

Adjusted Basic EPS ($)
0.66

0.65

0.01

 
1.93

1.95

(0.02
)
(1) 
Represents timing differences related to the accounting of Aitken Creek derivatives, included in the Energy Infrastructure segment.
(2) 
See "Significant Item" on page 2 for further information.
(3) 
Remeasurement of deferred income tax liabilities, included in the Corporate and Other segment.


REGULATORY DEVELOPMENTS

ITC
In March 2019 the Federal Energy Regulatory Commission ("FERC") issued a notice of inquiry ("NOI") seeking comments on whether and how to improve its electric transmission incentives policy. The outcome may impact the existing incentive adders that are included in transmission rates charged by transmission owners, including ITC. Also in March 2019, FERC issued a second NOI seeking comments on whether and how recent policies concerning the determination of the base ROE for electric utilities should be modified. The comment period of both NOI proceedings has ended. The outcome may impact ITC’s future ROE and incentive adders.

In September 2019 the regulated utilities in the Midcontinent Independent System Operator region, including ITC, filed an appeal in the U.S. Court of Appeal on FERC's order in 2018 that reduced the Company's incentive adders. The final resolution of this matter is not expected to have a material impact on the Corporation's earnings or cash flows.

Refer to the "Regulatory Highlights" section of the 2018 annual MD&A for further information on ITC's incentive adders and ROE complaints.

UNS Energy
General Rate Application
In April 2019 TEP filed a general rate application with the Arizona Corporation Commission requesting an increase in non-fuel revenue of US$115 million, effective May 1, 2020, with electricity rates based on a 2018 test year. The filing includes a request to increase TEP's allowed ROE to 10.35% from 9.75% and the equity component of its capital structure to 53% from 50% on a rate base of US$2.7 billion. Intervenor testimony in relation to TEP's revenue requirement and rate design was filed in October 2019. A decision is expected in 2020.


MANAGEMENT DISCUSSION AND ANALYSIS

9

September 30, 2019



FORTISLOGO.JPG

Transmission Rate Application
In May 2019 TEP filed a proposal with FERC requesting that a forward-looking formula rate replace TEP's stated transmission rates which is intended to allow for more timely recovery of transmission-related costs. In July 2019 FERC issued an order accepting TEP's proposed rate revisions, effective August 1, 2019, subject to refund following hearing and settlement procedures.

FortisBC Energy and FortisBC Electric
In March 2019 FortisBC Energy and FortisBC Electric filed applications with the British Columbia Utilities Commission requesting approval of a multi-year rate plan and rate-setting methodology for 2020 through 2024. A decision is expected in 2020.

FortisAlberta
Second-Term Performance-Based Rate-Setting Proceeding
The Alberta Utilities Commission ("AUC") continues to review regulatory applications for rebasing inputs included in rates under performance-based rate setting ("PBR") for 2018 to 2022, including anomaly-related adjustments and approved changes to depreciation parameters. FortisAlberta's 2018 and 2019 PBR rates remain interim pending the completion of the AUC's review. A decision is expected in 2020.

Generic Cost of Capital Proceeding
In December 2018 the AUC initiated a generic cost of capital proceeding to consider a formula-based approach to setting the allowed ROE beginning in 2021 and whether any process changes are necessary for determining capital structure in years in which a ROE formula is in place. In April 2019 the AUC determined that a traditional non-formulaic approach for assessing ROE and deemed capital structure would be used in 2021, with consideration of a formula-based approach for determining the allowed ROE for 2022 and subsequent years.

2018 Alberta Independent System Operator Tariff Application
In September 2019 the AUC issued a decision that addressed, among other things, a proposal to change how the Alberta Electric System Operator's customer contribution policy is accounted for between distribution facility owners, such as FortisAlberta, and transmission facility owners ("TFO"). The decision prevents any future investment by FortisAlberta under the policy and directs that the unamortized customer contributions of approximately $400 million as at December 31, 2017, which form part of FortisAlberta's rate base, be transferred to the incumbent TFO in FortisAlberta's service area.

In October FortisAlberta filed additional evidence to oppose the decision. The decision is currently being reviewed by the AUC with a ruling expected before the end of 2019. The likely outcome of this process and potential impacts, if any, cannot be determined at this time.


CONSOLIDATED FINANCIAL POSITION
Significant Changes between September 30, 2019 and December 31, 2018
 
(Decrease)/Increase
 
 
FX
Other
 
Balance Sheet Account
($ millions)
($ millions)
Explanation
Cash and cash equivalents
(9)
(95)
Due primarily to capital expenditures and the timing of debt issuances and repayments.
Accounts receivable and other current assets
(20)
(219)
Due primarily to seasonality and a lower income tax receivable.
Assets held for sale
(766)
Due to the disposition of the Waneta Expansion.
Regulatory assets (including current and long-term)
(33)
151
Due primarily to the operation of rate stabilization accounts and derivative loss deferrals at UNS Energy.
Property, plant and equipment, net
(593)
1,537
Due primarily to capital expenditures, partially offset by depreciation.
Goodwill
(321)
1
The other increase was not significant.
Short-term borrowings
(1)
324
Due primarily to the issuance of commercial paper at ITC.

MANAGEMENT DISCUSSION AND ANALYSIS

10

September 30, 2019



FORTISLOGO.JPG

Significant Changes between September 30, 2019 and December 31, 2018
 
(Decrease)/Increase
 
 
FX
Other
 
Balance Sheet Account
($ millions)
($ millions)
Explanation
Other liabilities
(20)
145
Due primarily to finance lease reclassifications and the balance sheet recognition of operating leases in accordance with the new lease standard. See "Accounting Policy Changes" on page 19.
Regulatory liabilities (including current and long-term)
(79)
(35)
The other decrease was not significant.
Deferred income tax liabilities
(43)
248
Due primarily to the utilization of taxable losses and timing differences related to capital expenditures.
Long-term debt (including current portion)
(482)
(594)
Due primarily to the repayment of Corporate debt (see "Significant Item" on page 2), partially offset by the issuance of debt at ITC.
Shareholders' equity
(335)
1,183
Due to: (i) Common Equity Earnings for the nine months ended September 30, 2019, less dividends declared on common shares; and (ii) the issuance of common shares.
Non-controlling interests
(46)
(292)
Due primarily to the disposition of the Waneta Expansion.

Outstanding Share Data
As at October 31, 2019, the Corporation had issued and outstanding 438.9 million common shares; and the following First Preference Shares: 5.0 million Series F; 9.2 million Series G; 7.0 million Series H; 3.0 million Series I; 8.0 million Series J; 10.0 million Series K; and 24.0 million Series M.

Only the common shares of the Corporation have voting rights. The Corporation's First Preference Shares do not have voting rights unless and until Fortis fails to pay eight quarterly dividends, whether or not consecutive or declared.

If all outstanding stock options were converted as at October 31, 2019, an additional 3.4 million common shares would be issued and outstanding.


LIQUIDITY AND CAPITAL RESOURCES

CASH FLOW REQUIREMENTS

At the subsidiary level, it is expected that operating expenses and interest costs will be paid from subsidiary operating cash flows, with varying levels of residual cash flows available for subsidiary capital expenditures and/or dividend payments to Fortis. Borrowings under credit facilities may be required from time to time to support seasonal working capital requirements. Cash required for subsidiary capital expenditure programs is also expected to be financed from a combination of borrowings under credit facilities, long-term debt offerings and equity injections from Fortis.

Cash required of Fortis to support subsidiary capital expenditure programs may be derived from a combination of borrowings under the Corporation's committed credit facility, proceeds from the dividend reinvestment plan and proceeds from the issuance of common shares, preference shares and long-term debt. Depending on the timing of subsidiary dividend receipts, borrowings under the Corporation's committed credit facility may be required periodically to support debt servicing and payment of dividends.


MANAGEMENT DISCUSSION AND ANALYSIS

11

September 30, 2019



FORTISLOGO.JPG

Credit Facilities
 
 
As at
 
Regulated
Utilities

Corporate
and Other

September 30,
2019

December 31,
2018

($ millions)
Total credit facilities
4,024

1,381

5,405

5,165

Credit facilities utilized:
 
 
 
 
Short-term borrowings
(383
)

(383
)
(60
)
Long-term debt (including
current portion)
(575
)
(9
)
(584
)
(1,066
)
Letters of credit outstanding
(64
)
(50
)
(114
)
(119
)
Credit facilities unutilized
3,002

1,322

4,324

3,920


The Corporation's ability to service debt and pay dividends is dependent on the financial results of, and the related cash payments from, subsidiaries. Certain regulated subsidiaries are subject to restrictions that limit their ability to distribute cash to Fortis. These include restrictions by certain regulators limiting annual dividends and restrictions by certain lenders limiting debt to total capitalization. There are also practical limitations on using the net assets of the regulated subsidiaries to pay dividends based on management's intent to maintain the subsidiaries' regulator-approved capital structures. The Corporation does not expect that maintaining the targeted capital structures of its regulated subsidiaries will have an impact on its ability to pay dividends in the foreseeable future.

In December 2018 Fortis filed a short-form base shelf prospectus with a 25-month life under which it may issue common or preference shares, subscription receipts or debt securities in an aggregate principal amount of up to $2.5 billion. In December 2018 Fortis re-established its ATM Program that allows the issuance of up to $500 million of common shares from treasury to the public at the Corporation's discretion, effective until January 2021. As at September 30, 2019, 3.5 million common shares were issued under the ATM Program at an average price of $51.51 per share for gross proceeds of $181 million ($178 million net of commissions). The net proceeds were used primarily to fund capital expenditures. As at September 30, 2019, $319 million remains available under the ATM Program and $2.0 billion under the short-form base shelf prospectus.

As at September 30, 2019, consolidated fixed-term debt maturities and repayments are expected to average approximately $1,054 million annually over the next five years. The combination of available credit facilities and manageable annual debt maturities and repayments provides the Corporation and its subsidiaries with flexibility in the timing of access to capital markets.

Fortis and its subsidiaries were in compliance with debt covenants as at September 30, 2019 and are expected to remain compliant throughout 2019.


CASH FLOW SUMMARY
Summary of Consolidated Cash Flows
 
 
Periods Ended September 30
Quarter
 
Year-to-Date
($ millions)
2019

2018

Variance

 
2019

2018

Variance

Cash, beginning of period
191

197

(6
)
 
332

327

5

Cash provided by (used in):
 
 
 
 
 
 
 
Operating activities
857

796

61

 
2,029

2,067

(38
)
Investing activities
(1,031
)
(783
)
(248
)
 
(1,664
)
(2,253
)
589

Financing activities
209

(12
)
221

 
(473
)
46

(519
)
Foreign exchange
2

(3
)
5

 
(11
)
8

(19
)
Change in cash associated with assets held for sale



 
15


15

Cash, end of period
228

195

33

 
228

195

33


Operating Activities
See "Performance Overview - Cash Flow from Operating Activities" on page 3.


MANAGEMENT DISCUSSION AND ANALYSIS

12

September 30, 2019



FORTISLOGO.JPG

Investing Activities
Cash used in investing activities reflects a higher capital spending level in 2019. See "Capital Expenditure Plan" on page 15 for further information. Cash used in investing activities year to date was partially offset by proceeds from the disposition of the Waneta Expansion.

Financing Activities
Borrowings under credit facilities by the regulated utilities are primarily in support of their capital expenditure plans and/or for working capital requirements. Repayments are primarily financed through the issuance of long-term debt, cash from operations and/or equity injections from Fortis. Periodically, proceeds from share and long-term debt offerings are used to repay borrowings under the Corporation's committed credit facility. Changes in these drivers along with scheduled debt maturities cause cash flows related to financing activities to fluctuate accordingly from period to period.

Net proceeds from the disposition of the Waneta Expansion were used to repay credit facility borrowings and repurchase US$400 million of Corporate debt.

Debt Financing
Long-Term Debt Issuances
 
Interest
 
 
 
 
Year-to-date September 30, 2019
Month
Rate
 
 
 
Use of
($ millions, except %)
Issued
(%)
Maturity

Amount
 
Proceeds
ITC
 
 
 
 
 
 
Secured notes
January
4.55
2049

 
US
50

(1)(2)(3) 
Unsecured term loan credit agreement (4)
June
(5) 
2021

 
US
200

(6) 
Secured notes
July
4.65
2049

 
US
50

(1)(2)(3) 
First mortgage bonds
August
3.30
2049

 
US
75

(1)(2)(3) 
FortisBC Energy
 
 
 
 
 
 
Unsecured debentures
August
2.82
2049

 
200

(1) 
FortisTCI
 
 
 
 
 
 
Unsecured non-revolving term loan (7)
February
(8) 
2025

 
US
5

(2)(3) 
Caribbean Utilities
 
 
 
 
 
 
Unsecured notes
May
4.14
2049

 
US
40

(1)(3)(6) 
Unsecured notes
August
4.14
2049

 
US
20

(2)(3)(6) 
Unsecured notes
August
3.83
2039

 
US
20

(2)(3)(6) 
(1) 
Repay credit facility borrowings
(2) 
Finance capital expenditures
(3) 
General corporate purposes
(4) 
Maximum amount of borrowings under this agreement is US$400 million.
(5) 
Floating rate of a one-month LIBOR plus a spread of 0.60%
(6) 
Repay maturing long-term debt
(7) 
Maximum amount of borrowings under this agreement of US$10 million has been withdrawn.
(8) 
Floating rate of a one-month LIBOR plus a spread of 1.75%

In October 2019 Central Hudson issued 30-year US$50 million senior notes at 3.89% and 40-year US$50 million senior notes at 3.99%. The net proceeds will be used to repay maturing long-term debt, finance capital expenditures, and for general corporate purposes.

MANAGEMENT DISCUSSION AND ANALYSIS

13

September 30, 2019



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Common Equity Financing
Common Equity Issuances and Dividends Paid
Periods Ended September 30
Quarter
 
Year-to-Date
($ millions, except as indicated)
2019

2018

Variance

 
2019

2018

Variance

Common shares issued (1) (# millions)
2.5

1.8

0.7

 
9.8

5.5

4.3

 
 
 
 
 
 
 
 
Total common shares issued
125

77

48

 
474

226

248

Non-cash issuances
(74
)
(71
)
(3
)
 
(227
)
(200
)
(27
)
Cash proceeds from common shares issued
51

6

45

 
247

26

221

 
 
 
 
 
 
 
 
Dividends paid per common share ($)
0.450

0.425

0.025

 
1.350

1.275

0.075

 
 
 
 
 
 
 
 
Total dividends paid
(196
)
(181
)
(15
)
 
(583
)
(540
)
(43
)
Non-cash dividend reinvestment plan
73

71

2

 
224

200

24

Cash dividends paid
(123
)
(110
)
(13
)
 
(359
)
(340
)
(19
)
(1) 
Mainly related to the Corporation's dividend reinvestment plan and ATM Program. See "Cash Flow Requirements" on page 11 for further information.

On February 14, 2019 and July 31, 2019, Fortis declared a dividend of $0.45 per common share payable on June 1, 2019 and September 1, 2019, respectively. On September 10, 2019, Fortis declared a dividend of $0.4775 per common share payable on December 1, 2019. The payment of dividends is at the discretion of the Board of Directors and depends on the Corporation's financial condition and other factors.


CONTRACTUAL OBLIGATIONS

There were no material changes to the contractual obligations disclosed in the Corporation's 2018 annual MD&A, except issuances of long-term debt and credit facility utilization described above and other items as follows.

In the first quarter of 2019, FortisBC Energy entered into two separate agreements to purchase pipeline capacity on the Westcoast Pipeline over a 42-year term, beginning in the fourth quarter of 2020, increasing obligations by a total of approximately $334 million.

In March 2019 UNS Energy entered into a build-transfer agreement to develop a wind-powered electric generation facility, the Oso Grande Wind Project, which is expected to be completed by December 2020. UNS Energy expects to make payments under the agreement of US$259 million in 2019 and US$111 million in 2020, contingent upon certain performance obligations.

In April 2019 the Waneta Expansion ceased to be a related party. This resulted in the disclosure of power purchase obligations of approximately $2.6 billion related to FortisBC Electric's agreement to purchase capacity from the Waneta Expansion over the 40-year period that began in April 2015.

Under a funding framework with the Governments of Ontario and Canada, Fortis will contribute a minimum of approximately $155 million of equity capital into Wataynikaneyap Power, based on Fortis' proportionate 39% ownership interest and the final regulatory-approved capital cost of the Wataynikaneyap Power project. In October 2019 Wataynikaneyap Power entered into loan agreements to help finance the project during construction ("construction loan agreements"). In the event a lender under the construction loan agreements realizes security on the loans, Fortis may be required to accelerate its equity capital contributions, which may be in excess of the amount otherwise required of Fortis under the funding framework to a maximum of $235 million.



MANAGEMENT DISCUSSION AND ANALYSIS

14

September 30, 2019



FORTISLOGO.JPG

CAPITAL STRUCTURE AND CREDIT RATINGS

Fortis requires ongoing access to capital to enable its utilities to fund infrastructure maintenance, modernization and expansion. The Corporation, therefore, targets a consolidated long-term capital structure that will enable it to maintain investment-grade credit ratings. The regulated utilities maintain their own capital structures in line with those reflected in customer rates.
Consolidated Capital Structure
As at
 
September 30,
December 31,
(%)
2019
2018
Debt (1)
55.6
57.0
Preference shares
3.8
3.8
Common shareholders' equity and minority interest
40.6
39.2
 
100.0
100.0
(1) 
Includes long-term debt and finance leases, including current portion, and short-term borrowings, net of cash
The Corporation's credit ratings reflect its low-risk profile, diversity of operations, stand-alone nature and financial separation of each regulated subsidiary, and level of holding company debt.
Credit Ratings
 
 
 
 
 
As at September 30, 2019
Rating
 
Type
 
Outlook
S&P
A-
 
Corporate
 
Negative
 
BBB+
 
Unsecured debt
 
 
DBRS
BBB (high)
 
Corporate
 
Stable
 
BBB (high)
 
Unsecured debt
 
 
Moody's
Baa3
 
Issuer
 
Stable
 
Baa3
 
Unsecured debt
 
 

Between March and May 2019, all three rating agencies affirmed the Corporation's credit ratings and outlooks. The negative outlook from S&P reflects a modest temporary weakening of financial measures as a result of U.S. tax reform reducing cash flow at the Corporation's U.S. regulated utilities.

In July 2019 Moody's downgraded Central Hudson's unsecured debt rating to A3 from A2 and revised its outlook to stable from negative due to higher capital expenditures and the impacts of U.S. tax reform.

In September 2019 S&P downgraded the senior unsecured debt rating of ITC Holdings Corp. to BBB+ from A- due to an expected increase in the ratio of debt at its regulated utilities relative to debt at the holding company and maintained its negative outlook. S&P also affirmed ITC's regulated subsidiaries' secured debt ratings of A.

In October 2019 S&P downgraded Caribbean Utilities' unsecured debt rating to BBB+ from A- due to climate change risk and revised its outlook to stable from negative due to its stable and predictable cash flows.


CAPITAL EXPENDITURE PLAN

Planned capital expenditures are based on detailed forecasts of energy demand, labour and material costs, general economic conditions, foreign exchange rates and other factors. These could change and cause actual expenditures to differ from forecast.

The planned capital expenditures are expected to be funded primarily with cash from operations, utility debt, and common equity from the Corporation's dividend reinvestment plan and ATM Program.

2019 Capital Plan
The 2019 annual capital plan has increased to $4.3 billion, up $0.6 billion from $3.7 billion as disclosed in the 2018 annual MD&A, with $2.6 billion spent in the first nine months of 2019.

MANAGEMENT DISCUSSION AND ANALYSIS

15

September 30, 2019



FORTISLOGO.JPG

Consolidated Capital Expenditures (1)
 
 
Year-to-date September 30, 2019
($ millions)
 
 
 
 
 
 
 
 
 
 
Regulated
Total
 
 
 
 
UNS
Central
FortisBC
Fortis
FortisBC
Other
Regulated
Non-
 
 
ITC
Energy
Hudson
Energy
Alberta
Electric
Electric
Utilities
Regulated (2)
Total
Total
907

513

228

324

297

74

205

2,548

48

2,596

(1) 
Excludes the non-cash equity component of the allowance for funds used during construction ("AFUDC")
(2) 
Includes Energy Infrastructure and Corporate and Other segments

UNS Energy finalized its plans for the construction of the Oso Grande Wind Project (also referred to as the New Mexico Wind Project). This wind farm will complement UNS Energy's solar generation portfolio. UNS Energy's share will be 247 MW, under a build-transfer asset contract, up from 150 MW disclosed in the 2018 annual MD&A. Construction commenced in October 2019, with completion expected by the end of 2020. The 2019 capital cost of the project for UNS Energy has been updated to reflect the additional capacity, and is now expected to be approximately $346 million (US$262 million), including AFUDC, up from approximately $55 million (US$43 million) disclosed in the 2018 annual MD&A. Capital payments expected in the fourth quarter of 2019 are contingent upon certain performance obligations. The total capital cost for UNS Energy is estimated at $527 million (US$399 million) including AFUDC, up from approximately $280 million (US$217 million) disclosed in the 2018 annual MD&A.

At ITC, the 2019 capital forecast has increased by approximately $132 million (US$100 million) associated with the purchase of additional transmission assets in its service territory.

The 2019 capital plan is based on a forecast exchange rate of US$1.00=CAD$1.32, compared to US$1.00=CAD$1.28 disclosed in the 2018 Annual MD&A.

Major Capital Projects Updates
Wataynikaneyap Transmission Power Project
This project will connect 17 remote First Nations communities in Northwestern Ontario to the main electricity grid through construction of 1,800 kilometres of transmission lines. Fortis maintains a 39% equity investment in Wataynikaneyap Power. The initial phase of the project to connect the Pikangikum First Nation to Ontario's power grid was fully funded by the Canadian government and was completed in late 2018.

In April 2019 the Ontario Energy Board approved the leave-to-construct application. In June and July 2019, the environmental assessment notices of approval were received for the final two phases of the project. Also in July, Wataynikaneyap Power and the Government of Canada signed agreements that secure Canada's support. In September 2019 Wataynikaneyap Power awarded the engineering, procurement and construction contract to Valard LP, and a notice to proceed was issued in October when financial close was achieved. The estimated funding for this project is up to $1.9 billion, with the project targeted for completion by the end of 2023.

Eagle Mountain Woodfibre Gas Line Project
In July 2019 Woodfibre LNG Limited ("Woodfibre") received a permit from the British Columbia Oil and Gas Commission, one of the key permits for construction and operation of the project. FortisBC Energy's anticipated capital expenditures, net of forecast customer contributions, related to this project total approximately $350 million. Contingent on Woodfibre making a final investment decision, the project is targeted to be in service in 2023.

Five-Year Capital Plan
The Corporation's five-year 2020-2024 capital plan of $18.3 billion is $1.0 billion, or approximately 6%, higher than the five-year 2019-2023 capital plan of $17.3 billion disclosed in the 2018 annual MD&A. The increase is largely due to expected: (i) grid enhancements and cleaner energy resources at ITC and Caribbean Utilities; (ii) expansion of the Tilbury liquefied natural gas site ("Tilbury 1B") at FortisBC Energy; and (iii) increase in the forecast foreign exchange rate from US$1.00=CAD$1.28 to US$1.00=CAD$1.32.

At ITC, the five-year capital plan increased by approximately $400 million, driven by grid enhancements to interconnect customers and cleaner energy resources to the grid, infrastructure investments to support reliability improvements, and the impact of the updated forecast foreign exchange rate.

MANAGEMENT DISCUSSION AND ANALYSIS

16

September 30, 2019



FORTISLOGO.JPG

The Tilbury 1B project, a regulated major capital project, involves construction of a marine bunkering facility in support of optimizing the existing investment in Tilbury 1A, including additional liquefaction and piping to a marine jetty. The capital cost of this new project is estimated at approximately $364 million. The project has received the Order-in-Council from the Government of British Columbia and an environment assessment for the marine jetty is in progress.

At Caribbean Utilities, the five-year capital plan increased approximately $200 million, driven by a shift to cleaner energy and is attributed to grid enhancements, alternative energy projects and utility scale solar projects, subject to competitive bid, as outlined in the utility's Integrated Resource Plan ("IRP"). The IRP was accepted by the regulator in 2019 and calls for 100 MW of renewable energy to replace diesel generation on Grand Cayman by 2025.


BUSINESS RISK MANAGEMENT

The Corporation's business risks are generally consistent with those disclosed in its 2018 annual MD&A. See "Regulatory Developments" on page 9 and "Capital Structure and Credit Ratings" on page 14 for applicable updates.


OFF-BALANCE SHEET ARRANGEMENTS

There were no significant changes to off-balance sheet arrangements from those disclosed in the 2018 annual MD&A.


FINANCIAL INSTRUMENTS

Derivatives
The Corporation records all derivatives at fair value, with certain exceptions including those derivatives that qualify for the normal purchase and normal sale exception.

There were no material changes with respect to the nature and purpose, methodologies for fair value determination, and carrying values of the Corporation's derivatives from that disclosed in the 2018 annual MD&A. Additional details are provided in Note 16 to the Interim Financial Statements.

Financial Instruments Not Carried at Fair Value
Excluding long-term debt, the consolidated carrying value of the Corporation's remaining financial instruments approximates fair value, reflecting their short-term maturity, normal trade credit terms and/or nature.

As at September 30, 2019, the carrying value of long-term debt, including current portion, was $23,144 million (December 31, 2018 - $24,231 million) compared to an estimated fair value of $26,422 million (December 31, 2018 - $25,110 million). These fair values were calculated in the manner described in the Corporation's 2018 annual MD&A and in Note 16 to the Interim Financial Statements.


RELATED-PARTY AND INTER-COMPANY TRANSACTIONS

Related-party transactions are in the normal course of operations and are measured at the amount of consideration agreed to by the related parties. There were no material related-party transactions for the three and nine months ended September 30, 2019 and 2018.

The Corporation periodically provides short-term financing to subsidiaries to support capital expenditure programs, acquisitions and seasonal working capital requirements. As at September 30, 2019, there were inter-segment loans outstanding of $79 million (December 31, 2018 - $nil). Total interest charged was $1 million for the three and nine months ended September 30, 2019.

Additional details are provided in Note 5 to the Interim Financial Statements.



MANAGEMENT DISCUSSION AND ANALYSIS

17

September 30, 2019



FORTISLOGO.JPG

SUMMARY OF QUARTERLY RESULTS
 
 
Common Equity

 
 
Revenue

Earnings

Basic EPS

Diluted EPS

Quarter Ended
($ millions)

($ millions)

($)

($)

September 30, 2019
2,051

278

0.64

0.63

June 30, 2019
1,970

720

1.66

1.66

March 31, 2019
2,436

311

0.72

0.72

December 31, 2018
2,206

261

0.61

0.61

September 30, 2018
2,040

276

0.65

0.65

June 30, 2018
1,947

240

0.57

0.57

March 31, 2018
2,197

323

0.77

0.76

December 31, 2017
2,111

134

0.32

0.31


These quarterly results reflect organic growth, the timing and recognition of regulatory decisions, seasonality associated with electricity and gas demand, and the disposition of the Waneta Expansion. Revenue is also affected by the cost of fuel, purchased power and natural gas that is flowed through to customers without markup. Given the diversified nature of the Corporation's subsidiaries, seasonality varies. Earnings of the gas utilities tend to be highest in the first and fourth quarters due to space-heating requirements. Earnings of the electric distribution utilities in the United States tend to be highest in the second and third quarters due to the use of air conditioning and other cooling equipment.

September 2019/September 2018: Common Equity Earnings were $278 million, or $0.64 per common share, for the third quarter of 2019 compared to $276 million or $0.65 per common share, for the third quarter of 2018. See "Performance Overview" on page 2.

June 2019/June 2018: Common Equity Earnings were $720 million, or $1.66 per common share, for the second quarter of 2019 compared to $240 million, or $0.57 per common share, for the second quarter of 2018. The increase in earnings was due primarily to: (i) a $484 million gain on the disposition of the Waneta Expansion; (ii) the favourable impact of the mark-to-market accounting of natural gas derivatives at Aitken Creek; (iii) rate base growth at the regulated utilities, led by ITC; and (iv) favourable foreign exchange of $7 million. The increase in earnings was tempered by: (i) lower retail sales, driven by weather, and higher depreciation and interest expense at UNS Energy; (ii) lower earnings contribution from the Energy Infrastructure segment due to lower hydroelectric production in Belize; and (iii) lower realized margins at Aitken Creek.

March 2019/March 2018: Common Equity Earnings were $311 million, or $0.72 per common share, for the first quarter of 2019 compared to $323 million, or $0.77 per common share, for the first quarter of 2018. The decrease in earnings was due primarily to a one-time $30 million favourable remeasurement of the Corporation's deferred income tax liabilities in the first quarter of 2018 as a result of an election to file a consolidated state income tax return, which offsets earnings growth in the first quarter of 2019. Earnings growth in the first quarter of 2019 was driven by: (i) strong performance at the regulated utilities due primarily to rate base growth; (ii) increased earnings at Central Hudson associated with its rate order effective July 1, 2018; (iii) higher electricity and gas sales at UNS Energy due largely to weather; and (iv) favourable foreign exchange of $9 million. Growth was tempered by: (i) lower earnings contribution from the Energy Infrastructure segment due to lower realized margins and higher unrealized losses on the mark-to-market accounting of natural gas derivatives at Aitken Creek, along with lower hydroelectric production in Belize; and (ii) a lower ROE incentive adder at ITC.

December 2018/December 2017: Common Equity Earnings were $261 million, or $0.61 per common share, for the fourth quarter of 2018 compared to $134 million, or $0.32 per common share, for the fourth quarter of 2017. The increase in earnings was due primarily to: (i) a $146 million increase in 2017 income tax expense associated with deferred tax remeasurements under U.S. tax reform; and (ii) a $14 million decrease in 2018 income tax expense associated with deferred tax remeasurements related to assets held for sale, partially offset by; (iii) a $21 million unrealized foreign exchange gain on a US-dollar denominated affiliate loan in 2017.



MANAGEMENT DISCUSSION AND ANALYSIS

18

September 30, 2019



FORTISLOGO.JPG

CRITICAL ACCOUNTING ESTIMATES

The preparation of the Interim Financial Statements requires management to make estimates and judgments that affect the reported amounts of, and disclosures related to, assets, liabilities, revenues, expenses and contingencies. Actual results could differ materially from estimates.

There were no material changes to the nature of the Corporation's critical accounting estimates or contingencies from that disclosed in the 2018 annual MD&A.


ACCOUNTING POLICY CHANGES

Leases
Effective January 1, 2019, the Corporation adopted Accounting Standards Update ("ASU") 2016-02, Leases, that requires lessees to recognize a right-of-use asset and lease liability for all leases with a lease term greater than 12 months, along with additional disclosures. Fortis applied the transition provisions of the new standard as of the adoption date and did not retrospectively adjust prior periods in accordance with the modified retrospective approach. Fortis elected a package of implementation options, referred to as practical expedients, that allowed it to not reassess: (i) whether existing contracts, including land easements, are or contain a lease; (ii) the classification of existing leases; or (iii) the initial direct costs for existing leases. Fortis also utilized the hindsight practical expedient to determine the lease term. Upon adoption, Fortis did not identify or record an adjustment to the opening balance of retained earnings, and there was no impact on net earnings or cash flows. Refer to Note 8 to the Interim Financial Statements for more detail.

Hedging
Effective January 1, 2019, the Corporation adopted ASU No. 2017-12, Targeted Improvements to Accounting for Hedging Activities, which better aligns risk management activities and financial reporting for hedging relationships through changes to designation, measurement, presentation and disclosure guidance. Adoption did not have a material impact on the Interim Financial Statements and related disclosures.

Fair Value Measurement Disclosures
Effective January 1, 2019, the Corporation adopted elements of ASU No. 2018-13, Changes to the Disclosure Requirements for Fair Value Measurement, that are allowed to be early adopted. This ASU improves the effectiveness of financial statement note disclosures by clarifying what is required and important to users of the financial statements. The partial adoption of this ASU removed the following disclosures: (a) the amount of, and reasons for, transfers between level 2 and level 3 of the fair value hierarchy; (b) the policy for timing of transfers between levels; and (c) the valuation processes for level 3 fair value measurements.


FUTURE ACCOUNTING PRONOUNCEMENTS

Financial Instruments
ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments, issued in June 2016, is effective for Fortis January 1, 2020 and is to be applied on a modified retrospective basis. Principally, it requires entities to use an expected credit loss methodology and to consider a broader range of reasonable and supportable information to estimate credit losses. Adoption is not expected to have a material impact on the consolidated financial statements and related disclosures.

Pensions and Other Post-Retirement Plan Disclosures
ASU No. 2018-14, Changes to the Disclosure Requirements for Defined Benefit Plans, issued in August 2018, is effective for Fortis January 1, 2021 and is to be applied on a retrospective basis for all periods presented. Principally, it modifies the disclosure requirements for employers with defined pension or other post-retirement plans and clarifies disclosure requirements. In particular, it removes the following disclosures: (a) the amounts in accumulated other comprehensive income expected to be recognized as components of net period benefit costs over the next fiscal period; (b) the amount and timing of plan assets expected to be returned to the employer; and (c) the effects of a one-percentage-point change on the assumed health care costs and the change in rates on service cost, interest cost and the benefit obligation for post-retirement health care benefits. Fortis plans to early adopt this update in the 2019 annual audited consolidated financial statements.

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OUTLOOK

Over the long term, Fortis is well positioned to enhance shareholder value through the execution of its capital expenditure plan, the balance and strength of its diversified portfolio of utility businesses, and growth opportunities within and proximate to its service territories.

The Corporation's $18.3 billion five-year capital plan is expected to increase rate base from $28.0 billion in 2019 to $34.5 billion in 2022 and $38.4 billion in 2024, translating into three- and five-year compound average growth rates of 7.2% and 6.5%, respectively. The five-year capital plan reflects the continuation of key industry trends including grid modernization and the delivery of cleaner energy. Beyond the base capital plan, Fortis continues to pursue additional energy infrastructure opportunities. Key opportunities not yet included in the five-year capital plan include: further expansion of liquefied natural gas infrastructure in British Columbia; the fully permitted, cross-border, Lake Erie connector electric transmission project in Ontario; and the acceleration of cleaner energy goals in Arizona.

Fortis expects long-term growth in rate base to support continuing growth in earnings and dividends. Fortis is targeting average annual dividend growth of approximately 6% through 2024. This dividend guidance takes into account many factors, including the expectation of reasonable outcomes for regulatory proceedings at the Corporation's utilities, the successful execution of the five-year capital plan, and management's continued confidence in the strength of the Corporation's diversified portfolio of utilities and record of operational excellence.


FORWARD-LOOKING INFORMATION

Fortis includes forward-looking information and statements in the MD&A within the meaning of applicable Canadian securities laws and the U.S. Private Securities Litigation Reform Act of 1995, collectively referred to as "forward-looking information", which reflects expectations of Fortis management regarding future growth, results of operations, performance and business prospects and opportunities. Wherever possible, words such as anticipates, believes, budgets, could, estimates, expects, forecasts, intends, may, might, plans, projects, schedule, should, target, will, would and the negative of these terms and other similar terminology or expressions have been used to identify the forward-looking information, which includes, without limitation: targeted average annual dividend growth through 2024; forecast capital expenditures for 2019 and the period 2020 through 2024 and potential funding sources for the capital plan; expected timing, outcome and impact of regulatory decisions; expected or potential funding sources for operating expenses, interest costs and capital expenditure plans; the expectation that maintaining the targeted capital structure of the regulated operating subsidiaries will not have an impact on its ability to pay dividends in the foreseeable future; expected consolidated fixed-term debt maturities and repayments over the next five years; the expectation that the Corporation and its subsidiaries will remain compliant with debt covenants throughout 2019; the nature, timing, benefits, funding sources and expected costs of certain capital projects including the Oso Grande Wind Project, Wataynikaneyap Transmission Power Project, Eagle Mountain Woodfibre Gas Line Project, and Tilbury 1B; the expectation that the adoption of future accounting pronouncements will not have a material impact on the Corporation's consolidated financial statements and the anticipated timing for adoption; forecast rate base for 2022 and 2024; and the expectation that capital investment will support growth in earnings and dividends.

Certain material factors or assumptions have been applied in drawing the conclusions contained in the forward-looking information, including, without limitation: reasonable regulatory decisions and the expectation of regulatory stability; the implementation of the five-year capital expenditure plan; no material capital project and financing cost overruns; sufficient human resources to deliver service and execute the capital expenditure plan; the realization of additional opportunities; the Board exercising its discretion to declare dividends, taking into account the financial performance and condition of the Corporation; no significant variability in interest rates; no significant operational disruptions or environmental liability or upset; the continued ability to maintain the performance of the electricity and gas systems; no severe and prolonged economic downturn; sufficient liquidity and capital resources; the ability to hedge exposures to fluctuations in foreign exchange rates, natural gas prices and electricity prices; the continued availability of natural gas, fuel, coal and electricity supply; continuation of power supply and capacity purchase contracts; no significant changes in government energy plans, environmental laws and regulations that could have a material negative impact; maintenance of adequate insurance coverage; the ability to obtain and maintain licences and permits; retention of existing service areas; no significant changes in tax laws and the continued tax deferred treatment of earnings from the Corporation's foreign operations; continued maintenance of information technology infrastructure and no material breach of cybersecurity; continued favourable relations with Indigenous Peoples; and favourable labour relations.

Forward-looking information involves significant risks, uncertainties and assumptions. Fortis cautions readers that a number of factors could cause actual results, performance or achievements to differ materially from those discussed or implied in the forward-looking information. These factors should be considered carefully and undue reliance should not be placed on the forward-looking information. Risk factors which could cause results or events to differ from current expectations are detailed under the heading "Business Risk Management" in the 2018 annual MD&A and in other continuous disclosure materials filed from time to time with Canadian securities regulatory authorities and the Securities and Exchange Commission.

All forward-looking information herein is given as of October 31, 2019. Fortis disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise.



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