** **

**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

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**FORM 40-F/A**

 

**(Amendment No. 1)**

 

**o****REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934**

 

**OR**

 

**x****ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

 

**For the fiscal year ended December 31, 2016**

 

**Commission file number: 001-37915**

 

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**FORTIS INC.**

(Exact name of Registrant as specified in its charter)

 

| **Newfoundland   and Labrador, Canada**                               |   | **4911**                                                     |   | **98-0352146**                            |
|-----------------------------------------------------------------------|--------|--------------------------------------------------------------|--------|-------------------------------------------|
| (Province of other   jurisdiction of   incorporation or organization) |   | (Primary Standard   Industrial Classification   Code Number) |   | (I.R.S. Employer   Identification Number) |

 

**Fortis Place, Suite 1100**

**5 Springdale Street**

**St. John’s, Newfoundland and Labrador**

**Canada A1E 0E4**

(Address and telephone number of Registrant’s principal executive offices)

 

**CT Corporation System**

**111 Eighth Avenue**

**New York, New York 10011**

**(212) 590-9070**

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

 

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Securities registered or to be registered pursuant to Section 12(b) of the Act:

 

| **Common   Shares, without par value** |   | **New York   Stock Exchange**       |
|----------------------------------------|--------|------------------------------------------|
| (Title of Class)                       |   | (Name of exchange on   which registered) |

 

Securities registered or to be registered pursuant to Section 12(g) of the Act:

 

**None**

(Title of Class)

 

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

 

**None**

(Title of Class)

 

For annual reports, indicate by check mark the information filed with this Form:

 

o Annual information form       o Audited annual financial statements

 

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

 

401,486,414 Common Shares as of December 31, 2016

 

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

 

Yes x    No o

 

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).

 

Yes o    No o

 

 

 

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**EXPLANATORY NOTE**

 

Fortis Inc. (the “Corporation”) is filing this Form 40-F/A to the Corporation’s Annual Report on Form 40-F, dated February 16, 2017 (the “Form 40-F”), for the sole purpose of re-filing the consent from its independent auditor which inadvertently failed to consent to the incorporation by reference of their audit report contained in the Form 40-F into the Corporation’s effective registration statements filed with the SEC.

 

Other than the correction to the consent included as Exhibit 99.8, no other changes have been made to the Form 40-F. This Form 40-F/A speaks as of the original time of filing the Form 40-F, does not reflect events that may have occurred subsequent to such filing, and does not modify or update in any way disclosures made in the Form 40-F.

 

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**EXHIBIT INDEX**

 
| **Exhibit** | ** ** | **Description**                                                                                    |
|-------------|------------|----------------------------------------------------------------------------------------------------|
| 99.1*       |       | Annual Information   Form of the Corporation for the fiscal year ended December 31, 2016 |
| 99.2*       |       | Audited Consolidated   Financial Statements for the fiscal year ended December 31, 2016       |
| 99.3*       |       | Management’s Discussion   and Analysis for the fiscal year ended December 31, 2016       |
| 99.4*       |       | Chief Executive Officer   certification required by Rule 13a-14(a)                            |
| 99.5*       |       | Chief Financial Officer   certification required by Rule 13a-14(a)                            |
| 99.6*       |       | Chief Executive Officer   certification required by Rule 13a-14(b)                            |
| 99.7*       |       | Chief Financial Officer   certification required by Rule 13a-14(b)                            |
| 99.8        |       | Consent of Independent   Registered Public Accounting Firm                                         |
| 99.9*       |       | Amendment to the   Corporation’s Code of Business Conduct and Ethics Policy                   |

 

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*Previously filed with the Commission.

 

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**SIGNATURES**

 

Pursuant to the requirements of the Exchange Act, the Corporation certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this amendment to the annual report to be signed on its behalf by the undersigned, thereto duly authorized.

 
|                       | **FORTIS   INC.** |
|----------------------------|-------------------|
|                       |              |   |
|                       |              |   |
|                       | By:               | /s/ Karl W. Smith |
|                       |              | Karl W. Smith**** |
| Date:   March 1, 2017 |              | Executive Vice President,   Chief Financial Officer |

 

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