Fortis
Annual Report 2020

Plain-text annual report

F O R T I S I N C . 2 0 2 0 A N N U A L R E P O R T Strength in Connections Fortis Place | Suite 1100, 5 Springdale Street | PO Box 8837 | St. John’s, NL, Canada A1B 3T2 T: 709.737.2800 | F: 709.737.5307 | www.fortisinc.com | TSX NYSE: FTS info@fortisinc.com | @Fortis_NA | Fortis Inc. 2020 ANNUAL REPORT Fortis Inc. Executive David G. Hutchens President and Chief Executive Officer Jocelyn H. Perry Executive Vice President, Chief Financial Officer Nora M. Duke Executive Vice President, Sustainability and Chief Human Resource Officer James P. Laurito Executive Vice President, Business Development and Chief Technology Officer James R. Reid Executive Vice President, Chief Legal Officer and Corporate Secretary Gary J. Smith Executive Vice President, Eastern Canadian and Caribbean Operations Stephanie A. Amaimo Vice President, Investor Relations Karen J. Gosse Vice President, Treasury and Planning Ronald J. Hinsley Vice President, Chief Information Officer Karen M. McCarthy Vice President, Communications and Corporate Affairs Regan P. O’Dea Vice President, General Counsel James D. Roberts Vice President, Controller Photography: David Howells, St. John’s, NL David Sanders, Tucson, AZ Design and Production: m5 Marketing Communications, St. John’s, NL www.m5.ca Moveable Inc., Toronto, ON www.moveable.com Printer: The Lowe-Martin Group, Ottawa, ON Board of Directors Douglas J. Haughey Q X H Chair of the Board, Fortis Inc. Calgary, Alberta Tracey C. Ball Q H Corporate Director Victoria, British Columbia Pierre J. Blouin X H Corporate Director Montreal, Quebec Paul J. Bonavia X H Corporate Director Dallas, Texas Lawrence T. Borgard Q X Corporate Director Naples, Florida Maura J. Clark Q H Corporate Director New York, New York Margarita K. Dilley Q X Corporate Director Washington, D.C. Julie A. Dobson X H Corporate Director Potomac, Maryland David G. Hutchens President and CEO, Fortis Inc. Tucson, Arizona Jo Mark Zurel Q X Corporate Director St. John’s, Newfoundland and Labrador Q Audit Committee X Human Resources Committee H Governance and Sustainability Committee For Board of Directors’ biographies, please visit www.fortisinc.com. P U R P O S E Delivering a cleaner energy future V A L U E S We never compromise on safety Nothing matters more to us than protecting the health and safety of our employees, customers and contractors. Our pursuit of safety is relentless. We value our people Our employees are dedicated. We take pride in working hard and doing the right thing. We seek and develop diverse talent and offer an inclusive work environment. We keep it local We believe in local decision-making. Our teams understand the communities we serve. Our companies operate independently, but together as a family of companies we do more than any of us could do alone. We act with courage and integrity We make the right decisions for the long term, even when it’s a tough call. We keep our promises and hold ourselves to the highest ethical standards. We are community champions We make our communities stronger by nurturing local partnerships and giving back to the places we proudly serve. We aim for excellence every day We are energy delivery experts, dedicated to service, performance and growth. We respect the environment and drive innovation to provide energy solutions for our customers. 1 REPORT TO SHAREHOLDERSQuick Facts 3.3 million customers 9,000 employees strong Corporate-wide emissions reduction target of 75% by 2035 compared to 2019 levels Fortis delivered its best safety performance ever in 2020 $55 billion in total assets 47 consecutive years of dividend payment increases 10 utilities in Canada, the U.S. and the Caribbean TSX/NYSE: FTS 60% of Fortis utilities have either a female CEO or Board Chair Community investment of more than $15 million in 2020 Unless otherwise specified, all financial information is referenced in Canadian dollars and all numbers are as at December 31, 2020. 2 FORTIS INC. 2020 ANNUAL REPORTREPORT TO SHAREHOLDERS Connected to Our People and Communities Leading with Strength We are proud of what we have accomplished as a family of companies in 2020. Our accomplishments were many despite the new and unusual ways the pandemic required us to approach our work. The COVID-19 response at Fortis utilities is grounded in our commitment to employee safety and supporting our local communities. Approximately half of our 9,000 employees quickly and efficiently transitioned to working from home while our teams working in field operations adapted to work safely to keep the lights on and the natural gas flowing for our 3.3 million customers. Throughout the pandemic we are seeing our resilience and values shine bright and, while we are physically distant, in many ways we have never been more connected. Jason Milne, Journeyperson On behalf of our Board, we extend our sincerest thanks and gratitude to our employees and their families for the commitment and care they have consistently demonstrated. Melissa Hardy, Investor Relations Analyst, and Bernard Young, Internal Auditor 3 REPORT TO SHAREHOLDERS2 0 2 0 CO M M U N IT Y I N V ESTM E N T A R E AS Biodiversity 5% Environment and Safety 6% Education 14% Social Development 23% COVID-19 Support 33% Small Business and Other Support 7% Arts and Culture 4% Health and Wellness 8% $15 million community investment in 2020. The Fortis Community Matters Project In May 2020, Fortis donated $500,000 to 20 non-profit organizations to provide immediate financial support to frontline COVID-19 community response efforts in the headquarter province of Newfoundland and Labrador. “Thank you, thank you, we are truly humbled. From all those children and families who will have food, because of Fortis, what an impact you are making.” – Fortis Community Matters Project recipient Rodel Nacion, Customer Service Leader Our local operating model remains at the forefront, with our teams maintaining close connections to their customers and communities throughout the pandemic. This facilitated our timely, decisive and agile response to COVID-19. Our management teams stay focused on what matters most to their employees, customers and local communities, while tapping into the vast network of expertise across the Fortis group to collaborate and create innovative ways to deliver excellent customer service. We understand the pandemic has been very difficult for so many of our customers. Our utilities have been supporting customers by suspending service disconnects, waiving late fees and offering flexible payment options. The Fortis group of companies also invested more than $15 million in our communities in 2020. This amount includes approximately $5 million specifically for COVID-19 community support, such as food banks, mental health agencies and organizations providing personal protective equipment for essential workers. 4 FORTIS INC. 2020 ANNUAL REPORTScott Hutton, Lead Powerline Technician Construction Record Safety Results Safety of our employees is crucial and in 2020 Fortis delivered the best safety performance in its history. We track our all-injury frequency rate (“AIFR”) as an indicator of safety performance, which represents the number of injuries for every 200,000 hours worked. Our AIFR for 2020 was 1.09, an improvement of approximately 25% in comparison to the prior three-year average. Achieving these results in such a challenging year is a testament to our focus and commitment to safety, especially since historically we perform better than the industry average. Reliable Service to Customers in the top quartile Fortis consistently remains relative to our industry peers in terms of reliable energy delivery. We track electricity reliability using the average hours of interruption per customer. In 2020 our average outage duration was 1.9 hours, outperforming both Canadian and U.S. industry average outage durations. ALL-INJURY FREQUENCY RATE (1) ELECTRICITY CUSTOMER AVERAGE OUTAGE DURATION (2) 2 . 0 1 . 0 0 . 0 1.78 1.50 H O U R S 4 . 0 3 . 0 2 . 0 1 . 0 0 . 0 Year over year top quartile reliability performance. 2 0 1 6 2 0 1 7 2 0 1 8 2 0 1 9 2 0 2 0 2 0 1 6 2 0 1 7 2 0 1 8 2 0 1 9 2 0 2 0 Fortis Fortis USA Bureau of Labor Statistics (2016-2019 Average) Canadian Electricity Association (2016-2019 Average) Canadian Electricity Association and U.S. Energy Information Administration Average (1) Injuries per 200,000 hours worked. (2) Based on weighted average of Fortis’ customer count in each jurisdiction. 5 REPORT TO SHAREHOLDERS Strong Financial Performance In 2020 net earnings attributable to common equity shareholders were $1,209 million, or $2.60 per common share, compared to $1,655 million, or $3.79 per common share, for 2019. The change in net earnings reflects significant one-time items including a $484 million gain on the disposition of the Waneta Expansion and a $56 million year over year impact associated with a U.S. federal regulatory decision. Notwithstanding these one-time items, earnings grew by $94 million in 2020. We achieved adjusted net earnings of $1,195 million, or $2.57 per common share, in 2020 compared to $1,115 million, or $2.55 per common share, in 2019. Fortis is well positioned in terms of liquidity due in part to a $1.2 billion common equity offering and the $1.0 billion sale of the Waneta Expansion hydroelectric generating facility in 2019. Together, these actions generated a significant portion of the equity funding required to execute our five-year capital plan and significantly strengthened our liquidity. At the end of 2020 total consolidated credit facilities were $5.6 billion with $4.3 billion unutilized. Over a 20-year period, Fortis has delivered a total shareholder return of 1,107%. Over the same 20-year period, the S&P/TSX Composite and S&P/TSX Capped Utilities indices delivered total returns of 231% and 541%, respectively. SU PERI O R 20 -YEAR TOTAL S HAREH O LD ER RETU RN FTS S&P/TSX Capped Utilities Index S&P/TSX Composite Index 1 , 4 0 0 1 , 2 0 0 1 , 0 0 0 8 0 0 6 0 0 4 0 0 2 0 0 0 1 , 1 07 % 5 41% 2 3 1% (2 0 0) 2 0 0 0 2 0 0 5 2 0 1 0 2 0 1 5 2 0 2 0 Note: Cumulative 20-year total shareholder return as at December 31, 2020. 6 FORTIS INC. 2020 ANNUAL REPORTIn aggregate, we paid dividends per common share of $1.94 in 2020, an increase of 6% compared to 2019. This increase marked 47 consecutive years of dividend increases, one of the longest records for annual common share dividend increases by a Canadian public corporation. With confidence in the growth profile of our low-risk, geographically diversified group of utilities, we extended our average annual dividend growth guidance of 6% to 2025. 47 YEARS O F CO N S ECUTIVE D IVI D EN D I N CREAS ES 6% Average Annual Dividend Growth Guidance to 2025 47 years is one of the longest records for annual common share dividend increases by a Canadian public corporation. $2 . 0 $1 . 5 $1 . 0 $ 0 . 5 74 76 7 8 8 0 8 2 8 4 8 6 8 8 9 0 9 2 9 4 9 6 9 8 0 0 0 2 0 4 0 6 0 8 1 0 1 2 1 4 1 6 1 8 2 0 Kealey Martin, Director, Sustainability, and Andy Morgans, Sustainability Analyst Pete Cox, Fleet Services 7 REPORT TO SHAREHOLDERSRecord Capital Investments of $4.2 billion We deployed record capital expenditures of $4.2 billion in 2020, resulting in annual rate base growth of 8.2%. Our utilities executed our largest capital plan ever while also managing through the pandemic and delivering record safety performance. Several Fortis utilities also experienced significant storm events in 2020. Central Hudson, FortisTCI, ITC Holdings Corp., Maritime Electric and Newfoundland Power experienced extreme weather events that required a rapid response to restore service to customers. This performance speaks to the operational expertise and strength of the leadership teams across Fortis. Alison Fitzgerald, Manager, Financial Reporting 2 0 2 0 $4 . 2 B I L L I O N CA P ITA L P L A N Resiliency and Modernization 52% Customer Growth 14% IT and Cyber 7% Other 7% Cleaner Energy 20% 8 FORTIS INC. 2020 ANNUAL REPORTWith 93% of our assets associated with the delivery of electricity and natural gas, one of the best ways we can support decarbonization is to ensure our infrastructure can deliver cleaner energy to customers. A Capital Plan Focused on Resiliency, Modernization and Delivery of Cleaner Energy The $4.2 billion 2020 capital plan included $2.2 billion spent on resiliency and modernization and $0.9 billion on projects that reduce emissions, water usage or increase customer energy efficiency. Resiliency, modernization and cleaner energy capital investments increased by approximately 20% in comparison to 2019. Five-Year Capital Plan Our $19.6 billion five-year capital plan for the period 2021 to 2025 reflects a $0.8 billion increase over the prior plan. Capital investments are expected to average approximately $4 billion annually over the five-year period, increasing rate base by approximately $10 billion to $40.3 billion and supporting a compound annual growth in rate base of approximately 6%. With virtually all regulated investments consisting of a diverse mix of highly executable and low-risk projects, we are focused on delivering safe, reliable, cleaner and cost-effective service to customers. R ES I L I E N CY A N D M O D E R N I Z ATI O N CA P ITA L $ 2 . 2 B $ 1 . 9 B Spending on resiliency and modernization increased by $0.3 billion in 2020. 2 0 1 9 2 0 2 0 C L E A N E R E N E RGY CA P ITA L $ 8 5 3 M $ 6 5 3 M Cleaner energy spending increased by $200 million in 2020. 2 0 1 9 2 0 2 0 9 REPORT TO SHAREHOLDERSDelivering a Cleaner Energy Future In 2020 we increased our focus on supporting a low-carbon future with an aggressive corporate- wide target to reduce carbon emissions by 75% by 2035 from a 2019 base year. This carbon reduction target builds on our existing low-emissions profile and substantially reduces carbon emissions over a relatively short timeframe. The pace of our planned emissions reduction is well below the two-degree Celsius pathway and is aligned with the goals of the Paris Agreement. To achieve this target, we expect to add 2,400 MW of wind and solar power systems and approximately 1,400 MW of energy storage systems at Tucson Electric Power (“TEP”) by 2035. Although generating electricity is only a small part of our business, the renewable generation capacity planned at TEP alone will lead to an almost five-fold increase in renewable generation capacity at Fortis. Clean energy initiatives at our other utilities will also contribute to achieving this goal. An aggressive corporate-wide target was established to reduce carbon emissions by 75% by 2035 from a 2019 base year. Additionally, FortisBC has committed to reduce customer emissions by 30% by 2030, one of the most ambitious targets in the Canadian utility sector. ITC Holdings Corp., the largest independent transmission company in the U.S., is strategically located in the U.S. Midwest and has already connected approximately 6,800 MW of wind energy to its systems, with plans for more renewable interconnection in the years ahead. 1 0 F O R T I S I N C . 2 0 2 0 A N N U A L R E P O R T By 2035 virtually all of Fortis assets will be comprised of energy delivery and renewable, carbon-free generation. 2 0 2 0 TOTA L AS S E TS P RO J ECTE D 2 0 3 5 TOTA L AS S E TS Fossil-Fuel Generation 5% Renewable Generation 2% Other Generation(1) 1% Renewable Generation 7% Energy Delivery 93% Energy Delivery 92% (1) Predominantly natural gas generation A Continuing Focus on Inclusion and Diversity We recognize that an inclusive and diverse workplace inspires innovation, attracts bright minds and supports employee well-being. Our approach to inclusion and diversity is grounded in respect, our eagerness to listen and learn and our drive for change. In 2020 we created an Inclusion and Diversity Council that lived includes representatives with diverse experiences from across our utilities. The purpose of the Council is to guide our inclusion and diversity strategy and its implementation. During a year where our communities experienced social unrest and protests for equality, empowerment and dignity, we reaffirmed our commitment to doing what is right and influencing positive actions. Fortis signed the BlackNorth Initiative pledge in 2020, joining other senior leaders from public corporations to end systemic anti-Black racism. Our focus on gender diversity continued in 2020. Women represent 40% of Fortis Inc. Board members elected in 2020, 42% of executives at head office and 60% of Fortis utilities have either a female CEO or Board Chair. R E P O R T T O S H A R E H O L D E R S 1 1 Leadership Succession On December 31, 2020, Barry Perry retired as President and CEO of Fortis. Barry spent over 20 years of his career with the company, assuming the role of President and CEO in 2015. His vision for Fortis resulted in the company’s strategic expansion in the U.S., doubling its size and becoming a North American utility leader. During his leadership, Fortis total shareholder return was 104%, or approximately 12% per year. We thank Barry for his leadership, integrity and drive to grow Fortis into the company it is today. His accomplishments were extraordinary and his guidance, commitment to excellence and humble nature have left a lasting impression on the culture of Fortis. 1 2 F O R T I S I N C . 2 0 2 0 A N N U A L R E P O R T A Premium North American Energy Delivery Company 2020 demonstrated the depth of our talent and what we can achieve when we come together as one strong company. Employee safety and local community needs will continue to guide our pandemic response in 2021 as Fortis utilities maintain reliable energy delivery for our customers. Our long-term strategy leverages our unique operating model, sustainability profile, geographic and regulatory diversity, operating expertise, reputation and financial strength. We see tremendous potential in our industry and we are well positioned to drive innovation and take advantage of exciting new opportunities. Our growth platform is stronger than ever, and it supports our efforts to deliver a cleaner energy future as well as dividend growth and stability to shareholders. As we look back on 2020, we want to express our gratitude to our shareholders who have invested in our future. Thank you for your confidence in Fortis. On behalf of the Board of Directors, Douglas J. Haughey Chair of the Board Fortis Inc. David G. Hutchens President and CEO Fortis Inc. 1 3 REPORT TO SHAREHOLDERS Financial Highlights N E T E AR N I N G S AT TR I B UTAB L E TO COM MO N EQU IT Y S HAR E H O L DE RS ($M) 1,655 BAS I C E A R N I N G S PE R CO M M O N S HAR E ($) 3.79 1,027 963 1,100 1,066 1,115 1,209 1,195 721 585 2.47 2.59 2.51 2.55 2.60 2.57 2.33 2.32 1.89 2 0 1 6 (1) 2 0 1 7 (2) 2 0 1 8 (3) 2 0 1 9 (4) 2 0 2 0 (5) 2 0 1 6 (1) 2 0 1 7 (2) 2 0 1 8 (3) 2 0 1 9 (4) 2 0 2 0 (5) As Reported Adjusted (6) As Reported Adjusted (6) CAP ITAL EXPE N D ITU R ES ($B) R E V E N U E ($B) 4.2 3.8 3.0 3.2 2.1 8.8 8.9 2 0 1 6 2 0 1 7 2 0 1 8 2 0 1 9 2 0 2 0 2 0 1 6 2 0 1 7 2 0 1 8 2 0 1 9 2 0 2 0 AS S E TS ($B) M I DY E A R R ATE BAS E ($B) 47.9 47.8 53.1 53.4 55.5 30.5 28.0 26.1 23.5 24.6 2 0 1 6 2 0 1 7 2 0 1 8 2 0 1 9 2 0 2 0 2 0 1 6 2 0 1 7 2 0 1 8 2 0 1 9 2 0 2 0 (1) Results were impacted by accretion associated with the acquisition of ITC in October 2016 and Aitken Creek in April 2016, as well as associated acquisition-related costs. Adjusted net earnings exclude acquisition-related costs and other non-operating items. (2) Results were impacted by a full year’s contribution from ITC and Aitken Creek. Adjusted net earnings exclude the impact of U.S. tax reform and other non-operating items. (3) Results were tempered by the ongoing impact of U.S. tax reform and a reduced independence incentive adder at ITC. Adjusted net earnings exclude certain non-operating items. (4) Results were impacted by a gain on disposition of the Waneta Expansion and a favourable adjustment associated with a regulatory order at ITC. Adjusted net earnings exclude the gain on disposition, the favourable regulatory adjustment and other non-operating items. (5) Results were impacted by a favourable adjustment associated with a regulatory order at ITC. Adjusted net earnings exclude the favourable regulatory adjustment and certain non-operating items. (6) Non-GAAP measure All financial information is presented in Canadian dollars. Information is for the fiscal years ended December 31. 1 4 FORTIS INC. 2020 ANNUAL REPORTHighly Regulated, Low-Risk and Diversified Utility Business R EG U L ATE D CUSTOMERS PEAK DEMAND ELECTRIC GAS TOTAL MIDYEAR CAPITAL ELECTRIC (#) GAS (#) EMPLOYEES (#) ELECTRIC (MW) GAS (TJ) SALES (GWh) VOLUMES (PJ) EARNINGS ($M) ASSETS ($B) RATE BASE ($B) PROGRAM ($M) 2 021F (1) ITC (2) – – 699 23,364 – – UNS Energy 532,000 163,000 2,057 3,309 107 16,763 – 15 449 20.4 9.9 1,000 302 10.8 6.2 749 Central Hudson 300,000 80,000 1,061 1,1 42 121 4,969 23 FortisBC (3) 182,000 1,048,000 2,514 740 1,555 3,291 219 FortisAlberta 572,000 Other Electric (4) 468,000 – – 1,085 2,770 1,422 2,050 – – 16,092 9,175 – – 91 231 133 112 3.9 10.1 5.1 4.3 2.3 6.7 3.8 3.3 306 620 346 721 2,054,000 1,291,000 8,838 33,375 1,783 50,290 257 1,318 54.6 32.2 3,742 (1) Forecast (2) Data reflects 100% of ITC’s operations except for earnings, which represent the Corporation’s 80.1% ownership interest. ITC has no retail customers. (3) Includes FortisBC Energy and FortisBC Electric. (4) Data reflects 100% of Caribbean Utilities’ operations except earnings, which represent the Corporation’s 60% ownership interest. Also includes Newfoundland Power, Maritime Electric, FortisOntario, a 39% equity investment in Wataynikaneyap Power Limited Partnership, Fortis Turks and Caicos, and a 33% equity investment in Belize Electricity. 99% R EG U L ATE D U TI L ITI ES Electric 82% Gas 17% Non-Regulated (1) 1% Total Assets of $55 billion as of December 31, 2020. ASSETS (1) Comprising of energy infrastructure investments in British Columbia and Belize. 1 5 REPORT TO SHAREHOLDERS Management Discussion and Analysis Dated February 11, 2021 This MD&A has been prepared in accordance with National Instrument 51-102 – Continuous Disclosure Obligations. It should be read in conjunction with the 2020 Annual Financial Statements is subject to the cautionary statement and disclaimer and provided under “Forward-Looking Information” on page 56. Further information about Fortis, including its Annual Information Form filed on SEDAR, can be accessed at www.fortisinc.com, www.sedar.com, or www.sec.gov. Financial information herein has been prepared in accordance with 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 US dollar-to-Canadian dollar exchange rates: (i)  average of 1.34 and 1.33 for the years ended December 31, 2020 and 2019, respectively; (ii)  1.27 and 1.30 as at December 31, 2020 and 2019, respectively; (iii)  average of 1.30 and 1.32 for the quarters ended December 31, 2020 and 2019, respectively; and (iv) 1.32 for all forecast periods. Certain terms used in this MD&A are defined in the “Glossary” on page 57. ABOUT FORTIS Fortis (TSX/NYSE: FTS) is a well-diversified leader in the North American regulated electric and gas utility industry, with revenue of $8.9 billion and total assets of $55 billion as at December 31, 2020. Regulated utilities account for 99% of the Corporation’s assets with the remainder primarily attributable to non- regulated energy infrastructure. The Corporation’s 9,000 employees serve 3.3 million utility customers in five Canadian provinces, nine US states and three Caribbean countries. As at December 31, 2020, 66% of the Corporation’s assets were located outside Canada and 59% of 2020 revenue was derived from foreign operations. Jocelyn Perry, EVP, CFO, Fortis Contents About Fortis ....................................................................................................................... 16 Significant Items.............................................................................................................. 18 Performance at a Glance ........................................................................................... 19 The Industry ....................................................................................................................... 22 Operating Results ........................................................................................................... 23 Business Unit Performance ...................................................................................... 24 ITC ...................................................................................................................................... 24 UNS Energy .................................................................................................................. 25 Central Hudson ......................................................................................................... 25 FortisBC Energy ......................................................................................................... 26 FortisAlberta ................................................................................................................ 26 FortisBC Electric ........................................................................................................ 27 Other Electric .............................................................................................................. 27 Energy Infrastructure ............................................................................................. 27 Corporate and Other ............................................................................................. 28 Non-US GAAP Financial Measures ....................................................................... 28 Regulatory Highlights .................................................................................................. 29 Financial Position ............................................................................................................ 31 Liquidity and Capital Resources ............................................................................ 32 Cash Flow Requirements .................................................................................... 32 Cash Flow Summary .............................................................................................. 33 Contractual Obligations....................................................................................... 35 Capital Structure and Credit Ratings ........................................................... 36 Capital Plan .................................................................................................................. 36 Business Risks .................................................................................................................... 39 Accounting Matters ...................................................................................................... 46 Financial Instruments ................................................................................................... 49 Long-Term Debt and Other ............................................................................... 49 Derivatives .................................................................................................................... 49 Selected Annual Financial Information ............................................................ 51 Fourth Quarter Results ................................................................................................ 52 Summary of Quarterly Results ............................................................................... 53 Related-Party and Inter-Company Transactions ......................................... 54 Management’s Evaluation of Controls and Procedures ......................... 55 Outlook ................................................................................................................................. 55 Forward-Looking Information ................................................................................ 56 Glossary ................................................................................................................................ 57 Annual Consolidated Financial Statements................................................... 59 1 6 FORTIS INC. 2020 ANNUAL REPORT TOTA L AS S E TS AT D EC E M B E R 31 , 2 0 2 0 Electric 82% US 63% Gas 17% Non-Regulated 1% Canada 34% Caribbean 3% Fortis is principally an energy delivery company, with 93% of its assets related to transmission and distribution. The business is characterized by low-risk, stable and predictable earnings and cash flows. Earnings, EPS and TSR are the primary measures of financial performance. Fortis’ regulated utility businesses are: ITC (electric transmission – Michigan, Iowa, Minnesota, Illinois, Missouri, Kansas and Oklahoma); UNS Energy (integrated electric and natural gas distribution – Arizona); Central Hudson (electric transmission and distribution, and natural gas distribution – New York); FortisBC Energy (natural gas transmission and distribution – British Columbia); FortisAlberta (electric distribution – Alberta); FortisBC Electric (integrated electric – British Columbia); Newfoundland Power (integrated electric – Newfoundland and Labrador); Maritime Electric (integrated electric – Prince Edward Island); FortisOntario (integrated electric – Ontario); Caribbean Utilities (integrated electric – Grand Cayman); and FortisTCI (integrated electric – Turks and Caicos Islands). Fortis also holds equity investments in the Wataynikaneyap Partnership (electric transmission – Ontario) and Belize Electricity (integrated electric – Belize). Non-regulated energy infrastructure consists of Aitken Creek (natural gas storage facility – British Columbia), BECOL (three hydroelectric generation facilities – Belize) and the Waneta Expansion up to its disposition in April 2019. Fortis has a unique operating model with a small head office in St. John’s, Newfoundland and Labrador and business units that operate on a substantially autonomous basis. Each utility has its own management team and most have a board of directors with a majority of independent members, which provides effective oversight within the broad parameters of Fortis policies and best practices. Subsidiary autonomy supports constructive relationships with regulators, policy makers, customers and communities. Fortis believes this model enhances accountability, opportunity and performance across the Corporation’s businesses, and positions Fortis well for future investment opportunities. Fortis strives to provide safe, reliable and cost-effective energy service to customers using sustainable practices while delivering long-term profitable growth to shareholders. Management is focused on achieving growth through the execution of its capital plan and the pursuit of investment opportunities within and proximate to its service territories. Additional information about the Corporation’s business and reporting units is provided in Note 1 in the 2020 Annual Financial Statements. 1 7 Management Discussion and AnalysisFORTIS INC. 2020 ANNUAL REPORTSIGNIFICANT ITEMS COVID-19 Pandemic The Corporation’s utilities continue to reliably and safely deliver an essential service during the COVID-19 Pandemic. Developments are continuously monitored with commensurate measures being taken. The Corporation’s utilities have assessed supply chain risk and other potential impacts of the pandemic to ensure that they can continue to provide safe, reliable service while supporting public health. Excluding the impact of the delay in TEP’s general rate application (see “Regulatory Highlights” on page 29), the COVID-19 Pandemic did not have a material impact on the Corporation’s capital expenditures, revenue or earnings in 2020. The financial impact to Fortis approximated $0.05 per common share and reflected: (i) reduced sales in the Caribbean; and (ii) higher net operational expenses, including increased credit loss expense, largely at Central Hudson and UNS Energy. Further information regarding the key impact areas for Fortis with respect to the pandemic is summarized below. Revenue Energy sales across all of the Corporation’s utilities have been impacted by the closure and reopening of non-essential businesses along with stay-at-home orders and other economic impacts related to the COVID-19 Pandemic. Generally, work-from-home practices have resulted in an increase in residential sales while commercial and industrial sales have decreased. Regulatory mechanisms function to protect approximately 62% of the Corporation’s annual revenue from changes in sales. Of the remaining 38%, principally at UNS Energy and the Other Electric segment, approximately 21% is residential and 17% is commercial and industrial. Overall, approximately 83% of revenues are either protected by regulatory mechanisms or derived from residential sales. Since the start of the COVID-19 Pandemic in 2020, as compared to the same period in 2019, residential electricity sales at UNS Energy increased by 17%, due mainly to warmer temperatures and work-from-home practices. Commercial and industrial electricity sales decreased by 2%, resulting in an overall sales increase of 7%. Excluding weather, retail electricity sales increased 2%. Sales at the Other Electric segment decreased by 2% since the start of the COVID-19 Pandemic, as compared to the same period in 2019. This was comprised of a 3% increase in residential sales and an 8% decrease in commercial sales, due largely to reduced tourism-related activities in the Caribbean. Overall, variations in 2020 sales associated with the COVID-19 Pandemic at UNS Energy and the Other Electric segment did not have a material impact on Fortis. While the Corporation does not expect the COVID-19 Pandemic to materially impact Fortis in 2021, the residential and commercial sales mix, particularly for UNS Energy and the Other Electric segment, will continue to be evaluated. Overall, the estimated annual impact on EPS of a 1% change in sales at each of UNS Energy and the Other Electric segment is approximately $0.01. Capital Expenditures Capital expenditures were not materially impacted by the COVID-19 Pandemic. Total expenditures of $4.2 billion were broadly consistent with the 2020 capital plan. The Corporation does not expect the COVID-19 Pandemic to impact its overall five-year capital plan, although certain planned expenditures may shift within the five years depending on the length and severity of the pandemic. Liquidity Fortis is well positioned with strong liquidity due, in part, to a $1.2 billion common equity offering and the sale of the Waneta Expansion in 2019. As at December 31, 2020, total consolidated credit facilities were $5.6 billion with $4.3 billion unutilized. Fortis and its utilities continue to be successful in accessing capital markets. See “Liquidity and Capital Resources” on page 32. The economic impact of the COVID-19 Pandemic has affected customers’ ability to pay their energy bills with commensurate short-term working capital impacts. The Corporation’s utilities have instituted various customer relief initiatives, including the temporary suspension of non-payment disconnects and late fees, delayed customer rate increases and the deferred recovery of costs. The Corporation has seen an increase in accounts receivable and, accordingly, its allowance for credit losses in 2020. While not material to Fortis, UNS Energy and Central Hudson, in particular, experienced an increase in credit loss expense in 2020 associated with slower customer collections largely due to the COVID-19 Pandemic. See Note 6 in the 2020 Annual Financial Statements. The unfavourable impact on cash flow in 2020 associated with slower collection of customer balances was offset by other changes in Operating Cash Flow (see “Performance at a Glance – Operating Cash Flow” on page 21). 1 8 Management Discussion and AnalysisFORTIS INC. 2020 ANNUAL REPORTRegulatory Matters Regulator and other stakeholder work schedule disruptions caused delays and postponements for certain regulatory proceedings in 2020. See “Regulatory Highlights” on page 29. The Corporation’s significant regulatory proceedings, as discussed below, were concluded by the end of 2020. Pension Plans The Corporation’s exposure to changes in pension expense is limited by regulatory mechanisms which cover approximately 80% of defined benefit pension plans. The remaining 20% relates primarily to UNS Energy and its exposure is largely attributable to the use of a historical test year in setting rates. Based upon pension plan valuations as at December 31, 2020, the change in pension expense at UNS Energy in 2021, as compared to 2020, is not material to Fortis. Outlook The continued uncertainty surrounding the evolution of the pandemic makes it difficult to predict the ultimate operational and financial impacts on Fortis. Potential impacts are discussed under “Business Risks” on page 39. Significant Regulatory Decisions TEP Rate Order In December 2020, the ACC issued a rate order on TEP’s general rate application establishing new customer rates effective January 1, 2021, including: (i) an increase in non-fuel revenue of $77 million (US$58 million); (ii) an allowed ROE of 9.15%, with a 0.20% return on the fair value increment and a capital structure of 53% common equity; and (iii) a Rate Base of approximately $3.5 billion (US$2.7 billion) which includes post-test year investments in Gila River Unit 2 and 10 RICE Units. FortisAlberta 2021 GCOC In October 2020, the AUC concluded the 2021 GCOC proceeding and set the ROE for 2021 at 8.50% using a capital structure of 37% common equity, consistent with 2020. November 2020 AUC Decision In November 2020, the AUC issued a decision with respect to the 2018 Independent System Operator Tariff Application reversing proposed changes to the AESO’s customer contribution policy. This resulted in FortisAlberta retaining approximately $400  million of unamortized customer contributions in its Rate Base. See “Regulatory Highlights” on page 29 for further information on these significant regulatory developments. PERFORMANCE AT A GLANCE Key Financial Metrics ($ millions, except as indicated) Common Equity Earnings Actual Adjusted (1) Basic EPS ($) Actual Adjusted (1) Dividends Paid per Common Share ($) Actual Payout Ratio (%) Adjusted Payout Ratio (%) (1) Weighted Average Number of Common Shares Outstanding (millions) Operating Cash Flow Capital Expenditures (2) 2020 1,209 1,195 2.60 2.57 1.9375 74.5 75.4 464.8 2,701 4,177 2019 1,655 1,115 3.79 2.55 1.8275 48.2 71.7 436.8 2,663 3,818 Variance (446) 80 (1.19) 0.02 0.11 26.3 3.7 28 38 359 (1) See “Non-US GAAP Financial Measures” on page 28 (2) Includes Fortis’ $138 million share of development costs and capital spending for the Wataynikaneyap Transmission Power Project TSR (1) (%) Fortis 1-Year – 3-Year 8.0 5-Year 10.9 10-Year 8.3 20-Year 13.3 (1) Annualized TSR per Bloomberg, as at December 31, 2020 1 9 Management Discussion and AnalysisFORTIS INC. 2020 ANNUAL REPORT Earnings and EPS The $446  million decrease in Common Equity Earnings reflected significant one-time items: (i)  a $484  million gain on the disposition of the Waneta Expansion in April 2019; and (ii)  the $56  million net impact associated with the reversal of prior period liabilities as a result of the November 2019 and May 2020 FERC decisions at ITC (see “Regulatory Highlights” on page 29). Excluding the significant one-time items, the Corporation delivered higher earnings of $94 million in 2020 reflecting: (i) Rate Base growth of 8.2%; (ii) increased retail electricity sales at UNS Energy, driven largely by weather; and (iii) higher earnings from Belize, mainly from increased hydroelectric production. Earnings were also favourably impacted by mark-to-market accounting of natural gas derivatives at Aitken Creek which resulted in unrealized losses of $15  million in 2019 compared to unrealized gains of less than $1  million in 2020. This growth was tempered by: (i) the delay in TEP’s general rate application, resulting in approximately $1 billion of Rate Base not reflected in customer rates in 2020; and (ii) the impact of the COVID-19 Pandemic, reflecting lower sales in the Caribbean and higher net operational expenses, including increased credit loss expense, largely at Central Hudson and UNS Energy. In addition to the above-noted items impacting earnings, the change in EPS reflected an increase in the weighted average number of common shares outstanding, largely associated with the Corporation’s $1.2 billion common equity issuance in the fourth quarter of 2019. Adjusted Common Equity Earnings and Adjusted Basic EPS increased by $80 million and $0.02, respectively. Refer to “Non-US GAAP Financial Measures” on page 28 for a reconciliation of these measures. The changes in Adjusted Basic EPS are illustrated in the chart below. CHANGES IN ADJUSTED BASIC EP S $0.03 $0.01 $0.01 $0.03 $0.03 $0.06 $2.55 $2.57 $(0.15) 2019 Adjusted EPS ITC Transmission (1) Western Canadian Electric and Gas (2) US Electric and Gas (3) Energy Infrastructure (4) Other Electric (5) Foreign Exchange (6) Weighted Average Shares (7) 2020 Adjusted EPS (1) Primarily reflects Rate Base growth and an increase in the base ROE (2) FortisBC Energy, FortisBC Electric and FortisAlberta. Primarily reflects Rate Base and customer growth, partially offset by the elimination of the PBR efficiency carry-over mechanism at FortisAlberta (3) UNS Energy and Central Hudson. Increase at UNS Energy reflects higher retail sales driven by favourable weather, partially offset by higher costs associated with Rate Base growth not yet reflected in customer rates and higher net operational costs associated with the COVID-19 Pandemic. Increase at Central Hudson reflects Rate Base growth, partially offset by higher net operational expenses associated with the COVID-19 Pandemic. (4) Primarily reflects increased hydroelectric production in Belize due to higher rainfall. Excludes the impact of the disposition of the Waneta Expansion, which was neutral on consolidated earnings (5) Primarily reflects higher equity income from Belize Electricity and Rate Base growth, partially offset by the impacts of the COVID-19 Pandemic, particularly in the Caribbean (6) Average foreign exchange rate of $1.34 in 2020 compared to $1.33 in 2019 (7) Weighted average shares of 464.8 million in 2020 compared to 436.8 million in 2019 2 0 Management Discussion and AnalysisFORTIS INC. 2020 ANNUAL REPORTDividends and TSR Fortis paid a dividend of $0.505 per common share in the fourth quarter of 2020, up from $0.4775 paid in each of the previous four quarters. The total 2020 dividend paid per common share was $1.9375, up $0.11 or 6.0% from 2019 and in line with the Corporation’s dividend guidance. The Actual Payout Ratio was 74.5% in 2020 compared to 48.2% in 2019 and an annual average of 65.5% over the five-year period of 2016 through 2020. The lower Actual Payout Ratio in 2019 was driven by the gain on the disposition of the Waneta Expansion. Fortis has increased its common share dividend for 47 consecutive years. The one-year TSR was flat reflecting market conditions in 2020. Growth of dividends and the market price of the Corporation’s common shares have together yielded a three-year, five-year, 10-year and 20-year TSR of 8.0%, 10.9%, 8.3% and 13.3%, respectively. In September 2020 Fortis extended its targeted average annual dividend growth of approximately 6% through 2025. 47 Y E ARS O F CO M M O N S H AR E D I V I D E N D I N C R E AS ES 73 74 75 76 77 78 79 80 81 82 83 84 85 86 87 88 89 90 91 92 93 94 95 96 97 98 99 00 01 02 03 04 05 06 07 08 09 10 11 12 13 14 15 16 17 18 19 20 Dividend Payments Operating Cash Flow The $38 million increase in Operating Cash Flow was driven by higher cash earnings reflecting Rate Base growth, higher retail sales and fuel and non-fuel cost recoveries at UNS Energy, and an upfront payment received by FortisAlberta associated with a long-term energy retailer agreement. These were partially offset by: (i) higher transmission cost payments at FortisAlberta; (ii) the timing of recovery of higher gas costs at FortisBC Energy; and (iii) slower collections from customers due to the COVID-19 Pandemic. Capital Expenditures Capital expenditures in 2020 were $4.2 billion, $0.4 billion higher than in 2019 and broadly consistent with the 2020 capital plan. For a detailed discussion of the Corporation’s capital expenditure program, see “Capital Plan” on page 36. The Corporation’s five-year 2021–2025 capital plan is targeted at $19.6  billion, $0.8  billion higher than the 2020–2024 capital plan of $18.8  billion disclosed in the 2019 MD&A. The increase is largely due to: (i)  two new major capital projects at FortisBC Energy including the Tilbury LNG Resiliency Tank project and the AMI project, with total expected capital spend of approximately $500  million; (ii) $200 million of additional investment in information technology systems and storm hardening at Central Hudson; and (iii) $100 million of interconnections and system rebuilds to provide additional capacity and other improvements at ITC. The Corporation currently does not expect the COVID-19 Pandemic to impact its overall five-year capital plan. Funding of the capital plan is expected to be primarily through Operating Cash Flow, regulated utility debt and common equity from the Corporation’s DRIP. The five-year capital plan is expected to increase midyear Rate Base from $30.5 billion in 2020 to $36.4 billion by 2023 and $40.3 billion by 2025, representing three- and five-year CAGRs of approximately 6.5% and 6.0%, respectively. Fortis expects this growth in Rate Base will support earnings and dividend growth. 2 1 Management Discussion and AnalysisFORTIS INC. 2020 ANNUAL REPORTP RO J ECTE D R ATE BAS E G ROW TH 30.5 32.2 34.3 36.4 38.3 40.3 s n o i l l i B $ 2020A 2021F 2022F 2023F 2024F 2025F Canadian and Caribbean US Beyond the five-year capital plan, Fortis continues to pursue additional energy infrastructure opportunities including: further expansion of LNG infrastructure in British Columbia; the fully permitted, cross-border, Lake Erie Connector electric transmission project in Ontario; and the acceleration of cleaner energy infrastructure investments across our jurisdictions. THE INDUSTRY The North American energy industry continues to transform. There is an understanding of the impacts of climate change and the need for an energy future with reduced carbon emissions. This creates the need for cleaner energy and energy conservation initiatives to preserve the environment for future generations. The trend toward carbon reduction creates the need for further technological advancements and has heightened customer expectations for cleaner energy. Renewable generation is key to a decarbonized future, with natural gas continuing as a key part of the energy mix. Over the long term, the use of hydrogen may also contribute to carbon reduction. Each of these factors, as well as the increasing affordability of cleaner energy, is driving significant investment opportunity in the utility sector. Energy policies at the federal, state and provincial levels also reflect the rising focus on climate change, with clean energy and carbon reduction initiatives at the forefront. The regulatory and compliance operating environment is also evolving and becoming increasingly complex. These changes are creating additional opportunities to expand investment in new generation sources, including solar and wind, as well as transmission infrastructure to interconnect renewable energy sources to the grid. Investment opportunities in storage are also growing with the proliferation of various renewable generation sources and decreasing costs of energy storage technology. The electrification of the transportation sector is a significant opportunity for reducing GHG emissions. The Corporation’s utilities are well positioned and actively involved in pursuing these opportunities. New technology is driving change across all service territories. Energy delivery systems are being upgraded with advanced meters, additional grid automation, improved controls and more capable operational technology, providing utilities with detailed usage data. Energy management capabilities are expanding through emerging storage and demand response systems, and customers have been enabled with options to manage and reduce energy usage and access more affordable distributed generation technology. Grid hardening and resiliency technology investments are increasing in importance due to climate volatility resulting from more frequent and severe storms, hurricanes and wildfires. While some of these new technologies challenge the traditional role of utilities as one-way service providers, they also offer strategic investment opportunities for improving and expanding service. The proliferation of information and operational technology, along with the exponential growth in data and grid interconnections, is driving the need for increased investment in cyber- and physical security systems. The COVID-19 Pandemic has created a number of challenges for the industry, including the need for remote and socially-distanced work environments. Technological advances in communications, videoconferencing, and information sharing have enabled Fortis, and the industry, to maintain productivity and safe, reliable service to customers. 2 2 Management Discussion and AnalysisFORTIS INC. 2020 ANNUAL REPORT Meaningful customer engagement is increasingly important for utilities as customer expectations change and competition for customer attention becomes more intense. Customers want to make informed energy choices and become active participants in the delivery of their energy services. They also expect personalized service, customized service offerings and more real-time, digital communication. Our utilities are capitalizing on this as an investment opportunity to provide enhanced customer information systems and digital technologies to improve customer service. Fortis is well positioned to capitalize on evolving industry opportunities. Its decentralized structure and customer-focused business culture support the efforts required to meet changing customer expectations, to work with regulators on energy and service solutions, and to be an industry leader in clean energy. Fortis’ culture of innovation underlies a continuous drive to find a better way to safely, reliably and affordably deliver the energy and services that customers want and need. To further advance innovation, Fortis is a strategic partner in the Energy Impact Partners utility coalition, which is a strategic private equity fund that invests in emerging technologies, products, services and business models that are transforming the industry. By leveraging these strengths and partnerships, Fortis expects to remain at the forefront of this ever-changing industry. OPERATING RESULTS ($ millions) Revenue Energy Supply Costs Operating Expenses Depreciation and Amortization Gain on Disposition Other Income, Net Finance Charges Income Tax Expense Net Earnings Net Earnings Attributable to: Non-Controlling Interests Preference Equity Shareholders Common Equity Shareholders Net Earnings Revenue 2020 8,935 2,562 2,437 1,428 – 154 1,042 231 1,389 115 65 1,209 1,389 2019 8,783 2,520 2,452 1,350 577 138 1,035 289 1,852 130 67 1,655 1,852 Variance FX 59 14 19 8 – (2) 8 – 8 1 – 7 8 Other 93 28 (34) 70 (577) 18 (1) (58) (471) (16) (2) (453) (471) The increase in revenue was due primarily to: (i) overall higher flow-through costs in customer rates; (ii) Rate Base growth; (iii) higher retail electricity sales driven by favourable weather in Arizona; and (iv) a $40 million favourable base ROE adjustment at ITC related to prior periods as a result of the May 2020 FERC decision. The increase was partially offset by: (i) a $91 million favourable base ROE adjustment at ITC in 2019 related to prior periods as a result of the November 2019 FERC decision; and (ii)  lower short-term wholesale sales at UNS Energy. See “Regulatory Highlights” on page 29 for further details on the November 2019 and May 2020 FERC decisions. Energy Supply Costs The increase in energy supply costs was due primarily to overall higher commodity costs, partially offset by the impact of lower wholesale sales at UNS Energy. Operating Expenses The decrease in operating expenses was due primarily to: (i)  lower recoverable operating expenses at ITC due to temporary cost saving measures implemented in response to the COVID-19 Pandemic; and (ii) lower flow-through costs at TEP associated with Springerville Units 3 and 4. The decrease was partially offset by higher operating expenses at Central Hudson associated with general inflationary increases and storm events. UNS Energy and Central Hudson also had higher expenses in 2020 related to the COVID-19 Pandemic including an increase in credit loss expense. Depreciation and Amortization The increase in depreciation and amortization was due to continued investment in energy infrastructure at the Corporation’s regulated utilities. Gain on Disposition The gain recorded in 2019 reflects the April 2019 disposition of the Waneta Expansion. Other Income, Net The increase in other income, net was due primarily to: (i)  higher equity income from Belize Electricity; and (ii)  the impact of non-service pension costs, partially offset by; (iii) an $11 million gain recognized in 2019 on the repayment of US$400 million of debt via tender offer. 2 3 Management Discussion and AnalysisFORTIS INC. 2020 ANNUAL REPORT Finance Charges Finance charges were comparable to 2019. An increase in finance charges associated with continued capital investment was offset mainly by lower finance charges at Corporate due to the repayment of debt in 2019 using proceeds from the Waneta Expansion disposition and the $1.2 billion common equity offering. Income Tax Expense The decrease in income tax expense was driven by tax recorded in 2019 upon the disposition of the Waneta Expansion, partially offset by the impact of higher valuation allowances released in 2019. Net Earnings See “Performance at a Glance – Earnings and EPS” on page 20. BUSINESS UNIT PERFORMANCE Common Equity Earnings ($ millions) Regulated Utilities ITC UNS Energy Central Hudson FortisBC Energy FortisAlberta FortisBC Electric Other Electric (2) Non-Regulated Energy Infrastructure (3) Corporate and Other (4) Common Equity Earnings 2020 449 302 91 175 133 56 112 1,318 39 (148) 1,209 2019 471 292 85 165 131 54 106 1,304 18 333 1,655 Variance FX (1) 8 4 – – – – – 12 – (5) 7 Other (30) 6 6 10 2 2 6 2 21 (476) (453) (1) The reporting currency of ITC, UNS Energy, Central Hudson, Caribbean Utilities, FortisTCI and BECOL is the US dollar. The reporting currency of Belize Electricity is the Belizean dollar, which is pegged to the US dollar at BZ$2.00=US$1.00. The Corporate and Other segment includes certain transactions denominated in US dollars. (2) Consists of the utility operations in eastern Canada and the Caribbean: Newfoundland Power; Maritime Electric; FortisOntario; Caribbean Utilities; FortisTCI; and Belize Electricity (3) Primarily consists of long-term contracted generation assets in Belize, Aitken Creek in British Columbia and, until its April 16, 2019 disposition, the Waneta Expansion (4) Includes Fortis net corporate expenses and non-regulated holding company expenses ITC ($ millions) Revenue (1) Earnings (1) 2020 1,744 449 2019 1,761 471 Variance FX 22 8 Other (39) (30) (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. Revenue The decrease in revenue, net of foreign exchange, was due primarily to: (i) a $91 million favourable base ROE adjustment recorded in 2019 related to prior periods as a result of the November 2019 FERC decision; and (ii) lower recoverable operating expenses due to cost saving measures implemented in response to the COVID-19 Pandemic. The decrease was partially offset by: (i) a $40 million favourable base ROE adjustment recorded in 2020 related to prior periods as a result of the May 2020 FERC decision; (ii) Rate Base growth; and (iii) an increase in the base ROE compared to 2019. Earnings The decrease in earnings, net of foreign exchange, was due to significant one-time items related to the reversal of prior period liabilities as a result of the base ROE decisions made by FERC in November 2019 and May 2020. The year over year impact of these one-time items was $56 million reflecting the net of: (i) an $83 million favourable adjustment in 2019; and (ii) a $27 million favourable adjustment in 2020. Excluding this impact, earnings from ITC grew by $26 million in 2020 reflecting growth in Rate Base, an increase in the base ROE compared to 2019, and lower business development costs. See “Regulatory Highlights” on page 29 for further information on the November 2019 and May 2020 FERC decisions. 2 4 Management Discussion and AnalysisFORTIS INC. 2020 ANNUAL REPORT UNS Energy Retail electricity sales (GWh) Wholesale electricity sales (GWh) (1) Gas sales (PJ) Revenue ($ millions) Earnings ($ millions) (1) Primarily short-term wholesale sales Sales 2020 10,920 5,843 15 2,260 302 2019 10,431 7,923 16 2,212 292 Variance FX – – – 24 4 Other 489 (2,080) (1) 24 6 The increase in retail electricity sales was due primarily to higher air conditioning load as a result of warmer temperatures in 2020 as compared to unseasonably cool temperatures in 2019. The COVID-19 Pandemic has not had a material impact on sales as the decrease in consumption by commercial and industrial customers, due to the temporary closure of non-essential businesses, was offset by an increase in consumption by residential customers, due to work-from-home practices. The decrease in wholesale electricity sales was due primarily to the expiration of a short-term capacity sales transaction, which was established to offset costs associated with a Gila River Unit 2 tolling PPA during 2019. The capacity sales transaction ended in December 2019 with the purchase of Gila River Unit 2. Revenue from short-term wholesale sales is primarily credited to customers through regulatory deferral mechanisms and, therefore, does not materially impact earnings. Gas sales were comparable to 2019. Revenue The increase in revenue, net of foreign exchange, was due primarily to higher revenue related to the recovery of fuel and non-fuel costs through the normal operation of regulatory mechanisms and higher retail sales mainly driven by weather. The increase was partially offset by lower short-term wholesale sales and a decrease in flow-through costs related to Springerville Units 3 and 4. Earnings The increase in earnings, net of foreign exchange, was due primarily to higher retail electricity sales, partially offset by higher costs associated with Rate Base growth not reflected in customer rates in 2020. Beginning January 1, 2021, new customer rates are in effect following the conclusion of TEP’s general rate application (see “Regulatory Highlights” on page 29). Higher net operational expenses associated with the COVID-19 Pandemic, including an increase in credit loss expense, also unfavourably impacted earnings. Central Hudson Electricity sales (GWh) Gas sales (PJ) Revenue ($ millions) Earnings ($ millions) Sales 2020 4,969 23 953 91 2019 4,963 22 917 85 Variance FX – – 9 – Other 6 1 27 6 Electricity sales were comparable to 2019. Higher average consumption by residential customers was largely offset by lower average consumption by commercial customers, both as a result of the COVID-19 Pandemic. Gas sales were comparable to 2019. Changes in electricity and gas sales at Central Hudson are subject to regulatory revenue decoupling mechanisms and, therefore, do not materially impact earnings. Revenue The increase in revenue, net of foreign exchange, was due primarily to an increase in gas and electricity delivery rates effective July 1, 2019 and July 1, 2020, reflecting a return on increased Rate Base assets as well as the recovery of higher operating and financing expenses (see “Regulatory Highlights” on page 29 for information on the July 1, 2020 rate increase). The increase was partially offset by the flow through of lower energy supply costs. Earnings The increase in earnings was due primarily to Rate Base growth, partially offset by higher net operational expenses associated with the COVID-19 Pandemic, including an increase in credit loss expense. 2 5 Management Discussion and AnalysisFORTIS INC. 2020 ANNUAL REPORT FortisBC Energy Gas sales (PJ) Revenue ($ millions) Earnings ($ millions) Sales 2020 219 1,385 175 2019 227 1,331 165 Variance (8) 54 10 The decrease in gas sales was due primarily to lower consumption by transportation customers, partially offset by higher consumption from residential customers, due partly to work-from-home practices as a result of the COVID-19 Pandemic. Revenue The increase in revenue was due primarily to a higher cost of natural gas to be recovered from customers and Rate Base growth. Earnings The increase in earnings was due primarily to Rate Base growth. FortisBC Energy earns approximately the same margin regardless of whether a customer contracts for the purchase and delivery of natural gas or only for delivery. Due to regulatory deferral mechanisms, changes in consumption levels and commodity costs do not materially impact earnings. FortisAlberta Electricity deliveries (GWh) Revenue ($ millions) Earnings ($ millions) Deliveries 2020 16,092 596 133 2019 16,887 598 131 Variance (795) (2) 2 The decrease in electricity deliveries was due to lower average consumption by oil and gas and commercial customers, largely associated with the COVID-19 Pandemic and the downturn in the oil and gas sector. The decrease was partially offset by customer additions and higher average consumption by residential customers reflecting work-from-home practices as a result of the COVID-19 Pandemic. As more than 85% 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 was due primarily to: (i) the impact of the AUC’s November 2020 decision with respect to the 2018 Independent System Operator Tariff Application reflecting the flow through of lower depreciation costs with no material impact on earnings (see “Regulatory Highlights” on page 29); and (ii)  the recognition of revenue in 2019 associated with the PBR efficiency carry-over mechanism. The decrease was partially offset by Rate Base growth and customer additions. Earnings The increase in earnings was due primarily to Rate Base growth, customer additions and a lower deferred tax expense due to the utilization of tax loss carryforwards in 2019. The increase was partially offset by higher operating expenses and the impact of the PBR efficiency carry-over mechanism. 2 6 Management Discussion and AnalysisFORTIS INC. 2020 ANNUAL REPORT FortisBC Electric Electricity sales (GWh) Revenue ($ millions) Earnings ($ millions) Sales 2020 3,291 424 56 2019 3,326 418 54 Variance (35) 6 2 The decrease in electricity sales was due to lower average consumption by commercial and industrial customers, partially offset by higher average residential consumption, both due to the impact of the COVID-19 Pandemic. Revenue The increase in revenue was due primarily to higher third-party contract work and Rate Base growth, partially offset by the absence of revenue associated with the provision of operating, maintenance and management services to the Waneta Expansion, which was sold in April 2019. Earnings The increase in earnings was due primarily to Rate Base growth, partially offset by the sale of the Waneta Expansion, discussed above. Due to regulatory deferral mechanisms, changes in consumption levels do not materially impact earnings. Other Electric Electricity sales (GWh) Revenue ($ millions) Earnings ($ millions) Sales 2020 9,175 1,485 112 2019 9,366 1,467 106 Variance FX – 4 – Other (191) 14 6 The decrease in electricity sales was due primarily to overall lower average consumption driven by the COVID-19 Pandemic, largely reflecting the temporary closure of non-essential businesses and border closures affecting tourism-related sales in the Caribbean. Revenue The increase in revenue, net of foreign exchange, was due primarily to the flow through of overall higher energy supply costs and Rate Base growth, partially offset by lower sales. Earnings The increase in earnings was due to higher equity income from Belize Electricity and Rate Base growth, partially offset by the impact of the COVID-19 Pandemic, largely reflecting lower sales in the Caribbean. Energy Infrastructure Electricity sales (GWh) Revenue ($ millions) Earnings ($ millions) Sales 2020 229 88 39 2019 144 82 18 Variance 85 6 21 The increase in electricity sales reflected increased hydroelectric production in Belize due to higher rainfall levels, partially offset by the Waneta Expansion disposition in 2019, which contributed sales of 80 GWh in that year. Revenue and Earnings The increases in revenue and earnings reflected: (i) higher hydroelectric production in Belize; and (ii) the favourable impact of mark-to-market accounting of natural gas derivatives at Aitken Creek which resulted in unrealized losses of $15 million in 2019 compared to unrealized gains of less than $1 million in 2020. The increases in revenue and earnings were partially offset by the Waneta Expansion disposition in 2019. Aitken Creek is subject to commodity price risk, as it purchases and holds natural gas in storage to earn a profit margin from its ultimate sale. Aitken Creek mitigates this risk by using derivatives to materially lock in the profit margin that will be realized upon the sale of natural gas. The fair value accounting of these derivatives creates timing differences and the resultant earnings volatility can be significant. 2 7 Management Discussion and AnalysisFORTIS INC. 2020 ANNUAL REPORT Corporate and Other ($ millions) Net (expenses) income 2020 (148) 2019 333 Variance FX (5) Other (476) The increase in net expenses was due to one-time items: (i)  the net after-tax gain of $484  million on the April 2019 disposition of the Waneta Expansion; and (ii)  a $7  million gain on the repayment of debt recognized in 2019. Excluding these one-time items, Corporate expenses, net of foreign exchange, decreased by $10 million. The decrease was driven by lower finance charges, due to the repayment of debt using proceeds from the Waneta Expansion disposition and the $1.2 billion common equity offering, and lower operating expenses, partially offset by an increase in tax expense due to valuation allowances released in 2019. NON-US GAAP FINANCIAL MEASURES Adjusted Common Equity Earnings, Adjusted Basic EPS and Adjusted Payout Ratio are Non-US GAAP Financial Measures and may not be comparable with similar measures used by other entities. They are presented because management and external stakeholders use them in evaluating the Corporation’s financial performance and prospects. Net earnings attributable to common equity shareholders (i.e., Common Equity Earnings) and basic EPS are the most directly comparable US  GAAP measures to Adjusted Common Equity Earnings and Adjusted Basic EPS, respectively. The Actual Payout Ratio calculated using Common Equity Earnings is the most comparable US GAAP measure to the Adjusted Payout Ratio. Adjusted Common Equity Earnings and Adjusted Basic EPS reflect the removal of items that management excludes in its key decision-making processes and evaluation of operating results, and are reconciled as follows. Non-US GAAP Reconciliation ($ millions, except as shown) Common Equity Earnings Adjusting items: FERC base ROE decisions (1) US tax reform (2) Unrealized loss on mark-to-market of derivatives (3) Gain on disposition (4) Adjusted Common Equity Earnings Adjusted Basic EPS ($) 2020 1,209 (27) 13 – – 1,195 2.57 2019 1,655 (83) 12 15 (484) 1,115 2.55 Variance (446) 56 1 (15) 484 80 0.02 (1) Represents prior period impacts of the May 2020 and November 2019 FERC base ROE decisions, respectively (see “Regulatory Highlights” below), included in the ITC segment (2) The finalization of US tax reform regulations associated with anti-hybrid regulations in 2020 and base-erosion and anti-abuse tax in 2019, included in the Corporate and Other segment (3) Represents timing differences related to the accounting of natural gas derivatives at Aitken Creek, included in the Energy Infrastructure segment (4) Gain on sale of the Waneta Expansion, net of expenses, in April 2019, included in the Corporate and Other segment 2 8 Management Discussion and AnalysisFORTIS INC. 2020 ANNUAL REPORT REGULATORY HIGHLIGHTS General The earnings of the Corporation’s regulated utilities are determined under COS Regulation, with some using PBR mechanisms. Under COS Regulation, the regulator sets customer rates to permit a reasonable opportunity for the timely recovery of the estimated costs of providing service, including a fair rate of return on a regulatory deemed or targeted capital structure applied to an approved Rate Base. PBR mechanisms generally apply a formula that incorporates inflation and assumed productivity improvements for a set term. The ability to recover prudently incurred costs of providing service and earn the regulator-approved ROE or ROA generally depends on achieving the forecasts established in the rate-setting process. There can be varying degrees of regulatory lag between when costs are incurred and when they are reflected in customer rates. Transmission operations in the US are regulated federally by FERC. Remaining utility operations in the US and Canada are regulated by state or provincial regulators. Utility operations in the Caribbean are regulated by governmental authorities. Additional information about regulation and the regulatory matters discussed below is provided in Note 2 in the 2020 Annual Financial Statements. Also refer to “Business Risks – Regulation” on page 40. COVID-19 Pandemic Impacts The COVID-19 Pandemic resulted in several customer relief initiatives as well as the delay and postponement of several regulatory proceedings in 2020, as described below. The Corporation’s significant regulatory proceedings, including TEP’s general rate application as well as FortisAlberta’s 2021 GCOC and AESO customer contribution proceedings, were concluded by the end of 2020. Customer Relief Initiatives UNS Energy Pursuant to the ACC’s approval of the utility’s customer relief initiatives, TEP refunded to customers approximately $11 million of collected demand side management funds in excess of program costs. In December 2020, the ACC enacted a bill credit and payment program for residential electric customers who are behind on their electric bills as a result of the COVID-19 Pandemic, including automatic enrollment into an eight-month payment plan for qualified customers. TEP voluntarily created payment arrangements for commercial customers. Central Hudson In March 2020, as agreed with the PSC, Central Hudson postponed the collection in customer rates of approximately $4 million of deferred costs related mainly to environmental remediation until July 1, 2021. FortisBC Energy and FortisBC Electric In April 2020, pursuant to the BCUC’s approval of the utilities’ customer relief initiatives, FortisBC Energy and FortisBC Electric implemented three-month bill deferrals for certain customer classes, the repayment of which commenced in the third quarter of 2020. The BCUC also authorized the deferral of otherwise uncollectible revenue from customers, the recovery of which will be determined through a future rate filing once the financial impact of the pandemic is known. Delayed and Postponed Regulatory Proceedings UNS Energy General Rate Application: TEP filed a rate application in April 2019 based on a 2018 test year. In December 2020 the ACC issued a rate order including new customer rates effective January 1, 2021. Provisions of the order include: (i)  an increase in non-fuel revenue of $77  million (US$58  million); (ii)  an allowed ROE of 9.15%, with a 0.20% return on the fair value increment and a capital structure of 53% common equity; and (iii) a Rate Base of approximately $3.5 billion (US$2.7 billion) which includes post-test year investments in Gila River Unit 2 and 10 RICE Units. 2 9 Management Discussion and AnalysisFORTIS INC. 2020 ANNUAL REPORTCentral Hudson 2020 Rates: In June 2020, the PSC approved Central Hudson’s request to postpone scheduled electric and gas delivery rate increases, reflecting an increase in the equity component of its capital structure from 49% to 50%, from July 1, 2020 to October 1, 2020. The deferred revenue associated with the delay is being collected over the nine-month period to June 30, 2021. COVID-19 Proceeding: In June 2020, the PSC initiated a generic proceeding to identify and address the effects of the COVID-19 Pandemic. The outcome of this proceeding and potential impacts, if any, are unknown at this time. FortisAlberta Generic Cost of Capital Proceeding: In December 2018, the AUC initiated a GCOC proceeding to consider a formula-based approach to setting the allowed ROE beginning in 2021 and whether any process changes were necessary for determining capital structure in years in which a ROE formula is in place. In October 2020, given the time that had passed since initiation of the proceeding and ongoing economic uncertainty, the AUC concluded the proceeding and set the ROE for 2021 at 8.50% using a capital structure of 37% common equity, consistent with 2020. In December 2020, the AUC initiated a new GCOC proceeding to establish the cost of capital parameters for 2022 and possibly one or more future years. This proceeding is expected to be ongoing throughout 2021. Other Electric Caribbean Utilities: In August 2020, the Utility Regulation and Competition Office approved the postponement of Caribbean Utilities’ scheduled June 1, 2020 annual rate adjustment to January 1, 2021 to provide customer relief from the economic effects of the COVID-19 Pandemic. The deferred revenue associated with the delay is being collected over a two-year period beginning January 2021. FortisTCI: In February 2020, the Government of the Turks and Caicos Islands approved a 6.8% average increase in FortisTCI’s electricity rates, effective April 1, 2020, including the recovery of hurricane-related costs incurred in 2017. In March 2020, to provide customer relief from the economic effects of the COVID-19 Pandemic, the effective date was postponed and new rates became effective July 22, 2020. FortisTCI sought regulatory approval to defer its incremental operating expenses associated with the COVID-19 Pandemic. Approval was granted in December 2020 to allow the deferral of approximately $1.5  million in costs, to be amortized over the remaining 15-year life of FortisTCI’s licence. Significant Regulatory Developments ITC ROE Complaints: In May 2020, FERC issued an order on the rehearing of its November 2019 decision on the MISO transmission owner ROE complaints and set the base ROE for the periods from November 2013 through February 2015 and from September 2016 onward at 10.02%, up to a maximum of 12.62% with incentive adders. This represents an increase from the base ROE of 9.88%, up to a maximum of 12.24% with incentive adders, determined in FERC’s November 2019 decision. Including incentive adders, the May 2020 FERC decision implies an all-in ROE for ITC’s subsidiaries operating in the MISO region of 10.77%, up from 10.63% as set in the November 2019 decision. Net regulatory liabilities of $6  million and $91  million were recorded at December 31, 2020 and 2019, respectively, reflecting: (i)  the terms of the May 2020 and November 2019 decisions; and (ii) $42 million refunded to customers in 2020. The May 2020 FERC decision resulted in an increase in Fortis’ net earnings of $29 million in 2020, including $27 million related to the reversal of liabilities established in prior periods (2019 – November 2019 FERC decision increased Fortis’ net earnings by $63 million, including $83 million related to the reversal of liabilities established in prior periods). Review of Transmission Incentives Policy: In March 2020, FERC issued a NOPR proposing to update its transmission incentives policy for transmission owners, including ITC, to grant incentives to projects based upon benefits to customers regarding reliability and cost savings through the reduction of transmission congestion. FERC proposed total ROE incentives of up to 250 basis points that would not be limited by the upper end of the base ROE zone of reasonableness. The NOPR also proposed, among other things, to eliminate the ROE adder for independent transmission ownership, and to increase the ROE adder for regional transmission owner participation. Comments from stakeholders, including ITC, were provided to FERC through July 2020. The outcome of these proceedings may impact future incentive adders that are included in transmission rates charged by transmission owners, including ITC. Central Hudson General Rate Application: In August 2020, Central Hudson filed a rate application with the PSC requesting an increase in electric and natural gas delivery revenue of $44 million and $19 million, respectively, effective July 1, 2021. An order from the PSC is expected in 2021. 3 0 Management Discussion and AnalysisFORTIS INC. 2020 ANNUAL REPORTFortisBC Energy and FortisBC Electric Multi-Year Rate Plan Applications: In June 2020, the BCUC issued a decision on FortisBC Energy’s and FortisBC Electric’s MRP for 2020 to 2024. The decision sets the rate-setting framework for the five-year period including: (i)  the level of operation and maintenance expense and growth capital to be included in customer rates, indexed for inflation less a fixed productivity adjustment factor; (ii) a forecast approach to sustainment capital; (iii)  an innovation fund recognizing the need to accelerate investment in clean energy innovation; and (iv)  a 50/50 sharing between customers and the utilities of variances from the allowed ROE. In the fourth quarter of 2020, the BCUC approved: (i)  the January 1, 2020 delivery rate increase; and (ii) an increase in 2021 delivery rates, effective January 1, 2021, reflecting the terms of this decision. Generic Cost of Capital Proceeding: In January 2021, the BCUC issued a notice that a GCOC proceeding will be initiated in the second quarter of 2021 and will include a review of the common equity component of capital structure and the allowed ROE effective January 1, 2022. FortisAlberta 2018 Independent System Operator Tariff Application: In September 2019, the AUC issued a decision that addressed, among other things, a proposal to change how the AESO’s customer contribution policy (“ACCP”) is accounted for between distribution facility owners, such as FortisAlberta, and TFOs. The decision prevented any future investment by FortisAlberta under the policy and directed unamortized customer contributions of approximately $400  million as at December 31, 2017, which form part of FortisAlberta’s Rate Base, be transferred to the incumbent TFO in FortisAlberta’s service area. In November 2020, the AUC issued a decision: (i)  reversing the proposed changes to the ACCP resulting in FortisAlberta retaining its unamortized customer contributions; and (ii) directing a change in the depreciation rate for AESO contributions to reflect the parameters of the underlying transmission facilities. FortisAlberta has adjusted the estimated service life and the associated depreciation rate of the unamortized AESO contributions resulting in a decrease in depreciation expense and an associated decrease in revenue in 2020. The AUC initiated a new proceeding in November 2020 to consider whether the ACCP should be modified on a prospective basis. A decision is expected in the second quarter of 2021. FINANCIAL POSITION Significant Changes between December 31, 2020 and 2019 Balance Sheet Account Cash and cash equivalents Regulatory assets (current and long-term) Increase (Decrease) FX ($ millions) (3) Other ($ millions) (118) (25) 230 Property, plant and equipment, net Goodwill Short-term borrowings (425) (212) (10) 2,435 – (370) Other liabilities (16) 169 Regulatory liabilities (current and long-term) Deferred income tax liabilities Long-term debt (including current portion) (48) (207) (34) (296) 409 2,472 Shareholders’ equity (279) 445 Explanation Related to the timing of debt and equity issuances, and the related reinvestment in capital and operating requirements. Due primarily to deferred income taxes, and the operation of energy management cost and employee future benefits deferrals, partially offset by lower derivative loss deferrals at UNS Energy. Due to capital expenditures, partially offset by depreciation. Reflects the repayment of short-term borrowings at UNS Energy and commercial paper at ITC. Reflects employee future benefits, refundable deposits received by ITC for transmission network upgrades, and an upfront payment received by FortisAlberta associated with a long-term energy retailer agreement. Due to ROE complaints liability at ITC, deferred income taxes, and the normal operation of rate stabilization and related accounts. Due to higher temporary differences associated with ongoing capital investment. Reflects debt issuances, partially offset by debt repayments at the regulated utilities, largely at ITC and UNS Energy. Due primarily to: (i)  Common Equity Earnings for 2020, less dividends declared on common shares; and (ii) the issuance of common shares. 3 1 Management Discussion and AnalysisFORTIS INC. 2020 ANNUAL REPORT LIQUIDITY AND CAPITAL RESOURCES Cash Flow Requirements At the subsidiary level, it is expected that operating expenses and interest costs will be paid from Operating Cash Flow, with varying levels of residual cash flow available for capital expenditures and/or dividend payments to Fortis. Capital expenditures are expected to be financed primarily from borrowings under credit facilities, long-term debt offerings and equity injections from Fortis. Borrowings under credit facilities may be required periodically to support seasonal working capital requirements and there could be higher-than-normal working capital deficiencies in the short term, as the ongoing impacts of the COVID-19 Pandemic affect customers’ ability to pay their energy bills. See “Business Risks” on page 39. Cash required of Fortis to support subsidiary growth is generally derived from borrowings under the Corporation’s committed credit facility, proceeds from the DRIP and issuances of common shares, preference equity and long-term debt. The subsidiaries pay dividends to Fortis and receive equity injections from Fortis when required. Both Fortis and its subsidiaries initially borrow through their committed credit facilities and periodically replace these borrowings with long-term debt. Financing needs also arise periodically for acquisitions and to refinance maturing debt. Although Fortis and its utilities continue to be successful in accessing capital markets, the ability to access cash through capital markets may be impacted by the COVID-19 Pandemic. Credit facilities are syndicated primarily with large banks in Canada and the US, with no one bank holding more than approximately 25% of the total facilities. Approximately $5.3 billion of the total credit facilities are committed with maturities ranging from 2021 through 2025. Available credit facilities are summarized in the following table. Credit Facilities As at December 31 ($ millions) Total credit facilities (1) Credit facilities utilized: Short-term borrowings Long-term debt (including current portion) Letters of credit outstanding Credit facilities unutilized Regulated Utilities 3,700 (132) (714) (77) 2,777 Corporate and Other 1,881 – (266) (53) 1,562 2020 5,581 (132) (980) (130) 4,339 2019 5,590 (512) (640) (114) 4,324 (1) Additional information about these credit facilities is provided in Note 14 in the 2020 Annual Financial Statements. The Corporation’s ability to service debt and pay dividends is dependent on the financial results of, and the related cash payments from, its subsidiaries. Certain regulated subsidiaries are subject to restrictions that limit their ability to distribute cash to Fortis, including 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. Fortis does not expect that maintaining such capital structures will impact its ability to pay dividends in the foreseeable future. As at December 31, 2020, consolidated fixed-term debt maturities/repayments are expected to average $891 million annually over the next five years and approximately 81% of the Corporation’s consolidated long-term debt, excluding credit facility borrowings, had maturities beyond five years. In December 2020, 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 $2.0 billion. As at December 31, 2020, $2.0 billion remained available under the short-form base shelf prospectus. Fortis is well positioned with strong liquidity due, in part, to its $1.2 billion common equity offering and sale of the Waneta Expansion in 2019. See “Cash Flow Summary – Financing Activities” on page 33. 3 2 Management Discussion and AnalysisFORTIS INC. 2020 ANNUAL REPORT This combination of available credit facilities and manageable annual debt maturities/repayments provides flexibility in the timing of access to capital markets. Given current credit ratings and capital structures, the Corporation and its subsidiaries currently expect to continue to have reasonable access to long-term capital in 2021. Fortis and its subsidiaries were in compliance with debt covenants as at December 31, 2020 and are expected to remain compliant in 2021. Cash Flow Summary Summary of Cash Flows Years ended December 31 ($ millions) Cash, beginning of year Cash provided from (used in): Operating activities Investing activities Financing activities Effect of exchange rate changes on cash and cash equivalents Cash and change in cash associated with assets held for sale Cash, end of year Operating Activities See “Performance at a Glance – Operating Cash Flow” on page 21. Investing Activities 2020 370 2,701 (4,132) 1,327 (17) – 249 2019 332 2,663 (2,768) 154 (26) 15 370 Variance 38 38 (1,364) 1,173 9 (15) (121) Cash used in investing activities reflects higher capital expenditures in 2020. See “Performance at a Glance – Capital Expenditures” on page 21 and “Capital Plan” on page 36. Cash used in investing activities in 2019 was partially offset by proceeds from the Waneta Expansion disposition. Financing Activities Cash flow related to financing activities will fluctuate largely as a result of changes in the subsidiaries’ capital expenditures and the amount of Operating Cash Flow available to fund those capital expenditures, which together impact the amount of funding required from debt and common equity issuances. See “Cash Flow Requirements” on page 32. In the fourth quarter of 2019, the Corporation issued approximately 22.8  million common shares at a price of $52.15 per share for gross proceeds of $1,190  million ($1,167  million net of commissions). The net proceeds were used to redeem US$500  million of its outstanding 2.10% unsecured senior notes due October 4, 2021, to repay credit facility borrowings and for general corporate purposes. Also in 2019, net proceeds of $995  million from the April 2019 Waneta Expansion disposition were used to repay credit facility borrowings and repurchase, via a tender offer, US$400 million of its outstanding 3.055% unsecured senior notes due in 2026. 3 3 Management Discussion and AnalysisFORTIS INC. 2020 ANNUAL REPORT Debt Financing Long-Term Debt Issuances Year ended December 31, 2020 ($ millions, except %) ITC Unsecured term loan credit agreement Unsecured term loan credit agreement (4) Unsecured senior notes First mortgage bonds Secured senior notes UNS Energy Unsecured senior notes Unsecured senior notes Unsecured senior notes Central Hudson Unsecured senior notes Unsecured senior notes Unsecured senior notes Unsecured senior notes FortisBC Energy Unsecured debentures FortisAlberta Unsecured senior debentures FortisBC Electric Unsecured debentures Newfoundland Power First mortgage sinking fund bonds FortisTCI Unsecured senior notes Unsecured senior notes Month Issued January January May July October April August September May July September November July December May April June/October October/December Interest Rate (%) Maturity Amount (1) (5) 2.95 3.13 3.02 4.00 1.50 2.17 3.42 3.62 2.03 2.03 2.54 2.63 3.12 3.61 5.30 3.25 2021 2021 2030 2051 2055 2050 2030 2032 2050 2060 2030 2030 2050 2051 2050 2060 2035 2030 US 75 US 200 US 700 US 180 US 150 US 350 US 300 US 50 US 30 US 30 US 40 US 30 200 175 75 100 US 30 US 10 Use of Proceeds (2) (3) (4) (2) (3) (6) (2) (3) (7) (2) (3) (7) (8) (2) (3) (7) (2) (3) (3) (3) (7) (8) (3) (7) (7) (2) (2) (2) (3) (7) (8) (3) (1) Floating rate of a one-month LIBOR plus a spread of 0.45% (2) Repay credit facility borrowings (3) General corporate purposes (4) Maximum amount of borrowings under this agreement of US$400  million has been drawn; current period borrowings were used to repay an outstanding commercial paper balance. (5) Floating rate of a two-month LIBOR plus a spread of 0.60% (6) Early redemption of unsecured term loan borrowing of US$400 million (7) Finance capital expenditures (8) Repay maturing long-term debt Common Equity Financing Common Equity Issuances and Dividends Paid Years ended December 31 ($ millions, except as indicated) Common shares issued: Cash (1) Non-cash (2) Total common shares issued Number of common shares issued (# millions) Common share dividends paid: Cash Non-cash (3) Total common share dividends paid Dividends paid per common share ($) 2020 58 116 174 3.5 (786) (114) (900) 1.9375 2019 1,442 314 1,756 34.8 (494) (299) (793) 1.8275 Variance (1,384) (198) (1,582) (31.3) (292) 185 (107) 0.1100 (1) Includes common shares issued under stock option and employee share purchase plans. For 2019, mainly reflects the issuance of shares in December 2019 and through the ATM Program. (2) Common shares issued under the DRIP and stock option plan. Effective March 1, 2020, the 2% discount offered on common share issuances under the DRIP was terminated and effective December 1, 2020 was reinstated. See “Cash Flow Requirements” on page 32 for further information. (3) Common share dividends reinvested under the DRIP On February 11, 2021, Fortis declared a dividend of $0.505 per common share payable on June 1, 2021. The payment of dividends is at the discretion of the board of directors and depends on the Corporation’s financial condition and other factors. 3 4 Management Discussion and AnalysisFORTIS INC. 2020 ANNUAL REPORT Contractual Obligations Contractual Obligations As at December 31, 2020 ($ millions) Long-term debt: Principal (1) Interest Finance leases (2) Other obligations Other commitments: (3) Waneta Expansion capacity agreement Gas and fuel purchase obligations Power purchase obligations Renewable PPAs ITC easement agreement Debt collection agreement Renewable energy credit purchase agreements Other Total Year 1 Year 2 Year 3 Year 4 Year 5 Thereafter Due 24,514 16,113 1,225 557 2,576 2,355 1,867 1,380 381 112 97 116 1,254 980 33 184 52 679 249 102 13 3 15 48 823 949 34 112 53 453 208 102 13 3 14 5 1,786 919 34 97 54 312 188 101 13 3 16 4 1,088 859 34 37 55 192 191 101 13 3 9 4 484 824 34 37 56 124 180 101 13 3 7 3 19,079 11,582 1,056 90 2,306 595 851 873 316 97 36 52 51,293 3,612 2,769 3,527 2,586 1,866 36,933 (1) Amounts not reduced by unamortized deferred financing and discount costs of $147 million. Additional information is provided in Note 14 in the 2020 Annual Financial Statements. (2) Additional information is provided in Note 15 in the 2020 Annual Financial Statements. (3) Additional information is provided in Note 28 in the 2020 Annual Financial Statements. Other Contractual Obligations The Corporation’s regulated utilities are obligated to provide service to customers within their respective service territories. Consolidated capital expenditures are forecast to be approximately $3.8 billion for 2021 and approximately $19.6 billion over the five-year 2021–2025 capital plan. See “Capital Plan” on page 36. Under a funding framework with the Governments of Ontario and Canada, Fortis will contribute a minimum of approximately $155 million of equity capital to the Wataynikaneyap Partnership based on Fortis’ proportionate 39% ownership interest and the final regulatory-approved capital cost of the related project. In October 2019 the Wataynikaneyap Partnership entered into loan agreements to finance the project during construction. In the event a lender under the 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 total funding of $235 million. UNS Energy has joint generation performance guarantees with participants at San Juan, Four Corners, and Luna, with agreements expiring in 2022 through 2046, and at Navajo through decommissioning. The participants have guaranteed that in the event of payment default, each non-defaulting participant will bear its proportionate share of expenses otherwise payable by the defaulting participant. In exchange, the non-defaulting participants are entitled to receive their proportionate share of the generation capacity of the defaulting participant. In the case of Navajo, participants would seek financial recovery from the defaulting party. There is no maximum amount under these guarantees, except for a maximum of $318 million for Four Corners. As at December 31, 2020, there was no obligation under these guarantees. Central Hudson is a participant in an investment with other utilities to jointly develop, own and operate electric transmission projects in New York State. Central Hudson’s maximum commitment is $94  million, for which it has issued a parental guarantee. As at December 31, 2020, there was no obligation under this guarantee. As at December 31, 2020, FortisBC Holdings Inc., a non-regulated holding company, had $69 million of parental guarantees outstanding to support storage optimization activities at Aitken Creek. Off-Balance Sheet Arrangements With the exception of letters of credit outstanding of $130 million as at December 31, 2020 and the unrecorded commitments in the table above, the Corporation had no off-balance sheet arrangements. 3 5 Management Discussion and AnalysisFORTIS INC. 2020 ANNUAL REPORT Capital Structure and Credit Ratings Fortis requires ongoing access to capital and, 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 December 31 Debt (1) Preference shares Common shareholders’ equity and minority interest (2) 2020 54.8 3.6 41.6 100.0 2019 53.1 3.8 43.1 100.0 (1) Includes long-term debt and finance leases, including current portion, and short-term borrowings, net of cash (2) Includes minority interest of 3.5% as at December 31, 2020 (2019 – 3.7%) Outstanding Share Data As at February 11, 2021, the Corporation had issued and outstanding 466.8 million common shares and the following First Preference Shares: 5.0 million Series F; 9.2 million Series G; 7.7 million Series H; 2.3 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 February 11, 2021, an additional 3.3  million common shares would be issued and outstanding. Credit Ratings The Corporation’s credit ratings shown below reflect its low risk profile, diversity of operations, the stand-alone nature and financial separation of each regulated subsidiary, and the level of holding company debt. Credit Ratings As at December 31, 2020 S&P DBRS Morningstar Moody’s Rating A– BBB+ BBB (high) BBB (high) Baa3 Baa3 Type Corporate Unsecured debt Corporate Unsecured debt Issuer Unsecured debt Outlook Negative Positive Stable Capital Plan Capital investment in energy infrastructure is required to ensure the continued and enhanced performance, reliability and safety of the electricity and gas systems, and to meet customer growth. The COVID-19 Pandemic did not have a material impact on capital expenditures in 2020. Capital expenditures of $4.2 billion were broadly consistent with the 2020 capital plan as disclosed in the 2019 MD&A. 2020 Capital Expenditures (1) ($ millions, except %) Generation Transmission Distribution Other (3) Total (%) Regulated Utilities ITC – 1,070 – 112 1,182 29 UNS Energy 639 84 330 147 1,200 29 Central Hudson – 48 188 103 339 8 FortisBC Energy – 138 207 126 471 11 Fortis Alberta – – 333 87 420 10 FortisBC Electric 26 34 46 29 135 3 Total Other Regulated Non- Electric 42 165 167 37 411 10 Utilities Regulated (2) 707 1,539 1,271 641 4,158 100 5 – – 14 19 – Total 712 1,539 1,271 655 4,177 100 (%) 17 37 30 16 100 (1) Reflects cash outlay for property, plant and equipment and intangible assets as shown on the Consolidated Statements of Cash Flows in the 2020 Annual Financial Statements, as well as Fortis’ $138 million share of development costs and capital spending for the Wataynikaneyap Transmission Power Project included in the Other Electric segment. (2) Includes Energy Infrastructure and Corporate and Other segments (3) Includes facilities, equipment, vehicles and information technology assets, as well as AESO transmission-related capital expenditures at FortisAlberta 3 6 Management Discussion and AnalysisFORTIS INC. 2020 ANNUAL REPORT   Planned capital expenditures are based on detailed forecasts of energy demand, labour and material costs, general economic conditions, foreign exchange rates and other factors. These could change and cause actual expenditures to differ from forecast or plan. The impact of the COVID-19 Pandemic on forecast capital expenditures will continue to be evaluated and, depending on the length and severity of the pandemic, certain planned expenditures may shift within the 2021–2025 capital plan. Forecast 2021 Capital Expenditures (1) ($ millions, except %) Generation Transmission Distribution Other Total (%) Regulated Utilities ITC – 949 – 51 1,000 26 UNS Energy 117 191 270 171 749 20 Central Hudson 1 41 167 97 306 8 FortisBC Energy – 168 184 115 467 12 Fortis Alberta – – 266 80 346 9 FortisBC Electric 24 23 81 25 153 4 Total Other Regulated Electric 189 310 173 49 721 19 Non- Utilities Regulated 53 – – 18 331 1,682 1,141 588 3,742 98 71 2 Total 384 1,682 1,141 606 3,813 100 (%) 10 44 30 16 100 (1) Excludes the non-cash equity component of AFUDC. Includes Fortis’ share of development costs and capital spending for the Wataynikaneyap Transmission Power Project included in the Other Electric segment Five-Year Capital Plan (1) ($ billions) 2021 3.8 2022 3.9 2023 3.9 2024 4.0 2025 4.0 Total 19.6 (1) Excludes the non-cash equity component of AFUDC. Includes Fortis’ share of development costs and capital spending for the Wataynikaneyap Transmission Power Project included in the Other Electric segment. The $19.6 billion five-year capital plan is $0.8 billion higher than the $18.8 billion five-year plan for 2020–2024, as disclosed in the 2019 MD&A. The increase is largely due to: (i) two new major capital projects at FortisBC Energy including the Tilbury LNG Resiliency Tank project and the AMI project, with total expected capital spend of approximately $500  million; (ii)  $200  million of additional investment in information technology systems and storm hardening at Central Hudson; and (iii)  $100  million of interconnections and system rebuilds to provide additional capacity and other improvements at ITC. The capital plan is low risk and highly executable, with 99% of planned expenditures to occur at the regulated utilities and only 15% related to Major Capital Projects. Geographically, 55% of planned expenditures are expected in the US, including 26% at ITC, with 41% in Canada and the remaining 4% in the Caribbean. Nature of Capital Expenditures (%) Growth (1) Sustaining (2) Other (3) Total Actual 2020 21 65 14 100 Forecast 2021 Five-Year Plan 2021–2025 31 54 15 100 26 58 16 100 (1) Relates to the connection of new customers and infrastructure upgrades required to meet load growth, including AESO transmission-related investment at FortisAlberta (2) Relates to the continued and enhanced performance, reliability and safety of generation, transmission and distribution assets (3) Facilities, equipment, vehicles, information technology and other assets Midyear Rate Base (1) ($ billions) ITC UNS Energy Central Hudson FortisBC Energy FortisAlberta FortisBC Electric Other Electric Total 2020 9.5 5.7 2.1 5.1 3.7 1.4 3.0 30.5 2021 9.9 6.2 2.3 5.2 3.8 1.5 3.3 32.2 2025 12.5 7.6 3.2 6.8 4.2 1.7 4.3 40.3 (1) Simple average of Rate Base at beginning and end of the year Total midyear Rate Base is forecast to grow to $40.3 billion by 2025 under the five-year capital plan, representing a CAGR of approximately 6.0%, which is supportive of continuing growth in earnings and dividends. 3 7 Management Discussion and AnalysisFORTIS INC. 2020 ANNUAL REPORT   Major Capital Projects (1) ($ millions) ITC (2) UNS Energy FortisBC Energy Other Electric Total Project Multi-Value Regional Transmission Projects 34.5 to 69 kV Transmission Conversion Project Vail-to-Tortolita Project Oso Grande Wind Project Lower Mainland Intermediate Pressure System Upgrade Eagle Mountain Woodfibre Gas Line Project (3) Transmission Integrity Management Capabilities Project Inland Gas Upgrades Project Tilbury 1B Tilbury LNG Resiliency Tank AMI Project Wataynikaneyap Transmission Power Project (4) Pre- 2020 625 352 – 65 388 – 13 9 8 – – 40 Actual 2020 Forecast 2021 2022–2025 17 93 – 509 23 – 8 50 12 10 – 138 860 75 41 54 24 18 – 7 53 1 11 4 330 618 186 107 190 – – 350 434 177 375 198 243 206 2,466 Expected Completion 2023 Post-2025 2023 2021 2021 2025 Post-2025 2025 2025 Post-2025 Post-2025 2023 (1) Includes applicable AFUDC (2) Pre-2020 capital expenditures are from the date of the ITC acquisition on October 14, 2016 (3) Net of forecast customer contributions (4) Fortis’ share of estimated capital spending, including deferred development costs. Under the funding framework, Fortis will be funding its equity component only. Multi-Value Regional Transmission Projects Four regional electric transmission projects that have been identified by MISO to address system capacity needs and reliability in various states. Three projects were completed pre-2020. The fourth project is expected to be placed in service in 2023. 34.5 to 69 kV Transmission Conversion Project Multiple capital initiatives designed to construct new 69 kV lines, upgrade existing 34.5 kV lines to 69 kV, and complete substation conversions with in-service dates ranging from pre-2020 to post-2025. Vail-to-Tortolita Project A phase of the Southline Transmission Project that consists of new construction and upgrades to connect existing TEP substations. The project includes the construction of a new 230 kV line within TEP’s service territory. Construction is expected to begin in early 2022 with an in-service date of 2023. Oso Grande Wind Project Construction of a 750 MW wind-powered electric generating facility that complements UNS Energy’s existing renewable solar generation portfolio, of which UNS Energy owns 250 MW. Construction is expected to be completed and the facility placed in service in the first half of 2021. Lower Mainland Intermediate Pressure System Upgrade Addresses system capacity and pipeline condition issues for the gas supply system in the Lower Mainland of British Columbia. The project is substantially complete, with one pipeline segment to be replaced in 2021. Final allowable project costs are subject to review by the BCUC. Eagle Mountain Woodfibre Gas Line Project Gas line expansion to a proposed LNG site in Squamish, British Columbia. In March 2020 Woodfibre LNG Limited, the owner of the proposed LNG facility, requested an extension to its British Columbia Environmental Assessment Certificate due to production and supply chain disruptions resulting, in part, from the COVID-19 Pandemic. In October 2020, the BC Environmental Assessment Certificate was extended for another five years. FortisBC Energy’s proposed pipeline expansion remains contingent on Woodfibre LNG Limited making a final decision to proceed with construction of the LNG facility. At this time, should the project proceed, the earliest construction start date expected is late-2021. Transmission Integrity Management Capabilities Project This project improves gas line safety and transmission system integrity, including gas line modifications and looping. A CPCN application is expected to be filed with the BCUC in the first quarter of 2021. 3 8 Management Discussion and AnalysisFORTIS INC. 2020 ANNUAL REPORT Inland Gas Upgrades Project Gas line modifications and replacements to enable in-line integrity inspection capabilities. In January 2020 the CPCN application was approved by the BCUC. Tilbury 1B Project Construction of additional liquefaction and dispensing, including on-shore piping, in support of marine bunkering and to further optimize the Tilbury Phase 1A Expansion Project. The project received an Order in Council from the Government of British Columbia in 2017. In February 2020 an initial project scope was filed with regulators to begin the federal impact assessment and provincial environmental assessment required to further expand the Tilbury site. Engineering design and related studies will continue in 2021. Tilbury LNG Resiliency Tank This project replaces the original LNG storage tank at the Tilbury site and increases the available regasification capacity to provide backup gas supply for lower mainland customers. In December 2020 FortisBC Energy filed a CPCN application for this project with the BCUC. AMI Project Replacement of residential and small commercial meters and installation of bypass valves to avoid future interruption of gas service. The project will assist in load management by allowing remote meter reading on a near real-time basis and remote shutoff of gas flow. FortisBC Energy plans to file a CPCN application for this project with the BCUC in the first half of 2021. Wataynikaneyap Transmission Power Project Construction of a 1,800 kilometre, Ontario Energy Board regulated transmission line to connect 17 remote First Nations communities in Northwestern Ontario to the main electricity grid, in which Fortis holds a 39% equity interest. FortisOntario is responsible for construction management and operation of the transmission line. The project is on track with completion expected in 2023. Additional Investment Opportunities Fortis is pursuing additional investment opportunities within existing service territories that are not yet included in the five-year capital plan. ITC – Lake Erie Connector Proposed 1,000 MW, bi-directional, high-voltage direct current underwater transmission line to directly link the markets of the Ontario Independent Electricity System Operator and PJM Interconnection, LLC. The project would enable transmission customers to more efficiently access energy, capacity and renewable energy credit opportunities in both markets. The major permits have been approved. The project continues to advance through regulatory, operational and economic milestones. Ongoing activities include completing project cost refinements and securing transmission service agreements. Completion would take approximately four years from the commencement of construction. FortisBC Energy – LNG Pursuit of additional LNG infrastructure opportunities in British Columbia, including further expansion of the Tilbury LNG facility, which is uniquely positioned to meet customer demand for clean-burning natural gas. The site is scalable and can accommodate additional storage and liquefaction equipment and is relatively close to international shipping lanes. FortisBC Energy continues to have discussions with potential export customers. Other Opportunities Includes incremental regulated transmission investment, contracted transmission and grid modernization projects at ITC; renewable energy investments, energy storage projects, grid modernization, infrastructure resiliency, and transmission investments at UNS Energy; further gas infrastructure opportunities at FortisBC Energy; and cleaner energy infrastructure investments across our jurisdictions. BUSINESS RISKS Fortis has established an ERM process to help identify and evaluate risks by both severity of impact and probability of occurrence. Materiality thresholds are reviewed and, if necessary, updated annually. Non-financial risks that may impact the safety of employees, customers or the general public, as well as reputational risks, are also evaluated. Systems of internal controls are established to monitor and manage identified risks. The ERM process at the subsidiary level is overseen by each subsidiary’s board of directors and any material risks identified are communicated to Fortis management and form part of Fortis’ ERM program. The Fortis board of directors, through the audit committee, oversees Fortis’ ERM program, ensuring strategic objectives are achieved. 3 9 Management Discussion and AnalysisFORTIS INC. 2020 ANNUAL REPORTA summary of the Corporation’s current significant business risks follows. Regulation Regulated utility assets represented approximately 99% of the Corporation’s total assets as at December 31, 2020. Regulatory jurisdictions include five Canadian provinces, nine US states and three Caribbean countries, as well FERC regulation for transmission assets in the US. Regulators administer legislation covering material aspects of the utilities’ business, including: customer rates and the underlying allowed ROEs and deemed capital structures; capital expenditures; the terms and conditions for the provision of energy and capacity, ancillary services and affiliate services; securities issuances; and certain accounting matters. Regulatory or legislative changes and decisions, and delays in the recovery of costs in rates due to regulatory lag, could have a Material Adverse Effect. The risk of regulatory lag is particularly significant for UNS Energy given the use of historical test years in setting rates. The ability to recover the actual cost of service and earn the approved ROE or ROA typically depends on achieving the forecasts established in the rate-setting process. Failure to do so could have a Material Adverse Effect. For those utilities subject to PBR mechanisms, rates reflect assumed inflation rates and productivity improvement factors, and variances therefrom could have a Material Adverse Effect. Under FortisAlberta’s PBR mechanism there is an added risk that incremental incurred capital expenditures may not be approved for recovery in rates. For transmission operations, the underlying elements of FERC-established formula rates can be, and have been, challenged by third parties which could result in, and has resulted in, lowered rates and customer refunds. These underlying elements include the assumed ROE, ROE adders for independent transmission ownership and deemed capital structure as well as operating and capital expenditures. These challenges could have a Material Adverse Effect. Additionally, the US Congress periodically considers enacting energy legislation that could assign new responsibilities to FERC, modify provisions of the U.S. Federal Power Act or the Natural Gas Act, or provide FERC or another entity with increased authority to regulate US federal energy matters. Such changes could have a Material Adverse Effect. The political and economic environments as well as their effect on energy laws and governmental energy policies have had, and may continue to have, negative impacts on regulatory decisions. While Fortis is well positioned to maintain constructive regulatory relationships through local management teams and boards comprised mostly of independent local members, it cannot predict future legislative or regulatory changes, whether caused by economic, political or other factors, or its ability to respond thereto in an effective and timely manner, or the resulting compliance costs. These dynamics could have a Material Adverse Effect. Climate Change and Physical Risks The provision of electric and gas service is subject to customary industry risks, including severe weather and natural disasters, wars, terrorism, critical equipment failure and other catastrophic events within and outside the Corporation’s service territories. Resultant service disruption and repair and replacement costs could have a Material Adverse Effect if not resolved in a timely and effective manner and/or mitigated through insurance policies or regulatory cost recovery. Climate change is predicted to lead to more frequent and intense weather events, changing air temperatures, changing seasonal variations, and regulatory responses (see “Environmental Matters” on page 41), each of which could have a Material Adverse Effect. Severe weather impacts the Corporation’s service territories, primarily when thunderstorms, flooding, wildfires, hurricanes and snow or ice storms occur. Increased frequency of extreme weather events could increase the cost of providing service. Changes in precipitation that result in droughts could increase the risk of wildfire caused by the Corporation’s electricity assets or may cause water shortages that could adversely affect operations. Extreme weather conditions in general require system backup and can contribute to increased system stress, including service interruptions. Changing air temperatures could also result in system stress and decreased efficiencies to operating facilities over time. Longer-term climate change impacts, such as sustained higher temperatures, higher sea levels and larger storm surges, could result in service disruption, repair and replacement costs, and costs associated with strengthened design standards and systems, each of which could have a Material Adverse Effect if not resolved in a timely and effective manner and/or mitigated through insurance policies or regulatory cost recovery. Generating equipment and facilities are subject to risks, including equipment breakdown and flood and fire damage, that may result in the uncontrolled release of water, interruption of fuel supply, lower-than-expected operational efficiency or performance, and service disruption. There is no assurance that generating equipment and facilities will continue to operate in accordance with expectations. The operation of transmission and distribution assets is subject to risks, including the potential to cause fires, mainly as a result of equipment failure, falling trees and lightning strikes to lines or equipment. Certain utilities operate in remote and mountainous terrain that can be difficult to access for timely repairs and maintenance, or otherwise face risk of loss or damage from forest fires, floods, washouts, landslides, earthquakes, avalanches and other acts of nature with a potential Material Adverse Effect. 4 0 Management Discussion and AnalysisFORTIS INC. 2020 ANNUAL REPORTThe gas utilities are exposed to operational risks associated with natural gas, including fires, explosions, pipeline corrosion and leaks, accidental damage to mains and service lines, equipment failure, damage and destruction from earthquakes, fires, floods and other natural disasters, and other accidents and issues that can lead to service disruption, spills and commensurate environmental liability, or other liability with a Material Adverse Effect. Risks associated with fire damage vary depending on weather, forestation, the proximity of habitation and third-party facilities to utility facilities, and other factors. The utilities may become liable for fire-suppression costs, regeneration and timber value costs, and third-party claims if their facilities are held responsible for a fire, and such claims, if successful, could have a Material Adverse Effect. Electricity and gas systems require ongoing maintenance, improvement and replacement. Service disruption, other effects and liability caused by the failure to properly implement or complete approved maintenance and capital expenditures, the occurrence of significant unforeseen equipment failures, or the inability to recover requisite costs in customer rates, could have a Material Adverse Effect. The electricity and gas systems are designed to service customers under various contingencies in accordance with good utility practice. The utilities are responsible for operating and maintaining their assets in a safe manner, including the development and application of appropriate standards, system processes and/or procedures to ensure the safety of employees, contractors and the general public. The impacts of climate change may necessitate the acceleration of these standards, processes and procedures. Failure to do so may disrupt the ability of the utilities to safely provide service, which could cause reputational harm and other impacts with a Material Adverse Effect. Pandemics and Public Health Crises, including the COVID-19 Pandemic The Corporation could be negatively impacted by a widespread outbreak of communicable diseases or other public health crises that cause economic and/or other disruptions. The COVID-19 Pandemic continues to be an evolving situation that has adversely impacted economic activity and conditions around the world, including the Corporation’s service territories (see “General Economic Conditions” on page 46 and “Access to Capital” on page 45). The virus and efforts to reduce the health impacts and control its spread have led many jurisdictions around the world, including Canada, the US and the Caribbean, to institute restrictions on travel, gatherings and business operations. The Corporation and its utilities have been subjected to government and regulatory action in response to the COVID-19 Pandemic, including restrictions on business operations, customer deferrals and suspension of disconnections. Other potential impacts on the Corporation’s operations may include reduced labour availability and productivity, disruptions to capital markets leading to share price volatility and liquidity issues, supply chain disruptions, project construction delays and a prolonged reduction in economic activity. An extended economic slowdown could reduce energy sales and adversely impact the ability of customers, contractors and suppliers to fulfill their obligations and could disrupt operations and capital expenditure programs or cause impairment of goodwill. The overall impact will depend on the duration and severity of the pandemic, potential government actions to mitigate public health effects or aid economic recovery, and other factors beyond the Corporation’s control. An extended period of economic disruption could have a Material Adverse Effect. Environmental Matters The Corporation’s businesses are subject to environmental risks and environmental laws and regulations, including those which: (i) impose limitations or restrictions on the discharge of pollutants into the air, soil and water; (ii) establish standards for the management, treatment, storage, transportation and disposal of hazardous wastes; and/or (iii) impose obligations to investigate and remediate contamination. The risk of contamination of air, soil and water at the electric businesses primarily relates to: (i)  the transportation, handling, storage and combustion of fuel; (ii) the use of petroleum-based products, mainly transformer and lubricating oil; (iii) the management and disposal of coal combustion residuals and other wastes; and (iv) accidents resulting in hazardous release at or from coal mines that supply generating facilities. Contamination risks at the gas businesses primarily relate to leaks and other accidents involving gas systems. The key environmental risks for hydroelectric generation operations include dam failures and the creation of artificial water flows that may disrupt natural habitats. Liabilities relating to contamination investigation and remediation, and claims for personal injury or property damage, may arise at many locations, including formerly and currently owned/operated properties and waste treatment or disposal sites, regardless of whether such contamination was caused by the business at the time it owned the property or whether it resulted from non-compliance with applicable environmental laws. Under some environmental laws, such liabilities may be joint and several, meaning that a party can be held responsible for more than its share of the liability involved or even the entire liability. These liabilities could lead to litigation and administrative proceedings that could result in substantial monetary judgments for clean-up costs, damages, fines and/or penalties. To the extent not fully covered by insurance, these costs could have a Material Adverse Effect. The Corporation’s businesses have incurred substantial expenses for environmental compliance, and they anticipate continuing to do so in the future. In particular, the management of GHG emissions is a major concern due to new and emerging federal, state and provincial GHG laws, regulations and guidelines. 4 1 Management Discussion and AnalysisFORTIS INC. 2020 ANNUAL REPORTThe Corporation’s businesses continue to develop compliance strategies and assess the impact of emerging legislative changes, but significant uncertainties remain. Increased compliance costs or additional operating restrictions from revised or additional regulation could have a Material Adverse Effect. Growth Fortis has a history of growth through acquisitions and organic growth from capital investment in existing service territories. Acquisitions include inherent risks that some or all of the expected benefits may fail to materialize, or may not occur within the time periods anticipated, and material unexpected costs may arise. The Corporation’s dividend growth guidance is significantly dependent upon achieving the Rate Base growth expected from the execution of the five-year capital plan described under “Capital Plan” on page 36. Projects, particularly Major Capital Projects, are subject to risks of delay and cost overruns during construction caused by inflation, supply and labour costs, supplier non-performance, weather, geologic conditions or other factors beyond the Corporation’s control. There is no assurance that regulators will approve: (i) all of the planned projects or their amounts or timing; (ii) permits in a timely manner, or with reasonable terms and conditions; or (iii) the recovery of cost overruns in customer rates. These risks could impact the successful execution of a project by preventing the project from proceeding, delaying its completion, increasing its projected costs or negatively impacting its financing. Weather Variability and Seasonality Electricity consumption varies significantly in response to climate change and seasonal weather changes (see “Climate Change and Physical Risks” on page 40). In central and western Canada, Arizona and New York State, cool summers may reduce the use of air conditioning and other cooling equipment, while less severe winters may reduce heating load. Alternatively, severe weather could unexpectedly increase heating and cooling loads, negatively impacting system reliability. Weather and seasonality have a significant impact on gas distribution volumes as a major portion of the gas is used for space heating by residential customers. The earnings of the Corporation’s gas utilities and Aitken Creek are typically highest in the first and fourth quarters. Hydroelectric generation is sensitive to rainfall levels. Regulatory deferral and revenue decoupling mechanisms are in place at certain of the Corporation’s utilities to minimize the volatility in earnings that would otherwise be caused by variations in weather conditions. Both the discontinuance of key regulatory mechanisms and their absence at other Fortis entities could result in significant and prolonged weather variations from seasonal norms having a Material Adverse Effect. Natural Gas Competitiveness Approximately 19% of the Corporation’s revenue is derived from the delivery of natural gas. A decrease in the competitiveness of natural gas due to pricing or other factors could have a Material Adverse Effect. In British Columbia, which accounts for 80% of the Corporation’s natural gas revenue, natural gas primarily competes with electricity for space and hot water heating. Upfront capital costs for gas service continue to present competitive challenges for natural gas compared to electricity service. If gas becomes less competitive, the ability to add new customers could be impaired. Existing customers could also reduce their consumption or switch to electricity, placing further pressure on rates, whereby system costs must be recovered from a smaller customer and sales base, leading to further reductions in competitiveness. Government policy could also impact the competitiveness of natural gas in British Columbia. The provincial government has introduced changes to energy policy, including GHG emission reduction targets and a tax on carbon-based fuels which is expected to increase in the future. However, the Government of British Columbia has yet to introduce a carbon tax on imported electricity generated through the combustion of carbon-based fuels. As all levels of government become more active in the development of policies to address climate change, any resultant changes to energy policy may have a material impact on the competitiveness of natural gas relative to non-carbon based energy sources or other energy sources. There are other competitive challenges that are impacting the penetration of natural gas into new housing stock such as green attributes of the energy source, and type of housing stock being built. In addition, as part of their own climate change policy plans, local governments may use various tools at their disposal such as franchise agreements, permits, building codes and zoning bylaws to impose limitations on energy sources permitted in new and existing developments. The municipalities can also provide incentives, such as higher density allowance, to builders to adopt carbon free options for their developments. These actions and policies may hinder the Corporation’s ability to attract new customers or retain existing customers. 4 2 Management Discussion and AnalysisFORTIS INC. 2020 ANNUAL REPORTCommodity Price Volatility Purchased power and generation fuel costs are subject to commodity price volatility, which is managed through regulator-approved: (i) mechanisms that permit the flow through in customer rates of commodity price changes and/or that provide for rate-stabilization and other deferral accounts (see “Business Unit Performance” on page 24); and (ii) price-risk management strategies such as the use of derivative contracts that effectively fix costs (see “Financial Instruments – Derivatives” on page 49). There is no assurance that current regulator-approved mechanisms will continue to exist in the future. Additionally, despite these mechanisms, severe and prolonged commodity price increases could result in rates that customers are unable to pay and/or could affect consumption and sales growth. These could have a Material Adverse Effect. Purchased Power Supply A significant portion of electricity and gas sold by the Corporation’s utilities is purchased through the wholesale energy markets or pursuant to contracts with energy suppliers rather than being generated. A disruption in the wholesale energy markets, or a failure on the part of energy or fuel suppliers or operators of energy delivery systems that connect to the Corporation’s utilities, could have a Material Adverse Effect. Required Approvals The acquisition, ownership and operation of electric and gas businesses require numerous licences, permits, agreements, orders, certificates and other approvals from various levels of government, regulators, government agencies, Indigenous Peoples and/or third parties. The external environment has become more complex with heightened expectations from permitting agencies, local municipalities and Indigenous Peoples to be able to review and provide feedback on projects, largely driven by policy responses to climate change. There is no assurance that: (i)  all of these approvals will be obtained, continuously maintained or renewed without delay; and (ii)  the terms and conditions thereof will be fully complied with at all times and will not change in a material adverse manner. Significant failures in these regards could prevent the operation of the businesses and have a Material Adverse Effect. Reliability Standards The Energy Policy Act requires owners, operators and users of the bulk electric system in the US to meet mandatory reliability standards developed by the North American Electric Reliability Corporation and its regional entities, which are approved and enforced by FERC. Many of these, or similar, standards have been adopted in certain Canadian provinces including British Columbia, Alberta and Ontario. The failure to develop, implement and maintain appropriate operating practices/systems and capital plans to address reliability obligations could lead to compliance violations and a Material Adverse Effect, such as the exclusion from customer rates of related costs including potentially significant penalties. Indigenous Peoples’ Land Claims In British Columbia, the Corporation’s utilities provide service to customers on Indigenous Peoples’ lands and maintain facilities on lands that are subject to Indigenous Peoples’ land claims. Various treaty negotiation processes involving Indigenous Peoples and the Governments of British Columbia and Canada are underway, but the basis for potential settlements is unclear and not all Indigenous Peoples are participating in the processes. To date, the policy of the Government of British Columbia has been to structure settlements without prejudicing existing third-party rights. However, there is no assurance that the settlement processes will not have a Material Adverse Effect. FortisAlberta has distribution assets on Indigenous Peoples’ lands in Alberta with access permits held by TransAlta Utilities Corporation. To acquire these permits, FortisAlberta requires approval from First Nations and Crown-Indigenous Relations and Northern Affairs Canada. FortisAlberta may be unable to obtain such approvals or negotiate land-use agreements with reasonable terms. Significant failures in these regards could have a Material Adverse Effect. Joint-Ownership Interests and Third-Party Operators Certain generating facilities from which TEP receives power are jointly owned with, or are operated by, third parties. TEP may not have sole discretion or any ability to affect the management or operations of such facilities, including how to best address changing economic conditions or environmental requirements. A divergence in the interests of TEP and those of the joint owners or operators could have a Material Adverse Effect. Wataynikaneyap Partnership, which is owned 51% by 24 First Nations communities and 49% by a partnership between Fortis (80%) and Algonquin Power & Utilities Corp. (20%), is responsible for the Wataynikaneyap Transmission Power Project. Fortis does not have sole discretion on decisions for the project and divergence in the interest of Fortis and the other partners could delay the project’s completion, increase its anticipated cost, or adversely affect the reputation of Fortis. 4 3 Management Discussion and AnalysisFORTIS INC. 2020 ANNUAL REPORTCounterparty Credit Risk ITC has a concentration of credit risk as approximately 70% of its revenue is derived from three customers. These customers have investment- grade credit ratings and credit risk is further managed by MISO 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 its distribution service billings are to a relatively small group of retailers. Credit risk is managed by obtaining from the retailers either a cash deposit, letter of credit, an investment-grade credit rating, or a financial guarantee from an entity with an investment-grade credit rating. UNS Energy, Central Hudson, FortisBC Energy, Aitken Creek and Fortis may be exposed to credit risk from non-performance by counterparties to derivatives. Credit risk is managed 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. There is no assurance that management strategies will continue to be effective. Significant counterparty defaults could have a Material Adverse Effect. Cybersecurity As operators of critical energy infrastructure, the Corporation’s utilities face the risk of cybercrime, which has increased in frequency, scope and potential impact in recent years. Their ability to operate effectively is dependent upon developing and maintaining complex information systems and infrastructure that: (i)  support the operation of electric generation, transmission and distribution facilities, including gas facilities; (ii)  provide customers with billing, consumption and load settlement information, where applicable; and (iii)  support financial and general operations. Information and operations technology systems may be vulnerable to unauthorized access due to hacking, viruses, acts of war or terrorism, acts of vandalism and other causes. This can result in the disruption of energy service and other business operations, system failures and grid disturbances, property damage, corruption or unavailability of critical data, and the misappropriation and/or disclosure of sensitive, confidential and proprietary business, customer and employee information. A material breach could adversely affect the financial performance of the Corporation, its reputation and standing with customers, regulators and financial markets, and expose it to claims for third-party damage. The resultant financial impacts may not be fully covered by insurance policies or, in the case of utilities, through regulatory cost recovery, and could have a Material Adverse Effect. Technology Advances The emergence of initiatives designed to reduce GHG emissions and control or limit the effects of climate change has increased the incentive for the development of new technologies that produce power, enable more efficient storage of energy or reduce power consumption. New technology developments in distributed generation, particularly solar, and energy efficiency products and services, as well as the implementation of renewable energy and energy efficiency standards, will continue to impact retail sales. Heightened awareness of energy costs and environmental concerns have increased demand for products that reduce energy consumption. The Corporation’s utilities are also promoting demand-side management programs. New technologies include energy derived from renewable sources, customer-owned generation, energy-efficient appliances, battery storage and control systems. Advances in these or other technologies could have a significant impact on retail sales with a potential Material Adverse Effect. Interest Rates Generally, the market price of the Corporation’s common shares is inversely sensitive to interest rate changes. Additionally, allowed ROEs are exposed to changes in long-term interest rates. A low interest rate environment could reduce allowed ROEs. Alternatively, if interest rates rise, regulatory lag may cause delays in any compensatory ROE increases. Borrowings under variable-rate credit facilities and long-term debt, as well as new debt issuances, are also exposed to interest rate changes. Tax Laws Fortis and its subsidiaries are subject to changes in income tax rates and other tax legislation in Canada, the US and other international jurisdictions. The nature, timing or impact of changes in future tax laws cannot be predicted and could have a Material Adverse Effect. Although income taxes at the regulated utilities are generally recovered in customer rates, regulatory lag can result in recovery delays or non-recovery for certain periods. A variety of other impacts are also possible. At the non-regulated level, changes in income tax rates and other tax legislation could materially affect the after-tax cost of existing and future debt which is not recoverable in customer rates. 4 4 Management Discussion and AnalysisFORTIS INC. 2020 ANNUAL REPORTForeign Exchange Exposure The reporting currency of ITC, UNS Energy, Central Hudson, Caribbean Utilities, FortisTCI, BECOL and Belize Electricity is, or is pegged to, the US dollar. The earnings and cash flow from, and net investments in, these entities are exposed to fluctuations in the US dollar-to-Canadian dollar exchange rate. Fortis has limited this exposure through hedging. As at December 31, 2020, US$2.3  billion (2019 – US$2.2  billion) of corporately issued US dollar-denominated long-term debt had been designated as an effective hedge of foreign net investments, leaving US$10.2  billion (2019 – US$9.7 billion) in foreign net investments unhedged. Fortis has also entered into foreign exchange contracts to manage a portion of its exposure to foreign currency risk. Given only partial hedging, consolidated earnings and cash flow continue to be impacted by exchange rate fluctuations. On average, Fortis estimates that a five-cent increase or decrease in the US dollar relative to the Canadian dollar exchange rate of US$1.00=CA$1.34 as at December 31, 2020 would increase or decrease annual EPS by approximately six cents, which reflects the Corporation’s hedging program. The Corporation’s $19.6 billion five-year capital plan for 2021 through 2025 also includes exposure to foreign exchange. On average, Fortis estimates that a five-cent increase or decrease in the US dollar relative to the Canadian dollar would increase or decrease capital expenditures by $400 million over the five-year planning period. There is no assurance that existing hedging strategies will continue to be effective and the resultant financial impacts could have a Material Adverse Effect. Access to Capital Ongoing access to cost-effective capital is required to fund, among other things, capital expenditures and the repayment of maturing debt. Operating Cash Flow may not be sufficient to fund the repayment of all outstanding liabilities when due or anticipated capital expenditures. The ability to meet long-term debt repayments is dependent upon obtaining sufficient and cost-effective financing to replace maturing indebtedness. The ability to arrange such financing is subject to numerous factors, including the results of operations and financial condition of Fortis and its subsidiaries, the regulatory environments including regulatory decisions regarding capital structure and allowed ROEs, capital market conditions, general economic conditions and credit ratings. Changes in credit ratings could affect credit risk spreads on new long-term debt and credit facilities, as well as their availability. There is no assurance that sufficient capital will continue to be available on acceptable terms. For further information see “Liquidity and Capital Resources” on page 32. Insurance Insurance is maintained with reputable industry insurers for property damage, potential liabilities and business interruption for coverage considered appropriate and in accordance with industry practice. A significant portion of transmission and distribution assets is uninsured, as is customary in North America, as the cost is prohibitive. Insurance is subject to coverage limits and deductibles as well as time-sensitive claims discovery and reporting provisions. There is no assurance that: (i) the amounts and types of actual damage, liabilities or business interruption will be fully covered; (ii) regulatory relief would be obtained for coverage shortfalls; (iii) adequate insurance at reasonable rates will continue to be available; or (iv) insurers will fulfill their obligations. Significant actual shortfalls could have a Material Adverse Effect. Talent Management The delivery of safe, reliable and cost-effective service depends on the attraction, development and retention of skilled workforces. Like its peers, Fortis faces demographic challenges and competitive markets relating to trades, technical and professional staff, particularly considering its significant capital plan. ITC relies heavily on agreements with third parties to provide services for the construction, maintenance and operation of certain aspects of its business. Significant failures in attracting or retaining a skilled workforce could have a Material Adverse Effect. 4 5 Management Discussion and AnalysisFORTIS INC. 2020 ANNUAL REPORTLabour Relations Most of the Corporation’s utilities employ members of labour unions or associations under collective bargaining agreements. Fortis considers its labour relationships to be satisfactory but there is no assurance that this will continue or that existing collective bargaining agreements will be renewed on reasonable terms without work disruption or other job action. Significant failures in these regards could cause service interruptions and/or labour cost increases for which the regulator disallows full recovery in rates, and could have a Material Adverse Effect. Post-Retirement Obligations Fortis and most of its subsidiaries maintain a combination of defined benefit pension and/or OPEB plans for certain employees and retirees. The most significant cost drivers for these plans are investment performance and interest rates, which are affected by global financial markets. Market disruptions, significant declines in the market values of investments held to meet plan obligations, discount rate changes, participant demographics, and changes in laws and regulations may require additional plan funding. Significant increases in plan expenses and funding requirements could have a Material Adverse Effect. General Economic Conditions Fluctuations in general economic conditions, energy prices, employment levels, personal disposable incomes, housing starts, industrial activity and other factors may lower energy demand and reduce sales both directly and through reduced capital spending, particularly that related to new customer growth, which would affect Rate Base growth. A severe and prolonged economic downturn could have a Material Adverse Effect, including making it more difficult for customers to pay their bills. Reputation, Relationships and Stakeholder Activism The Corporation’s operations and growth prospects require strong relationships with key stakeholders, including regulators, governments and agencies, Indigenous communities, landowners, and environmental organizations. Inadequately managing expectations and issues important to stakeholders, including those arising during construction, could affect the Corporation’s reputation as well as have a significant impact on its operations and infrastructure development. Additionally, external stakeholders are increasingly challenging utilities regarding climate change, sustainability, diversity, returns including ROEs, executive compensation and other matters. Public opposition to larger infrastructure projects is becoming increasingly common, which can challenge capital plans and resultant organic growth. While the Corporation actively monitors such activism and is committed to developing stronger relationships with its external stakeholders, failure to effectively maintain or respond to stakeholder activism could have a Material Adverse Effect. Legal, Administrative and Other Proceedings These proceedings arise in the ordinary course of business and may include environmental claims, employment-related claims, securities- based litigation, contractual disputes, personal injury or property damage claims, actions by regulatory or tax authorities, and other matters. Unfavourable outcomes such as judgments or settlements for monetary or other damages, injunctions, denial or revocation of permits, reputational harm, and other results could have a Material Adverse Effect. ACCOUNTING MATTERS New Accounting Policies Financial Instruments Effective January 1, 2020, the Corporation adopted ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments, which requires the use of reasonable and supportable forecasts in the estimation of credit losses and the recognition of expected losses upon initial recognition of a financial instrument, in addition to using past events and current conditions. The new guidance also requires quantitative and qualitative disclosures regarding the activity in the allowance for credit losses for financial assets within the scope of the guidance. Adoption did not have a material impact on the 2020 Annual Financial Statements and related disclosures. Further information is provided in Note 3 in the 2020 Annual Financial Statements. Critical Accounting Estimates General The preparation of the 2020 Annual Financial Statements required management to make estimates and judgments that affect the reported amounts of, and disclosures related to, assets, liabilities, revenues, expenses, gains, losses and contingencies. Management evaluates these estimates on an ongoing basis based upon historical experience, current conditions, and assumptions believed to be reasonable at the time they are made, with any adjustments recognized in the period they become known. Actual results may differ significantly from these estimates. 4 6 Management Discussion and AnalysisFORTIS INC. 2020 ANNUAL REPORTRegulatory Assets and Liabilities As at December 31, 2020, Fortis recognized regulatory assets of $3.6  billion (2019 – $3.4  billion) and regulatory liabilities of $3.1  billion (2019 – $3.4 billion). Regulatory assets represent future revenues and/or receivables associated with certain costs incurred that will be, or are expected to be, recovered from customers in future periods through the rate-setting process. Regulatory liabilities represent: (i)  future reductions or limitations of increases in revenue associated with amounts that will be, or are expected to be, refunded to customers through the rate-setting process; or (ii) obligations to provide future service that customers have paid for in advance. The recognition of regulatory assets and liabilities and the period(s) of settlement are often estimates based on past, existing or expected regulatory orders in relation to the nature of the underlying amounts, and are subject to regulatory approval. There is no assurance that actual settlement amounts and the related settlement periods will not be materially different from those estimated. Differences arising from the regulator’s orders would be recognized in accordance with those orders, whereby any amounts disallowed would be immediately recognized in earnings with the remainder recognized in earnings in accordance with their inclusion in customer rates. Employee Future Benefits Key Estimates and Assumptions Years ended December 31 Funded status: (1) ($ millions) Benefit obligation (2) Plan assets Net benefit cost (2) ($ millions) Key assumptions: (weighted average %) Discount rate: (3) During the year As at December 31 Expected long-term rate of return on plan assets (4) Rate of compensation increase Health care cost trend increase rate (5) Defined Benefit Pension Plans OPEB Plans 2020 (3,995) 3,528 (467) 67 3.16 2.63 5.52 3.34 – 2019 (3,632) 3,208 (424) 65 4.05 3.20 5.78 3.33 – 2020 (789) 391 (398) 32 3.22 2.64 5.28 – 4.61 2019 (712) 343 (369) 28 4.10 3.25 5.50 – 4.62 (1) Periodic actuarial valuations determine funding contributions for the pension plans and US OPEB plans, while Canadian OPEB plans are unfunded (2) Actuarially determined using the projected benefits method prorated on service and management’s best estimate of expected plan investment performance, salary escalation, average remaining service life of employees, mortality rates and, for OPEB plans, expected health care costs (3) Reflects market interest rates on high-quality bonds with cash flows that match the timing and amount of expected pension payments (4) Developed using best estimates of expected returns, volatilities and correlations for each class of asset. Estimates are based on historical performance, future expectations and periodic portfolio rebalancing among the diversified asset classes. (5) Actuarially determined, the projected 2021 rate is 5.91% and is assumed to decrease over the next 11 years to the ultimate rate of 4.61% in 2031 and thereafter. Sensitivity Analysis Year ended December 31, 2020 ($ millions) Defined benefit pension plans: Net benefit cost Projected benefit obligation OPEB plans: Net benefit cost Accumulated benefit obligation Rate of Return – 1% change Discount Rate – 1% change Health Care Costs Trend Rate – 1% change Increase Decrease Increase Decrease Increase Decrease (30) 44 (4) – 25 (82) 4 – (45) (541) (9) (113) 63 691 13 144 n/a n/a 29 106 n/a n/a (21) (84) At the regulated utilities, changes in net benefit cost are generally expected to be reflected in customer rates, subject to regulatory lag and forecast risk at certain utilities. At FortisAlberta, cash contributions are expensed and reflected in customer rates with any difference between the cash contributions and the net benefit cost deferred as a regulatory asset/liability. ITC, Central Hudson, FortisBC Energy, FortisBC Electric and Newfoundland Power have regulator-approved mechanisms to defer variations between actual net pension cost and that forecast and reflected in customer rates. There is no assurance that these deferral mechanisms will continue in the future. 4 7 Management Discussion and AnalysisFORTIS INC. 2020 ANNUAL REPORT Depreciation and Amortization As at December 31, 2020, Fortis recognized property, plant and equipment and intangible assets of $37.3  billion (2019 – $35.2  billion) representing 67% of total assets (2019 – 66%). Depreciation and amortization totalled $1.4 billion for 2020 (2019 – $1.4 billion). Depreciation and amortization reflect the estimated useful lives of the underlying assets, which consider historical experience, manufacturers’ ratings and specifications, the past and expected future pattern and nature of usage, and other factors. At the regulated utilities, depreciation rates require regulatory approval and include a provision for estimated future asset removal costs not identified as a legal obligation. Estimates primarily reflect historical experience and expected cost trends. The provision is recognized as a long-term regulatory liability against which actual removal costs are netted when incurred. As at December 31, 2020, this regulatory liability was $1.2 billion (2019 – $1.2 billion). Depreciation rates at the regulated utilities are typically determined through periodic depreciation studies performed by external experts. Where actual experience differs from previous estimates, resultant differences are generally reflected in future depreciation rates and thereby recovered or refunded through customer rates in the manner prescribed by the regulator. Goodwill Impairment As at December 31, 2020, Fortis recognized goodwill of $11.8 billion (2019 – $12.0 billion), representing 21% of total assets (2019 – 22%). The decrease in goodwill was due to the impact of foreign exchange associated with the translation of US dollar-denominated goodwill. Goodwill at each of the Corporation’s 11 reporting units is tested for impairment annually and whenever an event or change in circumstances indicates that fair value may be below carrying value. If so determined, goodwill is written down to estimated fair value and an impairment loss is recognized. The Corporation performs a qualitative assessment on each reporting unit and if it is determined that it is not likely that fair value is less than carrying value, then a quantitative estimate of fair value is not required. When a quantitative assessment is necessary, the primary method for estimating fair value of the reporting units is the income approach, whereby net cash flow projections are discounted. Underlying estimates and assumptions, with varying degrees of uncertainty, include the amount and timing of expected future cash flows, growth rates, and discount rates. A secondary valuation, the market approach along with a reconciliation of the total estimated fair value of all the reporting units to the Corporation’s market capitalization, is also performed and evaluated. The recognition of impairment losses could have a Material Adverse Effect. Such losses are not recoverable in regulated utility rates. To the extent impairment losses signal lower expected future cash flows to support interest payments on unregulated holding company debt and dividends on common shares, they could adversely affect the future cost of such capital, expressed as higher interest rates on such debt, which is not recoverable in regulated utility rates, and lower common share market prices. Although the macro-economic impact of the COVID-19 Pandemic is pervasive throughout each reporting unit’s service territory, it is expected to be short term in nature and therefore not expected to have a material impact on long-term sustaining cash flows. No goodwill impairment was recognized in 2020 or 2019, pursuant to the annual assessments. Income Tax As at December 31, 2020, deferred income tax liabilities, current income tax receivable included in accounts receivable, deferred income taxes included in regulatory assets, and deferred income taxes included in regulatory liabilities totalled $3.3  billion, $72  million, $1.7  billion and $1.4 billion, respectively (2019 – $3.0 billion, $35 million, $1.6 billion and $1.4 billion, respectively). Income tax expense was $231 million in 2020 (2019 – $289 million). Current income taxes reflect the estimated taxes payable/receivable in the current year based on enacted tax rates and laws, and the estimated proportion of taxable earnings/loss attributable to various jurisdictions. Deferred income tax assets/liabilities reflect temporary differences between the tax and accounting basis of assets/liabilities. A deferred income tax asset or liability is determined for each temporary difference based on enacted income tax rates and laws in effect when the temporary differences are expected to be recovered or settled. A valuation allowance is recognized in earnings to the extent that future tax recovery is not assessed as “more likely than not”. At the regulated utilities, differences between the tax expense/recovery normally recognized under US GAAP and that reflected in customer rates, which is expected to be recovered from/refunded to customers in future rates, are recognized as regulatory assets/liabilities. These are subsequently amortized to earnings in accordance with their inclusion in customer rates pursuant to the regulator’s orders. Otherwise, changes in expectations and resultant estimates arising from changes in tax rates, tax laws, jurisdictional earnings allocations and other factors are recognized in earnings upon occurrence. 4 8 Management Discussion and AnalysisFORTIS INC. 2020 ANNUAL REPORTDerivatives The fair values of derivatives are based on estimates that cannot be determined with precision as they involve uncertainties and matters of judgment and, therefore, may not be relevant in predicting future earnings or cash flows. See “Financial Instruments – Derivatives” on page 49. Contingencies The Corporation and its subsidiaries are subject to various legal proceedings and claims arising in the ordinary course of business, including those generally described under “Business Risks – Indigenous Peoples’ Land Claims” on page 43, for which no amounts have been accrued because the outcomes currently cannot be reasonably determined. Further information is provided in Note 28 in the 2020 Annual Financial Statements. While Fortis currently believes that these matters are unlikely to have a Material Adverse Effect, there is no assurance that this will be the case. FINANCIAL INSTRUMENTS Long-Term Debt and Other As at December 31, 2020, the carrying value of long-term debt, including the current portion, was $24.5 billion (2019 – $22.3 billion) compared to an estimated fair value of $29.1 billion (2019 – $25.3 billion). Since Fortis does not intend to settle long-term debt prior to maturity, the excess of fair value over carrying value does not represent an actual liability. The consolidated carrying value of the remaining financial instruments, other than derivatives, approximates fair value, reflecting their short- term maturity, normal trade credit terms and/or nature. 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. Derivatives are recorded at fair value, with certain exceptions, including those derivatives that qualify for the normal purchase and normal sale exception. Energy contracts subject to regulatory deferral UNS Energy holds electricity power purchase contracts, customer supply contracts and gas swap contracts to reduce its exposure to energy price risk. Fair values are 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 are 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. 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 December 31, 2020, unrealized losses of $73 million (2019 – $119 million) were recognized as regulatory assets and unrealized gains of $17 million (2019 – $2 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 is shared with customers through rate stabilization accounts. Fair values are measured using a market approach incorporating, where possible, independent third-party information. 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 are 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 and were not material for 2020 and 2019. 4 9 Management Discussion and AnalysisFORTIS INC. 2020 ANNUAL REPORTTotal return swaps The Corporation holds total return swaps to manage the cash flow risk associated with forecast future cash settlements of certain stock-based compensation obligations. The swaps have a combined notional amount of $113 million and terms of one to three years expiring at varying dates through January 2023. Fair value is measured using an income valuation approach based on forward pricing curves. Unrealized gains and losses associated with changes in fair value are recognized in other income, net and were not material for 2020 and 2019. Foreign exchange contracts The Corporation holds US dollar-denominated foreign exchange contracts to help mitigate exposure to foreign exchange rate volatility. The contracts expire at varying dates through February 2022 and have a combined notional amount of $245  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 2020 and 2019. Interest rate swaps ITC entered into forward-starting interest rate swaps to manage the interest rate risk associated with planned borrowings. The swaps, which had a combined notional value of $611 million, were terminated in May 2020 with the issuance of US$700 million senior notes. Realized losses of $31 million were recognized in other comprehensive income and are being reclassified to earnings as a component of interest expense over five years. Other investments ITC, UNS Energy and Central Hudson hold investments in trust associated with supplemental retirement benefit plans for select employees. These investments consist of mutual funds and money market accounts, which are recorded at fair value based on quoted market prices in active markets. Gains and losses are recognized in other income, net and were not material for 2020 and 2019. Derivative Fair Values The following table presents derivative assets and liabilities that are accounted for at fair value on a recurring basis. ($ millions) As at December 31, 2020 Assets (2) Energy contracts subject to regulatory deferral Energy contracts not subject to regulatory deferral Foreign exchange contracts and total return swaps Other investments Liabilities (3) Energy contracts subject to regulatory deferral Energy contracts not subject to regulatory deferral As at December 31, 2019 Assets (2) Energy contracts subject to regulatory deferral Energy contracts not subject to regulatory deferral Foreign exchange contracts, interest rate and total return swaps Other investments Liabilities (3) Energy contracts subject to regulatory deferral Energy contracts not subject to regulatory deferral Level 1(1) Level 2(1) Level 3(1) Total – – 16 126 142 – – – – – 14 121 135 (1) – (1) 38 6 – – 44 (94) (12) (106) 22 8 4 – 34 (138) (12) (150) – – – – – – – – – – – – – – – – 38 6 16 126 186 (94) (12) (106) 22 8 18 121 169 (139) (12) (151) (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. (2) Current portion is included in accounts receivable and other current assets, with the remainder included in other assets (3) Current portion is included in accounts payable and other current liabilities, with the remainder included in other liabilities 5 0 Management Discussion and AnalysisFORTIS INC. 2020 ANNUAL REPORT Derivative Volumes As at December 31 Energy contracts subject to regulatory deferral (1) Electricity swap contracts (GWh) Electricity power purchase contracts (GWh) Gas swap contracts (PJ) Gas supply contract premiums (PJ) Energy contracts not subject to regulatory deferral (1) Wholesale trading contracts (GWh) Gas swap contracts (PJ) (1) Energy contracts settle on various dates through 2029 SELECTED ANNUAL FINANCIAL INFORMATION Years ended December 31 ($ millions, except as indicated) Revenue Net earnings Common Equity Earnings EPS: ($) Basic Diluted Total assets Long-term debt (excluding current portion) Dividends declared: ($) Per common share Per first preference share: Series F Series G (1) Series H (2) Series I (3) Series J Series K (4) Series M (5) 2020 522 2,781 156 203 1,588 36 2019 8,783 1,852 1,655 3.79 3.78 53,404 21,501 1.855 1.2250 1.0983 0.6250 0.7771 1.1875 0.9823 1.0133 2019 628 3,198 168 241 1,855 43 2018 8,390 1,286 1,100 2.59 2.59 53,051 23,159 1.750 1.2250 1.0345 0.6250 0.7116 1.1875 1.0000 1.0250 2020 8,935 1,389 1,209 2.60 2.60 55,481 23,113 1.965 1.2250 1.0983 0.5003 0.4987 1.1875 0.9823 0.9783 (1) The annual dividend per share was reset to $1.0983 for the five-year period from September 1, 2018 up to but excluding September 1, 2023. (2) The annual dividend per share was reset to $0.4588 for the five-year period from June 1, 2020 up to but excluding June 1, 2025. (3) Floating quarterly dividend rate is reset every quarter based on the then current three-month Government of Canada Treasury Bill rate plus the applicable reset dividend yield. (4) The annual dividend per share was reset to $0.9823 for the five-year period from March 1, 2019 up to but excluding March 1, 2024. (5) The annual dividend per share was reset to $0.9783 for the five-year period from December 1, 2019 up to but excluding December 1, 2024. 2020/2019 For a discussion of the changes in revenue, net earnings, Common Equity Earnings, EPS, total assets and long-term debt see “Performance at a Glance” on page 19, “Operating Results” on page 23, and “Financial Position” on page 31. 2019/2018 The increase in revenue reflected: (i)  Rate Base growth, led by ITC; (ii)  overall higher flow-through costs in customer rates; (iii)  favourable foreign exchange; and (iv) a $91 million favourable adjustment associated with the November 2019 FERC decision at ITC. The increase was partially offset by: (i)  lower revenue contribution from the Energy Infrastructure segment due primarily to the disposition of the Waneta Expansion and reduced hydroelectric production in Belize due to lower rainfall; and (ii) lower retail sales at UNS Energy due to weather. The increase in Common Equity Earnings reflected the following significant one-time items: (i) a $484 million gain on the disposition of the Waneta Expansion; and (ii) an $83 million favourable adjustment resulting from the November 2019 FERC decision at ITC, discussed above. Excluding the significant one-time items, the increase in Common Equity Earnings was primarily due to Rate Base growth; lower operating expenses, primarily at FortisAlberta; and favourable foreign exchange. The increase was partially offset by the impact of weather in Belize and Arizona, higher costs associated with Rate Base growth not reflected in customer rates at UNS Energy, regulatory decisions at ITC, and lower realized margins at Aitken Creek. One-time positive tax adjustments, primarily recognized in 2018, also contributed to the increase in earnings, as discussed below. 5 1 Management Discussion and AnalysisFORTIS INC. 2020 ANNUAL REPORT The one-time positive tax adjustments recognized in 2018 related to an election to file a consolidated state tax return and the designation of net assets related to the Waneta Expansion as held for sale totalling $30 million and $14 million, respectively. In addition, the finalization of US tax reform regulations associated with base-erosion and anti-abuse tax resulted in the recognition of income tax expense of $12 million in 2019. The increase in EPS reflects the above-noted earnings increases, partially offset by a 12.1 million increase in the weighted average number of common shares outstanding associated with the Corporation’s: (i)  $1.2  billion common equity issuance in the fourth quarter of 2019; (ii) ATM Program; and (iii) DRIP and share purchase plan. The increase in total assets was due to 2019 capital expenditures, partially offset by unfavourable foreign exchange on the translation of US dollar-denominated assets. FOURTH QUARTER RESULTS Sales Regulated utilities UNS Energy Retail Electricity (GWh) Wholesale Electricity (GWh) Gas (PJ) Central Hudson Electricity (GWh) Gas (PJ) FortisBC Energy (PJ) FortisAlberta (GWh) FortisBC Electric (GWh) Other Electric (GWh) Non-regulated Energy Infrastructure (GWh) 2020 2019 Variance 2,345 1,871 5 1,200 7 67 4,138 894 2,362 103 2,223 1,814 5 1,188 6 71 4,279 888 2,427 14 122 57 – 12 1 (4) (141) 6 (65) 89 The increase in electricity sales was driven by: (i) higher retail electricity sales at UNS Energy due to favourable weather; and (ii) increased hydroelectric production in Belize due to higher rainfall levels. The increase was tempered by lower average consumption by oil and gas and commercial customers at FortisAlberta, largely associated with the COVID-19 Pandemic and the downturn in the oil and gas sector. Gas volumes were slightly lower than 2019 due to lower consumption by transportation customers at FortisBC Energy. Revenue and Common Equity Earnings ($ millions, except as indicated) Regulated utilities ITC UNS Energy Central Hudson FortisBC Energy FortisAlberta FortisBC Electric Other Electric Non-regulated Energy Infrastructure Corporate and Other Total Revenue Earnings 2020 2019 Variance 2020 2019 Variance 419 525 242 476 139 117 381 47 – 500 510 226 428 150 112 381 19 – 2,346 2,326 (81) 15 16 48 (11) 5 – 28 – 20 109 45 35 74 33 13 32 27 (37) 331 171 38 30 77 33 12 22 6 (43) 346 (62) 7 5 (3) – 1 10 21 6 (15) Weighted average number of common shares outstanding (millions) Basic EPS ($) 465.8 0.71 447.1 0.77 18.7 (0.06) The increase in revenue was driven by: (i) overall higher flow-through costs, mainly at FortisBC Energy; (ii) Rate Base growth; and (iii) the impact of favourable weather including higher retail sales in Arizona and hydroelectric production in Belize. The increase was partially offset by the $91 million favourable ROE adjustment recorded in the fourth quarter of 2019 by ITC associated with the November 2019 FERC decision (see “Regulatory Highlights” on page 29). 5 2 Management Discussion and AnalysisFORTIS INC. 2020 ANNUAL REPORT The decrease in Common Equity Earnings was due primarily to the implementation of the November 2019 FERC decision in the fourth quarter of 2019 including the reversal of prior period liabilities. This impact was partially offset by Rate Base growth, the favourable impact of mark-to-market accounting of natural gas derivatives at Aitken Creek, and higher hydroelectric production in Belize. The decrease in basic EPS reflects lower Common Equity Earnings and an increase in the weighted average number of common shares outstanding associated with the Corporation’s December 2019 common equity offering. Cash Flows ($ millions) Cash, beginning of period Cash from (used in): Operating activities Investing activities Financing activities Foreign exchange Cash, end of period Operating Activities 2020 494 700 (1,235) 308 (18) 249 2019 228 634 (1,104) 627 (15) 370 Variance 266 66 (131) (319) (3) (121) The variance largely reflects the upfront payment received by FortisAlberta in the fourth quarter of 2020 associated with a long-term energy retailer agreement. An increase in Operating Cash Flow associated with higher energy sales was largely offset by the timing of the recovery of flow-through costs and slower collections from customers associated with the COVID-19 Pandemic. Investing Activities The variance reflects higher capital expenditures in accordance with the Corporation’s capital plan. Financing Activities See “Cash Flow Summary” on page 33. SUMMARY OF QUARTERLY RESULTS Quarter Ended December 31, 2020 September 30, 2020 June 30, 2020 March 31, 2020 December 31, 2019 September 30, 2019 June 30, 2019 March 31, 2019 Revenue ($ millions) 2,346 2,121 2,077 2,391 2,326 2,051 1,970 2,436 Common Equity Earnings ($ millions) 331 292 274 312 346 278 720 311 Basic EPS ($) 0.71 0.63 0.59 0.67 0.77 0.64 1.66 0.72 Diluted EPS ($) 0.71 0.63 0.59 0.67 0.77 0.63 1.66 0.72 Generally, within each calendar year, quarterly results fluctuate primarily in accordance with seasonality. Given the diversified nature of the Corporation’s subsidiaries, seasonality varies. Most of the annual earnings of the gas utilities are realized in the first and fourth quarters due to space-heating requirements. Earnings for the electric distribution utilities in the US are generally highest in the second and third quarters due to the use of air conditioning and other cooling equipment. Generally, from one calendar year to the next, quarterly results reflect: (i) continued organic growth driven by the Corporation’s capital plan; (ii) any acquisitions and dispositions; (iii) any significant temperature fluctuations from seasonal norms; (iv) the timing and significance of any regulatory decisions; (v)  for revenue, the flow through in customer rates of commodity costs; and (vi)  for EPS, increases in the weighted average number of common shares outstanding. 5 3 Management Discussion and AnalysisFORTIS INC. 2020 ANNUAL REPORT December 2020/December 2019 See “Fourth Quarter Results” on page 52. September 2020/September 2019 Common Equity Earnings increased by $14 million due mainly to: (i) Rate Base growth; (ii) increased retail sales at UNS Energy, driven largely by weather; and (iii) higher earnings from Belize, mainly from increased hydroelectric production. This growth was tempered by: (i) the delay in TEP’s general rate application, resulting in approximately $1 billion of Rate Base not reflected in customer rates; and (ii) lower contributions from ITC, due to the timing of earnings associated with the FERC ROE decisions, and a lower effective tax rate in 2019. The $0.01 decrease in EPS was due primarily to an increase in the weighted average number of common shares outstanding, mainly associated with the Corporation’s $1.2 billion common equity issuance in the fourth quarter of 2019, partially offset by the above noted factors. June 2020/June 2019 Common Equity Earnings decreased by $446 million and basic EPS decreased by $1.07. Earnings for the quarter reflected significant one-time items: (i)  a $484  million gain on the disposition of the Waneta Expansion in April 2019; and (ii)  the reversal of a $13  million tax recovery, originally recognized in 2019, due to the finalization in April 2020 of anti-hybrid regulations associated with US tax reform, partially offset by; (iii)  a $27  million favourable base ROE adjustment at ITC as a result of the May 2020 FERC decision reflecting the reversal of liabilities accrued in prior years. Notwithstanding the significant one-time items, the regulated utilities delivered improved financial results reflecting: (i) Rate Base growth; (ii) increased retail sales at UNS Energy, driven largely by weather; (iii) favourable foreign exchange; and (iv) timing of operating expenses at FortisBC Energy. This growth was tempered by lower sales in the Caribbean due to a decline in tourism-related activities and higher COVID-related expenses, driven by Central Hudson. March 2020/March 2019 Common Equity Earnings were comparable with 2019. Rate Base growth, lower non-recoverable operating expenses at ITC, and lower expenses in the Corporate and Other segment were tempered by: (i) higher costs associated with Rate Base growth at UNS Energy not yet reflected in rates; (ii)  financial market volatility that caused a decline in the market value of certain investments that support retirement benefits at UNS Energy; and (iii) unrealized losses on foreign exchange contracts in the Corporate and Other segment. The decrease in EPS was due primarily to an increase in the weighted average number of common shares outstanding, mainly associated with the Corporation’s $1.2 billion common equity issuance in the fourth quarter of 2019. 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 in 2020 or 2019. Inter-company balances, transactions and profit between non-regulated and regulated entities are not eliminated on consolidation. These related-party transactions include: (i)  the lease of gas storage capacity and gas sales by Aitken Creek to FortisBC Energy; and (ii) the sale of capacity by the Waneta Expansion to FortisBC Electric up to the April 16, 2019 disposition of the Waneta Expansion. These transactions, which are not eliminated on consolidation, did not have a material impact on consolidated earnings, financial position or cash flows. As at December 31, 2020, accounts receivable included approximately $28 million due from Belize Electricity (2019 – $8 million). Fortis periodically provides short-term financing to its subsidiaries to support capital expenditures, acquisitions and seasonal working capital requirements. As at December 31, 2020, there were no material inter-segment loans outstanding (2019 – $279 million). The interest charged on inter-segment loans in 2020 and 2019 was not material. 5 4 Management Discussion and AnalysisFORTIS INC. 2020 ANNUAL REPORTMANAGEMENT’S EVALUATION OF CONTROLS AND PROCEDURES Disclosure Controls and Procedures DCP are designed to provide reasonable assurance that information required to be disclosed in reports filed with, or submitted to, securities regulatory authorities is recorded, processed, summarized and reported within the time periods specified under Canadian and US securities laws. As of December 31, 2020, an evaluation was carried out under the supervision of, and with the participation of, the Corporation’s management, including the CEO and CFO, of the effectiveness of the Corporation’s DCP, as defined in the applicable Canadian and US securities laws. Based on that evaluation, the CEO and CFO concluded that such DCP are effective as of December 31, 2020. Internal Controls over Financial Reporting ICFR is designed by, or under the supervision of, the Corporation’s CEO and CFO and effected by the Corporation’s board of directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with US GAAP. Because of its inherent limitations, ICFR may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. The Corporation’s management, including the Corporation’s CEO and CFO, assessed the effectiveness of the Corporation’s ICFR as of December 31, 2020, based on the criteria set forth in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management concluded that, as of December 31, 2020, the Corporation’s ICFR was effective. During the year ended December 31, 2020, there have been no changes in the Corporation’s ICFR that have materially affected, or are reasonably likely to materially affect, the Corporation’s ICFR. OUTLOOK The Corporation maintains its positive long-term outlook. Fortis continues to enhance shareholder value through the execution of its capital plan, the balance and strength of its diversified portfolio of utility businesses, and growth opportunities within and proximate to its service territories. While uncertainty exists due to the COVID-19 Pandemic, the Corporation does not currently expect it to have a material financial impact in 2021. The Corporation’s $19.6  billion five-year capital plan is expected to increase Rate Base from $30.5  billion in 2020 to $36.4  billion by 2023 and $40.3  billion by 2025, translating into three- and five-year CAGRs of approximately 6.5% and 6.0%, respectively. Beyond the five-year capital plan, Fortis continues to pursue additional energy infrastructure opportunities including: further expansion of LNG infrastructure in British Columbia; the fully permitted, cross-border, Lake Erie Connector electric transmission project in Ontario; and the acceleration of cleaner energy infrastructure investments across our jurisdictions. Fortis expects long-term growth in Rate Base will support earnings and dividend growth. Fortis is targeting average annual dividend growth of approximately 6% through 2025. This dividend growth guidance is premised on the assumptions listed under “Forward-Looking Information” on page 56, including no material impact from the COVID-19 Pandemic, the expectation of reasonable outcomes for regulatory proceedings, and the successful execution of the five-year capital plan. 5 5 Management Discussion and AnalysisFORTIS INC. 2020 ANNUAL REPORTFORWARD-LOOKING INFORMATION Fortis includes forward-looking information in the MD&A within the meaning of applicable Canadian securities laws and forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, (collectively referred to as “forward-looking information”). Forward- looking information reflects expectations of Fortis management regarding future growth, results of operations, performance, 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: the expectation that the COVID-19 Pandemic will not have a material financial impact in 2021 and will not impact the five-year capital plan; targeted average annual dividend growth through 2025; forecast capital expenditures for 2021–2025 and expected funding sources; forecast Rate Base and Rate Base growth for 2023 and 2025; the expectation that long-term growth in Rate Base will support earnings and dividend growth; the expectation that Fortis will remain at the forefront of the industry and is well positioned to capitalize on evolving industry opportunities; expected timing, outcome and impact of regulatory decisions; expected or potential funding sources for operating expenses, interest costs and capital 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 continue to have access to long-term capital and will remain compliant with debt covenants in 2021; the nature, timing, benefits and expected costs of certain capital projects including the Multi-Value Regional Transmission Projects, Transmission Conversion Project, Vail-to-Tortolita Project, Oso Grande Wind Project, Lower Mainland Intermediate Pressure System Upgrade, Eagle Mountain Woodfibre Gas Line Project, Transmission Integrity Management Capabilities Project, Inland Gas Upgrades Project, Tilbury 1B Project, Tilbury LNG Resiliency Tank, AMI Project, Wataynikaneyap Transmission Power Project and additional opportunities beyond the capital plan, including the Lake Erie Connector Project; and the expectation that the adoption of future accounting pronouncements will not have a Material Adverse Impact. Forward-looking information involves significant risks, uncertainties and assumptions. Certain material factors or assumptions have been applied in drawing the conclusions contained in the forward-looking information including, without limitation: no material impact from the COVID-19 Pandemic; reasonable regulatory decisions and the expectation of regulatory stability; the successful execution of the five-year capital plan; no material capital project or financing cost overrun; sufficient human resources to deliver service and execute the capital 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. 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 Risks” in this MD&A and in other continuous disclosure materials filed from time to time with Canadian securities regulatory authorities and the Securities and Exchange Commission. Key risk factors for 2021 include, but are not limited to: uncertainty regarding the outcome of regulatory proceedings at the Corporation’s utilities; risks associated with climate change, physical risks and service disruption; the impact of pandemics and public health crises, including the COVID-19 Pandemic; risks related to environmental laws and regulations; risks associated with capital projects and the impact on the Corporation’s continued growth; and the impact of weather variability and seasonality on heating and cooling loads, gas distribution volumes and hydroelectric generation. All forward-looking information herein is given as of February 11, 2021. 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. 5 6 Management Discussion and AnalysisFORTIS INC. 2020 ANNUAL REPORTGLOSSARY 2020 Annual Financial Statements: the Corporation’s audited consolidated financial statements and notes thereto for the year ended December 31, 2020 Central Hudson: CH Energy Group, Inc., an indirect wholly owned subsidiary of Fortis, together with its subsidiaries, including Central Hudson Gas & Electric Corporation ACC: Arizona Corporation Commission CEO: Chief Executive Officer of Fortis ACCP: AESO customer contribution policy CFO: Chief Financial Officer of Fortis Actual Payout Ratio: dividends per common share divided by basic EPS Common Equity Earnings: net earnings attributable to common equity shareholders Adjusted Basic EPS: Adjusted Common Equity Earnings divided by the basic weighted average number of common shares outstanding Corporation: Fortis Inc. Adjusted Common Equity Earnings: net earnings attributable to common equity shareholders adjusted as shown under “Non-US GAAP Financial Measures” on page 28 COVID-19 Pandemic: declared by the World Health Organization in March 2020 as a result of a novel coronavirus COS Regulation: cost of service regulation Adjusted Payout Ratio: dividends per common share divided by Adjusted Basic EPS as shown under “Non-US GAAP Financial Measures” on page 28 CPCN: Certificate of Public Convenience and Necessity DBRS Morningstar: DBRS Limited AESO: Alberta Electric System Operator DCP: disclosure controls and procedures AFUDC: allowance for funds used during construction DRIP: dividend reinvestment plan Aitken Creek: Aitken Creek Gas Storage ULC, a direct 93.8%-owned subsidiary of FortisBC Holdings Inc. EPS: earnings per common share ERM: enterprise risk management AMI: Advanced Metering Infrastructure ASU: Accounting Standards Update ATM Program: at-the-market common equity program AUC: Alberta Utilities Commission BCUC: British Columbia Utilities Commission BECOL: Belize Electric Company Limited, an indirect wholly owned subsidiary of Fortis Belize Electricity: Belize Electricity Limited, indirectly holds a 33% equity interest in which Fortis CAGR(s): compound average growth rate of a particular item. CAGR = (EV/BV)1–N–1, where: (i)  EV is the ending value of the item; (ii) BV is the beginning value of the item; and (iii) N is the number of periods. Calculated on a constant US dollar to Canadian dollar exchange rate FERC: Federal Energy Regulatory Commission Fortis: Fortis Inc. FortisAlberta: FortisAlberta subsidiary of Fortis Inc., an indirect wholly owned FortisBC Electric: FortisBC Inc., an indirect wholly owned subsidiary of Fortis, together with its subsidiaries FortisBC Energy: FortisBC Energy Inc., an indirect wholly owned subsidiary of Fortis, together with its subsidiaries FortisOntario: FortisOntario Inc., a direct wholly owned subsidiary of Fortis, together with its subsidiaries FortisTCI: FortisTCI Limited, an indirect wholly owned subsidiary of Fortis, together with its subsidiary Four Corners: Four Corners Generating Station, Units 4 and 5 Caribbean Utilities: Caribbean Utilities Company, Ltd., an indirect approximately 60%-owned (as at December 31, 2020) subsidiary of Fortis, together with its subsidiary FX: foreign exchange associated with the translation of US dollar- denominated amounts GCOC: generic cost of capital 5 7 Management Discussion and AnalysisFORTIS INC. 2020 ANNUAL REPORTGHG: greenhouse gas Operating Cash Flow: cash from operating activities Gila River Unit 2: UNS Energy’s Gila River natural gas generation station Unit 2 PBR: performance-based rate-setting GWh: gigawatt hour(s) ICFR: internal controls over financial reporting Investment Holdings ITC: ITC indirect 80.1%-owned including subsidiary of Fortis, together with International Transmission Company, Michigan Electric Transmission Company, LLC, ITC Midwest LLC, and ITC Great Plains, LLC its subsidiaries, Inc., an LIBOR: London Interbank Offered Rate LNG: liquefied natural gas Luna: Luna Energy Facility kV: kilovolt PJ: petajoule(s) PPA: power purchase agreement PSC: New York State Public Service Commission Rate Base: the stated value of property on which a regulated utility is permitted to earn a specified return in accordance with its regulatory construct RICE Units: natural gas reciprocating internal combustion engine units ROA: rate of return on Rate Base ROE: rate of return on common equity S&P: Standard & Poor’s Financial Services LLC Major Capital Projects: projects, other than ongoing maintenance projects, individually costing $200 million or more San Juan: San Juan Generating Station Unit 1 Maritime Electric: Maritime Electric Company, Limited, an indirect wholly owned subsidiary of Fortis SEDAR: Canadian System for Electronic Document Analysis and Retrieval Material Adverse Effect: a material adverse effect on the Corporation’s business, results of operations, financial position or liquidity, on a consolidated basis MD&A: the Corporation’s management discussion and analysis for the year ended December 31, 2020 MISO: Midcontinent Independent System Operator, Inc. MRP: Multi-Year Rate Plan TEP: Tucson Electric Power Company, a direct wholly owned subsidiary of UNS Energy TFO: transmission facility owners TSR: total shareholder return, which is a measure of the return in the form of share price to common equity shareholders appreciation and dividends reinvestment) over a specified time period in relation to the share price at the beginning of the period (assuming Moody’s: Moody’s Investor Services, Inc. TSX: Toronto Stock Exchange MW: megawatt(s) Newfoundland Power: Newfoundland Power Inc., a direct wholly owned subsidiary of Fortis UNS Energy: UNS Energy Corporation, an indirect wholly owned subsidiary of Fortis, together with its subsidiaries, including TEP, UNS Electric, Inc. and UNS Gas, Inc. Non-US GAAP Financial Measures: financial measures that do not have a standardized meaning prescribed by US GAAP US GAAP: accounting principles generally accepted in the US US: United States of America NOPR: notice of proposed rulemaking NYSE: New York Stock Exchange OEB: Ontario Energy Board OPEB: other post-employment benefits Waneta Expansion: Waneta Expansion hydroelectric generation facility, in which Fortis held a 51% controlling interest prior to April 2019 Wataynikaneyap Partnership: Wataynikaneyap Power Limited Partnership 5 8 Management Discussion and AnalysisFORTIS INC. 2020 ANNUAL REPORTFinancials Table of Contents Management’s Report on Internal Control NOTE 10 Property, Plant and Equipment ............................................................84 over Financial Reporting ..............................................................................................59 Report of Independent Registered Public Accounting Firm – Opinion on the Financial Statements ..................................................................60 Report of Independent Registered Public Accounting Firm – Opinion on Internal Control over Financial Reporting .............................62 NOTE 11 Intangible Assets ............................................................................................86 NOTE 12 Goodwill ..............................................................................................................86 NOTE 13 Accounts Payable and Other Current Liabilities ........................86 NOTE 14 Long-Term Debt .............................................................................................87 Consolidated Balance Sheets ..........................................................................................63 NOTE 15 Leases ....................................................................................................................90 Consolidated Statements of Earnings ........................................................................64 NOTE 16 Other Liabilities ...............................................................................................92 Consolidated Statements of Comprehensive Income ....................................64 NOTE 17 Common Shares.............................................................................................92 Consolidated Statements of Cash Flows ..................................................................65 NOTE 18 Earnings Per Common Share .................................................................92 Consolidated Statements of Changes in Equity ..................................................66 NOTE 19 Preference Shares ..........................................................................................93 Notes to Consolidated Financial Statements NOTE 20 Accumulated Other Comprehensive Income .............................94 NOTE 1 Description of Business .............................................................................67 NOTE 21 Stock-Based Compensation Plans ......................................................95 NOTE 2 Regulation ..........................................................................................................68 NOTE 22 Disposition .........................................................................................................97 NOTE 3 Summary of Significant Accounting Policies ...............................72 NOTE 23 Other Income, Net ........................................................................................97 NOTE 4 Segmented Information............................................................................78 NOTE 24 Income Taxes ....................................................................................................98 NOTE 5 Revenue ...............................................................................................................80 NOTE 25 Employee Future Benefits .....................................................................100 NOTE 6 Accounts Receivable and Other Current Assets ........................81 NOTE 26 Supplementary Cash Flow Information .......................................104 NOTE 7 Inventories .........................................................................................................81 NOTE 27 Fair Value of Financial Instruments NOTE 8 Regulatory Assets and Liabilities .........................................................82 NOTE 9 Other Assets ......................................................................................................84 and Risk Management ......................................................................104 NOTE 28 Commitments and Contingencies ..................................................108 MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Management of Fortis Inc. and its subsidiaries (the “Corporation”) is responsible for establishing and maintaining adequate internal control over financial reporting (“ICFR”). The Corporation’s ICFR is designed by, or under the supervision of, the Corporation’s President and Chief Executive Officer (“CEO”) and Executive Vice President, Chief Financial Officer (“CFO”) and effected by the Corporation’s board of directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Because of its inherent limitations, ICFR may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. The Corporation’s management, including its CEO and CFO, assessed the effectiveness of the Corporation’s ICFR as of December 31, 2020, based on the criteria set forth in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management concluded that, as of December 31, 2020, the Corporation’s ICFR was effective. The Corporation’s ICFR as of December 31, 2020 has been audited by Deloitte LLP, an Independent Registered Public Accounting Firm, which also audited the Corporation’s consolidated financial statements for the year ended December 31, 2020. Deloitte LLP issued an unqualified opinion for both audits. February 11, 2021 David G. Hutchens President and Chief Executive Officer, Fortis Inc. Jocelyn H. Perry Executive Vice President, Chief Financial Officer, Fortis Inc. St. John’s, Canada 5 9 FORTIS INC. 2020 ANNUAL REPORTREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Fortis Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Fortis Inc. and subsidiaries (the “Corporation”) as of December  31, 2020 and 2019, the related consolidated statements of earnings, comprehensive income, cash flows and changes in equity for each of the two years in the period ended December 31, 2020, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Corporation as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Corporation’s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 11, 2021, expressed an unqualified opinion on the Corporation’s internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Corporation’s management. Our responsibility is to express an opinion on the Corporation’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Corporation in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Assessment for Impairment of Goodwill – Refer to Notes 3 and 12 to the financial statements Critical Audit Matter Description The Corporation assesses goodwill for impairment annually as well as whenever any event or other change indicates that the fair value of a reporting unit may be below its carrying value. Management has determined that there is no impairment based on its current annual assessment. Management’s assessment utilizes the income approach which is based on underlying estimates and assumptions with varying degrees of uncertainty. Those with the highest degree of subjectivity and impact are the assumed growth rates and discount rates. Auditing these estimates and assumptions required a high degree of audit judgment and effort, including the need to involve a fair value specialist. How the Critical Audit Matter was Addressed in the Audit Our audit procedures related to the growth rate and discount rate used by management to estimate the fair value of more recently acquired reporting units included the following: • Evaluating the effectiveness of controls over the estimated fair value of the reporting units, including the review and approval of the growth rate and discount rate selected by management. • Evaluating management’s ability to accurately forecast the growth rate by: • Assessing the methodology used in management’s determination of the growth rate; and • Comparing management’s assumptions to historical data and available market trends. • With the assistance of a fair value specialist, evaluating the reasonableness of the discount rate by: • Testing the source information underlying the determination of the discount rate; and • Developing a range of independent estimates and comparing those to the discount rate selected by management. 6 0 FinancialsFORTIS INC. 2020 ANNUAL REPORTImpact of Rate Regulation on the financial statements – Refer to Notes 2, 3 and 8 to the financial statements Critical Audit Matter Description The Corporation’s regulated utilities are subject to rate regulation and annual earnings oversight by various federal, state and provincial regulatory authorities who have jurisdiction in the United States and Canada. Rates and resultant earnings of the Corporation’s regulated utilities are determined under cost of service regulation, with some using performance-based rate-setting mechanisms. The regulation of rates is premised on the full recovery of prudently incurred costs and a reasonable rate of return on asset value (“ROA”) or common shareholders’ equity (“ROE”). Regulatory decisions can have an impact on the timely recovery of costs and the regulator-approved ROE and/or ROA. Accounting for the economics of rate regulation impacts multiple financial statement line items and disclosures, such as property, plant, and equipment; regulatory assets and liabilities; operating revenues and expenses; income taxes; and depreciation expense. We identified the impact of rate regulation as a critical audit matter due to the significant judgments made by management to support its assertions about impacted account balances and disclosures and the high degree of subjectivity involved in assessing the potential impact of future regulatory orders on the financial statements. Management judgments include assessing the likelihood of recovery of costs incurred or a refund to customers through the rate-setting process. While the Corporation’s regulated utilities have indicated they expect to recover costs from customers through regulated rates, there is a risk that the respective regulatory authority will not approve full recovery of the costs incurred and a reasonable ROE and/or ROA. Auditing these matters required especially subjective judgment and specialized knowledge of accounting for rate regulation due to its inherent complexities across different jurisdictions. How the Critical Audit Matter was Addressed in the Audit Our audit procedures related to the likelihood of recovery of costs incurred or a refund to customers through the rate-setting process, included the following, among others: • Evaluating the effectiveness of controls over the monitoring and evaluation of regulatory developments that may affect the likelihood of recovering costs in future rates or of a future reduction in rates. • Assessing relevant regulatory orders, regulatory statutes and interpretations as well as procedural memorandums, utility and intervener filings, and other publicly available information to evaluate the likelihood of recovery in future rates or of a future reduction in rates and the ability to earn a reasonable ROA or ROE. • For regulatory matters in progress, inspecting the regulated utilities’ filings for any evidence that might contradict management’s assertions. We obtained an analysis from management and letters from internal and external legal counsel, as appropriate, regarding cost recoveries or a future reduction in rates. • Evaluating the Corporation’s disclosures related to the impacts of rate regulation, including the balances recorded and regulatory developments. Deloitte LLP Chartered Professional Accountants St. John’s, Canada February 11, 2021 We have served as the Corporation’s auditor since 2017. 6 1 FinancialsFORTIS INC. 2020 ANNUAL REPORTREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Fortis Inc. Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Fortis Inc. and subsidiaries (the “Corporation”) as of December  31, 2020, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control – Integrated Framework (2013) issued by COSO. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December  31, 2020, of the Corporation and our report dated February 11, 2021, expressed an unqualified opinion on those financial statements. Basis for Opinion The Corporation’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Corporation’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Corporation in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Deloitte LLP Chartered Professional Accountants St. John’s, Canada February 11, 2021 6 2 FinancialsFORTIS INC. 2020 ANNUAL REPORTCONSOLIDATED BALANCE SHEETS FORTIS INC. As at December 31 (in millions of Canadian dollars) ASSETS Current assets Cash and cash equivalents Accounts receivable and other current assets (Note 6) Prepaid expenses Inventories (Note 7) Regulatory assets (Note 8) Total current assets Other assets (Note 9) Regulatory assets (Note 8) Property, plant and equipment, net (Note 10) Intangible assets, net (Note 11) Goodwill (Note 12) Total assets LIABILITIES AND EQUITY Current liabilities Short-term borrowings (Note 14) Accounts payable and other current liabilities (Note 13) Regulatory liabilities (Note 8) Current installments of long-term debt (Note 14) Total current liabilities Other liabilities (Note 16) Regulatory liabilities (Note 8) Deferred income taxes (Note 24) Long-term debt (Note 14) Finance leases (Note 15) Total liabilities Commitments and contingencies (Note 28) Equity Common shares (Note 17) (1) Preference shares (Note 19) Additional paid-in capital Accumulated other comprehensive income (Note 20) Retained earnings Shareholders’ equity Non-controlling interests Total equity Total liabilities and equity $ 2020 249 1,369 102 422 470 2,612 670 3,118 35,998 1,291 11,792 $ 2019 370 1,297 88 394 425 2,574 620 2,958 33,988 1,260 12,004 $ 55,481 $ 53,404 $ 132 2,321 441 1,254 4,148 1,599 2,662 3,344 23,113 331 35,197 13,819 1,623 11 34 3,210 18,697 1,587 20,284 $ 512 2,402 572 690 4,176 1,446 2,786 2,969 21,501 413 33,291 13,645 1,623 11 336 2,916 18,531 1,582 20,113 $ 55,481 $ 53,404 (1) No par value. Unlimited authorized shares. 466.8 million and 463.3 million issued and outstanding as at December 31, 2020 and 2019, respectively Approved on Behalf of the Board See accompanying Notes to Consolidated Financial Statements Douglas J. Haughey, Director Tracey C. Ball, Director 6 3 FinancialsFORTIS INC. 2020 ANNUAL REPORT CONSOLIDATED STATEMENTS OF EARNINGS FORTIS INC. For the years ended December 31 (in millions of Canadian dollars, except per share amounts) Revenue (Note 5) Expenses Energy supply costs Operating expenses Depreciation and amortization Total expenses Gain on disposition (Note 22) Operating income Other income, net (Note 23) Finance charges Earnings before income tax expense Income tax expense (Note 24) Net earnings Net earnings attributable to: Non-controlling interests Preference equity shareholders Common equity shareholders Earnings per common share (Note 18) Basic Diluted 2020 $ 8,935 2,562 2,437 1,428 6,427 – 2,508 154 1,042 1,620 231 $ 1,389 $ 115 65 1,209 $ 1,389 $ $ 2.60 2.60 See accompanying Notes to Consolidated Financial Statements CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FORTIS INC. For the years ended December 31 (in millions of Canadian dollars) Net earnings Other comprehensive loss Unrealized foreign currency translation losses, net of hedging activities and income tax expense of $3 million and $13 million, respectively Other, net of income tax recovery of $9 million and $5 million, respectively Comprehensive income Comprehensive income attributable to: Non-controlling interests Preference equity shareholders Common equity shareholders See accompanying Notes to Consolidated Financial Statements 2020 $ 1,389 (311) (27) (338) $ 1,051 $ 79 65 907 $ 1,051 2019 8,783 2,520 2,452 1,350 6,322 577 3,038 138 1,035 2,141 289 1,852 130 67 1,655 1,852 3.79 3.78 2019 1,852 (660) (7) (667) 1,185 55 67 1,063 1,185 $ $ $ $ $ $ $ $ $ $ 6 4 FinancialsFORTIS INC. 2020 ANNUAL REPORT CONSOLIDATED STATEMENTS OF CASH FLOWS FORTIS INC. For the years ended December 31 (in millions of Canadian dollars) 2020 2019 Operating activities Net earnings Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation – property, plant and equipment Amortization – intangible assets Amortization – other Deferred income tax expense (Note 24) Equity component, allowance for funds used during construction (Note 23) Gain on disposition (Note 22) Other Change in long-term regulatory assets and liabilities Change in working capital (Note 26) Cash from operating activities Investing activities Capital expenditures – property, plant and equipment Capital expenditures – intangible assets Contributions in aid of construction Proceeds on disposition (Note 22) Other Cash used in investing activities Financing activities Proceeds from long-term debt, net of issuance costs (Note 14) Repayments of long-term debt, net of extinguishment costs, and finance leases Borrowings under committed credit facilities Repayments under committed credit facilities Net change in short-term borrowings Issue of common shares, net of costs, and dividends reinvested (Note 17) Dividends Common shares, net of dividends reinvested Preference shares Subsidiary dividends paid to non-controlling interests Other Cash from financing activities Effect of exchange rate changes on cash and cash equivalents Change in cash and cash equivalents Cash and change in cash associated with assets held for sale Cash and cash equivalents, beginning of year Cash and cash equivalents, end of year Supplementary Cash Flow Information (Note 26) See accompanying Notes to Consolidated Financial Statements $ 1,389 $ 1,852 1,282 131 15 226 (78) – 165 5 (434) 2,701 (3,857) (182) 68 – (161) (4,132) 3,470 (1,251) 5,648 (5,299) (413) 58 (786) (65) (65) 30 1,327 (17) (121) – 370 $ 249 $ 1,199 125 26 247 (74) (583) 145 (106) (168) 2,663 (3,499) (221) 102 995 (145) (2,768) 937 (1,676) 5,892 (6,290) 472 1,442 (494) (67) (73) 11 154 (26) 23 15 332 370 6 5 FinancialsFORTIS INC. 2020 ANNUAL REPORT CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FORTIS INC. For the years ended December 31, 2020 and 2019 (in millions of Canadian dollars, except share numbers) Shares (# millions) Shares (Note 17) Non- Income (Loss) Retained Controlling Interests (Note 20) Earnings Total Equity Accumulated Other Common Common Preference Additional Comprehensive As at December 31, 2019 Net earnings Other comprehensive loss Common shares issued Advances to non-controlling interests Subsidiary dividends paid to non-controlling interests Dividends declared on common shares ($1.965 per share) Dividends on preference shares Other As at December 31, 2020 As at December 31, 2018 Net earnings Other comprehensive loss Common shares issued Advances to non-controlling interests Subsidiary dividends paid to non-controlling interests Dividends declared on common shares ($1.855 per share) Dividends on preference shares Disposition (Note 22) Other 463.3 $ 13,645 – – 174 – – – 3.5 – – – – – – – – – Shares (Note 19) $ 1,623 – – – – – – – – 466.8 $ 13,819 $ 1,623 428.5 $ 11,889 – – 1,756 – – – 34.8 – $ 1,623 – – – – – – – – – – – – – – – – – – – Paid-In Capital $ $ $ 11 – – (3) – – – – 3 11 11 – – (5) – – – – – 5 $ 336 $ 2,916 1,274 – – – – (302) – – $ 1,582 $ 20,113 1,389 (338) 171 (13) 115 (36) – (13) – – – – – (65) (65) (915) (65) – – – 4 (915) (65) 7 $ $ 34 $ 3,210 $ 1,587 $ 20,284 928 $ 2,082 1,722 – – – – (592) – – $ 1,923 $ 18,456 1,852 (667) 1,751 (8) 130 (75) – (8) – – – – – – (73) (73) (821) (67) – – – – (318) 3 (821) (67) (318) 8 As at December 31, 2019 463.3 $ 13,645 $ 1,623 $ 11 $ 336 $ 2,916 $ 1,582 $ 20,113 See accompanying Notes to Consolidated Financial Statements 6 6 FinancialsFORTIS INC. 2020 ANNUAL REPORT Notes to Consolidated Financial Statements For the years ended December 31, 2020 and 2019 1. DESCRIPTION OF BUSINESS Fortis Inc. (“Fortis” or the “Corporation”) is a well-diversified North American regulated electric and gas utility holding company. Entities within the reporting segments that follow operate with substantial autonomy. Regulated Utilities ITC ITC Investment Holdings Inc., ITC Holdings Corp. and the electric transmission operations of its regulated operating subsidiaries, which include International Transmission Company (“ITCTransmission”), Michigan Electric Transmission Company, LLC (“METC”), ITC Midwest LLC (“ITC Midwest”), and ITC Great Plains, LLC. Fortis owns 80.1% of ITC and an affiliate of GIC Private Limited owns a 19.9% minority interest. ITC owns and operates high-voltage transmission lines in Michigan’s lower peninsula and portions of Iowa, Minnesota, Illinois, Missouri, Kansas and Oklahoma. UNS Energy UNS Energy Corporation, which primarily includes Tucson Electric Power Company (“TEP”), UNS Electric, Inc. (“UNS Electric”) and UNS Gas, Inc. (“UNS Gas”). UNS Energy’s largest operating subsidiary, TEP, and UNS Electric are vertically integrated regulated electric utilities. They generate, transmit and distribute electricity to retail customers in southeastern Arizona, including the greater Tucson metropolitan area in Pima County and parts of Cochise County, as well as in Santa Cruz and Mohave counties. TEP also sells wholesale electricity to other entities in the western United States. Together they own generating capacity of 3,233 megawatts (“MW”), including 54 MW of solar capacity. Several generating assets in which they have an interest are jointly owned. UNS Gas is a regulated gas distribution utility serving retail customers in Arizona’s Mohave, Yavapai, Coconino, Navajo and Santa Cruz counties. Central Hudson CH Energy Group, Inc., which includes primarily Central Hudson Gas & Electric Corporation. Central Hudson is a regulated electric and gas transmission and distribution utility that serves portions of New York State’s Mid-Hudson River Valley and owns gas-fired and hydroelectric generating capacity totalling 65 MW. FortisBC Energy FortisBC Energy Inc., which is the largest regulated distributor of natural gas in British Columbia, provides transmission and distribution services in over 135 communities. FortisBC Energy obtains natural gas supplies primarily from northeastern British Columbia and Alberta on behalf of most customers. FortisAlberta FortisAlberta Inc. is a regulated electricity distribution utility operating in a substantial portion of southern and central Alberta. It is not involved in the direct sale of electricity. FortisBC Electric FortisBC Inc. is an integrated regulated electric utility operating in the southern interior of British Columbia. It owns four hydroelectric generating facilities with a combined capacity of 225 MW. It also provides operating, maintenance and management services relating to five hydroelectric generating facilities in British Columbia that are owned by third parties. Other Electric Eastern Canadian and Caribbean utilities, as follows: Newfoundland Power Inc. (“Newfoundland Power”); Maritime Electric Company, Limited (“Maritime Electric”); FortisOntario Inc. (“FortisOntario”); a 39% equity investment in Wataynikaneyap Power Limited Partnership (“Wataynikaneyap 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 (“Belize Electricity”). 6 7 FORTIS INC. 2020 ANNUAL REPORT1. DESCRIPTION OF BUSINESS (cont’d) Regulated Utilities (cont’d) Other Electric (cont’d) Newfoundland Power is an integrated regulated electric utility and the principal distributor of electricity on the island portion of Newfoundland and Labrador with a generating capacity of 143 MW, of which 97 MW is hydroelectric. Maritime Electric is an integrated regulated electric utility and the principal distributor of electricity on Prince Edward Island (“PEI”) with on-Island generating capacity of 130 MW. FortisOntario consists of three regulated electric utilities that provide service to customers in Fort Erie, Cornwall, Gananoque, Port Colborne and the District of Algoma in Ontario with a generating capacity of 5 MW. Wataynikaneyap Partnership is a partnership between 24 First Nations communities, Fortis and Algonquin Power & Utilities Corp. with a mandate to connect remote First Nations communities to the electricity grid in Ontario through the development of new transmission lines. Caribbean Utilities is an integrated regulated electric utility and the sole electricity provider on Grand Cayman with a diesel-powered generating capacity of 161 MW. FortisTCI consists of two integrated regulated electric utilities that provide electricity to certain Turks and Caicos Islands and has a diesel-powered generating capacity of 91 MW. Belize Electricity is an integrated electric utility and the principal distributor of electricity in Belize. Non-Regulated Energy Infrastructure Long-term contracted generation assets in Belize and the Aitken Creek natural gas storage facility (“Aitken Creek”) in British Columbia. Generation assets in Belize consist of three hydroelectric generating facilities with a combined generating capacity of 51 MW, held through the Corporation’s indirectly wholly owned subsidiary Belize Electric Company Limited (“BECOL”). The output is sold to Belize Electricity under 50-year power purchase agreements (“PPAs”). Fortis indirectly owns 93.8% of Aitken Creek, with the remainder owned by BP Canada Energy Company. Aitken Creek is the only underground natural gas storage facility in British Columbia and has a working gas capacity of 77  billion cubic feet. The long-term contracted generation assets in British Columbia, the Waneta Expansion hydroelectric generating facility (“Waneta Expansion”), were sold on April 16, 2019. 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. 2. REGULATION General The earnings of the Corporation’s regulated utilities are determined under cost of service (“COS”) regulation, with some using performance-based rate setting (“PBR”) mechanisms. Under COS regulation, the regulator sets customer rates to permit a reasonable opportunity for the timely recovery of the estimated costs of providing service, including a fair rate of return on a regulatory deemed or targeted capital structure applied to an approved regulatory asset value (“rate base”). PBR mechanisms generally apply a formula that incorporates inflation and assumed productivity improvements for a set term. The ability to recover prudently incurred costs of providing service and earn the regulator-approved rate of return on common shareholders’ equity (“ROE”) and/or rate of return on rate base assets (“ROA”) may depend on achieving the forecasts established in the rate-setting process. There can be varying degrees of regulatory lag between when costs are incurred and when they are reflected in customer rates. The Corporation’s regulated utilities, where applicable, are permitted by their respective regulators to flow through to customers, without markup, the cost of natural gas, fuel and/or purchased power through base customer rates and/or the use of rate stabilization and other mechanisms (Note 8). 6 8 For the years ended December 31, 2020 and 2019Notes to Consolidated Financial StatementsFORTIS INC. 2020 ANNUAL REPORTNature of Regulation Regulated Utility Regulatory Authority ITC (2) (3) Federal Energy Regulatory Commission (“FERC”) TEP Arizona Corporation Commission (“ACC”) (5) UNS Electric UNS Gas Central Hudson (7) FortisBC Energy FERC (6) ACC ACC New York State Public Service Commission (“PSC”) British Columbia Utilities Commission (“BCUC”) FortisBC Electric BCUC FortisAlberta Alberta Utilities Commission (“AUC”) Newfoundland Power Newfoundland and Labrador Board of Commissioners of Public Utilities Allowed Common Equity (%) 60.0 Allowed ROE (1) (%) 2020 10.77 2019 Significant Features 10.63 Cost-based formula rates, with annual true-up mechanism (4) Incentive adders 50.0 54.0 52.8 50.8 50.0 38.5 40.0 37.0 45.0 9.75 9.75 COS regulation Historical test year 10.40 10.40 Formula transmission rates 9.50 9.75 8.80 8.75 9.15 8.50 8.50 9.50 9.75 8.80 COS regulation Future test year 8.75 COS regulation with formula components and incentives (8) 9.15 Future test year 8.50 PBR (9) 8.50 COS regulation Future test year 9.35 COS regulation Future test year Maritime Electric Island Regulatory and Appeals Commission 40.0 9.35 FortisOntario (10) Ontario Energy Board Caribbean Utilities (11) Utility Regulation and Competition Office 40.0 N/A 8.52–9.30 8.78–9.30 COS regulation with incentive mechanisms 6.75–8.75 7.50–9.50 COS regulation Rate-cap adjustment mechanism based on published consumer price indices FortisTCI (12) Government of the Turks and Caicos Islands N/A 15.00–17.50 15.00–17.50 COS regulation Historical test year (1) ROA for Caribbean Utilities and FortisTCI (2) Includes the allowed common equity and base ROE plus incentive adders for ITCTransmission, METC, and ITC Midwest (3) Including incentive adders, the May 2020 FERC decision implies an all-in ROE for ITC’s subsidiaries operating in the Midcontinent Independent System Operator (“MISO”) region of 10.77%, up from 10.63% as set in the November 2019 decision. See “Significant Regulatory Developments” below (4) Annual true-up reflected in rates within a two-year period (5) Effective January 1, 2021, 53% allowed common equity and 9.15% ROE with 0.20% return on the fair value increment. See “COVID-19 Pandemic Impacts – Delayed and Postponed Regulatory Proceedings” below (6) Approved effective August 1, 2019, subject to refund following hearing and settlement procedures. As at December 31, 2020, $19 million (2019 – $5 million) has been reserved as a regulatory liability (7) Pursuant to a three-year settlement agreement arising from a 2017 general rate application, Central Hudson’s rates reflect a capital structure of 48%, 49% and 50% common equity as of July 1, 2018, 2019 and 2020, respectively. See “COVID-19 Pandemic Impacts – Delayed and Postponed Regulatory Proceedings” below (8) Formula and incentives have been set through 2024. See “Significant Regulatory Developments” below (9) FortisAlberta is subject to PBR including mechanisms for flow-through costs and capital expenditures not otherwise recovered through customer rates. FortisAlberta’s current PBR term expires as of December 31, 2022 (10) Two of FortisOntario’s utilities follow COS regulation with incentive mechanisms, while the remaining utility is subject to a 35-year franchise agreement expiring in 2033 (11) Operates under licences from the Government of the Cayman Islands. Its exclusive transmission and distribution licence is for an initial 20-year period, expiring in April 2028, with a provision for automatic renewal. Its non-exclusive generation licence is for a 25-year term, expiring in November 2039 (12) Operates under 50-year licences from the Government of the Turks and Caicos Islands, which expire in 2036 and 2037 6 9 Notes to Consolidated Financial StatementsFORTIS INC. 2020 ANNUAL REPORT2. REGULATION (cont’d) COVID-19 Pandemic Impacts The novel coronavirus (“COVID-19”) pandemic resulted in several customer relief initiatives as well as the delay and postponement of several regulatory proceedings in 2020, as described below. The Corporation’s significant regulatory proceedings, including TEP’s general rate application as well as FortisAlberta’s 2021 generic cost of capital (“GCOC”) and Alberta Electric System Operator (“AESO”) customer contribution proceedings, were concluded by the end of 2020. Customer Relief Initiatives UNS Energy Pursuant to the ACC’s approval of the utility’s customer relief initiatives, TEP refunded to customers approximately $11 million of collected demand side management funds in excess of program costs. In December 2020, the ACC enacted a bill credit and payment program for residential electric customers who are behind on their electric bills as a result of the COVID-19 pandemic, including automatic enrollment into an eight-month payment plan for qualified customers. TEP voluntarily created payment arrangements for commercial customers. Central Hudson In March 2020, as agreed with the PSC, Central Hudson postponed the collection in customer rates of approximately $4 million of deferred costs related mainly to environmental remediation until July 1, 2021. FortisBC Energy and FortisBC Electric In April 2020, pursuant to the BCUC’s approval of the utilities’ customer relief initiatives, FortisBC Energy and FortisBC Electric implemented three- month bill deferrals for certain customer classes, the repayment of which commenced in the third quarter of 2020. The BCUC also authorized the deferral of otherwise uncollectible revenue from customers, the recovery of which will be determined through a future rate filing once the financial impact of the pandemic is known. Delayed and Postponed Regulatory Proceedings UNS Energy General Rate Application: TEP filed a rate application in April 2019 based on a 2018 test year. In December 2020 the ACC issued a rate order including new customer rates effective January 1, 2021 (“2020 Rate Order”). Provisions of the 2020 Rate Order include: (i) an increase in non-fuel revenue of $77  million (US$58  million); (ii) an allowed ROE of 9.15%, with a 0.20% return on the fair value increment and a capital structure of 53% common equity; and (iii) a rate base of approximately $3.5 billion (US$2.7 billion) which includes post-test year investments in Gila River natural gas generation station Unit 2 and 10 natural gas reciprocating internal combustion engine units. Central Hudson 2020 Rates: In June 2020, the PSC approved Central Hudson’s request to postpone scheduled electric and gas delivery rate increases, reflecting an increase in the equity component of its capital structure from 49% to 50%, from July 1, 2020 to October 1, 2020. The deferred revenue associated with the delay is being collected over the nine-month period to June 30, 2021. COVID-19 Proceeding: In June 2020, the PSC initiated a generic proceeding to identify and address the effects of the COVID-19 pandemic. The outcome of this proceeding and potential impacts, if any, are unknown at this time. FortisAlberta Generic Cost of Capital Proceeding: In December 2018, the AUC initiated a GCOC proceeding to consider a formula-based approach to setting the allowed ROE beginning in 2021 and whether any process changes were necessary for determining capital structure in years in which a ROE formula is in place. In October 2020, given the time that had passed since initiation of the proceeding and ongoing economic uncertainty, the AUC concluded the proceeding and set the ROE for 2021 at 8.5% using a capital structure of 37% common equity, consistent with 2020. In December 2020, the AUC initiated a new GCOC proceeding to establish the cost of capital parameters for 2022 and possibly one or more future  years. This proceeding is expected to be ongoing throughout 2021. Other Electric Caribbean Utilities: In August 2020, the Utility Regulation and Competition Office approved the postponement of Caribbean Utilities’ scheduled June 1, 2020 annual rate adjustment to January 1, 2021 to provide customer relief from the economic effects of the COVID-19 pandemic. The deferred revenue associated with the delay is being collected over a two-year period beginning January 2021. FortisTCI: In February 2020, the Government of the Turks and Caicos Islands approved a 6.8% average increase in FortisTCI’s electricity rates, effective April 1, 2020, including the recovery of hurricane-related costs incurred in 2017. In March 2020, to provide customer relief from the economic effects of the COVID-19 pandemic, the effective date was postponed and new rates became effective July 22, 2020. FortisTCI sought regulatory approval to defer its incremental operating expenses associated with the COVID-19 pandemic. Approval was granted in December 2020 to allow the deferral of approximately $1.5 million in costs, to be amortized over the remaining 15-year life of FortisTCI’s licence. 7 0 For the years ended December 31, 2020 and 2019Notes to Consolidated Financial StatementsFORTIS INC. 2020 ANNUAL REPORTSignificant Regulatory Developments ITC ROE Complaints: In May 2020, FERC issued an order on the rehearing of its November 2019 decision on the MISO transmission owner ROE complaints and set the base ROE for the periods from November 2013 through February 2015 and from September 2016 onward at 10.02%, up to a maximum of 12.62% with incentive adders. This represents an increase from the base ROE of 9.88%, up to a maximum of 12.24% with incentive adders, determined in FERC’s November 2019 decision. Including incentive adders, the May 2020 FERC decision implies an all-in ROE for ITC’s subsidiaries operating in the MISO region of 10.77%, up from 10.63% as set in the November 2019 decision. Net regulatory liabilities of $6 million and $91 million were recorded at December 31, 2020 and 2019, respectively, reflecting: (i) the terms of the May 2020 and November 2019 decisions; and (ii) $42 million refunded to customers in 2020. The May 2020 FERC decision resulted in an increase in Fortis’ net earnings of $29 million in 2020, including $27 million related to the reversal of liabilities established in prior periods (2019 – November 2019 FERC decision increased Fortis’ net earnings by $63 million, including $83 million related to the reversal of liabilities established in prior periods). Review of Transmission Incentives Policy: In March 2020, FERC issued a notice of proposed rulemaking (“NOPR”) that included a proposal to update its transmission incentives policy for transmission owners, including ITC, to grant incentives to projects based upon benefits to customers regarding reliability and cost savings through the reduction of transmission congestion. FERC proposed total ROE incentives of up to 250 basis points that would not be limited by the upper end of the base ROE zone of reasonableness. The NOPR also proposed, among other things, to eliminate the ROE adder for independent transmission ownership, and to increase the ROE adder for regional transmission owner participation. Comments from stakeholders, including ITC, were provided to FERC through July 2020. The outcome of these proceedings may impact future incentive adders that are included in transmission rates charged by transmission owners, including ITC. Central Hudson General Rate Application: In August 2020, Central Hudson filed a rate application with the PSC requesting an increase in electric and natural gas delivery revenue of $44 million and $19 million, respectively, effective July 1, 2021. An order from the PSC is expected in 2021. FortisBC Energy and FortisBC Electric Multi-Year Rate Plan Applications: In June 2020, the BCUC issued a decision on FortisBC Energy’s and FortisBC Electric’s multi-year rate plan applications for 2020 to 2024. The decision sets the rate-setting framework for the five-year period, including: (i) the level of operation and maintenance expense and growth capital to be included in customer rates, indexed for inflation less a fixed productivity adjustment factor; (ii) a forecast approach to sustainment capital; (iii) an innovation fund recognizing the need to accelerate investment in clean energy innovation; and (iv) a 50/50 sharing between customers and the utilities of variances from the allowed ROE. In the fourth quarter of 2020, the BCUC approved: (i) the January 1, 2020 delivery rate increase; and (ii) an increase in 2021 delivery rates, effective January 1, 2021, reflecting the terms of this decision. Generic Cost of Capital Proceeding: In January 2021, the BCUC issued a notice that a GCOC proceeding will be initiated in the second quarter of 2021 and will include a review of the common equity component of capital structure and the allowed ROE effective January 1, 2022. FortisAlberta 2018 Independent System Operator Tariff Application: In September 2019, the AUC issued a decision that addressed, among other things, a proposal to change how the AESO customer contribution policy (“ACCP”) is accounted for between distribution facility owners, such as FortisAlberta, and transmission facility owners (“TFOs”). The decision prevented any future investment by FortisAlberta under the policy and directed that 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 November 2020, the AUC issued a decision: (i) reversing the proposed changes to the ACCP resulting in FortisAlberta retaining its unamortized customer contributions; and (ii) directing a change in the depreciation rate for AESO contributions to reflect the parameters of the underlying transmission facilities. FortisAlberta has adjusted the estimated service life and the associated depreciation rate of the unamortized AESO contributions resulting in a decrease in depreciation expense and an associated decrease in revenue in 2020. The AUC initiated a new proceeding in November 2020 to consider whether the ACCP should be modified on a prospective basis. A decision is expected in the second quarter of 2021. 7 1 Notes to Consolidated Financial StatementsFORTIS INC. 2020 ANNUAL REPORT3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation These consolidated financial statements have been prepared and presented in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for rate-regulated entities, and are in Canadian dollars unless otherwise indicated. These consolidated financial statements include the accounts of the Corporation and its subsidiaries, and a controlled variable interest entity up to the date of its disposition on April 16, 2019 (Note  22). They reflect the equity method of accounting for entities in which Fortis has significant influence, but not control, and proportionate consolidation for assets that are jointly owned with non-affiliated entities. Intercompany transactions have been eliminated, except for transactions between non-regulated and regulated entities in accordance with US GAAP for rate-regulated entities. Cash and Cash Equivalents Cash and cash equivalents include cash, cash held in margin accounts, and short-term deposits with initial maturities of three months or less from the date of deposit. Allowance for Credit Losses Fortis and its subsidiaries recognize an allowance for credit losses (2019 – allowance for doubtful accounts) to reduce accounts receivable for amounts estimated to be uncollectible. The allowance for credit losses is estimated based on historical collection patterns, sales, and current and forecast economic and other conditions. Accounts receivable are written off in the period in which they are deemed uncollectible. Inventories Inventories, consisting of materials and supplies, gas, fuel and coal in storage, are measured at the lower of weighted average cost and net realizable value. Regulatory Assets and Liabilities Regulatory assets and liabilities arise as a result of the utility rate-setting process and are subject to regulatory approval. Regulatory assets represent future revenues and/or receivables associated with certain costs incurred that will be, or are expected to be, recovered from customers in future periods through the rate-setting process. Regulatory liabilities represent: (i) future reductions or limitations of increases in revenue associated with amounts that will be, or are expected to be, refunded to customers through the rate-setting process; or (ii) obligations to provide future service that customers have paid for in advance. Certain remaining recovery and settlement periods are those expected by management and the actual periods could differ based on regulatory approval. Investments Investments accounted for using the equity method are reviewed annually for potential impairment in value. Impairments are recognized when identified. Property, Plant and Equipment Property, plant and equipment (“PPE”) are recognized at cost less accumulated depreciation. Contributions in aid of construction by customers and governments are recognized as a reduction in the cost of, and are amortized in a manner consistent with, the related PPE. Depreciation rates of the Corporation’s regulated utilities include a provision for estimated future asset removal costs not identified as a legal obligation. The provision is recognized as a long-term regulatory liability (Note 8) against which actual asset removal costs are netted when incurred. Most of the Corporation’s regulated utilities derecognize PPE on disposal or when no future economic benefits are expected from their use. Upon derecognition, any difference between cost and accumulated depreciation, net of salvage proceeds, is charged to accumulated depreciation. No gain or loss is recognized. Through methodologies established by their respective regulators, the Corporation’s regulated utilities capitalize: (i) overhead costs that are not directly attributable to specific PPE but relate to the overall capital expenditure plan; and (ii) an allowance for funds used during construction (“AFUDC”). The debt component of AFUDC for 2020 totalled $41 million (2019 – $40 million) and is reported as a reduction of finance charges and the equity component is reported as other income (Note  23). Both components are charged to earnings through depreciation expense over the estimated service lives of the applicable PPE. At FortisAlberta the cost of PPE includes required contributions to AESO toward funding the construction of transmission facilities. 7 2 For the years ended December 31, 2020 and 2019Notes to Consolidated Financial StatementsFORTIS INC. 2020 ANNUAL REPORTExcluding UNS Energy and Central Hudson, PPE includes inventory held for the development, construction and betterment of other assets. As required by its regulator, UNS Energy and Central Hudson recognize such items as inventory until used and reclassifies them to PPE once put into service. Repairs and maintenance costs are charged to earnings in the period incurred. Replacements and betterments that extend the useful lives of PPE are capitalized. PPE is depreciated using the straight-line method based on the estimated service lives of the assets. Depreciation rates for regulated PPE are approved by the respective regulators. Depreciation rates for 2020 ranged from 0.9% to 39.8% (2019 – 0.9% to 35.0%). The weighted average composite rate of depreciation, before reduction for amortization of contributions in aid of construction, was 2.5% for 2020 (2019 – 2.6%). The service life ranges and weighted average remaining service life of PPE as at December 31 were as follows. (years) Distribution Electric Gas Transmission Electric Gas Generation Other Intangible Assets 2020 Service Life Ranges Weighted Average Remaining Service Life 2019 Weighted Average Remaining Service Life Service Life Ranges 5–80 18–95 20–90 10–85 1–85 2–70 32 38 43 35 24 14 5–80 15–95 20–90 5–85 1–85 3–70 32 36 43 32 25 14 Intangible assets are recorded at cost less accumulated amortization. Their useful lives are assessed to be either indefinite or finite. Intangible assets with indefinite useful lives are not amortized and are tested for impairment annually, either individually or, where the particular entity also has goodwill, at the reporting unit level in conjunction with goodwill impairment testing. An annual review is completed to determine whether the indefinite life assessment continues to be supportable. If not, the resultant changes are made prospectively. Intangible assets with finite lives are amortized using the straight-line method based on the estimated service lives of the assets. Amortization rates for regulated intangible assets are approved by the respective regulators and ranged from 1.0% to 33.0% for 2020 (2019 – 1.0% to 33.0%). The service life ranges and weighted average remaining service life of finite-life intangible assets as at December 31 were as follows. (years) Computer software Land, transmission and water rights Other 2020 Weighted Average Remaining Service Life 4 56 12 Service Life Ranges 3–15 43–90 10–100 2019 Weighted Average Remaining Service Life 4 58 12 Service Life Ranges 3–10 43–90 10–100 Most of the Corporation’s regulated utilities derecognize intangible assets on disposal or when no future economic benefits are expected from their use. Upon derecognition any difference between the cost and accumulated amortization of the asset, net of salvage proceeds, is charged to accumulated amortization. No gain or loss is recognized. Impairment of Long-Lived Assets The Corporation reviews the valuation of PPE, intangible assets with finite lives, and other long-term assets when events or changes in circumstances indicate that the carrying value may not exceed the total undiscounted cash flows expected to be generated by the asset. If that is determined to be the case, the asset is written down to estimated fair value and an impairment loss is recognized. 7 3 Notes to Consolidated Financial StatementsFORTIS INC. 2020 ANNUAL REPORT 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d) Goodwill Goodwill represents the excess of the purchase price over the fair value of the identifiable net assets related to business acquisitions. Goodwill at each of the Corporation’s 11 reporting units is tested for impairment annually and whenever an event or change in circumstances indicates that fair value may be below carrying value. If so determined, goodwill is written down to estimated fair value and an impairment loss is recognized. The Corporation performs a qualitative assessment on each reporting unit, and if it is determined that it is not likely that fair value is less than carrying value, then a quantitative estimate of fair value is not required. When a quantitative assessment is necessary, the primary method for estimating fair value of the reporting units is the income approach, whereby net cash flow projections are discounted. Underlying estimates and assumptions, with varying degrees of uncertainty, include the amount and timing of expected future cash flows, growth rates, and discount rates. A secondary valuation, the market approach along with a reconciliation of the total estimated fair value of all the reporting units to the Corporation’s market capitalization, is also performed and evaluated. Deferred Financing Costs Issue costs, discounts and premiums are recognized against, and amortized over the life of, the related long-term debt. Employee Future Benefits Fortis and each subsidiary maintain one or a combination of defined benefit pension plans and defined contribution pension plans, as well as other post-employment benefit (“OPEB”) plans, including certain health and dental coverage and life insurance benefits, for qualifying members. The costs of defined contribution pension plans are expensed as incurred. For defined benefit pension and OPEB plans, the projected or accumulated benefit obligation and net benefit costs are actuarially determined using the projected benefits method prorated on service and management’s best estimate of expected plan investment performance, salary escalation, retirement ages of employees and, for OPEB plans, expected health care costs. Discount rates reflect market interest rates on high-quality bonds with cash flows that match the timing and amount of expected pension or OPEB payments. Defined benefit pension and OPEB plan assets are recognized at fair value. For the purpose of determining defined benefit pension cost, FortisBC Energy and Newfoundland Power use the market-related value whereby investment returns in excess of, or below, expected returns are recognized in the asset value over a period of three years. The excess of any cumulative net actuarial gain or loss over 10% of the greater of: (i) the projected or accumulated benefit obligation; and (ii) the fair value or market-related value, as applicable, of plan assets at the beginning of the fiscal year, along with unamortized past service costs, are deferred and amortized over the average remaining service period of active employees. The net funded or unfunded status of defined benefit pension and OPEB plans, measured as the difference between the fair value of the plan assets and the projected or accumulated benefit obligation, is recognized on the Corporation’s consolidated balance sheets. For most of the Corporation’s regulated utilities, any difference between defined benefit pension or OPEB plan costs ordinarily recognized under US GAAP and those recovered from customers in current rates is subject to deferral account treatment and is expected to be recovered from, or refunded to, customers in future rates (Note 8). For most of the Corporation’s regulated utilities, any unamortized balances related to net actuarial gains and losses, past service costs and transitional obligations associated with defined benefit pension or OPEB plans, as applicable, which would otherwise be recognized in accumulated other comprehensive income, are subject to deferral account treatment (Note 8). Leases A right-of-use asset and lease liability is recognized for all leases with a lease term greater than 12 months. 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. Finance leases are depreciated over the lease term, except where: (i) ownership of the asset is transferred at the end of the lease term, in which case depreciation is over the estimated service life of the underlying asset; and (ii) the regulator has approved a different recovery methodology for rate-setting purposes, in which case the timing of the expense recognition will conform to the regulator’s requirements. 7 4 For the years ended December 31, 2020 and 2019Notes to Consolidated Financial StatementsFORTIS INC. 2020 ANNUAL REPORTRevenue Recognition Most revenue is derived from energy sales and the provision of transmission services to customers based on regulator-approved tariff rates. Most contracts have a single performance obligation, being the delivery of energy or the provision of transmission services. No component of the transaction price is allocated to unsatisfied performance obligations. Energy sales are generally measured in kilowatt hours, gigajoules or transmission load delivered. The billing of energy sales is based on customer meter readings, which occur systematically throughout each month. The billing of transmission services at ITC is based on peak monthly load. FortisAlberta is a distribution company and is required by its regulator to arrange and pay for transmission services with the AESO. This includes the collection of transmission revenue from its customers, which occurs through the transmission component of its regulator-approved rates. FortisAlberta reports transmission revenue and expenses on a net basis. Electricity, gas and transmission service revenue includes an estimate for unbilled energy consumed or service provided since the last meter reading that has not been billed at the end of the reporting period. Sales estimates generally reflect an analysis of historical consumption in relation to key inputs, such as current energy prices, population growth, economic activity, weather conditions and system losses. Unbilled revenue accruals are adjusted in the periods actual consumption becomes known. Generation revenue from non-regulated operations is recognized on delivery at contracted fixed or market rates. Variable consideration is estimated at the most likely amount and reassessed at each reporting date until the amount is known. Variable consideration, including amounts subject to a future regulatory decision, is recognized as a refund liability until entitlement is certain. Revenue excludes sales and municipal taxes collected from customers. The Corporation has elected not to assess or account for any significant financing components associated with revenue billed in accordance with equal payment plans as the period between the transfer of energy to customers and the customers’ payment is less than one year. Revenue is disaggregated by geography, regulatory status, and substantially autonomous utility operations (Note  5). This represents the level of disaggregation used by the Corporation’s President and Chief Executive Officer (“CEO”) to allocate resources and evaluate performance. Stock-Based Compensation Compensation expense related to stock options is measured at the grant date using the Black-Scholes fair value option-pricing model and each grant is amortized to compensation expense as a single award evenly over the four-year vesting period, with the offsetting entry to additional paid-in capital. Fortis satisfies stock option exercises by issuing common shares from treasury. Upon exercise, proceeds are credited to capital stock at the option prices and the fair value of the options, as previously recognized, is reclassified from additional paid-in capital to capital stock. Fortis recognizes liabilities associated with its directors’ Deferred Share Unit (“DSU”), Performance Share Unit (“PSU”) and Restricted Share Unit (“RSU”) Plans. DSUs, PSUs and RSUs issued pre-2020 represent cash-settled awards and RSUs issued in 2020 represent cash or share-settled awards, depending on settlement elections and share ownership requirements of the executive. The fair value of these liabilities is based on the five-day volume weighted average price (“VWAP”) of the Corporation’s common shares at the end of each reporting period. The VWAP as at December 31, 2020 was $52.36 (2019 – $53.97). The fair value of the PSU liability is also based on the expected payout probability, based on historical performance in accordance with the defined metrics of each grant and management’s best estimate. Compensation expense is recognized on a straight-line basis over the vesting period, which for the PSU and RSU Plans is over the lesser of three years or the period to retirement eligibility and for the DSU Plan is at the time of grant. Forfeitures are accounted for as they occur. Foreign Currency Translation Assets and liabilities of the Corporation’s foreign operations, all of which have a US dollar functional currency, are translated at the exchange rate in effect at the balance sheet date and the resultant unrealized translation gains and losses are recognized in accumulated other comprehensive income. The exchange rate as at December 31, 2020 was US$1.00=CA$1.27 (2019 – US$1.00=CA$1.30). Revenue and expenses of the Corporation’s foreign operations are translated at the average exchange rate for the reporting period, which was US$1.00=CA$1.34 for 2020 (2019 – US$1.00=CA$1.33). Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate prevailing at the balance sheet date. Revenue and expenses denominated in foreign currencies are translated at the exchange rate prevailing at the transaction date. Translation gains and losses are recognized in earnings. Translation gains and losses on foreign currency-denominated debt that is designated as an effective hedge of foreign net investments are recognized in other comprehensive income. 7 5 Notes to Consolidated Financial StatementsFORTIS INC. 2020 ANNUAL REPORT3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d) Derivatives and Hedging Derivatives Not Designated as Hedges Derivatives not designated as hedges are used by: (i) Fortis, to manage cash flow risk associated with forecast US dollar cash inflows and forecast future cash settlements of DSU, PSU and RSU obligations; (ii) UNS Energy, to meet forecast load and reserve requirements; and (iii) Aitken Creek, to manage commodity price risk, capture natural gas price spreads, and manage the financial risk of physical transactions. These derivatives are measured at fair value with changes thereto recognized in earnings. Derivatives not designated as hedges are also used by UNS Energy, Central Hudson and FortisBC Energy to reduce energy price risk associated with purchased power and gas requirements. The settled amounts of these derivatives are generally included in regulated rates, as permitted by the respective regulators. These derivatives are measured at fair value with changes recognized as regulatory assets or liabilities for recovery from, or refund to, customers in future rates (Note 8). Derivatives that meet the normal purchase or normal sale scope exception are not measured at fair value and settled amounts are recognized in earnings as energy supply costs. Derivatives Designated as Hedges Fortis, ITC and UNS Energy use cash flow hedges, from time to time, to manage interest rate risk. Unrealized gains and losses are initially recognized in accumulated other comprehensive income and reclassified to earnings when the underlying hedged transaction affects earnings. Any hedge ineffectiveness is immediately recognized in earnings. The Corporation’s earnings from, and net investments in, foreign subsidiaries and certain equity-accounted investments are exposed to fluctuations in the US dollar-to-Canadian dollar exchange rate. The Corporation has hedged a portion of this exposure through US dollar-denominated debt at the corporate level. Exchange rate fluctuations associated with the translation of this debt and the foreign net investments are recognized in accumulated other comprehensive income. Presentation of Derivatives The fair values of derivatives are recognized as current or long-term assets and liabilities depending on the timing of settlements and resulting cash flows. Derivatives under master netting agreements and collateral positions are presented on a gross basis. Cash flows associated with the settlement of all derivatives are presented in operating activities in the consolidated statements of cash flows. Income Taxes The Corporation and its taxable subsidiaries follow the asset and liability method of accounting for income taxes. Current income tax expense or recovery is recognized for the estimated income taxes payable or receivable in the current year. Deferred income tax assets and liabilities are recognized for temporary differences between the tax and accounting basis of assets and liabilities, as well as for the benefit of losses available to be carried forward to future years for tax purposes that are “more likely than not” to be realized. They are measured using enacted income tax rates and laws in effect when the temporary differences are expected to be recovered or settled. The effect of a change in income tax rates on deferred income tax assets and liabilities is recognized in earnings in the period when the change occurs. Valuation allowances are recognized when it is “more likely than not” that all of, or a portion of, a deferred income tax asset will not be realized. Customer rates at ITC, UNS Energy, Central Hudson and Maritime Electric reflect current and deferred income tax. Customer rates at FortisAlberta reflect current income tax. Customer rates at FortisBC Energy, FortisBC Electric, Newfoundland Power and FortisOntario reflect current income tax and, for certain regulatory balances, deferred income tax. Caribbean Utilities, FortisTCI and BECOL are not subject to income tax. Differences between the income tax expense or recovery recognized under US GAAP and reflected in current customer rates, which is expected to be recovered from, or refunded to, customers in future rates, are recognized as regulatory assets or liabilities (Note 8). At FortisAlberta the capital cost allowance pool for certain PPE for rate-setting purposes is different from that prescribed for Canadian tax filing purposes. In a future reporting period yet to be determined, the difference may result in reported income tax expense exceeding that reflected in customer rates. Fortis does not recognize deferred income taxes on temporary differences related to investments in foreign subsidiaries where it intends to indefinitely reinvest earnings. The difference between the carrying values of these foreign investments and their tax bases, resulting from unrepatriated earnings and currency translation adjustments, is approximately $3.4  billion as at December  31, 2020 (2019 – $2.8  billion). If such earnings are repatriated, the Corporation may be subject to income taxes and foreign withholding taxes. The determination of the amount of unrecognized deferred income tax liabilities on such amounts is impractical. 7 6 For the years ended December 31, 2020 and 2019Notes to Consolidated Financial StatementsFORTIS INC. 2020 ANNUAL REPORTTax benefits associated with actual or expected income tax positions are recognized when the “more likely than not” recognition threshold is met. The tax benefits are measured at the largest amount of benefit that is greater than 50% likely to be realized upon settlement. Income tax interest and penalties are recognized as income tax expense when incurred. Asset Retirement Obligations The Corporation’s subsidiaries have asset retirement obligations (“AROs”) associated with certain generation, transmission, distribution and interconnection assets, including land and environmental remediation and/or asset removal. These assets and related licences, permits, rights-of-way and agreements are reasonably expected to effectively exist and operate in perpetuity due to their nature. Consequently, where the final date and cost of remediation and/or removal of the noted assets cannot be reasonably determined, AROs have not been recognized. Otherwise, AROs are recognized at fair value in the period incurred as an increase in PPE and long-term other liabilities (Note  16) if a reasonable estimate of fair value can be determined. Fair value is estimated as the present value of expected future cash outlays, discounted at a credit-adjusted risk-free interest rate. The increase in the liability due to the passage of time is recognized through accretion and the capitalized cost is depreciated over the useful life of the asset. Accretion and depreciation expense are deferred as a regulatory asset or liability based on regulatory recovery of these costs. Actual settlement costs are recognized as a reduction in the accrued liability. Contingencies Fortis and its subsidiaries are subject to various legal proceedings and claims that arise in the normal course of business. Management makes judgments regarding the future outcome of contingent events and recognizes a loss based on its best estimate when it is determined that such loss, or range of loss, is probable and can be reasonably estimated. Legal fees are expensed as incurred. When a loss is recoverable in future rates, a regulatory asset is also recognized. Management regularly reviews current information to determine whether recognized provisions should be adjusted and new provisions are required. However, estimating probable losses requires considerable judgment about potential actions by third parties and matters are often resolved over long periods of time. Actual outcomes may differ materially from the amounts recognized. New Accounting Policies Financial Instruments Effective January 1, 2020, the Corporation adopted Accounting Standards Update (“ASU”) No. 2016-13, Measurement of Credit Losses on Financial Instruments, which requires the use of reasonable and supportable forecasts in the estimation of credit losses and the recognition of expected losses upon initial recognition of a financial instrument, in addition to using past events and current conditions. The new guidance also requires quantitative and qualitative disclosures regarding the activity in the allowance for credit losses for financial assets within the scope of the guidance. Adoption did not have a material impact on the consolidated financial statements and related disclosures. Use of Accounting Estimates The preparation of these consolidated financial statements in accordance with US GAAP requires management to make estimates and judgments, including those arising from matters dependent upon the finalization of regulatory proceedings, that affect the reported amounts of assets, liabilities, revenues, expenses, gains and losses. Management evaluates these estimates on an ongoing basis based upon historical experience, current conditions, and assumptions believed to be reasonable at the time they are made, with any adjustments being recognized in the period they become known. Actual results may differ significantly from these estimates. Future Accounting Pronouncements The Corporation considers the applicability and impact of all ASUs issued by the Financial Accounting Standards Board. Any ASUs not included in these consolidated financial statements were assessed and determined to be either not applicable to the Corporation or are not expected to have a material impact on the consolidated financial statements. 7 7 Notes to Consolidated Financial StatementsFORTIS INC. 2020 ANNUAL REPORT4. SEGMENTED INFORMATION General Fortis segments its business based on regulatory jurisdiction and service territory, as well as the information used by its CEO in deciding how to allocate resources. Segment performance is evaluated principally 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 in 2020 or 2019. Inter-company balances, transactions and profit between non-regulated and regulated entities, which are not eliminated on consolidation, are summarized below. (in millions) Lease of gas storage capacity and gas sales from Aitken Creek to FortisBC Energy Sale of capacity from the Waneta Expansion to FortisBC Electric (1) (1) Reflects amounts to the April 16, 2019 disposition of the Waneta Expansion (Note 22) $ 2020 25 – $ 2019 23 17 As at December 31, 2020, accounts receivable included approximately $28 million due from Belize Electricity (2019 – $8 million). Fortis periodically provides short-term financing to its subsidiaries to support capital expenditures, acquisitions and seasonal working capital requirements. As at December 31, 2020, there were no material inter-segment loans outstanding (2019 – $279 million). The interest charged on inter-segment loans in 2020 and 2019 was not material. 7 8 For the years ended December 31, 2020 and 2019Notes to Consolidated Financial StatementsFORTIS INC. 2020 ANNUAL REPORT REGULATED NON-REGULATED UNS Central FortisBC Fortis FortisBC ITC Energy Hudson Energy Alberta Electric Other Electric Energy Corporate and Inter- segment Other eliminations Infra- Sub total structure Total $ 1,744 $ 2,260 $ 953 $ 1,385 $ 596 $ 424 $ 1,485 $ 8,847 2,559 2,368 847 627 893 194 468 341 – 438 119 117 232 503 – 148 $ $ 88 3 30 Year ended December 31, 2020 (in millions) Revenue Energy supply costs Operating expenses Depreciation and amortization Operating income Other income, net Finance charges Income tax expense Net earnings Non-controlling interests Preference share dividends Net earnings attributable to common equity shareholders Goodwill Total assets Capital expenditures Year ended December 31, 2019 (in millions) Revenue Energy supply costs Operating expenses Depreciation and amortization Gain on disposition Operating income Other income, net Finance charges Income tax expense Net earnings Non-controlling interests Preference share dividends Net earnings attributable to common equity shareholders Goodwill Total assets Capital expenditures – – 39 4 (43) 13 150 (97) (83) – 65 295 1,011 40 324 179 548 99 – 330 456 40 125 69 302 – – 90 128 31 48 20 91 – – 237 339 8 142 29 176 1 – 212 236 2 104 1 133 – – 61 127 5 72 4 56 – – 183 1,408 215 10 77 21 127 15 – 2,512 136 892 323 1,433 115 – 16 39 5 – 5 39 – – $ 449 $ 302 $ 91 $ 175 $ 133 $ 56 $ 112 $ 1,318 $ 39 $ (148) $ 7,810 $ 1,758 $ 574 $ 913 $ 228 $ 235 $ 247 $ 11,765 54,580 20,358 4,020 1,182 7,695 471 5,084 420 4,261 273 10,802 1,200 3,939 339 2,441 135 $ 27 745 19 $ – 209 – $ 1,761 $ 2,212 $ 917 $ 1,331 $ 598 $ 418 $ 1,467 $ 438 333 814 650 890 188 121 107 254 451 – 145 – 489 270 – 1,002 37 290 174 575 104 – 297 – 451 28 130 57 292 – – 79 – 133 17 46 19 85 – – 235 – 325 16 136 39 166 1 – 214 – 239 2 104 6 131 – – 62 – 128 4 72 6 54 – – 171 – 218 2 77 20 123 17 – 8,704 2,517 2,363 1,328 – 2,496 106 855 321 1,426 122 – $ 82 3 36 $ – – 56 20 – 23 2 – (1) 26 8 – 2 577 519 30 180 (31) 400 – 67 $ 471 $ 292 $ 85 $ 165 $ 131 $ 54 $ 106 $ 1,304 $ 18 $ 333 $ 7,970 $ 1,794 $ 586 $ 913 $ 228 $ 235 $ 251 $ 11,977 52,379 19,799 3,667 1,148 10,205 915 7,305 463 4,185 295 4,831 423 3,726 317 2,328 106 $ 27 711 28 $ – 641 25 $ $ $ $ – $ 8,935 – 2,562 – 2,437 – 1,428 – 2,508 – 154 – 1,042 231 – – 1,389 115 – 65 – – $ 1,209 – $ 11,792 (53) 55,481 – 4,039 (3) $ 8,783 2,520 – 2,452 (3) – – – – – – – – – 1,350 577 3,038 138 1,035 289 1,852 130 67 $ $ – $ 1,655 – $ 12,004 (327) 53,404 3,720 – 7 9 Notes to Consolidated Financial StatementsFORTIS INC. 2020 ANNUAL REPORT 5. REVENUE (in millions) Electric and gas revenue United States ITC UNS Energy Central Hudson Canada FortisBC Energy FortisAlberta FortisBC Electric Newfoundland Power Maritime Electric FortisOntario Caribbean Caribbean Utilities FortisTCI Total electric and gas revenue Other services revenue (1) Revenue from contracts with customers Alternative revenue (2) Other revenue Total revenue $ 2020 1,726 2,019 941 1,336 580 358 707 215 222 238 77 8,419 325 8,744 64 127 $ 2019 1,697 1,966 894 1,289 576 362 671 209 206 270 85 8,225 374 8,599 116 68 $ 8,935 $ 8,783 (1) Includes $227 million and $273 million from regulated operations for 2020 and 2019, respectively (2) Includes a $40 million and $91 million base ROE adjustment associated with the May 2020 and November 2019 FERC decisions, respectively (Notes 2 and 8) Revenue from Contracts with Customers Electric and gas revenue includes revenue from the sale and/or delivery of electricity and gas, transmission revenue, and wholesale electric revenue, all based on regulator-approved tariff rates including the flow through of commodity costs. Other services revenue includes: (i) management fee revenue at UNS Energy for the operation of Springerville Units 3 and 4; (ii) revenue from storage optimization activities at Aitken Creek; and (iii) revenue from other services that reflect the ordinary business activities of Fortis’ utilities. Alternative Revenue Alternative revenue programs allow utilities to adjust future rates in response to past activities or completed events if certain criteria are met. Alternative revenue is recognized on an accrual basis with a corresponding regulatory asset or liability until the revenue is settled. Upon settlement, revenue is not recognized as revenue from contracts with customers but rather as settlement of the regulatory asset or liability. The significant alternative revenue programs of Fortis’ utilities are summarized as follows. ITC’s formula rates include an annual true-up mechanism that compares actual revenue requirements to billed revenue, and any under- or over-collections are accrued as a regulatory asset or liability and reflected in future rates within a two-year period (Note  8). The formula rates do not require annual regulatory approvals, although inputs remain subject to legal challenge. UNS Energy’s lost fixed-cost recovery mechanism (“LFCR”) surcharge recovers lost fixed costs, as measured by a reduction in non-fuel revenue, associated with energy efficiency savings and distributed generation. To recover the LFCR regulatory asset, UNS Energy is required to file an annual LFCR adjustment request with the ACC for the LFCR revenue recognized in the prior year. The recovery is subject to a year-over-year cap of 2% of total retail revenue. UNS Energy’s demand side management surcharge, which is approved by the ACC annually, compensates for the costs to design and implement cost-effective energy efficiency and demand response programs until such costs, along with a performance incentive, are reflected in non-fuel base rates. FortisBC Energy and FortisBC Electric have an earnings sharing mechanism that provides for a 50/50 sharing of variances from the allowed ROE in 2020 (2019 – variances from formula-driven operation and maintenance expenses and capital expenditures). This mechanism is in place until the expiry of the current multi-year rate plan for 2020 to 2024. Additionally, variances between forecast and actual customer-use rates and industrial and other customer revenue are captured in a revenue stabilization account and a flow-through deferral account to be refunded to, or received from, customers in rates within two years. 8 0 For the years ended December 31, 2020 and 2019Notes to Consolidated Financial StatementsFORTIS INC. 2020 ANNUAL REPORT Other Revenue Other revenue primarily includes gains or losses on energy contract derivatives and regulatory deferrals at FortisBC Energy and FortisBC Electric reflecting cost recovery variances from forecast. 6. ACCOUNTS RECEIVABLE AND OTHER CURRENT ASSETS (in millions) Trade accounts receivable Unbilled accounts receivable Allowance for credit losses (1) Income tax receivable Other (2) $ 2020 595 571 (64) 1,102 72 195 $ 1,369 2019 504 601 (35) 1,070 35 192 1,297 $ $ (1) Allowance for doubtful accounts for 2019 (2) Consists mainly of customer billings for non-core services, gas mitigation costs and collateral deposits for gas purchases, and the fair value of derivative instruments (Note 27) Allowance for Credit Losses The allowance for credit losses balance changed during 2020 as follows. (in millions) Balance, beginning of year Credit loss expensed Credit loss deferred (Note 2) Write-offs, net of recoveries Foreign exchange Balance, end of year The allowance for doubtful accounts balance changed during 2019 as follows. (in millions) Balance, beginning of year Bad debt expensed Write-offs, net of recoveries Foreign exchange Balance, end of year 7. INVENTORIES (in millions) Materials and supplies Gas and fuel in storage Coal inventory 2020 297 101 24 422 $ $ 2020 (35) (36) (6) 14 (1) (64) 2019 (33) (21) 18 1 (35) 2019 294 69 31 394 $ $ $ $ $ $ 8 1 Notes to Consolidated Financial StatementsFORTIS INC. 2020 ANNUAL REPORT 8. REGULATORY ASSETS AND LIABILITIES (in millions) Regulatory assets Deferred income taxes (Notes 3 and 24) Employee future benefits (Notes 3 and 25) Deferred energy management costs (1) Rate stabilization and related accounts (2) Deferred lease costs (3) Manufactured gas plant site remediation deferral (Note 16) Derivatives (Notes 3 and 27) Generation early retirement costs (4) Other regulatory assets (5) Total regulatory assets Less: Current portion Long-term regulatory assets Regulatory liabilities Deferred income taxes (Notes 3 and 24) Asset removal cost provision (Note 3) Rate stabilization and related accounts (2) Renewable energy surcharge (6) Energy efficiency liability (7) Employee future benefits (Notes 3 and 25) Electric and gas moderator account (8) ROE complaints liability (Note 2) Other regulatory liabilities (5) Total regulatory liabilities Less: Current portion Long-term regulatory liabilities $ 2020 1,697 588 334 213 122 107 73 55 399 3,588 (470) $ 3,118 $ 1,361 1,206 104 100 83 43 28 16 162 3,103 (441) $ $ $ 2019 1,556 530 279 208 116 81 119 88 406 3,383 (425) 2,958 1,440 1,187 166 94 101 45 45 91 189 3,358 (572) $ 2,662 $ 2,786 Deferred Energy Management Costs Certain regulated subsidiaries provide energy management services to facilitate customer energy efficiency programs where the related expenditures have been deferred as a regulatory asset and are being amortized, and recovered from customers through rates, on a straight-line basis over periods ranging from two to 10 years. Rate Stabilization and Related Accounts Rate stabilization accounts mitigate the earnings volatility otherwise caused by variability in the cost of fuel, purchased power and natural gas above or below a forecast or predetermined level, and by weather-driven volume variability. At certain utilities, revenue decoupling mechanisms minimize the earnings impact of reduced energy consumption as energy efficiency programs are implemented. Resultant deferrals are recovered from, or refunded to, customers in future rates as approved by the respective regulators. Related accounts include the annual true-up mechanism at ITC (Note 5). Deferred Lease Costs Deferred lease costs at FortisBC Electric primarily relate to the Brilliant Power Purchase Agreement (“BPPA”) (Note 15). The depreciation of the asset under finance lease and interest expense on the finance lease obligation are not being fully recovered in current customer rates since these rates only reflect the cash payments required under the BPPA. The annual differences are being deferred as a regulatory asset, which is expected to be recovered from customers in future rates over the term of the lease, which expires in 2056. (1) (2) (3) 8 2 For the years ended December 31, 2020 and 2019Notes to Consolidated Financial StatementsFORTIS INC. 2020 ANNUAL REPORT (4) (5) (6) (7) (8) Generation Early Retirement Costs TEP and the co-owners of Navajo Generating Station (“Navajo”) retired Navajo in 2019, with related decommissioning activities continuing through 2054. TEP also retired Sundt Generating Facility Units 1 and 2 (“Sundt”) in 2019. The ACC approved the recovery of the retirement costs of Navajo and Sundt over a 10-year period as part of the 2020 Rate Order (Note 2). Other Regulatory Assets and Liabilities Comprised of regulatory assets and liabilities individually less than $40 million. Renewable Energy Surcharge Under the ACC’s Renewable Energy Standard (“RES”), UNS Energy is required to increase its use of renewable energy each year until it represents at least 15% of its total annual retail energy requirements by 2025. The cost of carrying out the plan is recovered from retail customers through a RES surcharge. Any RES surcharge collections above or below the costs incurred to implement the plans are deferred as a regulatory liability or asset. The ACC measures RES compliance through Renewable Energy Credits (“RECs”). Each REC represents one kilowatt hour generated from renewable resources. When UNS Energy purchases renewable energy, the premium paid above the market cost of conventional power equals the REC recoverable through the RES surcharge. When RECs are purchased, UNS Energy records their cost as long-term other assets (Note 9) with a corresponding regulatory liability to reflect the obligation to use the RECs for future RES compliance. When RECs are utilized for RES compliance, energy supply costs and revenue are recognized in an equal amount. Energy Efficiency Liability The energy efficiency liability primarily relates to Central Hudson’s Energy Efficiency Program, established to fund environmental policies associated with energy conservation programs as approved by its regulator. Electric and Gas Moderator Account Under Central Hudson’s 2018 three-year rate order certain regulatory assets and liabilities were approved by the PSC for offset, and an electric and gas moderator account was established, which will be used for future customer rate moderation. Regulatory assets not earning a return: (i) totalled $1,678 million and $1,510 million as at December 31, 2020 and 2019, respectively; (ii) are primarily related to deferred income taxes and employee future benefits; and (iii) generally do not represent a past cash outlay as they are offset by related liabilities that, likewise, do not incur a carrying cost for rate-making purposes. Recovery periods vary or are yet to be determined by the respective regulators. 8 3 Notes to Consolidated Financial StatementsFORTIS INC. 2020 ANNUAL REPORT9. OTHER ASSETS (in millions) Supplemental Executive Retirement Plan (“SERP”) Renewable Energy Credits (Note 8) Equity investment – Belize Electricity Employee future benefits (Note 25) Other investments Operating leases (Note 15) Deferred compensation plan Equity Investment – Wataynikaneyap Partnership Other (1) (1) Includes the fair value of derivatives (Note 27) 2020 155 106 80 66 66 40 36 12 109 670 $ $ 2019 145 99 71 63 43 46 30 12 111 620 $ $ ITC, UNS Energy and Central Hudson provide additional post-employment benefits through SERPs and deferred compensation plans for directors and officers. The assets held to support these plans are reported separately from the related liabilities (Note 16). Most plan assets are held in trust and funded mainly through trust-owned life insurance policies and mutual funds. Assets in mutual and money market funds are recorded at fair value on a recurring basis (Note 27). 10. PROPERTY, PLANT AND EQUIPMENT Cost Accumulated Depreciation Net Book Value $ 11,921 5,546 $ (3,223) (1,422) $ 8,698 4,124 15,888 2,360 6,441 4,178 2,012 326 (3,413) (719) (2,550) (1,347) – – 12,475 1,641 3,891 2,831 2,012 326 $ 48,672 $ (12,674) $ 35,998 $ 11,396 5,277 $ (3,125) (1,330) $ 8,271 3,947 15,207 2,267 6,380 4,042 1,329 318 (3,293) (681) (2,472) (1,327) – – 11,914 1,586 3,908 2,715 1,329 318 $ 46,216 $ (12,228) $ 33,988 (in millions) 2020 Distribution Electric Gas Transmission Electric Gas Generation Other Assets under construction Land 2019 Distribution Electric Gas Transmission Electric Gas Generation Other Assets under construction Land 8 4 For the years ended December 31, 2020 and 2019Notes to Consolidated Financial StatementsFORTIS INC. 2020 ANNUAL REPORT Electric distribution assets are those used to distribute electricity at lower voltages (generally below 69 kilovolts (“kV”)). These assets include poles, towers and fixtures, low-voltage wires, transformers, overhead and underground conductors, street lighting, meters, metering equipment and other related equipment. Gas distribution assets are those used to transport natural gas at low pressures (generally below 2,070 kilopascals (“kPa”)) or a hoop stress of less than 20% of standard minimum yield strength. These assets include distribution stations, telemetry, distribution pipe for mains and services, meter sets and other related equipment. Electric transmission assets are those used to transmit electricity at higher voltages (generally at 69 kV and higher). These assets include poles, wires, switching equipment, transformers, support structures and other related equipment. Gas transmission assets are those used to transport natural gas at higher pressures (generally at 2,070 kPa and higher) or a hoop stress of 20% or more of standard minimum yield strength. These assets include transmission stations, telemetry, transmission pipe and other related equipment. Generation assets are those used to generate electricity. These assets include hydroelectric and thermal generation stations, gas and combustion turbines, coal-fired generating stations, dams, reservoirs, photovoltaic systems, wind resources and other related equipment. Other assets include buildings, equipment, vehicles, inventory, information technology assets and Aitken Creek. As at December 31, 2020, assets under construction were primarily associated with ongoing transmission projects at ITC and the addition of wind- powered electric generating capacity at UNS Energy. The cost of PPE under finance lease as at December  31, 2020 was $322  million (2019 – $514  million) and related accumulated depreciation was $111 million (2019 – $206 million) (Note 15). Jointly Owned Facilities UNS Energy and ITC hold undivided interests in jointly owned generating facilities and transmission systems, are entitled to their pro rata share of the PPE, and are proportionately liable for the associated operating costs and liabilities. As at December 31, 2020, interests in jointly owned facilities consisted of the following. (in millions, except as noted) Transmission Facilities Springerville Common Facilities (1) San Juan Unit 1 (“San Juan”) Springerville Coal Handling Facilities Four Corners Units 4 and 5 (“Four Corners”) Gila River Common Facilities Luna Energy Facility (“Luna”) Ownership (%) 1.0–80.0 86.0 50.0 83.0 7.0 50.0 33.3 $ Cost 980 505 370 268 235 108 74 Accumulated Depreciation Net Book Value $ (381) (251) (304) (121) (97) (36) (2) $ 599 254 66 147 138 72 72 $ 2,540 $ (1,192) $ 1,348 (1) In December 2020 TEP purchased an additional 32.2% undivided interest in the Springerville Common Facilities, previously recorded as a finance lease (Note  15). Also in December 2020, TEP sold a 14% interest in the Springerville Common Facilities. 8 5 Notes to Consolidated Financial StatementsFORTIS INC. 2020 ANNUAL REPORT 11. INTANGIBLE ASSETS (in millions) 2020 Computer software Land, transmission and water rights Other Assets under construction 2019 Computer software Land, transmission and water rights Other Assets under construction $ Cost 932 898 114 77 $ 2,021 $ 946 890 115 68 $ 2,019 Accumulated Amortization $ $ $ $ (524) (142) (64) – (730) (576) (122) (61) – (759) Net Book Value $ 408 756 50 77 $ 1,291 $ 370 768 54 68 $ 1,260 Included in the cost of land, transmission and water rights as at December 31, 2020 was $136 million (2019 – $133 million) not subject to amortization. Amortization expense was $131 million for 2020 (2019 – $125 million). Amortization is estimated to average approximately $81 million for each of the next five years. 12. GOODWILL (in millions) Balance, beginning of year Foreign currency translation impacts (1) Balance, end of year 2020 $ 12,004 (212) $ 11,792 $ 2019 12,530 (526) $ 12,004 (1) Relates to the translation of goodwill associated with the acquisitions of ITC, UNS Energy, Central Hudson, Caribbean Utilities and FortisTCI, whose functional currency is the US dollar No goodwill impairment was recognized by the Corporation in 2020 or 2019. 13. ACCOUNTS PAYABLE AND OTHER CURRENT LIABILITIES (in millions) Trade accounts payable Employee compensation and benefits payable Dividends payable Accrued taxes other than income taxes Interest payable Customer and other deposits Gas and fuel cost payable Fair value of derivatives (Note 27) Manufactured gas plant site remediation (Note 16) Employee future benefits (Note 25) Other 8 6 $ 2020 707 248 241 224 215 214 188 56 31 26 171 $ 2019 754 229 228 223 212 226 225 83 31 24 167 $ 2,321 $ 2,402 For the years ended December 31, 2020 and 2019Notes to Consolidated Financial StatementsFORTIS INC. 2020 ANNUAL REPORT 14. LONG-TERM DEBT (in millions) Maturity Date 2020 2019 ITC Secured US First Mortgage Bonds – 4.31% weighted average fixed rate (2019 – 4.46%) Secured US Senior Notes – 4.00% weighted average fixed rate (2019 – 4.26%) Unsecured US Senior Notes – 3.61% weighted average fixed rate (2019 – 3.79%) Unsecured US Shareholder Note – 6.00% fixed rate (2019 – 6.00%) Unsecured US Term Loan Credit Agreement – 2.35% weighted average fixed rate UNS Energy Unsecured US Tax-Exempt Bonds – 4.34% weighted average fixed and variable rate (2019 – 4.64%) Unsecured US Fixed Rate Notes – 3.86% weighted average fixed rate (2019 – 4.38%) Central Hudson Unsecured US Promissory Notes – 3.94% weighted average fixed and variable rate (2019 – 4.27%) FortisBC Energy Unsecured Debentures – 4.72% weighted average fixed rate (2019 – 4.87%) FortisAlberta Unsecured Debentures – 4.49% weighted average fixed rate (2019 – 4.64%) FortisBC Electric Secured Debentures – 8.80% fixed rate (2019 – 8.80%) Unsecured Debentures – 4.87% weighted average fixed rate (2019 – 5.05%) Other Electric Secured First Mortgage Sinking Fund Bonds – 5.61% weighted average fixed rate (2019 – 6.14%) Secured First Mortgage Bonds – 5.66% weighted average fixed rate (2019 – 5.66%) Unsecured Senior Notes – 4.45% weighted average fixed rate (2019 – 4.45%) Unsecured US Senior Loan Notes and Bonds – 4.41% weighted average fixed and variable rate (2019 – 4.53%) Corporate and Other Unsecured US Senior Notes and Promissory Notes – 3.81% weighted average fixed rate (2019 – 3.80%) Unsecured Debentures – 6.50% fixed rate (2019 – 6.50%) Unsecured Senior Notes – 2.85% fixed rate (2019 – 2.85%) Long-term classification of credit facility borrowings Fair value adjustment – ITC acquisition Total long-term debt (Note 27) Less: Deferred financing costs and debt discounts Less: Current installments of long-term debt 2024–2055 $ 2,755 $ 2,624 2040–2055 2022–2043 2028 n/a 2029–2030 2021–2050 923 4,136 253 – 362 2,704 2021–2060 1,078 2026–2050 2,995 2024–2052 2,360 2023 2021–2050 2022–2060 2025–2061 2041–2048 2022–2049 25 785 634 220 152 648 2021–2044 2,685 2039 2023 200 500 980 119 24,514 (147) (1,254) 747 3,312 258 260 603 1,851 986 2,795 2,185 25 710 571 220 152 645 2,903 200 500 640 133 22,320 (129) (690) $ 23,113 $ 21,501 8 7 Notes to Consolidated Financial StatementsFORTIS INC. 2020 ANNUAL REPORT 14. LONG-TERM DEBT (cont’d) Most long-term debt at the Corporation’s regulated utilities is redeemable at the option of the respective utility at the greater of par or a specified price, together with accrued and unpaid interest. Security, if provided, is typically through a fixed or floating first charge on specific assets of the utility. The Corporation’s unsecured debentures and senior notes are redeemable at the option of Fortis at the greater of par or a specified price together with accrued and unpaid interest. Certain long-term debt agreements have covenants that provide that the Corporation shall not declare, pay or make any dividends or any other restricted payments if, immediately thereafter, its consolidated debt to consolidated capitalization ratio would exceed 65%. Long-Term Debt Issuances (in millions, except as noted) ITC Unsecured term loan credit agreement Unsecured term loan credit agreement (4) Unsecured senior notes First mortgage bonds Secured senior notes UNS Energy Unsecured senior notes Unsecured senior notes Unsecured senior notes Central Hudson Unsecured senior notes Unsecured senior notes Unsecured senior notes Unsecured senior notes FortisBC Energy Unsecured debentures FortisAlberta Unsecured senior debentures FortisBC Electric Unsecured debentures Newfoundland Power First mortgage sinking fund bonds FortisTCI Unsecured senior notes Unsecured senior notes Month Issued January January May July October April August September May July September November July December May April June/October October/December Interest Rate (%) Maturity Amount ($) Use of Proceeds (1) (5) 2.95 3.13 3.02 4.00 1.50 2.17 3.42 3.62 2.03 2.03 2.54 2.63 3.12 3.61 5.30 3.25 2021 2021 2030 2051 2055 2050 2030 2032 2050 2060 2030 2030 2050 2051 2050 2060 2035 2030 US 75 US 200 US 700 US 180 US 150 US 350 US 300 US 50 US 30 US 30 US 40 US 30 200 175 75 100 US 30 US 10 (2) (3) (4) (2) (3) (6) (2) (3) (7) (2) (3) (7) (8) (2) (3) (7) (2) (3) (3) (3) (7) (8) (3) (7) (7) (2) (2) (2) (3) (7) (8) (3) (1) Floating rate of a one-month LIBOR plus a spread of 0.45% (2) Repay credit facility borrowings (3) General corporate purposes (4) Maximum amount of borrowings under this agreement of US$400  million has been drawn; current period borrowings were used to repay an outstanding commercial paper balance. (5) Floating rate of a two-month LIBOR plus a spread of 0.60% (6) Early redemption of unsecured term loan borrowing of US$400 million (7) Finance capital expenditures (8) Repay maturing long-term debt 8 8 For the years ended December 31, 2020 and 2019Notes to Consolidated Financial StatementsFORTIS INC. 2020 ANNUAL REPORT Long-Term Debt Repayments The consolidated requirements to meet principal repayments and maturities in each of the next five years and thereafter are as follows. (in millions) 2021 2022 2023 2024 2025 Thereafter $ Total 1,254 823 1,786 1,088 484 19,079 $ 24,514 In December 2020 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 $2.0  billion. As at December  31, 2020, $2.0  billion remained available under the short-form base shelf prospectus. Credit Facilities (in millions) Total credit facilities Credit facilities utilized: Short-term borrowings (1) Long-term debt (including current portion) (2) Letters of credit outstanding Credit facilities unutilized Regulated Utilities $ 3,700 (132) (714) (77) Corporate and Other $ 1,881 – (266) (53) 2020 $ 5,581 2019 $ 5,590 (132) (980) (130) (512) (640) (114) $ 2,777 $ 1,562 $ 4,339 $ 4,324 (1) The weighted average interest rate was approximately 0.8% (2019 – 3.2%). (2) The weighted average interest rate was approximately 0.9% (2019 – 2.4%). The current portion was $651 million (2019 – $252 million). Credit facilities are syndicated primarily with large banks in Canada and the US, with no one bank holding more than approximately 25% of the total facilities. Approximately $5.3 billion of the total credit facilities are committed facilities with maturities ranging from 2021 through 2025. 8 9 Notes to Consolidated Financial StatementsFORTIS INC. 2020 ANNUAL REPORT 14. LONG-TERM DEBT (cont’d) Consolidated credit facilities of approximately $5.6 billion as at December 31, 2020 are itemized below. (in millions) Unsecured committed revolving credit facilities Regulated utilities ITC (1) UNS Energy Central Hudson FortisBC Energy FortisAlberta FortisBC Electric Other Electric Other Electric Corporate and Other Other facilities Regulated utilities Central Hudson – uncommitted credit facility FortisBC Energy – uncommitted credit facility FortisBC Electric – unsecured demand overdraft facility Other Electric – unsecured demand facilities Other Electric – unsecured demand facility and emergency standby loan Corporate and Other – unsecured non-revolving facility Amount ($) US 900 US 500 US 200 700 250 150 190 US 70 1,850 US 30 55 10 20 US 60 30 Maturity October 2023 October 2022 March 2025 August 2024 August 2024 April 2024 (2) January 2025 (3) n/a March 2022 n/a n/a June 2021 n/a (1) ITC also has a US$400 million commercial paper program, under which US$67 million was outstanding as at December 31, 2020, as reported in short-term borrowings. (2) $40 million in June 2021, $50 million in February 2022 and $100 million in August 2024 (3) $500 million in April 2021, $50 million in April 2022 and $1.3 billion in July 2024 15. LEASES The Corporation and its subsidiaries lease office facilities, utility equipment, land, and communication tower space with remaining terms of up to 21 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 leased premises. The Corporation’s subsidiaries also have finance leases related to generating facilities with remaining terms of up to 35 years. Leases were presented on the consolidated balance sheets as follows. (in millions) Operating leases Other assets Accounts payable and other current liabilities Other liabilities Finance leases (1) (2) Regulatory assets PPE, net Accounts payable and other current liabilities Finance leases $ $ 2020 40 (7) (33) 122 211 (2) (331) $ $ 2019 46 (8) (38) 116 308 (24) (413) (1) FortisBC Electric has a finance lease for the BPPA (Note 8), which relates to the sale of the output of the Brilliant hydroelectric plant, and for the Brilliant Terminal Station (“BTS”), which relates to the use of the station. Both agreements expire in 2056. In exchange for the specified take-or-pay amounts of power, the BPPA requires semi-annual payments based on a return on capital, which includes the original and ongoing capital cost, and related variable power purchase costs. The BTS requires semi-annual payments based on a charge related to the recovery of the capital cost of the BTS, and related variable operating costs. (2) In December 2020 TEP purchased a 32.2% undivided interest in the Springerville Common Facilities, which had previously been leased (Note 10). 9 0 For the years ended December 31, 2020 and 2019Notes to Consolidated Financial StatementsFORTIS INC. 2020 ANNUAL REPORT The components of lease expense were as follows. (in millions) Operating lease cost Finance lease cost: Amortization Interest Variable lease cost Total lease cost As at December 31, 2020, the present value of minimum lease payments was as follows. 2020 10 14 34 20 78 $ $ (in millions) 2021 2022 2023 2024 2025 Thereafter Less: Imputed interest Total lease obligations Less: Current installments Supplemental lease information was as follows. (in millions, except as noted) Weighted average remaining lease term (years) Operating leases Finance leases Weighted average discount rate (%) Operating leases Finance leases Cash payments related to lease liabilities Operating cash flows used for operating leases Operating cash flows used for finance leases Financing cash flows used for finance leases Investing cash flows used for finance leases Operating Leases Finance Leases $ $ 8 7 6 4 3 22 50 (10) 40 (7) 33 $ $ 33 34 34 34 34 1,056 1,225 (892) 333 (2) 331 2020 10 35 4.0 5.1 (10) (2) (25) (87) $ See Note 26 for non-cash transactions that resulted in right-of-use assets obtained in exchange for new lease liabilities. $ 2019 10 17 48 39 $ 114 $ $ $ Total 41 41 40 38 37 1,078 1,275 (902) 373 (9) 364 2019 10 27 4.1 4.8 (10) (47) (16) (212) 9 1 Notes to Consolidated Financial StatementsFORTIS INC. 2020 ANNUAL REPORT 16. OTHER LIABILITIES (in millions) Employee future benefits (Note 25) Customer and other deposits AROs (Note 3) Stock-based compensation plans (Note 21) Manufactured gas plant site remediation (1) Fair value of derivatives (Note 27) Mine reclamation obligations (2) Retail energy contract (3) Deferred compensation plan (Note 9) Operating leases Other $ 2020 905 132 130 86 69 50 47 46 43 33 58 $ 2019 832 70 148 83 48 68 43 – 33 38 83 $ 1,599 $ 1,446 (1) (2) (3) Environmental regulations require Central Hudson to investigate sites at which it or its predecessors once owned and/or operated manufactured gas plants and, if necessary, remediate those sites. Costs are accrued based on the amounts that can be reasonably estimated. As at December 31, 2020, an obligation of $96 million was recognized, including a current portion of $27 million recognized in accounts payable and other current liabilities (Note 13). Central Hudson has notified its insurers that it intends to seek reimbursement where insurance coverage exists. Differences between actual costs and the associated rate allowances are deferred as a regulatory asset for future recovery (Note 8). TEP pays ongoing reclamation costs related to two coal mines that supply generating facilities in which it has an ownership interest but does not operate. Costs are deferred as a regulatory asset and recovered from customers as permitted by the regulator. TEP’s share of the reclamation costs is estimated to be $61  million upon expiry of the coal agreements between 2022 and 2031. The present value of the estimated future liability is shown in the table above. FortisAlberta entered into an eight-year agreement with an existing retail energy provider to continue to act as its default retailer to eligible customers under the regulated retail option. As part of this agreement FortisAlberta received an upfront payment in 2020 which will be amortized to earnings over the life of the agreement. 17. COMMON SHARES During 2019 the Corporation issued approximately 4.1 million common shares under its at-the-market common equity program at an average price of $52.16 per share. The gross proceeds of $212 million ($209 million net of commissions) were used primarily to fund capital expenditures. Also during 2019 the Corporation issued approximately 22.8 million common shares representing gross proceeds of $1,190 million ($1,167 million net of commissions) at a price of $52.15 per share. The net proceeds were used to redeem US$500 million of its outstanding 2.10% unsecured notes due on October 4, 2021, to repay credit facility borrowings, and for general corporate purposes. 18. EARNINGS PER COMMON SHARE Diluted earnings per common share (“EPS”) was calculated using the treasury stock method for options. 2020 Net Earnings Weighted Average to Common Shareholders Shares (# millions) ($ millions) EPS ($) 464.8 0.6 $ 2.60 – Net Earnings to Common Shareholders ($ millions) $ 1,655 – 2019 Weighted Average Shares (# millions) 436.8 0.7 EPS ($) 3.79 – $ 465.4 $ 2.60 $ 1,655 437.5 $ 3.78 Basic EPS Potential dilutive effect of stock options Diluted EPS $ 1,209 – $ 1,209 9 2 For the years ended December 31, 2020 and 2019Notes to Consolidated Financial StatementsFORTIS INC. 2020 ANNUAL REPORT 19. PREFERENCE SHARES Authorized An unlimited number of first preference shares and second preference shares, without nominal or par value. Issued and Outstanding 2020 2019 First Preference Shares Series F Series G Series H Series I Series J Series K Series M Number of Shares (in thousands) 5,000 9,200 7,665 2,335 8,000 10,000 24,000 66,200 Amount (in millions) $ 122 225 188 57 196 244 591 $ 1,623 Number of Shares (in thousands) 5,000 9,200 7,025 2,975 8,000 10,000 24,000 66,200 Amount (in millions) $ 122 225 172 73 196 244 591 $ 1,623 Characteristics of the first preference shares are as follows. First Preference Shares (1) (2) Perpetual fixed rate Series F Series J (3) Fixed rate reset (4) (5) Series G Series H (6) Series K Series M Floating rate reset (5) (7) Series I Series L Series N Initial Yield (%) Annual Dividend ($) Reset Dividend Yield (%) Redemption Right to and/or Redemption Convert on a One-For- Value One Basis ($) Conversion Option Date 4.90 4.75 5.25 4.25 4.00 4.10 2.10 – – 1.2250 1.1875 1.0983 0.4588 0.9823 0.9783 – – – – – Currently Redeemable Currently Redeemable 2.13 1.45 2.05 2.48 1.45 – – September 1, 2023 June 1, 2025 March 1, 2024 December 1, 2024 June 1, 2025 – – 25.00 25.25 25.00 25.00 25.00 25.00 25.00 – – – – – Series I Series L Series N Series H Series K Series M (1) Holders are entitled to receive a fixed or floating cumulative quarterly cash dividend as and when declared by the Board of Directors of the Corporation, payable in equal installments on the first day of each quarter. (2) On or after the specified redemption dates, the Corporation has the option to redeem for cash the outstanding first preference shares, in whole or in part, at the specified per share redemption value plus all accrued and unpaid dividends up to but excluding the dates fixed for redemption, and in the case of the first preference shares that reset, on every fifth anniversary date thereafter. (3) First Preference Shares, Series J are redeemable as of December 1, 2021 and thereafter at $25.00 per share. (4) On the redemption and/or conversion option date, and on each five-year anniversary thereafter, the reset annual dividend per share will be determined by multiplying $25.00 per share by the annual fixed dividend rate, which is the sum of the five-year Government of Canada Bond Yield on the applicable reset date, plus the applicable reset dividend yield. (5) On each conversion option date, the holders have the option, subject to certain conditions, to convert any or all of their shares into an equal number of Cumulative Redeemable first preference shares of a specified series. (6) The annual dividend per share for the First Preference Shares, Series H was reset from $0.6250 to $0.4588 for the five-year period from June 1, 2020 up to but excluding June 1, 2025. (7) The floating quarterly dividend rate will be reset every quarter based on the then current three-month Government of Canada Treasury Bill rate plus the applicable reset dividend yield. On June 1, 2020, 267,341 First Preference Shares, Series H were converted on a one-for-one basis into First Preference Shares, Series I, and 907,577 First Preference Shares, Series I were converted on a one-for-one basis into First Preference Shares, Series H. On the liquidation, dissolution or winding-up of Fortis, holders of common shares are entitled to participate ratably in any distribution of assets of Fortis, subject to the rights of holders of first and second preference shares, and any other class of shares of the Corporation entitled to receive the assets of the Corporation on such a distribution, in priority to or ratably with the holders of the common shares. 9 3 Notes to Consolidated Financial StatementsFORTIS INC. 2020 ANNUAL REPORT 20. ACCUMULATED OTHER COMPREHENSIVE INCOME (in millions) Opening Balance Net Change Ending Balance 2020 Unrealized foreign currency translation gains (losses) Net investments in foreign operations Hedges of net investments in foreign operations Income tax expense Other Cash flow hedges (Note 27) Unrealized employee future benefits losses (Note 25) Income tax recovery $ 713 (359) (3) 351 17 (38) 6 (15) $ (336) 60 (3) (279) (21) (11) 9 (23) Accumulated other comprehensive income $ 336 $ (302) 2019 Unrealized foreign currency translation gains (losses) Net investments in foreign operations Hedges of net investments in foreign operations Income tax recovery (expense) Other Cash flow hedges (Note 27) Unrealized employee future benefits losses (Note 25) Income tax recovery $ 1,470 (544) 10 936 11 (20) 1 (8) $ (757) 185 (13) (585) 6 (18) 5 (7) $ $ $ 377 (299) (6) 72 (4) (49) 15 (38) 34 713 (359) (3) 351 17 (38) 6 (15) Accumulated other comprehensive income $ 928 $ (592) $ 336 9 4 For the years ended December 31, 2020 and 2019Notes to Consolidated Financial StatementsFORTIS INC. 2020 ANNUAL REPORT 21. STOCK-BASED COMPENSATION PLANS Stock Options Officers and certain key employees of Fortis and its subsidiaries are eligible for grants of options to purchase common shares of the Corporation. Options are exercisable for a period of 10 years from the grant date, expire no later than three years after the death or retirement of the optionee, and vest evenly over a four-year period on each anniversary of the grant date. The following options were granted in 2020 and 2019. Options granted (in thousands) Exercise price ($) (1) Grant date fair value ($) Valuation assumptions: Dividend yield (%) (2) Expected volatility (%) (3) Risk-free interest rate (%) (4) Weighted average expected life (years) (5) 2020 686 58.40 4.20 3.7 15.8 1.2 5.2 2019 852 47.57 3.70 3.8 15.2 1.8 5.6 (1) Five-day VWAP immediately preceding the grant date (2) Reflects average annual dividend yield up to the grant date and the weighted average expected life of the options (3) Reflects historical experience over a period equal to the weighted average expected life of the options (4) Government of Canada benchmark bond yield at the grant date that covers the weighted average expected life of the options (5) Reflects historical experience The following table summarizes information related to stock options for 2020. (in thousands, except as noted) Options outstanding, beginning of year Granted Exercised Vested Cancelled/Forfeited Options outstanding, end of year Options vested, end of year (2) Total Options Non-vested Options (1) Number of Options 3,418 686 (825) n/a (17) 3,262 1,490 Weighted Average Exercise Price $ $ $ $ $ $ 41.18 58.40 39.21 n/a 50.02 45.26 39.40 Weighted Average Grant Date Fair Value $ $ $ $ $ 3.43 4.20 n/a 3.25 3.79 3.81 Number of Options 1,910 686 n/a (807) (17) 1,772 (1) As at December  31, 2020, there was $7  million of unrecognized compensation expense related to stock options not yet vested, which is expected to be recognized over a weighted average period of approximately three years. (2) As at December 31, 2020, the weighted average remaining term of vested options was six years with an aggregate intrinsic value of $19 million. The following table summarizes additional stock option information. (in millions) Stock options exercised: Cash received for exercise price Intrinsic value realized by employees 2020 $ 32 15 2019 51 22 $ 9 5 Notes to Consolidated Financial StatementsFORTIS INC. 2020 ANNUAL REPORT 21. STOCK-BASED COMPENSATION PLANS (cont’d) DSU Plan Directors of the Corporation who are not officers are eligible for grants of DSUs representing the equity portion of their annual compensation. Directors can further elect to receive credit for their quarterly cash retainer in a notional account of DSUs in lieu of cash. The Corporation may also determine that special circumstances justify the grant of additional DSUs to a director. Each DSU vests at the grant date, has an underlying value equivalent to that of one common share of the Corporation, is entitled to commensurate notional common share dividends, and is settled in cash. The following table summarizes information related to DSUs. Number of units (in thousands) Beginning of year Granted Notional dividends reinvested Paid out End of year 2020 165 25 6 (49) 147 2019 177 29 6 (47) 165 The accrued liability has been recognized at the respective December 31st VWAP (Note 3) and included in long-term other liabilities (Note 16). The accrued liability, compensation expense and cash payout were not material for 2020 or 2019. PSU Plans Senior management of the Corporation and its subsidiaries, and all ITC employees, are eligible for grants of PSUs representing a component of their long-term compensation. Each PSU vests over a three-year period, has an underlying value equivalent to that of one common share of the Corporation, is entitled to commensurate notional common share dividends, and is settled in cash. At the end of the three-year vesting period, cash payouts are the product of: (i) the numbers of units vested; (ii) the VWAP of the Corporation’s common shares for the five trading days prior to the vesting date; and (iii) a payout percentage that may range from 0% to 200%. The payout percentage is based on the Corporation’s performance over the three-year vesting period, mainly determined by: (i) the Corporation’s total shareholder return as compared to a predefined peer group of companies; and (ii) the Corporation’s cumulative EPS, or for certain subsidiaries the Company’s cumulative net income, as compared to the target established at the time of the grant. The following table summarizes information related to PSUs. Number of units (in thousands) Beginning of year Granted Notional dividends reinvested Paid out Cancelled/forfeited End of year Additional information (in millions) Compensation expense recognized Compensation expense unrecognized (1) Cash payout Accrued liability as at December 31 (2) Aggregate intrinsic value as at December 31 (3) 2020 2,118 586 71 (735) (64) 1,976 58 32 54 108 140 $ 2019 1,763 690 73 (357) (51) 2,118 74 35 16 106 141 $ (1) Relates to unvested PSUs and is expected to be recognized over a weighted average period of two years (2) Recognized at the respective December 31st VWAP and included in accounts payable and other current liabilities and in long-term other liabilities (Notes 13 and 16) (3) Relates to outstanding PSUs and reflects a weighted average contractual life of one year 9 6 For the years ended December 31, 2020 and 2019Notes to Consolidated Financial StatementsFORTIS INC. 2020 ANNUAL REPORT RSU Plans Senior management of the Corporation and its subsidiaries, and all ITC employees, are eligible for grants of RSUs representing a component of their long-term compensation. Each RSU vests over a three-year period or immediately upon retirement eligibility of the holder, has an underlying value equivalent to that of one common share of the Corporation, is entitled to commensurate notional common share dividends, and is settled in cash or, beginning with the 2020 grant, common shares of the Corporation. RSUs issued in 2020 may be settled in cash, common shares, or an equal proportion of cash and common shares depending on an executive’s settlement election and whether their share ownership requirements have been met. The following table summarizes information related to RSUs. Number of units (in thousands) Beginning of year Granted Notional dividends reinvested Paid out Cancelled/forfeited End of year Additional information (in millions) Compensation expense recognized Compensation expense unrecognized (1) Cash payout Accrued liability as at December 31 (2) Aggregate intrinsic value as at December 31 (3) 2020 1,050 356 37 (355) (40) 1,048 20 15 19 39 54 $ 2019 717 429 35 (92) (39) 1,050 24 17 4 39 56 $ (1) Relates to unvested RSUs and is expected to be recognized over a weighted average period of two years (2) Recognized at the respective December 31st VWAP and included in accounts payable and other current liabilities and in long-term other liabilities (Notes 13 and 16) (3) Relates to outstanding RSUs and reflects a weighted average contractual life of one year 22. DISPOSITION On April 16, 2019, Fortis sold its 51% ownership interest in the 335 MW 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 was removed from equity. Up to the date of disposition, excluding the gain as noted above, the Waneta Expansion contributed $17  million to earnings before income tax expense, of which Fortis’ share was 51%. 23. OTHER INCOME, NET (in millions) Equity component of AFUDC Equity income Derivative gains Interest income Gain on repayment of debt Other $ 2020 78 20 13 13 – 30 $ 2019 74 (1) 17 16 11 21 $ 154 $ 138 9 7 Notes to Consolidated Financial StatementsFORTIS INC. 2020 ANNUAL REPORT 24. INCOME TAXES Deferred Income Tax Assets and Liabilities The significant components of deferred income tax assets and liabilities consisted of the following. (in millions) Gross deferred income tax assets Regulatory liabilities Tax loss and credit carryforwards Employee future benefits Unrealized foreign exchange losses on long-term debt (1) Other Valuation allowance (1) Net deferred income tax asset Gross deferred income tax liabilities PPE Regulatory assets Intangible assets Net deferred income tax liability $ 2020 527 494 175 33 83 1,312 (22) $ 1,290 $ (4,253) (263) (118) (4,634) $ (3,344) $ $ $ 2019 588 532 165 40 88 1,413 (22) 1,391 (3,986) (269) (105) (4,360) $ (2,969) (1) These deferred income tax assets can be utilized only to the extent that the Corporation has capital gains to offset the underlying capital losses. Management believes that it is more likely than not that a $22 million shortfall exists in this regard and, therefore, the Corporation has recognized a $22 million valuation allowance. Management believes that, based on its historical pattern of taxable income, Fortis will generate the necessary income in the future to realize all other deferred income tax assets. Unrecognized Tax Benefits (in millions) Beginning of year Additions related to current year Adjustments related to prior years End of year 2020 36 3 (6) 33 $ $ 2019 38 5 (7) 36 $ $ Unrecognized tax benefits, if recognized, would reduce income tax expense by $1 million in 2020. Fortis has not recognized interest expense in 2020 and 2019 related to unrecognized tax benefits. Income Tax Expense (in millions) Canadian Earnings before income tax expense Current income tax Deferred income tax Total Canadian Foreign Earnings before income tax expense Current income tax Deferred income tax Total Foreign Income tax expense 2020 2019 $ 333 $ 901 20 (16) 4 $ 49 42 91 $ $ 1,287 $ 1,240 (15) 242 227 231 $ $ (7) 205 198 289 $ $ Income tax expense differs from the amount that would be expected to be generated by applying the enacted combined Canadian federal and provincial statutory income tax rate to earnings before income tax expense. 9 8 For the years ended December 31, 2020 and 2019Notes to Consolidated Financial StatementsFORTIS INC. 2020 ANNUAL REPORT The following is a reconciliation of consolidated statutory taxes to consolidated effective taxes. (in millions, except as noted) Earnings before income tax expense Combined Canadian federal and provincial statutory income tax rate (%) Expected federal and provincial taxes at statutory rate Decrease resulting from: Foreign and other statutory rate differentials Difference between gain on sale for accounting and amounts calculated for tax purposes Release of valuation allowance AFUDC Effects of rate-regulated accounting: Difference between depreciation claimed for income tax and accounting purposes Items capitalized for accounting purposes but expensed for income tax purposes Other Income tax expense Effective tax rate (%) Income Tax Carryforwards (in millions) Canadian Capital loss Non-capital loss Other tax credits Unrecognized Foreign Federal and state net operating loss Other tax credits Total income tax carryforwards recognized 2020 1,620 30.0 486 $ $ (145) – – (20) (56) (26) (8) 231 14.3 $ $ $ $ 2019 2,141 28.5 610 (124) (73) (33) (16) (48) (17) (10) 289 13.5 Expiring Year 2020 n/a 2035–2040 2026–2040 $ 27 200 2 229 (26) 203 2021–2040 2022–2040 2,971 34 3,005 $ 3,208 The Corporation and certain of its subsidiaries are subject to taxation in Canada, the United States and other foreign jurisdictions. The material jurisdictions in which the Corporation is subject to potential income tax compliance examinations include the United States (Federal, Arizona, Kansas, Iowa, Michigan, Minnesota and New York) and Canada (Federal and British Columbia). The Corporation’s 2013 to 2020 taxation years are still open for audit in Canadian jurisdictions, and its 2011 to 2020 taxation years are still open for audit in United States jurisdictions. 9 9 Notes to Consolidated Financial StatementsFORTIS INC. 2020 ANNUAL REPORT 25. EMPLOYEE FUTURE BENEFITS For defined benefit pension and OPEB plans, the benefit obligation and fair value of plan assets are measured as at December 31. For the Corporation’s Canadian and Caribbean subsidiaries, actuarial valuations to determine funding contributions for pension plans are required at least every three years. The most recent valuations were as of December  31, 2017 for the Corporation; December  31, 2018 for FortisBC Energy and FortisBC Electric (plan covering unionized employees); December  31, 2019 for the remaining FortisBC Electric plans, Newfoundland Power, FortisAlberta and FortisOntario; and December 31, 2020 for Caribbean Utilities. ITC, UNS Energy and Central Hudson perform annual actuarial valuations as their funding requirements are based on maintaining minimum annual targets, all of which have been met. The Corporation’s investment policy is to ensure that the defined benefit pension and OPEB plan assets, together with expected contributions, are invested in a prudent and cost-effective manner to optimally meet the liabilities of the plans. The investment objective is to maximize returns in order to manage the funded status of the plans and minimize the Corporation’s cost over the long term, as measured by both cash contributions and recognized expense. Allocation of Plan Assets (weighted average %) Equities Fixed income Real estate Cash and other Fair Value of Plan Assets (in millions) 2020 Equities Fixed income Real estate Private equities Cash and other 2019 Equities Fixed income Real estate Private equities Cash and other 2020 Target Allocation 46 47 6 1 100 2020 48 45 6 1 100 Level 1 (1) Level 2 (1) Level 3 (1) $ $ $ $ 713 197 – – 8 918 622 171 – – 8 801 $ 1,163 1,580 17 – 17 $ 2,777 $ 1,050 1,445 16 – 10 $ 2,521 $ $ $ $ – – 204 20 – 224 – – 207 22 – 229 (1) See Note 27 for a description of the fair value hierarchy. The following table reconciles the changes in the fair value of plan assets that have been measured using Level 3 inputs. (in millions) Balance, beginning of year (Loss) return on plan assets Foreign currency translation Purchases, sales and settlements Balance, end of year 1 0 0 2020 229 (2) (1) (2) 224 $ $ 2019 47 46 6 1 100 Total 1,876 1,777 221 20 25 $ $ 3,919 $ $ $ $ 1,672 1,616 223 22 18 3,551 2019 215 19 (2) (3) 229 For the years ended December 31, 2020 and 2019Notes to Consolidated Financial StatementsFORTIS INC. 2020 ANNUAL REPORT Funded Status (in millions) (1) Change in benefit obligation Balance, beginning of year Service costs Employee contributions Interest costs Benefits paid Actuarial losses Past service (credits) costs/plan amendments Foreign currency translation Balance, end of year (2) (3) Change in value of plan assets Balance, beginning of year Actual return on plan assets Benefits paid Employee contributions Employer contributions Foreign currency translation Balance, end of year (4) Funded status Balance sheet presentation Long-term assets (Note 9) Current liabilities (Note 13) Long-term liabilities (Note 16) Defined Benefit Pension Plans $ 2020 3,632 98 17 113 (162) 350 – (53) $ 3,995 $ $ $ $ 3,208 444 (155) 17 62 (48) 3,528 (467) 58 (13) (512) $ (467) 2019 3,207 77 16 124 (144) 439 1 (88) 3,632 2,830 523 (138) 18 53 (78) 3,208 (424) 46 (12) (458) (424) $ $ $ $ $ $ $ OPEB Plans 2020 2019 $ $ $ $ $ $ 712 32 2 22 (27) 62 (3) (11) 789 343 55 (27) 2 28 (10) 391 (398) 8 (13) (393) $ (398) $ $ $ $ $ $ $ 655 27 2 25 (27) 46 4 (20) 712 293 62 (27) 2 28 (15) 343 (369) 17 (12) (374) (369) (1) Amounts reflect projected benefit obligation for defined benefit pension plans and accumulated benefit obligation for OPEB plans. (2) The accumulated benefit obligation, which excludes assumptions about future salary levels, for defined benefit pension plans was $3,679 million as at December 31, 2020 (2019 – $3,352 million). (3) The increases in the defined benefit pension and OPEB obligations were driven by the decrease in discount rates due to lower interest rates. (4) The increases in the defined benefit pension and OPEB plan assets were driven by market returns. For those defined benefit pension plans for which the projected benefit obligation exceeded the fair value of plan assets as at December 31, 2020, the obligation was $3,290 million compared to plan assets of $2,777 million (2019 – $2,971 million and $2,511 million, respectively). For those defined benefit pension plans for which the accumulated benefit obligation exceeded the fair value of plan assets as at December 31, 2020, the obligation was $3,037 million compared to plan assets of $2,741 million (2019 – $2,752 million and $2,478 million, respectively). For those OPEB plans for which the accumulated benefit obligation exceeded the fair value of plan assets as at December 31, 2020, the obligation was $589 million compared to plan assets of $183 million (2019 – $537 million and $151 million, respectively). 1 0 1 Notes to Consolidated Financial StatementsFORTIS INC. 2020 ANNUAL REPORT 25. EMPLOYEE FUTURE BENEFITS (cont’d) Net Benefit Cost (1) (in millions) Service costs Interest costs Expected return on plan assets Amortization of actuarial losses (gains) Amortization of past service credits/plan amendments Regulatory adjustments Defined Benefit Pension Plans $ 2020 98 113 (176) 33 (1) – $ 67 2019 77 124 (161) 24 (1) 2 65 $ $ OPEB Plans 2020 2019 $ $ 32 22 (19) (5) (2) 4 32 $ $ 27 25 (16) (4) (7) 3 28 (1) The non-service cost components of net periodic benefit cost are included in other income, net in the consolidated statements of earnings. The following table summarizes the accumulated amounts of net benefit cost that have not yet been recognized in earnings or comprehensive income and shows their classification on the consolidated balance sheets. (in millions) Unamortized net actuarial losses (gains) Unamortized past service costs Income tax recovery Accumulated other comprehensive income Net actuarial losses (gains) Past service credits Other regulatory deferrals Regulatory assets (Note 8) Regulatory liabilities (Note 8) Net regulatory assets (liabilities) Defined Benefit Pension Plans OPEB Plans 2020 2019 2020 2019 $ $ $ $ $ $ 42 1 (10) 33 517 (7) 13 523 523 – 523 $ $ $ $ $ $ 32 1 (8) 25 486 (9) 15 492 492 – 492 $ $ $ $ $ $ (1) 7 (1) 5 12 (8) 18 22 65 (43) 22 $ $ $ $ $ $ (2) 7 (1) 4 (18) (8) 19 (7) 38 (45) (7) 1 0 2 For the years ended December 31, 2020 and 2019Notes to Consolidated Financial StatementsFORTIS INC. 2020 ANNUAL REPORT The following table summarizes the components of net benefit cost recognized in comprehensive income or as regulatory assets. (in millions) Current year net actuarial losses Past service costs/plan amendments Amortization of actuarial losses Foreign currency translation Income tax recovery Total recognized in comprehensive income Current year net actuarial losses Past service costs (credits)/plan amendments Amortization of actuarial (losses) gains Amortization of past service (costs) credits Foreign currency translation Regulatory adjustments Total recognized in regulatory assets Significant Assumptions (weighted average %) Discount rate during the year (1) Discount rate as at December 31 Expected long-term rate of return on plan assets (2) Rate of compensation increase Health care cost trend increase as at December 31 (3) Defined Benefit Pension Plans OPEB Plans 2020 2019 2020 2019 $ $ $ $ 9 – 1 – (2) 8 69 – (31) 2 (7) (2) 31 $ $ $ $ Defined Benefit Pension Plans 2020 3.16 2.63 5.52 3.34 – 11 – 1 1 (5) 8 64 – (23) (1) (10) – 30 2019 4.05 3.20 5.78 3.33 – $ $ $ $ 1 – – – – 1 25 (3) 5 3 – (1) 29 OPEB Plans 2020 3.22 2.64 5.28 – 4.61 $ $ $ $ – 5 – – – 5 3 – 4 8 – (8) 7 2019 4.10 3.25 5.50 – 4.62 (1) ITC and UNS use the split discount rate methodology for determining current service and interest costs. All other subsidiaries use the single discount rate approach. (2) Developed by management using best estimates of expected returns, volatilities and correlations for each class of asset. Best estimates are based on historical performance, future expectations and periodic portfolio rebalancing among the diversified asset classes. (3) The projected 2021 weighted average health care cost trend rate is 5.91% and is assumed to decrease over the next 11 years to the weighted average ultimate health care cost trend rate of 4.61% in 2031 and thereafter. Expected Benefit Payments (in millions) 2021 2022 2023 2024 2025 2026–2030 Defined Benefit Pension Payments OPEB Payments $ 163 165 170 174 180 984 $ 27 28 30 31 32 174 During 2021 the Corporation expects to contribute $49 million for defined benefit pension plans and $33 million for OPEB plans. In 2020 the Corporation expensed $42 million (2019 – $39 million) related to defined contribution pension plans. 1 0 3 Notes to Consolidated Financial StatementsFORTIS INC. 2020 ANNUAL REPORT 26. SUPPLEMENTARY CASH FLOW INFORMATION (in millions) Cash paid (received) for Interest Income taxes Change in working capital Accounts receivable and other current assets Prepaid expenses Inventories Regulatory assets – current portion Accounts payable and other current liabilities Regulatory liabilities – current portion Non-cash investing and financing activities Accrued capital expenditures Common share dividends reinvested Contributions in aid of construction Right-of-use assets obtained in exchange for operating lease liabilities Exercise of stock options into common shares Finance leases $ $ $ $ 2020 1,027 (26) (84) (15) (36) (49) (100) (150) (434) 400 114 13 3 3 2 $ $ $ $ 2019 1,007 (37) 1 (8) (13) (75) (8) (65) (168) 382 299 15 55 5 88 27. 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 flow. Cash flow associated with the settlement of all derivatives is included in operating activities on the consolidated statements of cash flows. Energy Contracts Subject to Regulatory Deferral UNS Energy holds electricity power purchase contracts, customer supply contracts and gas swap contracts to reduce its exposure to energy price risk. Fair values are 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 are 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. 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 December 31, 2020, unrealized losses of $73 million (2019 – $119 million) were recognized as regulatory assets and unrealized gains of $17 million (2019 – $2 million) were recognized as regulatory liabilities. 1 0 4 For the years ended December 31, 2020 and 2019Notes to Consolidated Financial StatementsFORTIS INC. 2020 ANNUAL REPORT 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 is shared with customers through rate stabilization accounts. Fair values are measured using a market approach incorporating, where possible, independent third-party information. 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 are 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 and were not material for 2020 and 2019. Total Return Swaps The Corporation holds total return swaps to manage the cash flow risk associated with forecast future cash settlements of certain stock-based compensation obligations. The swaps have a combined notional amount of $113 million and terms of one to three years expiring at varying dates through January 2023. Fair value is measured using an income valuation approach based on forward pricing curves. Unrealized gains and losses associated with changes in fair value are recognized in other income, net and were not material for 2020 and 2019. Foreign Exchange Contracts The Corporation holds US dollar-denominated foreign exchange contracts to help mitigate exposure to foreign exchange rate volatility. The contracts expire at varying dates through February 2022 and have a combined notional amount of $245  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 2020 and 2019. Interest Rate Swaps ITC entered into forward-starting interest rate swaps to manage the interest rate risk associated with planned borrowings. The swaps, which had a combined notional value of $611 million, were terminated in May 2020 with the issuance of US$700 million senior notes. Realized losses of $31 million were recognized in other comprehensive income and are being reclassified to earnings as a component of interest expense over five years. 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 are recognized in other income, net and were not material for 2020 and 2019. 1 0 5 Notes to Consolidated Financial StatementsFORTIS INC. 2020 ANNUAL REPORT27. FAIR VALUE OF FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (cont’d) Recurring Fair Value Measures The following table presents derivative assets and liabilities that are accounted for at fair value on a recurring basis. (in millions) Level 1 (1) Level 2 (1) Level 3 (1) Total As at December 31, 2020 Assets Energy contracts subject to regulatory deferral (2) (3) Energy contracts not subject to regulatory deferral (2) Foreign exchange contracts and total return swaps (2) Other investments (4) Liabilities Energy contracts subject to regulatory deferral (3) (5) Energy contracts not subject to regulatory deferral (5) As at December 31, 2019 Assets Energy contracts subject to regulatory deferral (2) (3) Energy contracts not subject to regulatory deferral (2) Foreign exchange contracts, interest rate and total return swaps (2) Other investments (4) Liabilities Energy contracts subject to regulatory deferral (3) (5) Energy contracts not subject to regulatory deferral (5) $ $ $ $ $ $ $ $ – – 16 126 142 – – – – – 14 121 135 (1) – (1) $ $ $ $ $ $ $ $ 38 6 – – 44 (94) (12) (106) 22 8 4 – 34 (138) (12) (150) $ $ $ $ $ $ $ $ – – – – – – – – – – – – – – – – $ $ $ $ $ $ $ $ 38 6 16 126 186 (94) (12) (106) 22 8 18 121 169 (139) (12) (151) (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. (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 The Corporation has elected gross presentation for its derivative contracts under master netting agreements and collateral positions, which apply only to its energy contracts. The following table presents the potential offset of counterparty netting. Gross Amount Recognized in Balance Sheet Counterparty Netting of Energy Contracts Cash Collateral Received/Posted Net Amount $ $ 44 (106) 30 (151) $ $ 26 (26) 22 (22) $ $ 10 (9) 10 (2) $ $ 8 (71) (2) (127) (in millions) As at December 31, 2020 Derivative assets Derivative liabilities As at December 31, 2019 Derivative assets Derivative liabilities 1 0 6 For the years ended December 31, 2020 and 2019Notes to Consolidated Financial StatementsFORTIS INC. 2020 ANNUAL REPORT Volume of Derivative Activity As at December 31, 2020, 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. Energy contracts subject to regulatory deferral (1) Electricity swap contracts (GWh) Electricity power purchase contracts (GWh) Gas swap contracts (PJ) Gas supply contract premiums (PJ) Energy contracts not subject to regulatory deferral (1) Wholesale trading contracts (GWh) Gas swap contracts (PJ) (1) GWh means gigawatt hours and PJ means petajoules Credit Risk 2020 522 2,781 156 203 1,588 36 2019 628 3,198 168 241 1,855 43 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. As a result of the impact of the COVID-19 pandemic, certain of the Corporation’s utilities have temporarily suspended non-payment disconnects, delayed customer rate increases and deferred the recovery of costs (Note 2). The Corporation has seen an increase in accounts receivable and, accordingly, its allowance for credit losses during 2020 (Note 6). ITC has a concentration of credit risk as approximately 70% of its revenue is derived from three customers. The customers have investment-grade credit ratings and credit risk is further managed by MISO 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. Credit risk is managed by obtaining from the retailers either a cash deposit, letter of credit, an investment-grade credit rating, or a financial guarantee from an entity with an investment-grade credit rating. 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 managed 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 $88 million as at December 31, 2020 (2019 – $161 million). Hedge of Foreign Net Investments The reporting currency of ITC, UNS Energy, Central Hudson, Caribbean Utilities, FortisTCI, Belize Electric Company Limited and Belize Electricity is, or is pegged to, the US dollar. The earnings and cash flow from, and net investments in, these entities are exposed to fluctuations in the US dollar-to-Canadian dollar exchange rate. The Corporation has limited this exposure through hedging. As at December 31, 2020, US$2.3 billion (2019 – US$2.2 billion) of corporately issued US dollar-denominated long-term debt has been designated as an effective hedge of net investments, leaving approximately US$10.2 billion (2019 – US$9.7 billion) 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 December 31, 2020, the carrying value of long-term debt, including current portion, was $24.5 billion (2019 – $22.3 billion) compared to an estimated fair value of $29.1 billion (2019 – $25.3 billion). 1 0 7 Notes to Consolidated Financial StatementsFORTIS INC. 2020 ANNUAL REPORT 28. COMMITMENTS AND CONTINGENCIES As at December 31, 2020, unconditional minimum purchase obligations were as follows. (in millions) Total Year 1 Year 2 Year 3 Year 4 Year 5 Thereafter Waneta Expansion capacity agreement (1) Gas and fuel purchase obligations (2) Power purchase obligations (3) Renewable PPAs (4) ITC easement agreement (5) Debt collection agreement (6) Renewable energy credit purchase agreements (7) Other (8) $ 2,576 2,355 1,867 1,380 381 112 97 116 $ 52 679 249 102 13 3 15 48 $ 53 453 208 102 13 3 14 5 $ 54 312 188 101 13 3 16 4 $ 55 192 191 101 13 3 9 4 $ 56 124 180 101 13 3 7 3 $ 2,306 595 851 873 316 97 36 52 $ 8,884 $ 1,161 $ 851 $ 691 $ 568 $ 487 $ 5,126 (1) (2) FortisBC Electric is a party to an agreement to purchase capacity from the Waneta Expansion for 40 years, beginning April 2015. FortisBC Energy ($1,482 million): includes contracts for the purchase of gas, gas transportation and storage services, expiring in 2062. FortisBC Energy’s gas purchase obligations are based on gas commodity indices that vary with market prices and the obligations are based on index prices as at December 31, 2020. UNS Energy ($747 million): includes long-term contracts for the purchase and delivery of coal to fuel generating facilities, the purchase of gas transportation services to meet load requirements, and the purchase of transmission services for purchased power. Amounts paid for coal depend on actual quantities purchased and delivered. Certain contracts have price adjustment clauses that will affect future costs. These contracts have various expiry dates through 2040. (3) Maritime Electric ($910 million): includes an agreement entitling Maritime Electric to approximately 4.55% of the output of New Brunswick Power’s Point Lepreau nuclear generating station and requiring Maritime Electric to pay its share of the station’s capital operating costs for the life of the unit. Maritime Electric also has two take-or-pay contracts for the purchase of either capacity or energy, expiring in December 2026. FortisOntario ($599 million): an agreement with Hydro-Québec for the supply of up to 145 MW of capacity and a minimum of 537 GWh of associated energy annually through December 2030. FortisBC Electric ($295 million): an agreement with BC Hydro to purchase up to 200 MW of capacity and 1,752 GWh of associated energy annually for a 20-year term beginning October 1, 2013. TEP and UNS Electric are party to renewable PPAs, with expiry dates from 2027 through 2043, that require TEP and UNS Electric to purchase 100% of the output of certain renewable energy generating facilities and RECs associated with the output delivered once commercial operation is achieved. Amounts are the estimated future payments. ITC is party to an agreement with Consumers Energy, the primary customer of METC, which provides METC with an easement for transmission purposes and rights-of-way, leasehold interests, fee interests and licences associated with the land over which its transmission lines cross. The agreement expires in December 2050, subject to 10 potential 50-year renewals thereafter unless METC gives notice of non-renewal at least one year in advance. Maritime Electric is party to a debt collection agreement with PEI Energy Corporation for the initial capital cost of the submarine cables and associated parts of the New Brunswick transmission system interconnection. Payments under the agreement, which expires in February 2056, will be collected from customers in future rates. UNS Energy and Central Hudson are party to renewable energy credit purchase agreements, mainly for the purchase of environmental attributions from retail customers with solar installations or other renewable generation. Payments are primarily made at contractually agreed-upon intervals based on metered energy production. Includes a $24 million payment to be made in 2021 under the Oso Grande Wind Project build-transfer agreement by UNS Energy, as well as AROs and joint-use asset and shared service agreements. (4) (5) (6) (7) (8) 1 0 8 For the years ended December 31, 2020 and 2019Notes to Consolidated Financial StatementsFORTIS INC. 2020 ANNUAL REPORT Other Commitments Under a funding framework with the Governments of Ontario and Canada, Fortis will contribute a minimum of approximately $155 million of equity capital to the Wataynikaneyap Partnership, based on Fortis’ proportionate 39% ownership interest and the final regulatory-approved capital cost of the related project. In October 2019 the Wataynikaneyap Partnership entered into loan agreements to finance the project during construction. In the event a lender under the 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 total funding of $235 million. UNS Energy has joint generation performance guarantees with participants at San Juan, Four Corners, and Luna, with agreements expiring in 2022 through 2046, and at Navajo through decommissioning. The participants have guaranteed that in the event of payment default, each non-defaulting participant will bear its proportionate share of expenses otherwise payable by the defaulting participant. In exchange, the non-defaulting participants are entitled to receive their proportionate share of the generation capacity of the defaulting participant. In the case of Navajo, participants would seek financial recovery from the defaulting party. There is no maximum amount under these guarantees, except for a maximum of $318 million for Four Corners. As at December 31, 2020, there was no obligation under these guarantees. Central Hudson is a participant in an investment with other utilities to jointly develop, own and operate electric transmission projects in New York State. Central Hudson’s maximum commitment is $94 million, for which it has issued a parental guarantee. As at December 31, 2020, there was no obligation under this guarantee. As at December 31, 2020, FortisBC Holdings Inc. (“FHI”) had $69 million of parental guarantees outstanding to support storage optimization activities at Aitken Creek. Contingency In April 2013 FHI and Fortis were named as defendants in an action in the British Columbia Supreme Court 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 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 as the outcome cannot yet be reasonably determined. 1 0 9 Notes to Consolidated Financial StatementsFORTIS INC. 2020 ANNUAL REPORTHistorical Financial Summary Statements of Earnings (in $ millions) Revenue Energy supply costs and operating expenses Depreciation and amortization Gain on disposition Other income, net Finance charges Income tax expense Earnings from continuing operations Earnings from discontinued operations, net of tax Extraordinary gain, net of tax Net earnings Net earnings attributable to non-controlling interests Net earnings attributable to preference equity shareholders Net earnings attributable to common equity shareholders Balance Sheets (in $ millions) Current assets Property, plant and equipment, non-utility capital assets(2) and intangible assets Goodwill Other long-term assets Total assets Current liabilities Long-term debt (excluding current portion) Other long-term liabilities Total liabilities Total equity Cash Flows (in $ millions) Operating activities Investing activities Financing activities, excluding dividends Dividends Financial Statistics Return on average book common shareholders’ equity (%) Capitalization Ratios (%) (year end) Total debt and finance leases (net of cash) Preference shares Common shareholders’ equity Interest Coverage (x) Debt All fixed charges Total capital expenditures (in $ millions) Common share data Book value per share (year end) ($) Average common shares outstanding (in millions) Basic earnings per common share ($) Dividends declared per common share ($) Dividends paid per common share ($) Dividend payout ratio (%) Price earnings ratio (x) Share trading summary (TSX) High price ($) Low price ($) Closing price ($) Volume (in thousands) 2020 8,935 4,999 1,428 – 154 1,042 231 1,389 – – 1,389 115 65 1,209 2,612 37,289 11,792 3,788 55,481 4,148 23,113 7,936 35,197 20,284 2,701 (4,132) 2,243 (916) 7.12 56.8 3.7 39.5 2.4 2.4 4,177 36.58 464.8 2.60 1.965 1.9375 74.5 20.0 59.28 41.52 52.00 441,457 2019 (1) 8,783 4,972 1,350 577 138 1,035 289 1,852 – – 1,852 130 67 1,655 2,574 35,248 12,004 3,578 53,404 4,176 21,501 7,614 33,291 20,113 2,663 (2,768) 788 (634) 10.40 55.1 4.0 40.9 2.9 2.9 3,818 36.49 436.8 3.79 1.855 1.8275 48.2 14.2 56.94 44.00 53.88 297,490 2018 8,390 4,782 1,243 – 60 974 165 1,286 – – 1,286 120 66 1,100 3,261 33,957 12,530 3,303 53,051 4,252 23,159 7,184 34,595 18,456 2,604 (3,252) 1,254 (610) 7.78 59.7 3.9 36.4 2.3 2.3 3,218 34.80 424.7 2.59 1.75 1.725 66.6 17.6 47.36 39.38 45.51 269,284 (1) Results were impacted by non-recurring items, largely associated with the disposition of the Waneta Expansion in 2019, the acquisition of ITC in 2016, the sale of non-core assets in 2015, the acquisition of UNS Energy in 2014 and the acquisition of Central Hudson in 2013. (2) Non-utility capital assets were sold as part of the sale of commercial real estate and hotel assets in 2015. 1 1 0 2017 8,301 4,611 1,179 – 116 914 588 1,125 – – 1,125 97 65 963 2,207 30,749 11,644 3,222 47,822 3,504 20,691 6,878 31,073 16,749 2,756 (3,025) 932 (593) 7.31 59.2 4.4 36.4 2.7 2.7 3,024 31.77 415.5 2.32 1.65 1.625 70.0 19.9 48.73 40.59 46.11 2016 (1) 6,838 4,372 983 – 53 678 145 713 – – 713 53 75 585 2,166 30,348 12,364 3,026 47,904 3,944 20,817 6,693 31,454 16,450 1,884 (6,891) 5,491 (441) 5.56 60.6 4.4 35.0 2.1 2.1 2,061 32.31 308.9 1.89 1.55 1.525 80.7 21.9 44.87 35.53 41.46 2015 (1) 6,757 4,465 873 – 197 553 223 840 – – 840 35 77 728 1,857 20,136 4,173 2,638 28,804 2,638 10,784 5,029 18,451 10,353 1,673 (1,368) (14) (332) 9.75 54.8 8.3 36.9 2.7 2.7 2,243 28.62 278.6 2.61 1.43 1.40 53.6 14.3 42.23 34.16 37.41 2014 (1) 5,401 3,690 688 – (25) 547 66 385 5 – 390 11 62 317 1,787 18,304 3,732 2,410 26,233 2,676 9,911 4,534 17,121 9,112 982 (4,199) 3,627 (266) 5.45 56.4 9.1 34.5 1.6 1.6 1,725 24.89 225.6 1.41 1.30 1.28 90.8 27.6 40.83 29.78 38.96 2013 (1) 4,047 2,654 541 – (31) 389 32 400 – 20 420 10 57 353 1,296 12,612 2,075 1,925 17,908 2,084 6,424 3,024 11,532 6,376 899 (2,164) 1,434 (248) 8.06 56.2 9.0 34.8 1.9 1.9 1,175 22.38 202.5 1.74 1.25 1.24 71.3 17.5 35.14 29.51 30.45 2012 3,654 2,390 470 – 4 366 61 371 – – 371 9 47 315 1,093 10,574 1,568 1,715 14,950 1,350 5,741 2,449 9,540 5,410 992 (1,096) 396 (225) 8.06 55.3 9.7 35.0 2.0 2.0 1,146 20.84 190.0 1.66 1.21 1.20 72.3 20.6 34.98 31.70 34.22 2011 3,738 2,547 416 – 38 363 84 366 – – 366 9 46 311 1,132 9,937 1,565 1,580 14,214 1,305 5,685 2,281 9,271 4,943 915 (1,115) 386 (206) 8.79 57.1 8.3 34.6 2.0 2.0 1,171 20.25 181.6 1.71 1.17 1.16 67.8 19.5 35.45 28.24 33.37 205,261 293,991 172,038 174,566 120,470 115,962 126,341 FORTIS INC. 2020 ANNUAL REPORTProperty, plant and equipment, non-utility capital assets(2) and intangible assets Statements of Earnings (in $ millions) Revenue Energy supply costs and operating expenses Depreciation and amortization Gain on disposition Other income, net Finance charges Income tax expense Earnings from continuing operations Earnings from discontinued operations, net of tax Extraordinary gain, net of tax Net earnings Net earnings attributable to non-controlling interests Net earnings attributable to preference equity shareholders Net earnings attributable to common equity shareholders Balance Sheets (in $ millions) Current assets Long-term debt (excluding current portion) Goodwill Other long-term assets Total assets Current liabilities Other long-term liabilities Total liabilities Total equity Cash Flows (in $ millions) Operating activities Investing activities Dividends Financial Statistics Financing activities, excluding dividends Return on average book common shareholders’ equity (%) Capitalization Ratios (%) (year end) Total debt and finance leases (net of cash) Preference shares Common shareholders’ equity Interest Coverage (x) Debt All fixed charges Total capital expenditures (in $ millions) Common share data Book value per share (year end) ($) Average common shares outstanding (in millions) Basic earnings per common share ($) Dividends declared per common share ($) Dividends paid per common share ($) Dividend payout ratio (%) Price earnings ratio (x) Share trading summary (TSX) High price ($) Low price ($) Closing price ($) Volume (in thousands) 2020 8,935 4,999 1,428 – 154 1,042 231 1,389 – – 1,389 115 65 1,209 2,612 37,289 11,792 3,788 55,481 4,148 23,113 7,936 35,197 20,284 2,701 (4,132) 2,243 (916) 7.12 56.8 3.7 39.5 2.4 2.4 4,177 36.58 464.8 2.60 1.965 1.9375 74.5 20.0 59.28 41.52 52.00 441,457 2019 (1) 8,783 4,972 1,350 577 138 1,035 289 1,852 – – 1,852 130 67 1,655 2,574 35,248 12,004 3,578 53,404 4,176 21,501 7,614 33,291 20,113 2,663 (2,768) 788 (634) 10.40 55.1 4.0 40.9 2.9 2.9 3,818 36.49 436.8 3.79 1.855 1.8275 48.2 14.2 56.94 44.00 53.88 297,490 2018 8,390 4,782 1,243 – 60 974 165 1,286 – – 1,286 120 66 1,100 3,261 33,957 12,530 3,303 53,051 4,252 23,159 7,184 34,595 18,456 2,604 (3,252) 1,254 (610) 7.78 59.7 3.9 36.4 2.3 2.3 3,218 34.80 424.7 2.59 1.75 1.725 66.6 17.6 47.36 39.38 45.51 269,284 (1) Results were impacted by non-recurring items, largely associated with the disposition of the Waneta Expansion in 2019, the acquisition of ITC in 2016, the sale of non-core assets in 2015, the acquisition of UNS Energy in 2014 and the acquisition of Central Hudson in 2013. (2) Non-utility capital assets were sold as part of the sale of commercial real estate and hotel assets in 2015. Historical Financial Summary 2017 8,301 4,611 1,179 – 116 914 588 1,125 – – 1,125 97 65 963 2,207 30,749 11,644 3,222 47,822 3,504 20,691 6,878 31,073 16,749 2,756 (3,025) 932 (593) 7.31 59.2 4.4 36.4 2.7 2.7 3,024 31.77 415.5 2.32 1.65 1.625 70.0 19.9 48.73 40.59 46.11 205,261 2016 (1) 6,838 4,372 983 – 53 678 145 713 – – 713 53 75 585 2,166 30,348 12,364 3,026 47,904 3,944 20,817 6,693 31,454 16,450 1,884 (6,891) 5,491 (441) 5.56 60.6 4.4 35.0 2.1 2.1 2,061 32.31 308.9 1.89 1.55 1.525 80.7 21.9 44.87 35.53 41.46 293,991 2015 (1) 6,757 4,465 873 – 197 553 223 840 – – 840 35 77 728 1,857 20,136 4,173 2,638 28,804 2,638 10,784 5,029 18,451 10,353 1,673 (1,368) (14) (332) 9.75 54.8 8.3 36.9 2.7 2.7 2,243 28.62 278.6 2.61 1.43 1.40 53.6 14.3 42.23 34.16 37.41 172,038 2014 (1) 5,401 3,690 688 – (25) 547 66 385 5 – 390 11 62 317 1,787 18,304 3,732 2,410 26,233 2,676 9,911 4,534 17,121 9,112 982 (4,199) 3,627 (266) 5.45 56.4 9.1 34.5 1.6 1.6 1,725 24.89 225.6 1.41 1.30 1.28 90.8 27.6 40.83 29.78 38.96 174,566 2013 (1) 4,047 2,654 541 – (31) 389 32 400 – 20 420 10 57 353 1,296 12,612 2,075 1,925 17,908 2,084 6,424 3,024 11,532 6,376 899 (2,164) 1,434 (248) 8.06 56.2 9.0 34.8 1.9 1.9 1,175 22.38 202.5 1.74 1.25 1.24 71.3 17.5 35.14 29.51 30.45 120,470 2012 3,654 2,390 470 – 4 366 61 371 – – 371 9 47 315 1,093 10,574 1,568 1,715 14,950 1,350 5,741 2,449 9,540 5,410 992 (1,096) 396 (225) 8.06 55.3 9.7 35.0 2.0 2.0 1,146 20.84 190.0 1.66 1.21 1.20 72.3 20.6 2011 3,738 2,547 416 – 38 363 84 366 – – 366 9 46 311 1,132 9,937 1,565 1,580 14,214 1,305 5,685 2,281 9,271 4,943 915 (1,115) 386 (206) 8.79 57.1 8.3 34.6 2.0 2.0 1,171 20.25 181.6 1.71 1.17 1.16 67.8 19.5 34.98 31.70 34.22 115,962 35.45 28.24 33.37 126,341 1 1 1 FORTIS INC. 2020 ANNUAL REPORTInvestor Information Expected Dividend* and Earnings Release Dates Dividend Record Dates May 17, 2021 November 18, 2021 August 19, 2021 February 15, 2022 Dividend Payment Dates June 1, 2021 December 1, 2021 September 1, 2021 March 1, 2022 Earnings Release Dates May 5, 2021 October 29, 2021 July 29, 2021 February 11, 2022 * The setting of dividend record dates and the declaration and payment of dividends are subject to the Board of Directors’ approval. Transfer Agent and Registrar Computershare Trust Company of Canada (“Computershare” or “Transfer Agent”) is responsible for the maintenance of shareholder records and the issuance, transfer and cancellation of stock certificates. Transfers can be effected at its Montreal and Toronto offices in Canada and at the co-transfer agent’s Canton, MA, Jersey City, NJ, and Louisville, KY offices in the United States. Computershare also distributes dividends and shareholder communications. Inquiries with respect to these matters and corrections to shareholder information should be addressed to the Transfer Agent. Computershare Trust Company of Canada 8th Floor, 100 University Avenue, Toronto, ON M5J 2Y1 T: 514.982.7555 or 1.866.586.7638 F: 416.263.9394 or 1.888.453.0330 W: www.investorcentre.com/fortisinc Computershare Trust Company N.A. Attn: Stock Transfer Department Overnight Mail Delivery: 462 South 4th Street, Louisville, KY 40202 Regular Mail Delivery: P.O. Box 505005, Louisville, KY 40233-5005 T: 303.262.0600 or 1.800.962.4284 Direct Deposit of Dividends Shareholders may arrange for automatic electronic deposit of dividends to their designated Canadian and U.S. financial institutions by contacting the Transfer Agent. Duplicate Annual Reports While every effort is made to avoid duplications, some shareholders may receive extra reports as a result of multiple share registrations. Shareholders wishing to consolidate these accounts should contact the Transfer Agent. Eligible Dividend Designation For purposes of the enhanced dividend tax credit rules contained in the Income Tax Act (Canada) and any corresponding provincial and territorial tax legislation, all dividends paid on common and preferred shares after December 31, 2005 by Fortis to Canadian residents are designated as “eligible dividends.” Unless stated otherwise, all dividends paid by Fortis hereafter are designated as “eligible dividends” for the purposes of such rules. Annual Meeting Thursday, May 6, 2021 – 10:30 a.m. NDT To be held virtually Dividend Reinvestment Plan Fortis offers a Dividend Reinvestment Plan (“DRIP”) as a convenient method for Common Shareholders to increase their investments in Fortis. Participants have dividends plus any optional contributions (minimum of $100, maximum of $30,000 annually) automatically deposited in the plan to purchase additional Common Shares. Shares can be purchased quarterly on March 1, June 1, September 1 and December 1 at the average market price then prevailing on the Toronto Stock Exchange. The DRIP currently offers a 2% discount on the purchase of Common Shares, issued from treasury, with the reinvested dividends. Inquiries should be directed to the Transfer Agent. Share Listings The Common Shares; First Preference Shares, Series F; First Preference Shares, Series G; First Preference Shares, Series H; First Preference Shares, Series I; First Preference Shares, Series J; First Preference Shares, Series K; and First Preference Shares, Series M of Fortis Inc. are listed on the Toronto Stock Exchange and trade under the ticker symbols FTS, FTS.PR.F, FTS.PR.G, FTS.PR.H, FTS.PR.I, FTS.PR.J, FTS.PR.K and FTS.PR.M, respectively. The Common Shares are also listed on the New York Stock Exchange and trade under the ticker symbol FTS. Valuation Day For capital gains purposes, the valuation day prices are as follows: December 22, 1971 February 22, 1994 $1.531 $7.156 Analyst and Investor Inquiries T: 709.737.2900 F: 709.737.5307 E: investorrelations@fortisinc.com 1 1 2 F O R T I S I N C . 2 0 2 0 A N N U A L R E P O R T Fortis Inc. Executive David G. Hutchens President and Chief Executive Officer Jocelyn H. Perry Executive Vice President, Chief Financial Officer Nora M. Duke Executive Vice President, Sustainability and Chief Human Resource Officer James P. Laurito Executive Vice President, Business Development and Chief Technology Officer James R. Reid Executive Vice President, Chief Legal Officer and Corporate Secretary Gary J. Smith Executive Vice President, Eastern Canadian and Caribbean Operations Stephanie A. Amaimo Vice President, Investor Relations Karen J. Gosse Vice President, Treasury and Planning Ronald J. Hinsley Vice President, Chief Information Officer Karen M. McCarthy Vice President, Communications and Corporate Affairs Regan P. O’Dea Vice President, General Counsel James D. Roberts Vice President, Controller Photography: David Howells, St. John’s, NL David Sanders, Tucson, AZ Design and Production: m5 Marketing Communications, St. John’s, NL www.m5.ca Moveable Inc., Toronto, ON www.moveable.com Printer: The Lowe-Martin Group, Ottawa, ON Board of Directors Douglas J. Haughey Q X H Chair of the Board, Fortis Inc. Calgary, Alberta Tracey C. Ball Q H Corporate Director Victoria, British Columbia Pierre J. Blouin X H Corporate Director Montreal, Quebec Paul J. Bonavia X H Corporate Director Dallas, Texas Lawrence T. Borgard Q X Corporate Director Naples, Florida Maura J. Clark Q H Corporate Director New York, New York Margarita K. Dilley Q X Corporate Director Washington, D.C. Julie A. Dobson X H Corporate Director Potomac, Maryland David G. Hutchens President and CEO, Fortis Inc. Tucson, Arizona Jo Mark Zurel Q X Corporate Director St. John’s, Newfoundland and Labrador Q Audit Committee X Human Resources Committee H Governance and Sustainability Committee For Board of Directors’ biographies, please visit www.fortisinc.com. F O R T I S I N C . 2 0 2 0 A N N U A L R E P O R T Strength in Connections Fortis Place | Suite 1100, 5 Springdale Street | PO Box 8837 | St. John’s, NL, Canada A1B 3T2 T: 709.737.2800 | F: 709.737.5307 | www.fortisinc.com | TSX NYSE: FTS info@fortisinc.com | @Fortis_NA | Fortis Inc. 2020 ANNUAL REPORT 

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