Fortis Inc. ("Fortis" or the "Corporation") (TSX:FTS) achieved first quarter net
earnings attributable to common equity shareholders of $117 million, or $0.67
per common share, compared to $100 million, or $0.58 per common share, for the
first quarter of 2010. 


Performance for the quarter was driven by the Corporation's regulated utilities
in western Canada.


Canadian Regulated Gas Utilities contributed earnings of $76 million, up $3
million from the first quarter of 2010. The improvement reflected growth in
utility infrastructure investment, reduced amortization costs and higher
capitalized finance charges, partially offset by the timing of and increase in
operating expenses. Due to the seasonality of the business, most of the earnings
of the gas utilities are realized in the first and fourth quarters. FortisBC's
gas business expects to file its 2012-2013 rate application this month. 


"We are excited about the heightened focus on natural gas in North America,
especially regarding its potential use in the transportation sector," says Stan
Marshall, President and Chief Executive Officer, Fortis Inc. 


Canadian Regulated Electric Utilities contributed earnings of $53 million, up
$13 million from the first quarter of 2010, mainly related to FortisAlberta and
FortisBC's electricity business. Earnings increased at FortisAlberta due to
growth in utility infrastructure investment, the timing of recording in 2010 the
cumulative impact of the 2010-2011 regulatory rate decision, a $1 million gain
on the sale of property and higher energy deliveries. The cumulative impact of
the 2010-2011 regulatory rate decision was recorded during the third quarter of
2010 when the decision was received. Earnings at FortisBC's electricity business
improved mainly as a result of growth in utility infrastructure investment and
higher electricity sales. Electricity sales during the first quarter of 2010
were lower than average due to warmer temperatures during that period. With
regard to regulatory matters, in March FortisAlberta filed its 2012-2013 rate
application, which includes proposed gross capital expenditures of more than
$775 million over the two-year period. FortisBC's electricity business expects
to file its 2012-2013 rate application this summer. 


Caribbean Regulated Electric Utilities contributed $4 million, consistent with
earnings for the first quarter of 2010. There was no earnings' contribution from
Belize Electricity during the first quarter of 2011. In March the Supreme Court
of Belize dismissed Belize Electricity's appeal of the regulator's June 2008
Final Rate Decision. The Company is in the process of filing an appeal of the
trial judgment with the Belize Court of Appeal.


Non-Regulated Fortis Generation contributed $3 million to earnings, up $1
million from the first quarter of 2010 due to contribution from the Vaca
hydroelectric generating facility in Belize, which was commissioned in late
March 2010. 


Fortis Properties delivered earnings of $1 million compared to $2 million for
the first quarter of 2010, reflecting lower occupancies at hotel operations in
western Canada and increased amortization costs due to ongoing capital
investment. 


Corporate and other expenses were $20 million, $1 million lower quarter over
quarter mainly due to reduced operating expenses. Higher operating expenses
incurred in the first quarter of 2010 related to business development costs.


Common shareholders of Fortis received a dividend of 29 cents per common share
on March 1, 2011, up from 28 cents in the fourth quarter of 2010. The 3.6%
increase in the quarterly common share dividend translates to an annualized
dividend of $1.16 and extends the Corporation's record of annual common share
dividend increases to 38 consecutive years, the longest record of any public
corporation in Canada. 


Consolidated capital expenditures, before customer contributions, were
approximately $233 million in the first quarter of 2011. Much of the
Corporation's consolidated capital expenditure program is being driven by the
regulated utilities in western Canada and the non-regulated Waneta hydroelectric
generation expansion project in British Columbia, in which Fortis holds a 51%
controlling interest. At FortisBC's gas business, construction of the liquefied
natural gas storage facility on Vancouver Island, at an estimated cost of $214
million, is expected to be completed in the next several weeks, with the
facility to be filled later in the year. The $110 million project to bring all
gas customer-care functions in-house with company-owned call centres and a new
customer information system should be in place by January 2012. FortisBC's
electricity business expects to substantially complete its $106 million Okanagan
Transmission Reinforcement Project in 2011. FortisAlberta has substantially
completed its $126 million Automated Meter Project, which involved the
replacement of approximately 466,000 conventional meters. Work continues on the
$900 million Waneta Expansion Project, which is expected to be completed in
spring 2015. 


Cash flow from operating activities was $299 million for the quarter, up $98
million from the same quarter last year, driven by higher earnings, the
collection from customers of higher amortization costs and favourable changes in
working capital and regulatory deferral accounts.


"The most recent regulatory decisions received by our Canadian utilities provide
continuing stability in 2011," says Marshall. "Our utilities are focused on
operations and meeting the energy needs of customers. Our five-year capital
program, including the Waneta Expansion Project, is expected to total $5.5
billion, driving growth in earnings and dividends," he explains.


"Fortis continues to pursue acquisitions for profitable growth, focusing on
electric and gas utilities in the United States and Canada," concludes Marshall.



Interim Management Discussion and Analysis
For the three months ended March 31, 2011
Dated May 4, 2011

FORWARD-LOOKING STATEMENT

The following Management Discussion and Analysis ("MD&A") should be read in
conjunction with the Fortis Inc. ("Fortis" or the "Corporation") interim
unaudited consolidated financial statements and notes thereto for the three
months ended March 31, 2011 and the MD&A and audited consolidated financial
statements for the year ended December 31, 2010 included in the Corporation's
2010 Annual Report. The MD&A has been prepared in accordance with National
Instrument 51-102 - Continuous Disclosure Obligations. Financial information in
the MD&A has been prepared in accordance with Canadian generally accepted
accounting principles ("Canadian GAAP") and is presented in Canadian dollars
unless otherwise specified.


Fortis includes forward-looking information in the MD&A within the meaning of
applicable securities laws in Canada ("forward-looking information"). The
purpose of the forward-looking information is to provide management's
expectations regarding the Corporation's future growth, results of operations,
performance, business prospects and opportunities, and it may not be appropriate
for other purposes. All forward-looking information is given pursuant to the
safe harbour provisions of applicable Canadian securities legislation. The words
"anticipates", "believes", "budgets", "could", "estimates", "expects",
"forecasts", "intends", "may", "might", "plans", "projects", "schedule",
"should", "will", "would" and similar expressions are often intended to identify
forward-looking information, although not all forward-looking information
contains these identifying words. The forward-looking information reflects
management's current beliefs and is based on information currently available to
the Corporation's management. The forward-looking information in the MD&A
includes, but is not limited to, statements regarding: the expected timing of
filing of regulatory applications and of receipt of regulatory decisions; the
expectation that cash required to complete subsidiary capital expenditure
programs will be sourced from a combination of cash from operations, borrowings
under credit facilities, equity injections from Fortis and long-term debt
issues; the expected timing of the close of the sale of the joint-use poles at
Newfoundland Power; consolidated forecast gross capital expenditures for 2011
and in total over the five-year period 2011 through 2015; the expectation that
the Corporation's significant capital program should drive growth in earnings
and dividends; expected consolidated long-term debt maturities and repayments on
average annually over the next five years; except for debt at Belize Electricity
and Exploits River Hydro Partnership ("Exploits Partnership"), the expectation
that the Corporation and its subsidiaries will remain compliant with debt
covenants during 2011; no expected material adverse credit rating actions in the
near term; the expectation that Fortis will become a U.S. Securities and
Exchange Commission Issuer by December 31, 2011;


and the expected impact of the transition to United States generally accepted
accounting principles. The forecasts and projections that make up the
forward-looking information are based on assumptions which include, but are not
limited to: the receipt of applicable regulatory approvals and requested rate
orders; no significant operational disruptions or environmental liability due to
a catastrophic event or environmental upset caused by severe weather, other acts
of nature or other major event; the continued ability to maintain the gas and
electricity systems to ensure their continued performance; no material capital
project and financing cost overrun related to the construction of the Waneta
hydroelectric generation expansion project; no significant decline in capital
spending in 2011; no severe and prolonged downturn in economic conditions;
sufficient liquidity and capital resources; the continuation of
regulator-approved mechanisms to flow through the commodity cost of natural gas
and energy supply costs in customer rates; the ability to hedge exposures to
fluctuations in interest rates, foreign exchange rates and natural gas commodity
prices; no significant variability in interest rates; no significant
counterparty defaults; the continued competitiveness of natural gas pricing when
compared with electricity and other alternative sources of energy; the continued
availability of natural gas supply; the continued ability to fund defined
benefit pension plans; the absence of significant changes in government energy
plans and environmental laws that may materially affect the operations and cash
flows of the Corporation and its subsidiaries; maintenance of adequate insurance
coverage; the ability to obtain and maintain licences and permits; retention of
existing service areas;


maintenance of information technology infrastructure; favourable relations with
First Nations; favourable labour relations; and sufficient human resources to
deliver service and execute the capital program. The forward-looking information
is subject to risks, uncertainties and other factors that could cause actual
results to differ materially from historical results or results anticipated by
the forward-looking information. Factors which could cause results or events to
differ from current expectations include, but are not limited to: regulatory
risk; operating and maintenance risks; capital project budget overrun,
completion and financing risk in the Corporation's non-regulated business;
economic conditions; capital resources and liquidity risk; weather and
seasonality; commodity price risk; derivative financial instruments and hedging;
interest rate risk; counterparty risk; competitiveness of natural gas; natural
gas supply; defined benefit pension plan performance and funding requirements;
risks related to the development of the FortisBC Energy (Vancouver Island) Inc.
franchise; environmental risks; insurance coverage risk; loss of licences and
permits; loss of service area; the risk of transition to new accounting
standards that do not recognize the impact of rate-regulation; changes in tax
legislation; information technology infrastructure; an ultimate resolution of
the expropriation of the assets of the Exploits Partnership that differs from
what is currently expected by management; an unexpected outcome of legal
proceedings currently against the Corporation; relations with First Nations;
labour relations; and human resources. For additional information with respect
to the Corporation's risk factors, reference should be made to the Corporation's
continuous disclosure materials filed from time to time with Canadian securities
regulatory authorities and to the heading "Business Risk Management" in the MD&A
for the three months ended March 31, 2011 and for the year ended December 31,
2010.


All forward-looking information in the MD&A is qualified in its entirety by the
above cautionary statements and, except as required by law, the Corporation
undertakes no obligation to revise or update any forward-looking information as
a result of new information, future events or otherwise after the date hereof.


CORPORATE OVERVIEW 

Fortis is the largest investor-owned distribution utility in Canada, serving
approximately 2,100,000 gas and electricity customers. Its regulated holdings
include electric utilities in five Canadian provinces and three Caribbean
countries and a natural gas utility in British Columbia, Canada. Fortis owns
non-regulated generation assets, primarily hydroelectric, across Canada and in
Belize and Upper New York State, and hotels and commercial office and retail
space primarily in Atlantic Canada. Year-to-date March 31, 2011, the
Corporation's electricity distribution systems met a combined peak demand of
approximately 5,014 megawatts ("MW") and its gas distribution system met a peak
day demand of 1,210 terajoules ("TJ"). For additional information on the
Corporation's business segments, refer to Note 1 to the Corporation's interim
unaudited consolidated financial statements for the three months ended March 31,
2011 and to the Corporate Overview section of the MD&A for the year ended
December 31, 2010. 


The key goals of the Corporation's regulated utilities are to operate sound gas
and electricity distribution systems, deliver gas and electricity safely and
reliably at the lowest reasonable cost and conduct business in an
environmentally responsible manner. The Corporation's main business, utility
operations, is highly regulated and the earnings of the Corporation's regulated
utilities are primarily determined under cost of service ("COS") regulation. 


Generally under COS regulation, the respective regulatory authority sets
customer gas and electricity rates to permit a reasonable opportunity for the
utility to recover, on a timely basis, estimated costs of providing service to
customers, including a fair rate of return on a regulatory deemed or targeted
capital structure applied to an approved regulatory asset value ("rate base").
Generally, the ability of a regulated utility to recover prudently incurred
costs of providing service and to earn the regulatory approved rate of return on
common shareholders' equity ("ROE") and/or rate of return on rate base assets
("ROA") depends on the utility achieving the forecasts established in the
rate-setting processes. As such, earnings of regulated utilities are generally
impacted by: (i) changes in the regulator-approved allowed ROE or ROA; (ii)
changes in rate base; (iii) changes in energy sales or gas delivery volumes;
(iv) changes in the number and composition of customers; (v) variances between
actual expenses incurred and forecast expenses used to determine revenue
requirements and set customer rates; and (vi) timing differences, within an
annual financial reporting period, between when actual expenses are incurred and
when they are recovered from customers in rates. When forward test years are
used to establish revenue requirements and set base customer rates, these rates
are not adjusted as a result of actual COS being different from that which is
estimated, other than for certain prescribed costs that are eligible for
deferral account treatment. In addition, the Corporation's regulated utilities,
where applicable, are permitted by their respective regulatory authority to flow
through to customers, without markup, the cost of natural gas, fuel and/or
purchased power through customer rates and/or the use of rate stabilization and
other mechanisms. 


Effective March 1, 2011, the Terasen Gas companies were renamed to commence
operating under a common brand identity with FortisBC in British Columbia,
Canada. As a result, Terasen Gas Inc. is now FortisBC Energy Inc. ("FEI"),
Terasen Gas (Vancouver Island) Inc. is now FortisBC Energy (Vancouver Island)
Inc. ("FEVI") and Terasen Gas (Whistler) Inc. is now FortisBC Energy (Whistler)
Inc. ("FEWI"), now collectively referred to as the FortisBC Energy companies.


FINANCIAL HIGHLIGHTS 

Fortis has adopted a strategy of profitable growth with earnings per common
share as the primary measure of performance. The Corporation's business is
segmented by franchise area and, depending on regulatory requirement, by the
nature of the assets. Key financial highlights for the first quarters ended
March 31, 2011 and March 31, 2010 are provided in the following table. 




--------------------------------------------------------------------------
                                                                          
Consolidated Financial Highlights                                         
 (Unaudited)                                        Quarter Ended March 31
($ millions, except for share data)           2011        2010    Variance
--------------------------------------------------------------------------
--------------------------------------------------------------------------
Revenue                                      1,164       1,073          91
Energy Supply Costs                            603         552          51
Operating Expenses                             213         202          11
Amortization                                   103          94           9
Finance Charges                                 90          90           -
Corporate Taxes                                 30          28           2
--------------------------------------------------------------------------
Net Earnings                                   125         107          18
--------------------------------------====================================
Net Earnings Attributable to:                                             
  Non-Controlling Interests                      1           1           -
  Preference Equity Shareholders                 7           6           1
  Common Equity Shareholders                   117         100          17
--------------------------------------------------------------------------
                                               125         107          18
--------------------------------------====================================
                                                                          
Basic Earnings per Common Share ($)           0.67        0.58        0.09
Diluted Earnings per Common Share ($)         0.65        0.56        0.09
Weighted Average Number of Common                                         
 Shares Outstanding (millions)               175.0       171.6         3.4
                                                                          
--------------------------------------------------------------------------
Cash Flow from Operating Activities            299         201          98
--------------------------------------------------------------------------
--------------------------------------------------------------------------



Factors Contributing to Revenue Variance

Favourable



--  Gas and energy sales growth, mainly due to weather-related increases in
    consumption, and growth in the number of customers mainly at
    FortisAlberta 
--  The timing of recording in 2010 the cumulative impact of revenue
    requirements decisions received in 2010 at FortisAlberta and FEWI. The
    impacts of the rate decisions were recorded during the third quarter of
    2010 when the decisions were received. 
--  An increase in gas delivery rates and the base component of electricity
    rates at several of the utilities, reflecting ongoing investment in
    utility capital assets and higher regulator-approved expenses
    recoverable from customers 
--  The flow through in customer electricity rates of higher energy supply
    costs 
--  An approximate $1 million gain on sale of property 
--  Higher non-regulated hydroelectric generation in Belize 



Unfavourable



--  Approximately $4 million unfavourable foreign exchange associated with
    the translation of foreign currency-denominated revenue, due to the
    weakening of the US dollar relative to the Canadian dollar quarter over
    quarter 



Factors Contributing to Energy Supply Costs Variance

Unfavourable



--  Gas and energy sales growth 
--  Higher energy supply costs associated with increased fuel costs, and the
    operation of the Energy Cost Adjustment Mechanism ("ECAM") regulatory
    deferral account at Maritime Electric 



Favourable



--  Approximately $3 million associated with favourable foreign currency
    translation 



Factors Contributing to Operating Expenses Variance

Unfavourable



--  Higher operating expenses at Newfoundland Power, mainly due to the
    regulatory approved change in the accounting treatment for other post-
    employment benefit ("OPEB") costs and increased maintenance costs, due
    to higher capital work performed in the first quarter of 2010 
--  Wage and general inflationary increases 
--  The timing of and a regulatory approved increase in certain operating
    expenses at the FortisBC Energy companies 



Favourable



--  Higher corporate operating expenses incurred in the first quarter of
    2010 related to business development costs 



Factors Contributing to Amortization Costs Variance

Unfavourable



--  Higher amortization rates at FortisAlberta, due to the timing of
    recording in 2010 the cumulative impact of the revenue requirements
    decision received in 2010. The impacts of the rate decision were
    recorded during the third quarter of 2010 when the decision was
    received. 
--  Continued investment in utility capital assets and income producing
    properties 



Favourable



--  Reduced amortization costs during the first quarter of 2011 at the
    FortisBC Energy companies due to the retirement late in 2010 of certain
    general plant assets 
--  Increased amortization costs during the first quarter of 2010 at
    Newfoundland Power due to an approximate $1 million adjustment, as
    approved by the regulator, related to an amortization study 



Factors Contributing to Finance Charges Variance

Favourable



--  The refinancing of maturing corporate debt at a lower rate 
--  Higher capitalized allowance for funds used during construction 



Unfavourable



--  Higher debt levels in support of the utilities' capital expenditure
    programs 



Factors Contributing to Corporate Taxes Variance

Unfavourable



--  Higher earnings before corporate taxes 



Favourable



--  Lower effective corporate income tax rate, driven by an overall increase
    in deductible expenses for income tax purposes compared to accounting
    purposes and lower statutory income tax rates 



Factors Contributing to Earnings Variance

Favourable



--  The approximate $4.5 million earnings impact of rate base growth, mainly
    at the regulated utilities in western Canada, due to continued
    investment in utility capital assets 
--  Higher energy sales, driven by FortisBC Electric and FortisAlberta 
--  The timing of recording in 2010 the cumulative impact of revenue
    requirements decisions received in 2010 at FortisAlberta and FEWI. The
    impacts of the rate decisions were recorded during the third quarter of
    2010 when the decisions were received. 
--  Higher corporate operating expenses incurred in the first quarter of
    2010 related to business development costs 
--  A $1 million gain on the sale of property 
--  Higher non-regulated hydroelectric generation in Belize 



Unfavourable



--  The timing of and a regulatory approved increase in certain operating
    expenses at the FortisBC Energy companies 



SEGMENTED RESULTS OF OPERATIONS



--------------------------------------------------------------------------
Segmented Net Earnings Attributable to Common Equity Shareholders         
(Unaudited)                                        Quarter Ended March 31 
($ millions)                               2011         2010     Variance 
--------------------------------------------------------------------------
--------------------------------------------------------------------------
Regulated Gas Utilities - Canadian                                        
  FortisBC Energy Companies                  76           73            3 
--------------------------------------------------------------------------
Regulated Electric Utilities -                                            
 Canadian                                                                 
  FortisAlberta                              21           14            7 
  FortisBC Electric                          19           14            5 
  Newfoundland Power                          7            7            - 
  Other Canadian                              6            5            1 
--------------------------------------------------------------------------
                                             53           40           13 
--------------------------------------------------------------------------
Regulated Electric Utilities -                                            
 Caribbean                                    4            4            - 
Non-Regulated - Fortis Generation             3            2            1 
Non-Regulated - Fortis Properties             1            2           (1)
Corporate and Other                         (20)         (21)           1 
--------------------------------------------------------------------------
Net Earnings Attributable to Common                                       
 Equity Shareholders                        117          100           17 
--------------------------------------------------------------------------
--------------------------------------------------------------------------



For a discussion of the nature of regulation and material regulatory decisions
and applications pertaining to the Corporation's regulated utilities, refer to
the "Regulatory Highlights" section of this MD&A. A discussion of the financial
results of the Corporation's reporting segments is as follows.


REGULATED GAS UTILITIES - CANADIAN 

FORTISBC ENERGY COMPANIES (1)



--------------------------------------------------------------------------
Gas Volumes by Major Customer                                             
 Category (Unaudited)                              Quarter Ended March 31 
(TJ)                                         2011        2010    Variance 
--------------------------------------------------------------------------
--------------------------------------------------------------------------
Core - Residential and Commercial          50,448      40,431      10,017 
Industrial                                  1,888       1,675         213 
--------------------------------------------------------------------------
  Total Sales Volumes                      52,336      42,106      10,230 
Transportation Volumes                     20,484      16,410       4,074 
Throughput under Fixed Revenue                                            
 Contracts                                    476       4,392      (3,916)
--------------------------------------------------------------------------
Total Gas Volumes                          73,296      62,908      10,388 
--------------------------------------------------------------------------
--------------------------------------------------------------------------
(1) Formerly referred to as the Terasen Gas companies, the FortisBC Energy  
companies are comprised of FortisBC Energy Inc. ("FEI"), FortisBC Energy    
(Vancouver Island) Inc. ("FEVI") and FortisBC Energy (Whistler) Inc.        
("FEWI").                                                                   



Factors Contributing to Gas Volumes Variance 

Favourable



--  Higher average consumption by residential and commercial customers as a
    result of cooler weather 
--  Higher transportation volumes reflecting improving economic conditions
    which is favourably affecting the forestry sector 



Unfavourable



--  Lower volumes under fixed revenue contracts, mainly due to higher
    precipitation, which made it more cost efficient for a large customer to
    not utilize its natural gas-powered generating facility during the first
    quarter of 2011 



Net customer additions were 1,373 during the first quarter of 2011 compared to
1,566 during the same quarter of 2010. Gross customer additions decreased due to
lower building activity during 2011.


Seasonality has a material impact on the earnings of the FortisBC Energy
companies as a major portion of the gas distributed is used for space heating.
Most of the annual earnings of the FortisBC Energy companies are realized in the
first and fourth quarters. 


The FortisBC Energy companies earn approximately the same margin regardless of
whether a customer contracts for the purchase and delivery of natural gas or for
the transportation only of natural gas. As a result of the operation of
regulator-approved deferral mechanisms, changes in consumption levels and energy
supply costs from those forecast to set gas rates do not materially affect
earnings.




--------------------------------------------------------------------------
Financial Highlights (Unaudited)                    Quarter Ended March 31
($ millions)                                  2011        2010    Variance
--------------------------------------------------------------------------
--------------------------------------------------------------------------
Revenue                                        575         526          49
Earnings                                        76          73           3
--------------------------------------------------------------------------
--------------------------------------------------------------------------



Factors Contributing to Revenue Variance 

Favourable



--  Higher average gas consumption 
--  An increase in the delivery component of customer rates, mainly due to
    ongoing investment in utility capital assets and higher regulatory
    approved operating expenses recoverable from customers 



Factors Contributing to Earnings Variance 

Favourable



--  Rate base growth, due to continued investment in utility capital assets 
--  The timing of recording in 2010 the cumulative impact of a revenue
    requirements decision received in 2010 at FEWI. The impacts of the
    decision were recorded during the third quarter of 2010 when the
    decision was received. 
--  Reduced amortization costs during the first quarter of 2011 due to the
    retirement late in 2010 of certain general plant assets 
--  Higher capitalized allowance for funds used during construction related
    to the construction of the Mount Hayes liquefied natural gas ("LNG")
    storage facility 



Unfavourable



--  The timing of and a regulatory approved increase in operating expenses,
    driven by labour and benefits costs and consulting expenses 



REGULATED ELECTRIC UTILITIES - CANADIAN

FORTISALBERTA



--------------------------------------------------------------------------
Financial Highlights (Unaudited)                    Quarter Ended March 31
                                              2011        2010    Variance
--------------------------------------------------------------------------
--------------------------------------------------------------------------
Energy Deliveries (gigawatt hours                                         
 ("GWh"))                                    4,402       4,109         293
Revenue ($ millions)                           103          87          16
Earnings ($ millions)                           21          14           7
--------------------------------------------------------------------------
--------------------------------------------------------------------------



Factors Contributing to Energy Deliveries Variance 

Favourable



--  Increased average consumption due to cooler-than-normal temperatures,
    and increased activity in the oil and gas sector due to improved market
    prices for oil 
--  Customer growth, with the total number of customers increasing by
    approximately 10,800 quarter over quarter 



As a significant portion of FortisAlberta's distribution 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.


Factors Contributing to Revenue Variance

Favourable



--  A 4.7% increase in base customer electricity distribution rates over
    final approved 2010 rates, effective January 1, 2011, associated with
    the 2010-2011 regulatory rate decision. The increase in base rates was
    primarily due to ongoing investment in utility capital assets and higher
    regulator-approved finance charges recoverable from customers. 
--  Revenue for the first quarter of 2010 reflected a 7.5% interim customer
    rate increase whereas revenue for the first quarter of 2011 reflected
    the full impact of approved rate increases as provided in the 2010-2011
    regulatory rate decision. The cumulative impact from January 1, 2010 of
    the rate decision was recorded during the third quarter of 2010 when the
    decision was received. The final approved customer rate increase for
    2010 was 20.1%. 
--  An approximate $1 million gain on sale of property 
--  Growth in the number of customers 



Factors Contributing to Earnings Variance

Favourable



--  Rate base growth, due to continued investment in utility capital assets 
--  The timing of recording in 2010 the cumulative impact of the 2010-2011
    regulatory rate decision, as discussed above 
--  The $1 million gain on the sale of property 
--  Higher energy deliveries 



FORTISBC ELECTRIC (1)



--------------------------------------------------------------------------
                                                                          
Financial Highlights (Unaudited)                    Quarter Ended March 31
                                              2011        2010    Variance
--------------------------------------------------------------------------
--------------------------------------------------------------------------
Electricity Sales (GWh)                        905         820          85
Revenue ($ millions)                            83          72          11
Earnings ($ millions)                           19          14           5
--------------------------------------------------------------------------
--------------------------------------------------------------------------
(1) Formerly referred to as FortisBC, and includes the regulated operations 
of FortisBC Inc. and operating, maintenance and management services related 
to the Waneta, Brilliant and Arrow Lakes hydroelectric generating plants and
the distribution system owned by the City of Kelowna. Excludes the non-     
regulated generation operations of FortisBC Inc.'s wholly owned partnership,
Walden Power Partnership.                                                   



Factors Contributing to Electricity Sales Variance

Favourable



--  Lower average consumption during the first quarter of 2010 due to
    warmer-than-normal temperatures experienced during that period 
--  Growth in the number of residential and general service customers 



Factors Contributing to Revenue Variance

Favourable



--  The 10.4% increase in electricity sales 
--  A 6.6% increase in customer electricity rates, effective January 1,
    2011, mainly reflecting ongoing investment in utility capital assets and
    the higher cost of capital  
--  A 2.9% increase in customer electricity rates, effective September 1,
    2010, as a result of the flow through to customers of increased
    purchased power costs charged by BC Hydro 



Unfavourable



--  Increased performance-based rate-setting ("PBR") incentive adjustments
    owing to customers 
--  Lower pole attachment revenue, partially offset by higher wheeling
    revenue 



Factors Contributing to Earnings Variance

Favourable



--  Electricity sales growth 
--  Rate base growth, due to continued investment in utility capital assets 



NEWFOUNDLAND POWER



--------------------------------------------------------------------------
                                                                          
Financial Highlights (Unaudited)                    Quarter Ended March 31
                                              2011        2010    Variance
--------------------------------------------------------------------------
--------------------------------------------------------------------------
Electricity Sales (GWh)                      1,834       1,795          39
Revenue ($ millions)                           183         178           5
Earnings ($ millions)                            7           7           -
--------------------------------------------------------------------------
--------------------------------------------------------------------------



Factors Contributing to Electricity Sales Variance

Favourable



--  Growth in the number of customers and higher average consumption 



Factors Contributing to Revenue Variance

Favourable



--  The 2.2% increase in electricity sales 
--  An overall average 0.8% increase in customer electricity rates,
    effective January 1, 2011, mainly reflecting higher OPEB costs,
    partially offset by a decrease in the allowed ROE to 8.38% for 2011,
    down from 9.00% for 2010 



Factors Contributing to Earnings Variance

Unfavourable



--  The decrease in the allowed ROE, as reflected in customer rates 
--  Higher maintenance costs as a result of higher capital work performed in
    the first quarter of 2010, due to an early start of the capital program
    and restoration work related to an ice storm in March 2010 
--  Timing of labour costs in 2011, as a significant portion of certain
    employee initiatives were completed during the first quarter of 2011 



Favourable



--  Electricity sales growth 



OTHER CANADIAN ELECTRIC UTILITIES (1)



--------------------------------------------------------------------------
                                                                          
Financial Highlights (Unaudited)                    Quarter Ended March 31
                                              2011        2010    Variance
--------------------------------------------------------------------------
--------------------------------------------------------------------------
Electricity Sales (GWh)                        654         632          22
Revenue ($ millions)                            91          82           9
Earnings ($ millions)                            6           5           1
--------------------------------------------------------------------------
--------------------------------------------------------------------------
(1) Includes Maritime Electric and FortisOntario. FortisOntario mainly      
includes Canadian Niagara Power, Cornwall Electric and Algoma Power.        



Factors Contributing to Electricity Sales Variance

Favourable



--  Higher average consumption, reflecting colder temperatures in Ontario
    and on Prince Edward Island ("PEI") 



Factors Contributing to Revenue Variance

Favourable



--  The 3.5% increase in electricity sales 
--  An increase in the recovery from customers of the ECAM regulatory
    deferral account 
--  An average 3.8% increase in customer electricity rates at Algoma Power,
    effective December 1, 2010, reflecting an increase in the allowed ROE to
    9.85% for 2011 from 8.57% for 2010 and the use of a forward test year
    for rate setting 
--  Increases in the base component of customer electricity distribution
    rates at Fort Erie, Gananoque and Port Colborne in Ontario, effective
    May 1, 2010 



Unfavourable



--  A 14% decrease in customer rates, effective March 1, 2011, reflecting
    the impact of the PEI Energy Accord (the "Accord") with the Government
    of PEI, including the flow through to customers of lower purchased power
    costs as a result of a new five-year purchase power agreement between
    Maritime Electric and New Brunswick Power ("NB Power") 



Factors Contributing to Earnings Variance

Favourable



--  A higher allowed ROE at Algoma Power, as reflected in customer rates 
--  Electricity sales growth 
--  A deferred start to the vegetation management program in 2011 



REGULATED ELECTRIC UTILITIES - CARIBBEAN (1)



----------------------------------------------------------------------------
                                                                            
Financial Highlights (Unaudited)                     Quarter Ended March 31 
                                               2011        2010    Variance 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Average US:CDN Exchange Rate (2)               0.99        1.04       (0.05)
Electricity Sales (GWh)                         257         256           1 
Revenue ($ millions)                             76          76           - 
Earnings ($ millions)                             4           4           - 
----------------------------------------------------------------------------
----------------------------------------------------------------------------





(1) Includes Belize Electricity, in which Fortis holds an approximate 70%   
controlling interest; Caribbean Utilities on Grand Cayman, Cayman Islands,  
in which Fortis holds an approximate 59% controlling interest; and wholly   
owned Fortis Turks and Caicos                                               
                                                                            
(2) 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 reporting currency 
of Caribbean Utilities and Fortis Turks and Caicos is the US dollar.        



Factors Contributing to Electricity Sales Variance

Favourable



--  Warmer and drier weather conditions experienced on Grand Cayman, which
    increased air conditioning load 
--  Growth in the number of customers on Grand Cayman 



Unfavourable



--  Cooler weather conditions experienced in the Turks and Caicos Islands,
    which decreased air conditioning load 
--  The loss at Belize Electricity of a large industrial customer that began
    generating its own electricity 
--  Tempered growth due to continuing challenging economic conditions in the
    region 



Factors Contributing to Revenue Variance

Favourable



--  The flow through in customer electricity rates of higher energy supply
    costs at Caribbean Utilities, due to an increase in the cost of fuel 
--  Increased electricity sales on Grand Cayman 
--  Higher miscellaneous revenue at Fortis Turks and Caicos 



Unfavourable



--  Approximately $4 million unfavourable foreign exchange associated with
    the translation of foreign currency-denominated revenue, due to the
    weakening of the US dollar relative to the Canadian dollar quarter over
    quarter 



Factors Contributing to Earnings Variance

Favourable



--  Increased electricity sales on Grand Cayman 
--  Lower operating maintenance expenses at Caribbean Utilities, due to
    various capital upgrade projects occurring during the first quarter of
    2011 
--  Higher miscellaneous revenue 
--  Ongoing efforts to reduce costs and improve efficiencies to temper the
    impact of continuing challenging economic conditions in the region 



Unfavourable



--  Higher provision for bad debts at Belize Electricity due to a large
    industrial customer entering into receivership in the fourth quarter of
    2010 
--  Higher finance charges at Belize Electricity due to interest expense on
    regulatory liabilities 



NON-REGULATED - FORTIS GENERATION (1)



--------------------------------------------------------------------------
                                                                          
Financial Highlights (Unaudited)                    Quarter Ended March 31
                                              2011        2010    Variance
--------------------------------------------------------------------------
--------------------------------------------------------------------------
Energy Sales (GWh)                              76          67           9
Revenue ($ millions)                             7           5           2
Earnings ($ millions)                            3           2           1
--------------------------------------------------------------------------
--------------------------------------------------------------------------
(1) Includes the financial results of non-regulated generation assets in    
Belize, Ontario, central Newfoundland, British Columbia and Upper New York  
State, with a combined generating capacity of 139 megawatts, mainly         
hydroelectric. Results reflect contribution from the Vaca hydroelectric     
generating facility in Belize from late March 2010 when the facility was    
commissioned.                                                               



Factors Contributing to Energy Sales Variance

Favourable



--  Increased production driven by the Vaca hydroelectric generating
    facility in Belize, which was commissioned in late March 2010 



Factors Contributing to Revenue Variance

Favourable



--  Higher production in Belize 
--  Higher average energy sales rate per megawatt hour in Ontario of $72.59
    for the first quarter of 2011 compared to $33.85 for the same period in
    2010. Effective May 1, 2010, energy produced in Ontario is being sold
    under a fixed-price contract. Previously, energy was sold at market
    rates. 



Factors Contributing to Earnings Variance

Favourable



--  Higher production in Belize 
--  Higher average energy sales rates in Ontario 



Unfavourable



--  Higher finance charges as a result of lower interest revenue associated
    with inter-company lending to regulated operations in Ontario 



NON-REGULATED - FORTIS PROPERTIES (1)



--------------------------------------------------------------------------
                                                                          
Financial Highlights (Unaudited)                   Quarter Ended March 31 
($ millions)                                 2011        2010    Variance 
--------------------------------------------------------------------------
--------------------------------------------------------------------------
Hospitality Revenue                            33          33           - 
Real Estate Revenue                            17          16           1 
--------------------------------------------------------------------------
  Total Revenue                                50          49           1 
--------------------------------------------------------------------------
Earnings                                        1           2          (1)
--------------------------------------------------------------------------
--------------------------------------------------------------------------
(1) Fortis Properties owns and operates 21 hotels, comprised of more than   
4,100 rooms, in eight Canadian provinces and approximately 2.7 million      
square feet of commercial office and retail space primarily in Atlantic     
Canada.                                                                     



Factors Contributing to Revenue Variance

Favourable



--  A $0.5 million gain on the sale of the Viking Mall in Newfoundland
    during the first quarter of 2011 
--  Revenue growth at all regions of the Real Estate Division, mainly due to
    rent increases 
--  A 0.6% increase in revenue per available room ("RevPAR") at the
    Hospitality Division to $63.29 for the first quarter of 2011 from $62.93
    for the same quarter in 2010. RevPAR increased due to an overall 1.6%
    increase in the average room rate, partially offset by an overall 1%
    decrease in hotel occupancy. The average room rate increased in all
    regions, lead by operations in Atlantic Canada. Hotel occupancy at
    operations in western Canada decreased, while occupancy at operations in
    Atlantic Canada and central Canada increased. 



Unfavourable



--  A decrease in the occupancy rate at the Real Estate Division to 94.3% as
    at March 31, 2011 from 95.8% as at March 31, 2010 



Factors Contributing to Earnings Variance

Unfavourable



--  Lower performance at hotel operations, primarily due to the continued
    unfavourable impact of the economic downturn 
--  Higher amortization costs due to capital investment in both the
    Hospitality and Real Estate Divisions 



Favourable



--  Improved performance at real estate operations, primarily due to the
    gain on sale of the Viking Mall 



CORPORATE AND OTHER (1)



--------------------------------------------------------------------------
Financial Highlights (Unaudited)                   Quarter Ended March 31 
($ millions)                               2011         2010     Variance 
--------------------------------------------------------------------------
--------------------------------------------------------------------------
Revenue                                       7            7            - 
Operating Expenses                            2            4           (2)
Amortization                                  2            3           (1)
Finance Charges (2)                          19           20           (1)
Corporate Tax Recovery                       (3)          (5)           2 
                                   ---------------------------------------
                                            (13)         (15)           2 
Preference Share Dividends                    7            6            1 
--------------------------------------------------------------------------
Net Corporate and Other Expenses            (20)         (21)           1 
--------------------------------------------------------------------------
--------------------------------------------------------------------------
(1) Includes Fortis net corporate expenses, net expenses of non-regulated   
FortisBC Holdings Inc. ("FHI") (formerly Terasen Inc.) corporate-related    
activities and the financial results of FHI's 30% ownership interest in     
CustomerWorks Limited Partnership and of FHI's non-regulated wholly owned   
subsidiary FortisBC Alternative Energy Services Inc. (formerly Terasen      
Energy Services Inc.)                                                       
                                                                            
(2) Includes dividends on preference shares classified as long-term         
liabilities                                                                 



Factors Contributing to Net Corporate and Other Expenses Variance

Favourable



--  Reduced operating expenses. Operating expenses were higher during the
    first quarter of 2010 due to business development costs incurred during
    that period. 
--  Lower finance charges driven by the redemption of $125 million 8.0%
    Capital Securities in April 2010, partially offset by higher average
    credit facility borrowings combined with higher interest rates charged
    on those credit facility borrowings 
--  Lower amortization costs, due to the retirement of some assets at
    CustomerWorks Limited Partnership during 2010 



Unfavourable



--  Lower corporate tax recovery, mainly due to a lower net loss for income
    tax purposes 
--  Higher preference share dividends, due to the issuance of First
    Preference Shares, Series H on January 18, 2010 



REGULATORY HIGHLIGHTS

The nature of regulation and material regulatory decisions and applications
associated with each of the Corporation's regulated gas and electric utilities
for the first quarter of 2011 are summarized as follows:




                                                                            
                                                                            
 NATURE OF REGULATION                                                       
----------------------------------------------------------------------------
                             Allowed                                        
                              Common                                        
Regulated     Regulatory      Equity                             Supportive 
Utility       Authority          (%)    Allowed Returns (%)       Features  
                                    ----------------------------------------
                                                                Future or   
                                                                Historical  
                                                                Test Year   
                                                                Used to Set 
                                                                Customer    
                                         2009     2010     2011 Rates       
----------------------------------------------------------------------------
                                                   ROE          COS/ROE     
                                    ----------------------------            
FEI           British                    8.47                   FEI: Prior  
              Columbia                   (2)     9.50     9.50  to January  
              Utilities       40 (1)    /9.50                   1, 2010,    
              Commission                  (3)                   50/50       
              ("BCUC")                                          sharing of  
                                                                earnings    
                                                                above or    
                                                                below the   
                                                                allowed ROE 
                                                                under a PBR 
                                                                mechanism   
                                                                that expired
                                                                on December 
                                                                31, 2009    
                                                                with a two- 
                                                                year phase- 
                                                                out         
                                                                            
FEVI          BCUC                40     9.17    10.00   10.00  ROEs        
                                         (2)                    established 
                                       /10.00                   by the BCUC,
                                          (3)                   effective   
                                                                July 1,     
                                                                2009, as a  
                                                                result of a 
                                                                cost of     
                                                                capital     
                                                                decision in 
                                                                the fourth  
                                                                quarter of  
                                                                2009.       
FEWI          BCUC                40     8.97    10.00    10.00 Previously, 
                                         (2)                    the allowed 
                                       /10.00                   ROEs were   
                                          (3)                   set using an
                                                                automatic   
                                                                adjustment  
                                                                formula tied
                                                                to long-term
                                                                Canada bond 
                                                                yields.     
                                                                            
                                                                ------------
                                                                Future Test 
                                                                Year        
----------------------------------------------------------------------------
FortisBC      BCUC                40     8.87     9.90     9.90 COS/ROE     
 Electric                                                                   
                                                                PBR         
                                                                mechanism   
                                                                for 2009    
                                                                through     
                                                                2011: 50/50 
                                                                sharing of  
                                                                earnings    
                                                                above or    
                                                                below the   
                                                                allowed ROE 
                                                                up to an    
                                                                achieved ROE
                                                                that is 200 
                                                                basis points
                                                                above or    
                                                                below the   
                                                                allowed ROE 
                                                                - excess to 
                                                                deferral    
                                                                account     
                                                                            
                                                                ROE         
                                                                established 
                                                                by the BCUC,
                                                                effective   
                                                                January 1,  
                                                                2010, as a  
                                                                result of a 
                                                                cost of     
                                                                capital     
                                                                decision in 
                                                                the fourth  
                                                                quarter of  
                                                                2009.       
                                                                Previously, 
                                                                the allowed 
                                                                ROE was set 
                                                                using an    
                                                                automatic   
                                                                adjustment  
                                                                formula tied
                                                                to long-term
                                                                Canada bond 
                                                                yields.     
                                                                ------------
                                                                Future Test 
                                                                Year        
----------------------------------------------------------------------------
FortisAlberta Alberta             41     9.00     9.00 9.00 (4) COS/ROE     
              Utilities                                                     
              Commission                                        ROE         
              ("AUC")                                           established 
                                                                by the AUC, 
                                                                effective   
                                                                January 1,  
                                                                2009, as a  
                                                                result of a 
                                                                generic cost
                                                                of capital  
                                                                decision in 
                                                                the fourth  
                                                                quarter of  
                                                                2009.       
                                                                Previously, 
                                                                the allowed 
                                                                ROE was set 
                                                                using an    
                                                                automatic   
                                                                adjustment  
                                                                formula tied
                                                                to long-term
                                                                Canada bond 
                                                                yields.     
                                                                ------------
                                                                Future Test 
                                                                Year        
----------------------------------------------------------------------------
Newfoundland  Newfoundland        45    8.95     9.00     8.38  COS/ROE     
 Power        and Labrador               +/-      +/-       +/-             
              Board of                 50 bps   50 bps   50 bps ROE for 2010
              Commissioners                                     established 
              of Public                                         by the PUB. 
              Utilities                                         Except for  
              ("PUB")                                           2010, the   
                                                                allowed ROE 
                                                                is set using
                                                                an automatic
                                                                adjustment  
                                                                formula tied
                                                                to long-term
                                                                Canada bond 
                                                                yields.     
                                                                ------------
                                                                Future Test 
                                                                Year        
----------------------------------------------------------------------------
Maritime      Island              40     9.75     9.75     9.75 COS/ROE     
 Electric     Regulatory                                                    
              and Appeals                                                   
              Commission                                                    
              ("IRAC")                                                      
                                                                ------------
                                                                Future Test 
                                                                Year        
----------------------------------------------------------------------------
                                                                            
                                               ROE                          
                                   ---------------------------              
Fortis       Ontario         40 (5)     8.01     8.01     8.01 Canadian     
Ontario      Energy Board                                      Niagara Power
             ("OEB")                                           - COS/ROE    
             Canadian                                                       
             Niagara                                                        
             Power                                                          
             Algoma Power   50 (6)      8.57     8.57 9.85 (7) Algoma Power 
                            /40 (7)                            - COS/ROE and
                                                               subject to   
                                                               Rural and    
                                                               Remote Rate  
                                                               Protection   
                                                               ("RRRP")     
                                                               Program      
                                                                            
             Franchise                                         Cornwall     
             Agreement                                         Electric -   
             Cornwall                                          Price cap    
             Electric                                          with         
                                                               commodity    
                                                               cost flow    
                                                               through      
                                                                            
                                                               -------------
                                                               Canadian     
                                                               Niagara Power
                                                               - 2009 test  
                                                               year for     
                                                               2009, 2010   
                                                               and 2011     
                                                               Algoma Power 
                                                               - 2007       
                                                               historical   
                                                               test year for
                                                               2009 and     
                                                               2010; 2011   
                                                               test year for
                                                               2011         
----------------------------------------------------------------------------
                                             ROA                            
                                   ---------------------------              
Belize       Public            N/A     - (8)    - (8)    - (8) Four-year    
 Electricity Utilities                                         COS/ROA      
             Commission                                        agreements   
                                                                            
                                                               Additional   
                                                               costs in the 
                                                               event of a   
                                                               hurricane    
                                                               would be     
                                                               deferred and 
                                                               the Company  
                                                               may apply for
                                                               future       
                                                               recovery in  
                                                               customer     
                                                               rates.       
                                                               -------------
                                                               Future Test  
                                                               Year         
----------------------------------------------------------------------------
Caribbean    Electricity        N/A   9.00 -  7.75 -    7.75 - COS/ROA      
 Utilities   Regulatory                11.00     9.75     9.75              
             Authority                                         Rate-cap     
             ("ERA")                                           adjustment   
                                                               mechanism    
                                                               ("RCAM")     
                                                               based on     
                                                               published    
                                                               consumer     
                                                               price indices
                                                                            
                                                               The Company  
                                                               may apply for
                                                               a special    
                                                               additional   
                                                               rate to      
                                                               customers in 
                                                               the event of 
                                                               a disaster,  
                                                               including a  
                                                               hurricane.   
                                                               -------------
                                                               Historical   
                                                               Test Year    
----------------------------------------------------------------------------
Fortis Turks Utilities          N/A    17.50    17.50    17.50 COS/ROA      
 and Caicos  make annual                 (9)      (9)      (9)              
             filings to                                        If the actual
             the Governor                                      ROA is lower 
                                                               than the     
                                                               allowed ROA, 
                                                               due to       
                                                               additional   
                                                               costs        
                                                               resulting    
                                                               from a       
                                                               hurricane or 
                                                               other event, 
                                                               the Company  
                                                               may apply for
                                                               an increase  
                                                               in customer  
                                                               rates in the 
                                                               following    
                                                               year.        
                                                               -------------
                                                               Future Test  
                                                               Year         
----------------------------------------------------------------------------
(1) Effective January 1, 2010. For 2009, the allowed common equity component
 of capital structure was 35%.                                              
(2) Pre-July 1, 2009                                                        
(3) Effective July 1, 2009                                                  
(4) Interim pending finalization by the AUC                                 
(5) Effective May 1, 2010. For 2009, effective May 1, the allowed common    
 equity component of capital structure was 43.3%.                           
(6) Pre-December 1, 2010                                                    
(7) Effective December 1, 2010                                              
(8) Allowed ROA to be settled once regulatory matters are resolved.         
(9) Amount provided under licence. ROA achieved in 2009 and 2010 was        
 materially lower than the ROA allowed under the licence. Fortis Turks and  
 Caicos had requested a review of its rates in 2010.                        
----------------------------------------------------------------------------
                                                                            
MATERIAL REGULATORY DECISIONS AND APPLICATIONS                            
--------------------------------------------------------------------------
Regulated Utility      Summary Description                                
--------------------------------------------------------------------------
FEI/FEVI/FEWI          - FEI and FEWI review natural gas and propane      
                       commodity and mid-stream rates with the BCUC every 
                       three months in order to ensure the flow-through   
                       rates charged to customers are sufficient to cover 
                       the cost of purchasing natural gas and propane and 
                       contracting for mid-stream resources, such as      
                       third-party pipeline or storage capacity. The      
                       commodity cost of natural gas and propane and mid- 
                       stream costs are flowed through to customers       
                       without markup. The delivery rate charged to FEVI  
                       customers includes a component to recover approved 
                       gas costs and is set annually. In order to ensure  
                       that the balances in the Commodity Cost            
                       Reconciliation Account and Mid-stream Cost         
                       Reconciliation Account are recovered on a timely   
                       basis, FEI and FEWI prepare and file quarterly     
                       calculations with the BCUC to determine whether    
                       customer rate adjustments are needed to reflect    
                       prevailing market prices for natural gas. These    
                       rate adjustments ignore the temporal effect of     
                       derivative valuation adjustments on the balance    
                       sheet and, instead, reflect the forward forecast of
                       gas costs over the recovery period.                
                                                                          
                       - Effective January 1, 2011, rates for residential 
                       customers in the Lower Mainland, Fraser Valley,    
                       Interior, North and Kootenay service areas         
                       decreased by approximately 6%, as approved by the  
                       BCUC, to reflect net changes in delivery, commodity
                       and mid-stream costs. Rates remained unchanged as  
                       of April 1, 2011.                                  
                                                                          
                       - In December 2010 FEI filed an application with   
                       the BCUC to provide fuelling services through FEI- 
                       owned and operated compressed natural gas and LNG  
                       fuelling stations. If the application is approved, 
                       commercial customers will be able to safely and    
                       economically refuel their fleet vehicles on their  
                       own premises, at rates regulated by the BCUC, using
                       stations provided by FEI.                          
                                                                          
                       - FEI, FEVI and FEWI are considering an            
                       amalgamation of the three companies. An            
                       amalgamation would require an application to be    
                       approved by the BCUC and consent of the Government 
                       of British Columbia. The companies are expecting to
                       bring forth an application during 2011.            
                                                                          
                       - In January 2011 FEI filed its review of the Price
                       Risk Management Plan ("PRMP") objectives with the  
                       BCUC related to its gas commodity hedging plan and 
                       also submitted a 2011-2014 PRMP. On a partial      
                       basis, the BCUC has approved FEI to implement      
                       portions of its 2011-2014 PRMP. FEVI plans to file 
                       an updated PRMP by June 2011.                      
                                                                          
                       - The FortisBC Energy companies expect to file     
                       2012-2013 Revenue Requirements Applications in May 
                       2011.                                              
--------------------------------------------------------------------------
FortisBC Electric      - In December 2010 the BCUC approved a Negotiated  
                       Settlement Agreement ("NSA") pertaining to FortisBC
                       Electric's 2011 Revenue Requirements Application.  
                       The result was a general customer electricity rate 
                       increase of 6.6%, effective January 1, 2011. The   
                       rate increase was primarily the result of the      
                       Company's ongoing investment in utility capital    
                       assets and the higher cost of capital.             
                                                                          
                       - FortisBC Electric expects to file a 2012-2013    
                       Revenue Requirements Application in summer 2011.   
--------------------------------------------------------------------------
FortisAlberta          - In December 2010 the AUC issued its decision on  
                       FortisAlberta's August 2010 Compliance Filing,     
                       which incorporated the AUC's decision, received in 
                       July 2010, on the Company's 2010 and 2011          
                       Distribution Tariff Application ("DTA"). The       
                       December 2010 decision approved the Company's      
                       distribution revenue requirements of $368 million  
                       for 2011. Final distribution electricity rates and 
                       rate riders were also approved, effective January  
                       1, 2011.                                           
                                                                          
                       - During the first quarter of 2011, the AUC        
                       initiated its proceeding to finalize the allowed   
                       ROE for 2011, review capital structure and consider
                       whether a return to a formula-based approach for   
                       annually setting the allowed ROE, beginning in     
                       2012, is warranted. In the absence of a formula-   
                       based approach, the AUC is expected to consider how
                       the allowed ROE will be set for 2012. A hearing on 
                       the proceeding is expected to commence in the      
                       second quarter of 2011.                            
                                                                          
                       - In March 2011 FortisAlberta filed its 2012 and   
                       2013 DTA. The Company has requested approval of    
                       revenue requirements of $410 million for 2012 and  
                       $447 million for 2013, for rate increases of 8.2%  
                       and 6.9%, respectively. The DTA also proposes      
                       approximately $776 million in gross capital        
                       expenditures over the two-year period. The rate    
                       increases are driven primarily by rate base growth 
                       associated with capital expenditures, which results
                       in increased amortization costs and interest       
                       expense. The Company has proposed a schedule for   
                       the DTA proceeding that would include a hearing in 
                       late October 2011 with a final decision expected in
                       the first quarter of 2012.                         
                                                                          
                       - The AUC has initiated a proceeding in respect of 
                       FortisAlberta's Review and Variance Application to 
                       determine the prudence of the additional capital   
                       expenditures above $104 million related to the     
                       Company's Advanced Metering Project. The total     
                       project cost is expected to be approximately $126  
                       million. A decision by the AUC is expected in the  
                       second quarter of 2011.                            
                                                                          
                       - In October 2010 the Central Alberta Rural        
                       Electrification Association ("CAREA") filed an     
                       application with the AUC seeking a declaration     
                       that, effective January 1, 2012, CAREA be entitled 
                       to service any new customer wishing to obtain      
                       electricity for use on property within CAREA's     
                       service area and that FortisAlberta be restricted  
                       to serving only those customers that are not being 
                       provided service by CAREA. FortisAlberta has       
                       intervened in the proceeding.                      
--------------------------------------------------------------------------
                       - The AUC has initiated a process to reform utility
                       rate regulation in Alberta.  The AUC has expressed 
                       its intention to apply a PBR formula to            
                       distribution service electricity rates.            
                       FortisAlberta is currently assessing PBR and will  
                       participate fully in the AUC process.              
--------------------------------------------------------------------------
Newfoundland           - In November 2010 the PUB approved Newfoundland   
    Power              Power's application to defer the recovery of       
                       expected increased costs of $2.4 million, due to   
                       expiring regulatory amortizations, in 2011.        
                                                                          
                       - In December 2010 the PUB approved Newfoundland   
                       Power's application to: (i) adopt the accrual      
                       method of accounting for OPEB costs, effective     
                       January 1, 2011; (ii) recover the transitional     
                       regulatory asset balance of approximately $53      
                       million, associated with adoption of accrual       
                       accounting, over a 15-year period; and (iii) adopt 
                       an OPEB cost-variance deferral account to capture  
                       differences between OPEB expense calculated in     
                       accordance with Canadian GAAP and OPEB expense     
                       approved by the PUB for rate-setting purposes.     
                                                                          
                       - In December 2010 Newfoundland Power received     
                       approval from the PUB for an overall average 0.8%  
                       increase in customer electricity rates, effective  
                       January 1, 2011, mainly resulting from the PUB's   
                       approval for the Company to change its accounting  
                       for OPEB costs, as described above, partially      
                       offset by the impact of the decrease in the allowed
                       ROE for 2011.                                      
                                                                          
                       - On January 1, 2011, new support structure        
                       arrangements with Bell Aliant went into effect.    
                       Bell Aliant will buy back 40% of all joint-use     
                       poles and related infrastructure owned by          
                       Newfoundland Power for approximately $46 million.  
                       The support structure arrangements are subject to  
                       certain conditions, including PUB approval of the  
                       sale of 40% of the Company's joint-use poles, which
                       must be met by both parties by June 30, 2011, or   
                       either party may choose to terminate.  In the event
                       of termination, the rights and recourses under the 
                       original Joint-Use Facilities Partnership Agreement
                       will remain in effect for both parties.            
                       Newfoundland Power filed an application with the   
                       PUB in February 2011 requesting approval of the    
                       transaction and expects the transaction to close in
                       2011.  Newfoundland Power anticipates the proceeds 
                       from the sale of the poles will be used to pay down
                       credit facility borrowings and maintain the        
                       utility's capital structure at 45% common equity.  
                                                                          
                       - The Company is currently assessing the           
                       requirement for it to file an application with the 
                       PUB to recover expected increased costs in 2012.   
                                                                          
                       - In April 2011 the PUB approved Newfoundland      
                       Power's application requesting an optional seasonal
                       rate for domestic customers effective July 1, 2011.
                       This optional seasonal rate charges a higher price 
                       for electricity consumed during the months of      
                       December through April and a lower rate during the 
                       months of May through November. The PUB also       
                       approved the use of an Optional Rates Revenue and  
                       Cost Recovery Account that provides for the        
                       deferral of annual cost and revenue effects        
                       associated with implementing optional seasonal     
                       rates.                                             
                                                                          
                       - An application is expected to be filed by the    
                       Company in May 2011 seeking an increase in customer
                       rates of approximately 8%, effective July 1, 2011. 
                       The proposed increase in rates is mainly due to the
                       normal annual operation of the Rate Stabilization  
                       Plan of Newfoundland and Labrador Hydro            
                       ("Newfoundland Hydro"). Variances in the cost of   
                       fuel used to generate electricity that Newfoundland
                       Hydro sells to Newfoundland Power are captured and 
                       flowed through to Newfoundland Power customers     
                       through the operation of Newfoundland Power's Rate 
                       Stabilization Account.   The proposed increase in  
                       rates is principally due to increased fuel prices. 
--------------------------------------------------------------------------
Maritime Electric      - In November 2010 Maritime Electric signed the    
                       Accord with the Government of PEI.  The Accord     
                       covers the period from March 1, 2011 through       
                       February 29, 2016.  Under the terms of the Accord, 
                       the Government of PEI is assuming responsibility   
                       for the cost of replacement energy and the monthly 
                       operating and maintenance costs related to the NB  
                       Power Point Lepreau Nuclear Generating Station     
                       ("Point Lepreau"), effective March 1, 2011 until   
                       Point Lepreau is fully refurbished, which is       
                       expected by fall 2012.  The Government of PEI is   
                       financing these costs, which will be recovered from
                       customers beginning when Point Lepreau returns to  
                       service.  In the event that Point Lepreau does not 
                       return to service by fall 2012, the Government of  
                       PEI reserves the right to cease the monthly        
                       payments.  As permitted by IRAC, replacement energy
                       costs incurred during the refurbishment of Point   
                       Lepreau up to the end of February 2011 were        
                       deferred by Maritime Electric and totalled         
                       approximately $47 million.  The deferred costs are 
                       included in rate base and are, therefore, earning a
                       return.  The nature and timing of the recovery of  
                       the deferred costs is subject to further review by 
                       a commission to be established by the Government of
                       PEI.  The Accord also provides for the financing by
                       the Government of PEI of costs associated with     
                       Maritime Electric's termination of the Dalhousie   
                       Unit Participation Agreement.  The costs will be   
                       subsequently collected from customers over a period
                       to be established by the Government of PEI.  As a  
                       result of the Accord, including the favourable     
                       impact on purchased power costs of the new five-   
                       year power purchase agreement between Maritime     
                       Electric and NB Power, customer electricity rates  
                       decreased by approximately 14.0% effective March 1,
                       2011, at which time a two-year customer rate freeze
                       commenced.                                         
--------------------------------------------------------------------------
FortisOntario          - In non-rebasing years, customer electricity      
                       distribution rates are set using inflationary      
                       factors less an efficiency target under the Third- 
                       Generation Incentive Rate Mechanism ("IRM") as     
                       prescribed by the OEB.  In March 2011 the OEB      
                       published the applicable inflationary and          
                       efficiency targets, which resulted in minimal      
                       changes in base customer electricity distribution  
                       rates at FortisOntario's operations Fort Erie,     
                       Gananoque and Port Colborne.                       
                                                                          
                       - In November 2010 the OEB approved an NSA         
                       pertaining to Algoma Power's electricity           
                       distribution rate application for customer rates,  
                       effective December 1, 2010 through December 31,    
                       2011, using a 2011 forward test year.  The rates   
                       reflect an approved allowed ROE of 9.85% on a      
                       deemed equity component of capital structure of    
                       40%.  The overall impact of the OEB rate decision  
                       on an average customer's electricity bill was an   
                       increase of 3.8%, including rate riders and other  
                       charges.                                           
                                                                          
                       - The present form of Third-Generation IRM will not
                       accommodate Algoma Power's customer rate structure 
                       and the RRRP Program; therefore, Algoma Power has  
                       agreed to consult with interveners to develop a    
                       form of incentive rate-making that may be used     
                       between rebasing periods.  Due to regulations in   
                       Ontario associated with the RRRP Program, customer 
                       electricity distribution rates at Algoma Power are 
                       tied to the average changes in rates of other      
                       electric utilities in Ontario.  Pending these      
                       consultations, Algoma Power will file for incentive
                       rate-making for customer electricity distribution  
                       rates, effective January 1, 2012.                  
                                                                          
                       - FortisOntario expects to file a COS Application  
                       in 2012 for harmonized electricity distribution    
                       rates in Fort Erie, Port Colborne and Gananoque,   
                       effective January 1, 2013, using a 2013 forward    
                       test year.  The timing of the filing of the COS    
                       Application corresponds with the ending of the     
                       period that the current Third-Generation IRM       
                       applies to FortisOntario.                          
--------------------------------------------------------------------------
Belize Electricity     - In March 2011 the Supreme Court of Belize        
                       dismissed Belize Electricity's appeal of the       
                       regulator's June 2008 Final Rate Decision.  The    
                       Company is in the process of filing an appeal of   
                       the trial judgment with the Belize Court of Appeal 
                       and has filed an application to restrain the       
                       regulator from initiating any rate action pending  
                       the hearing and determination of the appeal.       
--------------------------------------------------------------------------
Caribbean Utilities    - In March 2011 after the requisite review,        
                       Caribbean Utilities confirmed to the ERA that the  
                       RCAM, as provided in the Company's transmission and
                       distribution licence, yielded no customer rate     
                       adjustment effective June 1, 2011.                 
                                                                          
                       - In March 2011 the ERA approved US$134 million of 
                       proposed non-generation installation expenditures  
                       as requested by Caribbean Utilities in its 2011-   
                       2015 Capital Investment Plan ("CIP").  The 2011-   
                       2015 CIP was prepared upon the basis of the        
                       Company's application to the ERA for a delay in any
                       new generation installation until there is more    
                       certainty in growth forecasts.  The remaining US$85
                       million of the CIP relates to new generation       
                       installation, which would be subject to a          
                       competitive solicitation process with the next     
                       generating unit currently scheduled for            
                       installation in 2014.                              
--------------------------------------------------------------------------
Fortis Turks           - In March 2011 Fortis Turks and Caicos submitted  
 and Caicos            its 2010 annual regulatory filing outlining the    
                       Company's performance in 2010.  Included in the    
                       filing were the calculations, in accordance with   
                       the utility's licence, of rate base for 2010 of    
                       US$142 million and cumulative shortfall in         
                       achieving allowable profits as at December 31, 2010
                       of US$49 million.                                  
                                                                          
                       - Fortis Turks and Caicos intends to submit a new  
                       Rate Variation Application in 2011, which takes    
                       into account changes in the utility's rate base and
                       in the local business and regulatory environment   
                       since filing its 2010 application.  The 2010       
                       application was not accepted by the Governor of the
                       Turks and Caicos Islands due to concern about the  
                       impact a proposed rate increase might have on key  
                       sectors of the local economy.                      
--------------------------------------------------------------------------



CONSOLIDATED FINANCIAL POSITION 

The following table outlines the significant changes in the consolidated balance
sheets between March 31, 2011 and December 31, 2010. 




Significant Changes in the Consolidated Balance Sheets (Unaudited) between
 March 31, 2011 and December 31, 2010                                     
--------------------------------------------------------------------------
                     Increase/                                            
Balance Sheet       (Decrease)                                            
 Account          ($ millions)  Explanation                               
--------------------------------------------------------------------------
Accounts                    45  The increase was primarily due to the     
 receivable                     impact of a seasonal increase in sales and
                                the operation of the equal payment plans  
                                for customers mainly at the FortisBC      
                                Energy companies and Newfoundland Power,  
                                partially offset by the lower commodity   
                                cost of natural gas reflected in customer 
                                rates at the FortisBC Energy companies.   
--------------------------------------------------------------------------
Inventories                (80) The decrease was driven by the normal     
                                seasonal reduction of gas in storage at   
                                the FortisBC Energy companies, due to     
                                higher consumption during the winter      
                                months.                                   
--------------------------------------------------------------------------
Utility capital            149  The increase primarily related to $219    
 assets                         million invested in electricity and gas   
                                systems, partially offset by amortization 
                                and customer contributions for the three  
                                months ended March 31, 2011.              
--------------------------------------------------------------------------
Short-term                 (99) The decrease was driven by lower          
 borrowings                     borrowings at the FortisBC Energy         
                                companies due to seasonality of           
                                operations.                               
--------------------------------------------------------------------------
Regulatory                  71  The increase was driven by deferrals at   
 liabilities -                  the FortisBC Energy companies associated  
 current and long-              with an increase in the Rate Stabilization
 term                           Deferral Account ("RSDA"), reflecting the 
                                accumulation of over-recovered costs of   
                                providing service to customers during the 
                                first quarter of 2011, and an increase in 
                                the Mid-stream Cost Reconciliation        
                                Account, as amounts collected in customer 
                                rates were in excess of actual mid-stream 
                                gas-delivery costs.                       
--------------------------------------------------------------------------
Shareholders'               92  The increase was due to net earnings      
 equity                         attributable to common equity shareholders
                                for the three months ended March 31, 2011,
                                less common share dividends, and the      
                                issuance of common shares under the       
                                Corporation's share purchase, dividend    
                                reinvestment and stock option plans,      
                                partially offset by an increase in        
                                accumulated other comprehensive loss.     
--------------------------------------------------------------------------



LIQUIDITY AND CAPITAL RESOURCES

The table below outlines the Corporation's consolidated sources and uses of cash
for the first quarter of 2011, as compared to the first quarter of 2010,
followed by a discussion of the nature of the variances in cash flows quarter
over quarter. 




--------------------------------------------------------------------------
                                                                          
Summary of Consolidated Cash Flows                                        
 (Unaudited)                                       Quarter Ended March 31 
($ millions)                                     2011      2010  Variance 
--------------------------------------------------------------------------
--------------------------------------------------------------------------
Cash, Beginning of Period                         109        85        24 
Cash Provided by (Used in):                                               
  Operating Activities                            299       201        98 
  Investing Activities                           (219)     (176)      (43)
  Financing Activities                           (103)      (17)      (86)
  Effect of Exchange Rate Changes on Cash                                 
   and Cash Equivalents                             -        (1)        1 
--------------------------------------------------------------------------
Cash, End of Period                                86        92        (6)
--------------------------------------------------------------------------
--------------------------------------------------------------------------



Operating Activities:  Cash flow from operating activities, after working
capital adjustments, was $98 million higher quarter over quarter. The increase
was primarily due to: (i) higher earnings; (ii) the collection from customers of
increased amortization costs, mainly at FortisAlberta, as approved by the
regulator; and (iii) favourable changes in working capital and regulatory
deferral accounts. The favourable working capital changes were driven by greater
impacts of seasonality at the FortisBC Energy companies and higher Alberta
Electric System Operator net transmission-related receipts and payments at
FortisAlberta. The favourable changes in regulatory deferral accounts related
mainly to the increase in the RSDA at the FortisBC Energy companies, due to the
accumulation of over-recovered costs of providing service to customers during
2011.


Investing Activities: Cash used in investing activities was $43 million higher
quarter over quarter, driven by capital spending related to the non-regulated
Waneta hydroelectric generation expansion project (the "Waneta Expansion
Project") and higher capital expenditures at FortisAlberta.


Financing Activities: Cash used in financing activities was $86 million higher
quarter over quarter. Lower proceeds from the issuance of preference shares were
partially offset by lower repayments of short-term borrowings and long-term
debt, higher net borrowings under committed credit facilities and higher
advances from non-controlling interests.


Net repayments of short-term borrowings were $83 million lower quarter over
quarter. The net repayments during the first quarter of 2010 increased due to
FEI using proceeds from an equity injection by the Corporation to reduce
borrowings under the utility's credit facility.


Repayments of long-term debt and capital lease obligations and net borrowings
(repayments) under committed credit facilities for the first quarter of 2011
compared to the same quarter of 2010 are summarized in the following tables.




--------------------------------------------------------------------------
                                                                          
Repayments of Long-Term Debt and Capital Lease Obligations (Unaudited)    
                                                    Quarter Ended March 31
($ millions)                                      2011      2010  Variance
--------------------------------------------------------------------------
--------------------------------------------------------------------------
Fortis Properties                                   (2)      (14)       12
Other                                               (2)       (2)        -
--------------------------------------------------------------------------
Total                                               (4)      (16)       12
--------------------------------------------------------------------------
--------------------------------------------------------------------------
                                                                          
                                                                          
                                                                          
--------------------------------------------------------------------------
                                                                          
Net Borrowings (Repayments) Under Committed Credit Facilities (Unaudited) 
                                                   Quarter Ended March 31 
($ millions)                                     2011      2010  Variance 
--------------------------------------------------------------------------
--------------------------------------------------------------------------
FortisAlberta                                      12        40       (28)
FortisBC Electric                                   -        (9)        9 
Newfoundland Power                                 13        11         2 
Corporate                                         (10)      (71)       61 
--------------------------------------------------------------------------
Total                                              15       (29)       44 
--------------------------------------------------------------------------
--------------------------------------------------------------------------



Borrowings under credit facilities by the utilities are primarily in support of
their capital expenditure programs and/or for working capital requirements.
Repayments are primarily financed through the issuance of long-term debt, cash
from operations and/or equity injections from Fortis. From time to time,
proceeds from preference share, common share and long-term debt issues are used
to repay borrowings under the Corporation's committed credit facility. 


Advances of approximately $17 million were received, during the first quarter of
2011, from non-controlling interests in the Waneta Expansion Limited Partnership
("Waneta Partnership") to finance capital expenditures related to the Waneta
Expansion Project. 


In January 2010 Fortis completed a $250 million offering of First Preference
Shares, Series H. The net proceeds of approximately $242 million were used to
repay borrowings under the Corporation's committed credit facility and fund an
equity injection into FEI.


Common share dividends paid were $51 million during the first quarter of 2011,
up $3 million from the same quarter of 2010. The increase was due to a higher
quarterly dividend paid per common share and an increase in the number of common
shares outstanding. The dividend paid per common share for the first quarter of
2011 was $0.29 compared to $0.28 for the first quarter of 2010. The weighted
average number of common shares outstanding during the first quarter of 2011 was
175.0 million, compared to 171.6 million during the first quarter of 2010.


CONTRACTUAL OBLIGATIONS

Consolidated contractual obligations of Fortis over the next five years and for
periods thereafter, as at March 31, 2011, are outlined in the following table. A
detailed description of the nature of the obligations is provided in the MD&A
for the year ended December 31, 2010 and below, where applicable. 




--------------------------------------------------------------------------
                                                                          
Contractual Obligations                                                   
 (Unaudited)                                Due   Due in   Due in     Due 
As at March 31, 2011                   within 1  years 2  years 4  after 5
($ millions)                     Total     year    and 3    and 5    years
--------------------------------------------------------------------------
--------------------------------------------------------------------------
Long-term debt                   5,658       52      389      783    4,434
Brilliant Terminal Station          59        3        5        5       46
Gas purchase contract                                                     
 obligations (1)                   469      218      193       58        -
Power purchase obligations                                                
  FortisBC Electric              2,896       44       88       81    2,683
  FortisOntario                    446       45       97      101      203
  Maritime Electric                231       55       83       78       15
  Belize Electricity               155       14       34       37       70
Capital cost (2)                   443       17       32       34      360
Joint-use asset and share                                                 
 service agreements                 65        4        8        7       46
Office lease - FortisBC                                                   
 Electric                           18        2        3        3       10
Operating lease obligations        120       18       29       27       46
Defined benefit pension                                                   
 funding contributions (3)          69       27       38        1        3
Other                               18        3        7        7        1
--------------------------------------------------------------------------
Total                           10,647      502    1,006    1,222    7,917
--------------------------------------------------------------------------
--------------------------------------------------------------------------
(1) Based on index prices as at March 31, 2011                            
                                                                          
(2) Maritime Electric has entitlement to approximately 4.7% of the output 
    from Point Lepreau for the life of the unit. As part of its           
    participation agreement, the Company is obligated to pay its share of 
    capital and operating costs of the unit, which have been included in  
    the table above. However, as a result of the Accord, the Government of
    PEI is assuming responsibility for the payment of the monthly         
    operating and maintenance costs related to Point Lepreau, effective   
    March 1, 2011 until Point Lepreau is fully refurbished, which is      
    expected by fall 2012.                                                
                                                                          
(3) Consolidated defined benefit pension funding contributions include    
    current service, solvency and special funding amounts. The            
    contributions are based on estimates provided under the latest        
    completed actuarial valuations, which generally provide funding       
    estimates for a period of three to five years from the date of the    
    valuations. As a result, actual pension funding contributions may be  
    higher than these estimated amounts, pending completion of the next   
    actuarial valuations for funding purposes, which are expected to be   
    performed as of the following dates for the larger defined benefit    
    pension plans:                                                        
                                                                           
     December 31, 2010      FortisBC Electric                              
     December 31, 2011      Newfoundland Power                             
     December 31, 2012      FortisBC Energy (covering non-unionized        
                            employees)                                     
     December 31, 2013      FortisBC Energy (covering unionized employees) 
     The estimate of defined benefit pension funding contributions above   
     includes the impact of the outcome of the December 31, 2010 actuarial 
     valuation, completed during the first quarter of 2011, associated with
     the defined benefit pension plan at FortisBC Energy covering unionized
     employees, as well as other revised actuarial estimates.              



Other contractual obligations, which are not reflected in the above table, did
not change from that disclosed in the MD&A for the year ended December 31, 2010.



For a discussion of the nature and amount of the Corporation's consolidated
capital expenditure program, which is not included in the contractual
obligations table above, refer to the "Capital Program" section of this MD&A.


CAPITAL STRUCTURE

The Corporation's principal businesses of regulated gas and electricity
distribution require ongoing access to capital to allow the utilities to fund
maintenance and expansion of infrastructure. Fortis raises debt at the
subsidiary level to ensure regulatory transparency, tax efficiency and financing
flexibility. Fortis generally finances a significant portion of acquisitions at
the corporate level with proceeds from common share, preference share and
long-term debt issues. To help ensure access to capital, the Corporation targets
a consolidated long-term capital structure containing approximately 40% equity,
including preference shares, and 60% debt, as well as investment-grade credit
ratings. Each of the Corporation's regulated utilities maintains its own capital
structure in line with the deemed capital structure reflected in the utilities'
customer rates. 


The consolidated capital structure of Fortis is presented in the following table.



--------------------------------------------------------------------------
                                                                          
Capital Structure (Unaudited)                                        As at
                                      March 31, 2011     December 31, 2010
                              ($ millions)       (%)($ millions)       (%)
--------------------------------------------------------------------------
--------------------------------------------------------------------------
Total debt and capital lease                                              
 obligations (net of cash) (1)       5,829      57.5       5,914      58.4
Preference shares (2)                  912       9.0         912       9.0
Common shareholders' equity          3,397      33.5       3,305      32.6
--------------------------------------------------------------------------
Total (3)                           10,138     100.0      10,131     100.0
--------------------------------------------------------------------------
--------------------------------------------------------------------------
(1) Includes long-term debt and capital lease obligations, including      
 current portion, and short-term borrowings, net of cash                  
                                                                          
(2) Includes preference shares classified as both long-term liabilities   
 and equity                                                               
                                                                          
(3) Excludes amounts related to non-controlling interests                 
--------------------------------------------------------------------------



The change in the capital structure was driven by net earnings applicable to
common shares, net of common share dividends, and lower short-term borrowings,
combined with increased common shares outstanding mainly reflecting the impact
of the Corporation's dividend reinvestment and stock option plans. 


CREDIT RATINGS

The Corporation's credit ratings are as follows:



Standard & Poor's  A- (long-term corporate and unsecured debt credit      
                   rating)                                                
DBRS               A(low) (unsecured debt credit rating)                  



The credit ratings reflect the Corporation's low business-risk profile and
diversity of its operations, the stand-alone nature and financial separation of
each of the regulated subsidiaries of Fortis, management's commitment to
maintaining low levels of debt at the holding company level and the significant
reduction in external debt at FortisBC Holdings Inc., the Corporation's
reasonable credit metrics and its demonstrated ability and continued focus on
acquiring and integrating stable regulated utility businesses financed on a
conservative basis.


CAPITAL PROGRAM

Capital investment in infrastructure is required to ensure continued and
enhanced performance, reliability and safety of the gas and electricity systems
and to meet customer growth. All costs considered to be maintenance and repairs
are expensed as incurred. Costs related to replacements, upgrades and
betterments of capital assets are capitalized as incurred. 


A breakdown of the $233 million in gross capital expenditures by segment for the
first quarter of 2011 is provided in the following table.




----------------------------------------------------------------------------
Gross Consolidated Capital Expenditures (Unaudited) (1)                     
Quarter Ended March 31, 2011                                                
($ millions)                                                                
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                 Other                                      
                                  Regu-         Regu-                       
                                 lated  Total   lated                       
                                  Elec-  Regu-  Elec-                       
                                  tric   lated   tric     Non-              
 FortisBC                   New- Utili- Utili- Utili-    Regu-              
   Energy Fortis          found- ties - ties - ties -  lated -  Fortis      
     Com- Alber- FortisBC   land  Cana-  Cana-  Cari- Utility  Proper-      
   panies ta (2) Electric  Power   dian   dian  bbean      (3)    ties Total
----------------------------------------------------------------------------
       49     85       30     14      8    186     21       23       3   233
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            
(1)Relates to cash payments to acquire or construct utility capital assets, 
income producing properties and intangible assets, as reflected in the      
consolidated statement of cash flows. Includes asset removal and site       
restoration expenditures, net of salvage proceeds, for those utilities where
such expenditures are permissible in rate base in 2011. Excludes capitalized
amortization and non-cash equity component of the allowance for funds used  
during construction.                                                        
                                                                            
(2)Includes payments made to the Alberta Electric System Operator for       
investment in transmission-related capital projects                         
                                                                            
(3)Includes non-regulated generation, mainly related to the Waneta Expansion
Project, and corporate capital expenditures                                 
----------------------------------------------------------------------------



There has been no material change in forecast gross consolidated capital
expenditures for 2011 from the approximate $1.2 billion forecast as was
disclosed in the MD&A for the year ended December 31, 2010. Planned capital
expenditures are based on detailed forecasts of energy demand, weather, cost of
labour and materials, as well as other factors, including economic conditions,
which could change and cause actual expenditures to differ from forecasts. 


There are no material changes in the overall expected level, nature and timing
of the Corporation's significant capital projects from those disclosed in the
MD&A for the year ended December 31, 2010, except as described below.


In March 2011 Fortis Properties filed a development application to construct a
12-storey office building in St. John's, Newfoundland, subject to municipal
government approval. The $50 million project will feature 145,000 square feet of
Class A office space and include 183 parking spaces and is expected to be
completed in 2013. 


Over the five-year period 2011 through 2015, consolidated gross capital
expenditures are expected to be approximately $5.5 billion. Approximately 63% of
the capital spending is expected to be incurred at the regulated electric
utilities, driven by FortisAlberta and FortisBC Electric. Approximately 20% and
17% of the capital spending is expected to be incurred at the regulated gas
utilities and at the non-regulated operations, respectively. Capital
expenditures at the regulated utilities are subject to regulatory approval. 


CASH FLOW REQUIREMENTS 

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


The Corporation's ability to service its debt obligations and pay dividends on
its common and preference shares is dependent on the financial results of the
operating subsidiaries and the related cash payments from these subsidiaries.
Certain regulated subsidiaries may be subject to restrictions which may limit
their ability to distribute cash to Fortis. Cash required of Fortis to support
subsidiary capital expenditure programs and finance acquisitions is expected to
be derived from a combination of borrowings under the Corporation's committed
credit facility and proceeds from the issuance of common shares, preference
shares and long-term debt. Depending on the timing of cash payments from the
subsidiaries, borrowings under the Corporation's committed credit facility may
be required from time to time to support the servicing of debt and payment of
dividends. 


As at March 31, 2011, management expects consolidated long-term debt maturities
and repayments to average approximately $250 million annually over the next five
years. The combination of available credit facilities and relatively low annual
debt maturities and repayments provide the Corporation and its subsidiaries with
flexibility in the timing of access to capital markets.


As a result of the regulator's Final Decision on Belize Electricity's 2008/2009
Rate Application in June 2008, Belize Electricity continues to not meet certain
debt covenant financial ratios related to loans with the International Bank for
Reconstruction and Development and the Caribbean Development Bank totalling $4
million (BZ$8 million) as at March 31, 2011. 


As the hydroelectric assets and water rights of the Exploits River Hydro
Partnership ("Exploits Partnership") had been provided as security for the
Exploits Partnership term loan, the expropriation of such assets and rights by
the Government of Newfoundland and Labrador constituted an event of default
under the loan. The term loan is without recourse to Fortis and was
approximately $57 million as at March 31, 2011 (December 31, 2010 - $58
million). The lenders of the term loan have not demanded accelerated repayment.
The scheduled repayments under the term loan are being made by Nalcor, a Crown
corporation, acting as an agent for the Government of Newfoundland and Labrador
with respect to the expropriation matters. For further information refer to Note
30 to the Corporation's 2010 annual audited consolidated financial statements. 


Except for the debt at Belize Electricity and the Exploits Partnership, as
discussed above, Fortis and its subsidiaries were in compliance with debt
covenants as at March 31, 2011 and are expected to remain compliant throughout
2011.


CREDIT FACILITIES

As at March 31, 2011, the Corporation and its subsidiaries had consolidated
credit facilities of approximately $2.1 billion, of which $1.5 billion was
unused, including $445 million unused under the Corporation's $600 million
committed revolving credit facility. The credit facilities are syndicated almost
entirely with the seven largest Canadian banks, with no one bank holding more
than 25% of these facilities. Approximately $2.0 billion of the total credit
facilities are committed facilities, the majority of which currently have
maturities in 2012, 2013 and 2014.


The following table outlines the credit facilities of the Corporation and its
subsidiaries.




--------------------------------------------------------------------------
Credit Facilities (Unaudited)                                       As at 
                       Corporate Regulated     Fortis March 31,  December 
($ millions)           and Other Utilities Properties      2011  31, 2010 
--------------------------------------------------------------------------
--------------------------------------------------------------------------
Total credit facilities      645     1,440         13     2,098     2,109 
Credit facilities                                                         
 utilized:                                                                
  Short-term borrowings        -      (255)        (4)     (259)     (358)
  Long-term debt                                                          
   (including current                                                     
   portion)                 (155)      (79)         -      (234)     (218)
Letters of credit                                                         
 outstanding                  (1)     (122)         -      (123)     (124)
--------------------------------------------------------------------------
Credit facilities                                                         
 unused                      489       984          9     1,482     1,409 
--------------------------------------------------------------------------
--------------------------------------------------------------------------



As at March 31, 2011 and December 31, 2010, certain borrowings under the
Corporation's and subsidiaries' credit facilities were classified as long-term
debt. These borrowings are under long-term committed credit facilities and
management's intention is to refinance these borrowings with long-term permanent
financing during future periods. 


In February 2011 Maritime Electric renewed its unsecured committed revolving
credit facility, which matures annually in March. The unsecured committed
revolving credit facility was reduced from $60 million to $50 million.


In April 2011 FortisBC Electric negotiated and finalized an amended credit
facility agreement resulting in an extension to the maturity of the Company's
$150 million unsecured committed revolving credit facility with $100 million now
maturing in May 2014 and $50 million now maturing in May 2012. 


FINANCIAL INSTRUMENTS

The carrying values of the Corporation's consolidated financial instruments
approximate their fair values, reflecting the short-term maturity, normal trade
credit terms and/or nature of these instruments, except as follows:




--------------------------------------------------------------------------
Financial Instruments (Unaudited)                                    As at
                                          March 31, 2011 December 31, 2010
                                               Estimated         Estimated
                                       Carrying     Fair Carrying     Fair
($ millions)                              Value    Value    Value    Value
--------------------------------------------------------------------------
--------------------------------------------------------------------------
Waneta Partnership promissory note           43       41       42       40
Long-term debt, including current                                         
 portion (1)                              5,658    6,278    5,669    6,431
Preference shares, classified as debt                                     
 (2)                                        320      343      320      344
--------------------------------------------------------------------------
--------------------------------------------------------------------------
(1) Carrying value as at March 31, 2011 excludes unamortized deferred     
 financing costs of $41 million (December 31, 2010 - $42 million) and     
 capital lease obligations of $39 million (December 31, 2010 - $38        
 million).                                                                
                                                                          
(2) Preference shares classified as equity do not meet the definition of a
 financial instrument; however, the estimated fair value of the           
 Corporation's $592 million preference shares classified as equity was    
 $612 million as at March 31, 2011 (December 31, 2010 - $615 million).    
--------------------------------------------------------------------------



The fair value of long-term debt is calculated using quoted market prices when
available. When quoted market prices are not available, as is the case with the
Waneta Partnership promissory note, the fair value is determined by discounting
the future cash flows of the specific debt instrument at an estimated yield to
maturity equivalent to benchmark government bonds or treasury bills, with
similar terms to maturity, plus a market credit risk premium equal to that of
issuers of similar credit quality. Since the Corporation does not intend to
settle the long-term debt or promissory note prior to maturity, the fair value
estimate does not represent an actual liability and, therefore, does not include
exchange or settlement costs. The fair value of the Corporation's preference
shares is determined using quoted market prices. 


Risk Management: The Corporation's earnings from, and net investment in,
self-sustaining foreign subsidiaries are exposed to fluctuations in the US
dollar-to-Canadian dollar exchange rate. The Corporation has effectively
decreased the above exposure through the use of US dollar borrowings at the
corporate level. The foreign exchange gain or loss on the translation of US
dollar-denominated interest expense partially offsets the foreign exchange loss
or gain on the translation of the Corporation's foreign subsidiaries' earnings,
which are denominated in US dollars or a currency pegged to the US dollar.
Belize Electricity's reporting currency is the Belizean dollar, while the
reporting currency of Caribbean Utilities, FortisUS Energy Corporation, Belize
Electric Company Limited, and Fortis Turks and Caicos is the US dollar. The
Belizean dollar is pegged to the US dollar at BZ$2.00=US$1.00. 


As at March 31, 2011, all of the Corporation's US$590 million (December 31, 2010
- US$590 million) corporately held long-term debt had been designated as a hedge
of a significant portion of the Corporation's foreign net investments. Foreign
currency exchange rate fluctuations associated with the translation of the
Corporation's corporately held US dollar borrowings designated as hedges are
recognized in other comprehensive income and help offset unrealized foreign
currency gains and losses on the foreign net investments, which are also
recognized in other comprehensive income. As at March 31, 2011, 98% of the
Corporation's foreign net investments were hedged (December 31, 2010 - 99%). 


From time to time, the Corporation and its subsidiaries hedge exposures to
fluctuations in interest rates, foreign exchange rates and natural gas prices
through the use of derivative financial instruments. The Corporation and its
subsidiaries do not hold or issue derivative financial instruments for trading
purposes. 


The following table summarizes the valuation of the Corporation's derivative
financial instruments.




--------------------------------------------------------------------------
Derivative Financial Instruments (Unaudited)                        As at 
                                      March 31, 2011    December 31, 2010 
                                 Carrying  Estimated  Carrying  Estimated 
                Term to Number      Value Fair Value     Value Fair Value 
               Maturity of Con- ($ milli-  ($ milli- ($ milli-  ($ milli- 
Liability       (years)  tracts      ons)       ons)      ons)       ons) 
--------------------------------------------------------------------------
--------------------------------------------------------------------------
Foreign                                                                   
 exchange                                                                 
 forward      less than                                                   
 contracts          1.5       2         -          -         -          - 
Natural gas                                                               
 derivatives:                                                             
  Swaps and                                                               
   options      Up to 4     123      (121)      (121)     (162)      (162)
  Gas purchase                                                            
   contract                                                               
   premiums     Up to 3      30        (2)        (2)       (5)        (5)
--------------------------------------------------------------------------
--------------------------------------------------------------------------



The foreign exchange forward contracts are held by the FortisBC Energy
companies. During 2010 FEI entered into a foreign exchange forward contract to
hedge the cash flow risk related to approximately US$7 million remaining to be
paid under a contract for the implementation of a customer information system.
FEVI also hedges the cash flow risk related to approximately US$1 million
remaining to be paid under a contract for the construction of an LNG storage
facility. 


The natural gas derivatives are held by the FortisBC Energy companies and are
used to fix the effective purchase price of natural gas, as the majority of the
natural gas supply contracts have floating, rather than fixed, prices. The price
risk-management strategy of the FortisBC Energy companies aims to improve the
likelihood that natural gas prices remain competitive with electricity rates,
temper gas price volatility on customer rates and reduce the risk of regional
price discrepancies. 


The changes in the fair values of the foreign exchange forward contracts and
natural gas derivatives are deferred as a regulatory asset or liability, subject
to regulatory approval, for recovery from, or refund to, customers in future
rates. The fair values of the foreign exchange forward contracts and the natural
gas derivatives were recorded in accounts payable as at March 31, 2011 and as at
December 31, 2010. 


The foreign exchange forward contracts are valued using the present value of
cash flows based on a market foreign exchange rate and the foreign exchange
forward rate curve. The natural gas derivatives are valued using the present
value of cash flows based on market prices and forward curves for the commodity
cost of natural gas. The fair values of the foreign exchange forward contracts
and natural gas derivatives are estimates of the amounts the FortisBC Energy
companies would have to receive or pay to terminate the outstanding contracts as
at the balance sheet dates. 


The fair values of the Corporation's financial instruments, including
derivatives, reflect point-in-time estimates based on current and relevant
market information about the instruments as at the balance sheet dates. The
estimates cannot be determined with precision as they involve uncertainties and
matters of judgment and, therefore, may not be relevant in predicting the
Corporation's future consolidated earnings or cash flows.


OFF-BALANCE SHEET ARRANGEMENTS

With the exception of letters of credit outstanding of $123 million, as at March
31, 2011, the Corporation had no off-balance sheet arrangements, such as
transactions, agreements or contractual arrangements with unconsolidated
entities, structured finance entities, special purpose entities or variable
interest entities, that are reasonably likely to materially affect liquidity or
the availability of, or requirements for, capital resources. 


BUSINESS RISK MANAGEMENT

There were no changes in the Corporation's significant business risks during the
first quarter of 2011 from those disclosed in the MD&A for the year ended
December 31, 2010, except for those described below.


Capital Resources and Liquidity Risk - Credit Ratings:  Fortis and its regulated
utilities do not anticipate any material adverse rating actions by the credit
rating agencies in the near term. During the first quarter of 2011, DBRS
confirmed its existing credit rating for Newfoundland Power.


Defined Benefit Pension Plan Performance: As at March 31, 2011, the fair value
of the Corporation's consolidated defined benefit pension plan assets was $746
million, up $19 million, or 2.6%, from $727 million as at December 31, 2010. 


Labour Relations: The collective agreement between FortisBC Electric and Local
378 of the Canadian Office and Professional Employees Union ("COPE") expired
January 31, 2011. The Company and COPE were exploring the amalgamation of
FortisBC Electric and FEI's collective agreements with COPE. The parties have
agreed to terminate discussions and proceed with negotiations to renew the COPE
collective agreement for FortisBC Electric. In the interim, the current
collective agreement remains in full effect until such time as the parties
negotiate and ratify a new agreement.


CHANGE IN ACCOUNTING TREATMENT

Effective January 1, 2011, as approved by the regulator, the cost of OPEB plans
at Newfoundland Power is being expensed and recovered in customer rates based on
the accrual method of accounting for OPEBs. The Company's transitional
regulatory OPEB asset of $53 million as at December 31, 2010 is being amortized
on a straight-line basis over 15 years. During the three months ended March 31,
2011, operating expenses increased by approximately $2 million as a result of
this change in accounting treatment. Prior to January 1, 2011, the cost of OPEB
plans at Newfoundland Power was being expensed and recovered in customer rates
based on the cash payments made.


FUTURE ACCOUNTING CHANGES

Adoption of New Accounting Standards:  Due to the continued uncertainty around
the timing and adoption of a rate-regulated accounting standard by the
International Accounting Standards Board, Fortis has evaluated the option of
adopting United States generally accepted accounting principles ("US GAAP"), as
opposed to International Financial Reporting Standards ("IFRS"), effective
January 1, 2012. Canadian rules allow a reporting issuer to prepare and file its
financial statements in accordance with US GAAP by qualifying as a U.S.
Securities and Exchange Commission ("SEC") Issuer. An SEC Issuer is defined
under the Canadian rules as an issuer that: (i) has a class of securities
registered with the SEC under Section 12 of the U.S. Securities Exchange Act of
1934, as amended (the "Exchange Act"); or (ii) is required to file reports under
Section 15(d) of the Exchange Act. The Corporation has developed and initiated a
plan to become an SEC Issuer by December 31, 2011. As an SEC Issuer, Fortis will
then be permitted to prepare and file its consolidated financial statements in
accordance with US GAAP. Barring a change that will provide certainty as to the
Corporation's ability to recognize regulatory assets and liabilities under IFRS,
Fortis expects to prepare its consolidated financial statements in accordance
with US GAAP for all interim and annual periods beginning on or after January 1,
2012. Several other Canadian investor-owned rate-regulated utilities are also
expected to take a similar approach to possible adoption of US GAAP in 2012.


The adoption of US GAAP in 2012 is expected to result in fewer significant
changes to the Corporation's accounting policies as compared to accounting
policy changes that may have resulted from the adoption of IFRS. The
Corporation's application of Canadian GAAP currently relies on US GAAP for
guidance on accounting for rate-regulated activities, which allows the economic
impact of rate-regulated activities to be recognized in the consolidated
financial statements in a manner consistent with the timing by which amounts are
reflected in customer rates. Fortis believes that the continued application of
rate-regulated accounting, and the associated recognition of regulatory assets
and liabilities under US GAAP, more accurately reflects the impact that rate
regulation has on the Corporation's consolidated financial position and results
of operations. Should the Corporation not be successful in becoming an SEC
Issuer by December 31, 2011, Fortis will be required to adopt IFRS effective
January 1, 2012. 


The Corporation has developed a three-phase plan to adopt US GAAP effective
January 1, 2012. The following is an overview of the activities under each phase
and their current status.


Phase I - Scoping and Diagnostics: This phase consists of project initiation and
awareness; project planning and resourcing; identification of high-level
differences between US GAAP and Canadian GAAP to highlight areas where detailed
analysis is needed to determine and conclude as to the nature and extent of
impacts; and identification of SEC registration procedures and subsequent
reporting requirements. External accounting and legal advisors were engaged
during this phase to assist the Corporation's internal US GAAP conversion team
and to provide technical input and expertise as required. Phase I commenced in
the fourth quarter of 2010 and is now substantially complete. All remaining
Phase I activities are scheduled for completion by mid-2011. 


Phase II - Analysis and Development: This phase consists of detailed diagnostics
and evaluation of the financial impacts of adopting US GAAP based on the
high-level assessment conducted under Phase I; the registration of securities as
required to achieve SEC Issuer status; identification and design of any new
operational or financial business processes; and development of required
solutions to address identified issues. Phase II also includes an assessment of
ongoing requirements of the US Sarbanes-Oxley Act ("SOX"), including auditor
attestation of internal controls over financial reporting, and a comparison of
the requirements under SOX to those required in Canada under National Instrument
52-109 Certification of Disclosure in Issuers' Annual and Interim Filings. 


Phase II of the plan commenced in January 2011. Based on the research and
analysis completed to date, and the Corporation's continued ability to apply
rate-regulated accounting policies under US GAAP, the differences between US
GAAP and Canadian GAAP are not expected to have a material impact on
consolidated earnings and are expected to be mostly limited to changes in
balance sheet classifications and additional disclosure requirements. The impact
on information systems is also expected to be minimal.


Phase II, including the quantification of differences between US GAAP and
Canadian GAAP and reconciliation of the Corporation's financial statements from
Canadian GAAP to US GAAP for 2009 and 2010, is scheduled for completion by
September 30, 2011.


Phase III - Implementation and Review: This phase involves implementation of the
changes required by the Corporation to prepare and file its consolidated
financial statements based on US GAAP beginning in 2012 and communication of the
associated impacts. Phase III will commence in the second quarter of 2011.
Beginning with the first quarter of 2012, the Corporation's unaudited interim
consolidated financial statements are expected to be prepared in accordance with
US GAAP. Phase III will essentially conclude when the Corporation issues its
first annual audited US GAAP consolidated financial statements for the year
ending December 31, 2012.


CRITICAL ACCOUNTING ESTIMATES

The preparation of the Corporation's interim unaudited consolidated financial
statements in accordance with Canadian GAAP requires management to make
estimates and judgments that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at the date
of the consolidated financial statements and the reported amounts of revenue and
expenses during the reporting periods. Estimates and judgments are based on
historical experience, current conditions and various other assumptions believed
to be reasonable under the circumstances. Additionally, certain estimates and
judgments are necessary since the regulatory environments in which the
Corporation's utilities operate often require amounts to be recorded at
estimated values until these amounts are finalized pursuant to regulatory
decisions or other regulatory proceedings. Due to changes in facts and
circumstances and the inherent uncertainty involved in making estimates, actual
results may differ significantly from current estimates. Estimates and judgments
are reviewed periodically and, as adjustments become necessary, are reported in
earnings in the period they become known. 

Interim financial statements may also employ a greater use of estimates than the
annual financial statements. There were no material changes in the nature of the
Corporation's critical accounting estimates during the first quarter of 2011
from those disclosed in the MD&A for the year ended December 31, 2010.


Contingencies: The Corporation and its subsidiaries are subject to various legal
proceedings and claims associated with ordinary course business operations.
Management believes that the amount of liability, if any, from these actions
would not have a material effect on the Corporation's consolidated financial
position or results of operations. There were no material changes in the
Corporation's contingent liabilities from those disclosed in the MD&A for the
year ended December 31, 2010.


SUMMARY OF QUARTERLY RESULTS

The following table sets forth unaudited quarterly information for each of the
eight quarters ended June 30, 2009 through March 31, 2011. The quarterly
information has been obtained from the Corporation's interim unaudited
consolidated financial statements which, in the opinion of management, have been
prepared in accordance with Canadian GAAP and as required by utility regulators.
The timing of the recognition of certain assets, liabilities, revenue and
expenses, as a result of regulation, may differ from that otherwise expected
using Canadian GAAP for non-regulated entities. The differences and nature of
regulation are disclosed in Notes 2, 3 and 5 to the Corporation's 2010 annual
audited consolidated financial statements. The quarterly financial results are
not necessarily indicative of results for any future period and should not be
relied upon to predict future performance. 




--------------------------------------------------------------------------
                                  Net Earnings                            
                                  Attributable                            
Summary of                           to Common                            
 Quarterly Results                      Equity                            
(Unaudited)              Revenue  Shareholders   Earnings per Common Share
Quarter Ended       ($ millions)  ($ millions)        Basic($) Diluted ($)
--------------------------------------------------------------------------
--------------------------------------------------------------------------
March 31, 2011             1,164           117          0.67          0.65
December 31, 2010          1,036            85          0.49          0.47
September 30, 2010           720            45          0.26          0.26
June 30, 2010                835            55          0.32          0.32
March 31, 2010             1,073           100          0.58          0.56
December 31, 2009          1,020            81          0.48          0.46
September 30, 2009           665            36          0.21          0.21
June 30, 2009                756            53          0.31          0.31
--------------------------------------------------------------------------
--------------------------------------------------------------------------



A summary of the past eight quarters reflects the Corporation's continued
organic growth and growth from acquisitions, as well as the seasonality
associated with its businesses. Interim results will fluctuate due to the
seasonal nature of gas and electricity demand and water flows, as well as the
timing and recognition of regulatory decisions. Revenue is also affected by the
cost of fuel and purchased power and the commodity cost of natural gas, which
are flowed through to customers without markup. Given the diversified nature of
the Fortis subsidiaries, seasonality may vary. Most of the annual earnings of
the FortisBC Energy companies are realized in the first and fourth quarters.
Financial results for the fourth quarter ended December 31, 2009 reflected the
favourable cumulative retroactive impact, from January 1, 2009, associated with
an increase in the allowed ROE and equity component for FortisAlberta. The
commissioning of the Vaca hydroelectric generating facility in March 2010 has
favourably impacted financial results since that date. Financial results for the
third quarter ended September 30, 2010 reflected the favourable cumulative
retroactive impact associated with a 2010-2011 regulatory rate decision for
FortisAlberta. To a lesser degree, financial results from October 2009 have been
favourably impacted by the acquisition of Algoma Power.


March 2011/March 2010: Net earnings attributable to common equity shareholders
were $117 million, or $0.67 per common share, for the first quarter of 2011
compared to earnings of $100 million, or $0.58 per common share, for the first
quarter of 2010. A discussion of the variances between the financial results for
the first quarter of 2011 and the first quarter of 2010 is provided in the
"Financial Highlights" section of this MD&A.


December 2010/December 2009: Net earnings attributable to common equity
shareholders were $85 million, or $0.49 per common share, for the fourth quarter
of 2010 compared to earnings of $81 million, or $0.48 per common share, for the
fourth quarter of 2009. The increase was mainly due to improved performance at
Canadian Regulated Electric Utilities, non-regulated hydroelectric generation
operations in Belize and lower effective corporate income taxes at Fortis
Properties, partially offset by lower earnings from the FortisBC Energy
companies and Caribbean Regulated Electric Utilities. Improved performance at
Canadian Regulated Electric Utilities was driven by overall growth in electrical
infrastructure investment, combined with customer growth at FortisAlberta and
the higher allowed ROE at FortisBC Electric. Earnings were lower quarter over
quarter at the FortisBC Energy companies, as a result of higher
regulator-approved operating expenses and the timing of the recognition of these
increased expenses, and at Caribbean Regulated Electric Utilities, mainly due to
lower electricity sales associated with cooler-than-normal temperatures
experienced in the region and the inability of Belize Electricity to earn a fair
and reasonable return due to regulatory challenges. Earnings for the fourth
quarter of 2009 were reduced by $5 million related to the expensing of the
project cost overrun associated with the conversion Whistler customer appliances
from propane to natural gas, but were favourably impacted by a one-time $3
million tax adjustment at FortisOntario. 


September 2010/September 2009: Net earnings attributable to common equity
shareholders were $45 million, or $0.26 per common share, for the third quarter
of 2010 compared to earnings of $36 million, or $0.21 per common share, for the
third quarter of 2009. The increase in earnings was mainly due to improved
performance at the regulated electric utilities in western Canada and
non-regulated hydroelectric generation operations, partially offset by a higher
loss incurred at the FortisBC Energy companies and higher corporate expenses.
Improved performance at the regulated electric utilities in western Canada was
due to higher allowed ROEs and/or equity component of capital structure, growth
in electrical infrastructure investment combined with an increase in the number
of customers at FortisAlberta, partially offset by a weather-related decrease in
electricity sales at FortisBC Electric and lower net transmission revenue at
FortisAlberta. The increase in earnings' contribution from non-regulated
hydroelectric generation operations was the result of increased production in
Belize, driven by higher rainfall and the commissioning of the Vaca
hydroelectric generating facility in March 2010, and lower finance charges. The
higher loss at the FortisBC Energy companies quarter over quarter largely
related to increased operating and maintenance expenses at FEI that were
approved by the BCUC as part of the recent NSA. The loss in the third quarter of
2010, however, was reduced by $4 million (after tax) related to the
BCUC-approved reversal of most of the project cost overrun previously expensed
in the fourth quarter of 2009 associated with the conversion of Whistler
customer appliances from propane to natural gas. The increase in corporate
expenses was associated with higher preference share dividends, partially offset
by lower finance charges.


June 2010/June 2009: Net earnings attributable to common equity shareholders
were $55 million, or $0.32 per common share, for the second quarter of 2010
compared to earnings of $53 million, or $0.31 per common share, for the second
quarter of 2009. The increase in earnings was driven by the FortisBC Energy
companies and FortisBC Electric, partially offset by higher corporate expenses.
The increase in earnings at the FortisBC Energy companies related to higher
allowed ROEs and equity component of capital structure. The improvement in
earnings at FortisBC Electric was the result of a higher allowed ROE and growth
in electrical infrastructure investment, partially offset by lower electricity
sales due to cooler weather experienced in June 2010. The increase in corporate
expenses was mainly due to business development costs incurred in 2010 and
preference share dividends, partially offset by higher interest income related
to increased inter-company lending. Earnings at FortisAlberta were comparable
quarter over quarter. The impact of a higher allowed ROE and equity component of
capital structure, compared to those reflected in FortisAlberta's earnings for
the second quarter of 2009, combined with growth in electrical infrastructure
investment and an increase in customers, was mainly offset by lower corporate
income tax recoveries and lower net transmission revenue. 


OUTLOOK 

The Corporation's significant capital program, which is expected to be $5.5
billion over the next five years, should drive growth in earnings and dividends.



The Corporation continues to pursue acquisitions for profitable growth, focusing
on regulated electric and natural gas utilities in the United States and Canada.
Fortis will also pursue growth in its non-regulated businesses in support of its
regulated utility growth strategy.


OUTSTANDING SHARE DATA 

As at May 3, 2011, the Corporation had issued and outstanding 175.5 million
common shares; 5.0 million First Preference Shares, Series C; 8.0 million First
Preference Shares, Series E; 5.0 million First Preference Shares, Series F; 9.2
million First Preference Shares, Series G; and 10.0 million First Preference
Shares, Series H. Only the common shares of the Corporation have voting rights. 


The number of common shares of Fortis that would be issued if all outstanding
stock options, convertible debt and First Preference Shares, Series C and E were
converted as at May 3, 2011 is as follows:




-------------------------------------------------------------------
Conversion of Securities into Common Shares(Unaudited)             
As at May 3, 2011                                                  
                                                  Number of Common 
Security                                          Shares (millions)
-------------------------------------------------------------------
-------------------------------------------------------------------
Stock Options                                                   5.0
Convertible Debt                                                1.4
First Preference Shares, Series C                               4.1
First Preference Shares, Series E                               6.5
-------------------------------------------------------------------
Total                                                          17.0
-------------------------------------------------------------------
-------------------------------------------------------------------



Additional information, including the Fortis 2010 Annual Information Form,
Management Information Circular and Annual Report, is available on SEDAR at
www.sedar.com and on the Corporation's website at www.fortisinc.com. 


FORTIS INC.

Interim Consolidated Financial Statements

For the three months ended March 31, 2011 and 2010

(Unaudited)



                               Fortis Inc.                                
                 Consolidated Balance Sheets (Unaudited)                  
                                  As at                                   
                    (in millions of Canadian dollars)                     
                                                                          
                                                   March 31, December 31, 
                                                        2011         2010 
--------------------------------------------------------------------------
--------------------------------------------------------------------------
                                                                          
ASSETS                                                                    
                                                                          
Current assets                                                            
Cash and cash equivalents                               $ 86        $ 109 
Accounts receivable (Note 18)                            700          655 
Prepaid expenses                                          18           17 
Regulatory assets (Note 5)                               201          241 
Inventories (Note 6)                                      88          168 
Future income taxes                                       16           14 
                                                --------------------------
                                                       1,109        1,204 
                                                                          
Assets held for sale                                      45           45 
Other assets                                             166          168 
Regulatory assets (Note 5)                               866          831 
Future income taxes                                       10           16 
Utility capital assets                                 8,351        8,202 
Income producing properties                              556          560 
Intangible assets                                        325          324 
Goodwill                                               1,549        1,553 
                                                --------------------------
                                                                          
                                                    $ 12,977     $ 12,903 
--------------------------------------------------------------------------
--------------------------------------------------------------------------
                                                                          
LIABILITIES AND SHAREHOLDERS' EQUITY                                      
                                                                          
Current liabilities                                                       
Short-term borrowings (Note 18)                        $ 259        $ 358 
Accounts payable and accrued charges                     942          953 
Dividends payable                                         55           54 
Income taxes payable                                      42           30 
Regulatory liabilities (Note 5)                           89           60 
Current installments of long-term debt and                                
 capital lease obligations (Note 7)                       55           56 
Future income taxes                                        3            6 
                                                --------------------------
                                                       1,445        1,517 
                                                                          
Other liabilities                                        309          308 
Regulatory liabilities (Note 5)                          509          467 
Future income taxes                                      629          623 
Long-term debt and capital lease obligations                              
 (Note 7)                                              5,601        5,609 
Preference shares                                        320          320 
                                                --------------------------
                                                       8,813        8,844 
                                                --------------------------
                                                                          
Shareholders' equity                                                      
Common shares (Note 8)                                 2,607        2,578 
Preference shares                                        592          592 
Contributed surplus                                       12           12 
Equity portion of convertible debentures                   5            5 
Accumulated other comprehensive loss (Note 10)           (97)         (94)
Retained earnings                                        870          804 
                                                --------------------------
                                                       3,989        3,897 
Non-controlling interests                                175          162 
                                                --------------------------
                                                       4,164        4,059 
                                                --------------------------
                                                                          
                                                    $ 12,977     $ 12,903 
--------------------------------------------------------------------------
--------------------------------------------------------------------------
                                                                          
Contingent liabilities and commitments (Note 19)                          
                                                                          
See accompanying Notes to Interim Consolidated Financial Statements       
                                                                          
                                                                          
                                                                          
                                Fortis Inc.                               
              Consolidated Statements of Earnings (Unaudited)             
                    For the three months ended March 31                   
        (in millions of Canadian dollars, except per share amounts)       
                                                                          
                                                             Quarter Ended
                                                          2011        2010
--------------------------------------------------------------------------
--------------------------------------------------------------------------
                                                                          
                                                                          
Revenue                                                $ 1,164     $ 1,073
                                                  ------------------------
                                                                          
Expenses                                                                  
  Energy supply costs                                      603         552
  Operating                                                213         202
  Amortization                                             103          94
                                                  ------------------------
                                                           919         848
                                                  ------------------------
                                                                          
Operating income                                           245         225
                                                                          
Finance charges (Note 12)                                   90          90
                                                  ------------------------
                                                                          
Earnings before corporate taxes                            155         135
                                                                          
Corporate taxes (Note 13)                                   30          28
                                                  ------------------------
                                                                          
Net earnings                                             $ 125       $ 107
                                                  ------------------------
                                                                          
Net earnings attributable to:                                             
  Non-controlling interests                                $ 1         $ 1
  Preference equity shareholders                             7           6
  Common equity shareholders                               117         100
                                                  ------------------------
                                                         $ 125       $ 107
                                                  ------------------------
                                                                          
Earnings per common share (Note 8)                                        
  Basic                                                 $ 0.67      $ 0.58
  Diluted                                               $ 0.65      $ 0.56
                                                                          
--------------------------------------------------------------------------
--------------------------------------------------------------------------
                                                                          
See accompanying Notes to Interim Consolidated Financial Statements       
                                                                          
                                                                          
                                                                          
                               Fortis Inc.                                
         Consolidated Statements of Retained Earnings (Unaudited)         
                   For the three months ended March 31                    
                    (in millions of Canadian dollars)                     
                                                                          
                                                            Quarter Ended 
                                                        2011         2010 
--------------------------------------------------------------------------
--------------------------------------------------------------------------
                                                                          
                                                                          
Balance at beginning of period                         $ 804        $ 763 
Net earnings attributable to common and                                   
 preference equity shareholders                          124          106 
                                                --------------------------
                                                         928          869 
                                                                          
Dividends on common shares                               (51)         (96)
Dividends on preference shares classified as                              
 equity                                                   (7)          (6)
                                                --------------------------
                                                                          
Balance at end of period                               $ 870        $ 767 
--------------------------------------------------------------------------
--------------------------------------------------------------------------
                                                                          
See accompanying Notes to Interim Consolidated Financial Statements       
                                                                          
                                                                          
                                                                          
                               Fortis Inc.                                
       Consolidated Statements of Comprehensive Income (Unaudited)        
                   For the three months ended March 31                    
                    (in millions of Canadian dollars)                     
                                                                          
                                                            Quarter Ended 
                                                      2011           2010 
--------------------------------------------------------------------------
--------------------------------------------------------------------------
                                                                          
                                                                          
Net earnings                                         $ 125          $ 107 
                                            ------------------------------
                                                                          
Other comprehensive (loss) income                                         
Unrealized foreign currency translation                                   
 losses on net investments in self-                                       
 sustaining foreign operations                         (15)           (20)
Gains on hedges of net investments in self-                               
 sustaining foreign operations                          14             14 
Corporate tax expense                                   (2)            (2)
                                            ------------------------------
Unrealized foreign currency translation                                   
 losses, net of hedging activities and                                    
 tax(Note 10)                                           (3)            (8)
                                            ------------------------------
                                                                          
Comprehensive income                                 $ 122           $ 99 
                                            ------------------------------
                                                                          
Comprehensive income attributable to:                                     
Non-controlling interests                              $ 1            $ 1 
Preference equity shareholders                           7              6 
Common equity shareholders                             114             92 
                                            ------------------------------
                                                     $ 122           $ 99 
--------------------------------------------------------------------------
                                                                          
See accompanying Notes to Interim Consolidated Financial Statements       
                                                                          
                                                                          
                                                                          
                               Fortis Inc.                                
            Consolidated Statements of Cash Flows (Unaudited)             
                   For the three months ended March 31                    
                    (in millions of Canadian dollars)                     
                                                                          
                                                            Quarter Ended 
                                                     2011            2010 
--------------------------------------------------------------------------
--------------------------------------------------------------------------
                                                                (Note 20) 
Operating activities                                                      
  Net earnings                                       $125            $107 
  Items not affecting cash:                                               
    Amortization - utility capital assets                                 
     and income producing properties                   94              83 
    Amortization - intangible assets                   10              11 
    Amortization - other                               (1)              - 
    Future income taxes                                (2)             (3)
    Other                                              (2)              2 
  Change in long-term regulatory assets                                   
   and liabilities                                     18               4 
                                          --------------------------------
                                                      242             204 
  Change in non-cash operating working                                    
   capital                                             57              (3)
                                          --------------------------------
                                                      299             201 
                                          --------------------------------
                                                                          
Investing activities                                                      
  Change in other assets and other                                        
   liabilities                                         (3)              2 
  Capital expenditures - utility capital                                  
   assets                                            (219)           (179)
  Capital expenditures - income producing                                 
   properties                                          (3)             (6)
  Capital expenditures - intangible assets            (11)             (3)
  Contributions in aid of construction                 12              10 
  Proceeds on sale of utility capital                                     
   assets and income producing properties               5               - 
                                          --------------------------------
                                                     (219)           (176)
                                          --------------------------------
                                                                          
Financing activities                                                      
  Change in short-term borrowings                     (98)           (181)
  Repayments of long-term debt and capital                                
   lease obligations                                   (4)            (16)
  Net borrowings (repayments) under                                       
   committed credit facilities                         15             (29)
  Advances from non-controlling interests              17               - 
  Issue of common shares, net of costs                 27              23 
  Issue of preference shares, net of costs              -             242 
  Dividends                                                               
    Common shares                                     (51)            (48)
    Preference shares                                  (7)             (6)
    Subsidiary dividends paid to non-                                     
     controlling interests                             (2)             (2)
                                          --------------------------------
                                                     (103)            (17)
                                          --------------------------------
                                                                          
Effect of exchange rate changes on cash                                   
 and cash equivalents                                   -              (1)
                                          --------------------------------
                                                                          
Change in cash and cash equivalents                   (23)              7 
                                                                          
Cash and cash equivalents, beginning of                                   
 period                                               109              85 
--------------------------------------------------------------------------
                                                                          
Cash and cash equivalents, end of period              $86             $92 
--------------------------------------------------------------------------
--------------------------------------------------------------------------
                                                                          
Supplementary Information to Consolidated Statements of Cash Flows (Note  
 15)                                                                      
See accompanying Notes to Interim Consolidated Financial Statements       
                                                                          
                                                                          
                                                                          
                                FORTIS INC.                               
            NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS            
            For the three months ended March 31, 2011 and 2010            
                         (unless otherwise stated)                        
                                (Unaudited)                               



1. DESCRIPTION OF THE BUSINESS

Nature of Operations

Fortis Inc. ("Fortis" or the "Corporation") is principally an international
distribution utility holding company. Fortis segments its utility operations by
franchise area and, depending on regulatory requirements, by the nature of the
assets. Fortis also holds investments in non-regulated generation assets, and
commercial office and retail space and hotels, which are treated as two separate
segments. The Corporation's reporting segments allow senior management to
evaluate the operational performance and assess the overall contribution of each
segment to the long-term objectives of Fortis. Each reporting segment operates
as an autonomous unit, assumes profit and loss responsibility and is accountable
for its own resource allocation. 


The following outlines each of the Corporation's reportable segments and is
consistent with the basis of segmentation as disclosed in the Corporation's 2010
annual audited consolidated financial statements. 


REGULATED UTILITIES

The Corporation's interests in regulated gas and electric utilities in Canada
and the Caribbean by utility are as follows:




a.  Regulated Gas Utilities - Canadian: Includes the FortisBC Energy
    companies, which is comprised of FortisBC Energy Inc. ("FEI") (formerly
    Terasen Gas Inc.), FortisBC Energy (Vancouver Island) Inc. ("FEVI")
    (formerly Terasen Gas (Vancouver Island) Inc.) and FortisBC Energy
    (Whistler) Inc. (formerly Terasen Gas (Whistler) Inc.). 

b.  Regulated Electric Utilities - Canadian: Includes FortisAlberta;
    FortisBC Electric (formerly referred to as FortisBC); Newfoundland
    Power; and Other Canadian Electric Utilities, which includes Maritime
    Electric and FortisOntario. FortisOntario mainly includes Canadian
    Niagara Power Inc., Cornwall Street Railway, Light and Power Company,
    Limited and Algoma Power Inc.  

c.  Regulated Electric Utilities - Caribbean: Includes Belize Electricity,
    in which Fortis holds an approximate 70% controlling ownership interest;
    Caribbean Utilities, in which Fortis holds an approximate 59%
    controlling ownership interest; and wholly owned Fortis Turks and
    Caicos, which includes P.P.C. Limited and Atlantic Equipment & Power
    (Turks and Caicos) Ltd. 



NON-REGULATED - FORTIS GENERATION

Fortis Generation includes the financial results of non-regulated assets in
Belize, Ontario, central Newfoundland, British Columbia and Upper New York
State. 


NON-REGULATED - FORTIS PROPERTIES

Fortis Properties owns and operates 21 hotels, comprised of more than 4,100
rooms, in eight Canadian provinces and approximately 2.7 million square feet of
commercial office and retail space primarily in Atlantic Canada. 


CORPORATE AND OTHER

The Corporate and Other segment includes Fortis net corporate expenses, net
expenses of non-regulated FortisBC Holdings Inc. ("FHI") (formerly Terasen Inc.)
corporate-related activities, and the financial results of FHI's 30% ownership
interest in CustomerWorks Limited Partnership and of FHI's non-regulated wholly
owned subsidiary FortisBC Alternative Energy Services Inc. (formerly Terasen
Energy Services Inc.). 


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

These interim consolidated financial statements do not include all of the
information and disclosures required in the annual consolidated financial
statements and should be read in conjunction with the Corporation's 2010 annual
audited consolidated financial statements. Interim results will fluctuate due to
the seasonal nature of gas and electricity demand and water flows, as well as
the timing and recognition of regulatory decisions. Because of natural gas
consumption patterns, most of the earnings of the FortisBC Energy companies are
realized in the first and fourth quarters. Given the diversified group of
companies, seasonality may vary. 


All amounts are presented in Canadian dollars unless otherwise stated.

These interim consolidated financial statements have been prepared in accordance
with Canadian generally accepted accounting principles ("Canadian GAAP") for
interim financial statements, following the same accounting policies and methods
as those used in preparing the Corporation's 2010 annual audited consolidated
financial statements, except as described below. 


Effective January 1, 2011, as approved by the regulator, the cost of other
post-employment benefit ("OPEB") plans at Newfoundland Power is being expensed
and recovered in customer rates based on the accrual method of accounting for
OPEBs. The Company's transitional regulatory OPEB asset of $53 million as at
December 31, 2010 is being amortized on a straight-line basis over 15 years.
During the three months ended March 31, 2011, operating expenses increased by
approximately $2 million as a result of this change in accounting treatment.
Prior to January 1, 2011, the cost of OPEB plans at Newfoundland Power was being
expensed and recovered in customer rates based on the cash payments made.


3. FUTURE ACCOUNTING CHANGES

Effective January 1, 2012, the Corporation will be required to adopt a new set
of accounting standards. Publicly accountable enterprises in Canada were
required to adopt International Financial Reporting Standards ("IFRS") effective
January 1, 2011; however, qualifying entities with rate-regulated activities
were granted an optional one-year deferral for the adoption of IFRS, due to the
continued uncertainty around the timing and adoption of a rate-regulated
accounting standard by the International Accounting Standards Board ("IASB"). As
a qualifying entity with rate-regulated activities, Fortis has elected to opt
for the one-year deferral and, therefore, will continue to prepare its
consolidated financial statements in accordance with Part V of the Canadian
Institute of Chartered Accountants Handbook for all interim and annual periods
ending on or before December 31, 2011.


Due to the continued uncertainty around the timing and adoption of a
rate-regulated accounting standard by the IASB, Fortis has evaluated the option
of adopting United States generally accepted accounting principles ("US GAAP"),
as opposed to IFRS, effective January 1, 2012. Canadian rules allow a reporting
issuer to prepare and file its financial statements in accordance with US GAAP
by qualifying as a U.S. Securities and Exchange Commission ("SEC") Issuer. An
SEC Issuer is defined under the Canadian rules as an issuer that: (i) has a
class of securities registered with the SEC under Section 12 of the U.S.
Securities Exchange Act of 1934, as amended (the "Exchange Act"); or (ii) is
required to file reports under Section 15(d) of the Exchange Act. The
Corporation has developed and initiated a plan to become an SEC Issuer by
December 31, 2011. As an SEC Issuer, Fortis will then be permitted to prepare
and file its consolidated financial statements in accordance with US GAAP.
Barring a change that will provide certainty as to the Corporation's ability to
recognize regulatory assets and liabilities under IFRS, Fortis expects to
prepare its consolidated financial statements in accordance with US GAAP for all
interim and annual periods beginning on or after January 1, 2012.


The adoption of US GAAP in 2012 is expected to result in fewer significant
changes to the Corporation's accounting policies as compared to accounting
policy changes that may have resulted from the adoption of IFRS. The
Corporation's application of Canadian GAAP currently relies on US GAAP for
guidance on accounting for rate-regulated activities, which allows the economic
impact of rate-regulated activities to be recognized in the consolidated
financial statements in a manner consistent with the timing by which amounts are
reflected in customer rates. Fortis believes that the continued application of
rate-regulated accounting, and the associated recognition of regulatory assets
and liabilities under US GAAP, more accurately reflects the impact that rate
regulation has on the Corporation's consolidated financial position and results
of operations. Should the Corporation not be successful in becoming an SEC
Issuer by December 31, 2011, Fortis will be required to adopt IFRS effective
January 1, 2012. 


4. USE OF ESTIMATES 

The preparation of financial statements in accordance with Canadian GAAP
requires management to make estimates and judgments that affect the reported
amounts of assets and liabilities and the disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenue and expenses during the reporting periods. Estimates and judgments are
based on historical experience, current conditions and various other assumptions
believed to be reasonable under the circumstances. Additionally, certain
estimates and judgments are necessary since the regulatory environments in which
the Corporation's utilities operate often require amounts to be recorded at
estimated values until these amounts are finalized pursuant to regulatory
decisions or other regulatory proceedings. Due to changes in facts and
circumstances and the inherent uncertainty involved in making estimates, actual
results may differ significantly from current estimates. Estimates and judgments
are reviewed periodically and, as adjustments become necessary, are reported in
earnings in the period in which they become known. 


Interim financial statements may also employ a greater use of estimates than the
annual financial statements. There were no material changes in the nature of the
Corporation's critical accounting estimates during the three months ended March
31, 2011. 


5. REGULATORY ASSETS AND LIABILITIES

A summary of the Corporation's regulatory assets and liabilities is provided
below. A detailed description of the nature of the Corporation's regulatory
assets and liabilities is provided in Note 5 to the Corporation's 2010 annual
audited consolidated financial statements. 




                                                                    As at 
                                                   March 31, December 31, 
($ millions)                                            2011         2010 
--------------------------------------------------------------------------
Regulatory assets                                                         
Future income taxes                                      583          568 
Rate stabilization accounts - FortisBC Energy                             
 companies                                               112          146 
Rate stabilization accounts - electric utilities          49           44 
Regulatory OPEB plan assets                               66           66 
Point Lepreau (1) replacement energy deferral             47           44 
2010 accrued distribution revenue adjustment                              
 rider                                                    27           36 
Deferred energy management costs                          24           23 
Deferred losses on disposal of utility capital                            
 assets                                                   19           16 
Income taxes recoverable on OPEB plans                    18           18 
Alberta Electric System Operator ("AESO")                                 
 charges deferral                                         17           19 
Deferred operating costs                                  14           11 
Deferred development costs for capital                    11           11 
Deferred costs - smart meters                              8            8 
Deferred lease costs                                       6            6 
Deferred pension costs                                     5            5 
Other regulatory assets                                   61           51 
--------------------------------------------------------------------------
Total regulatory assets                                1,067        1,072 
Less: current portion                                   (201)        (241)
--------------------------------------------------------------------------
Long-term regulatory assets                              866          831 
--------------------------------------------------------------------------
--------------------------------------------------------------------------
                                                                          
(1) New Brunswick Power Point Lepreau Nuclear Generating Station          
                                                                          
                                                                          
                                                                          
                                                                    As at 
                                                   March 31, December 31, 
($ millions)                                            2011         2010 
--------------------------------------------------------------------------
Regulatory liabilities                                                    
Asset removal and site restoration provision             343          339 
Rate stabilization accounts - FortisBC Energy                             
 companies                                               119           60 
Rate stabilization accounts - electric utilities          50           45 
AESO charges deferral                                     12            9 
Deferred interest                                          8            7 
Performance-based rate-setting incentive                                  
 liabilities                                               7            8 
Southern Crossing Pipeline deferral                        7            5 
Unrecognized net gains on disposal of utility                             
 capital assets                                            6            8 
Unbilled revenue liability                                 6            5 
2010 FEI revenue surplus                                   5            7 
Other regulatory liabilities                              35           34 
--------------------------------------------------------------------------
Total regulatory liabilities                             598          527 
Less: current portion                                    (89)         (60)
--------------------------------------------------------------------------
Long-term regulatory liabilities                         509          467 
--------------------------------------------------------------------------
--------------------------------------------------------------------------



6. INVENTORIES



                                                                     As at
                                                    March 31, December 31,
($ millions)                                             2011         2010
--------------------------------------------------------------------------
Gas in storage                                             65          148
Materials and supplies                                     23           20
--------------------------------------------------------------------------
                                                           88          168
--------------------------------------------------------------------------
--------------------------------------------------------------------------



During the three months ended March 31, 2011, inventories of $344 million were
expensed and reported in energy supply costs on the interim consolidated
statement of earnings ($305 million for the three months ended March 31, 2010).
Inventories expensed to operating expenses were $3 million for the three months
ended March 31, 2011 ($3 million for the three months ended March 31, 2010),
which included $2 million for food and beverage costs at Fortis Properties ($2
million for the three months ended March 31, 2010). 


7. LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS



                                                                    As at 
                                                   March 31, December 31, 
($ millions)                                            2011         2010 
--------------------------------------------------------------------------
Long-term debt and capital lease obligations           5,463        5,489 
Long-term classification of committed credit                              
 facilities (Note 18)                                    234          218 
Deferred debt financing costs                            (41)         (42)
--------------------------------------------------------------------------
Total long-term debt and capital lease                                    
 obligations                                           5,656        5,665 
Less: Current installments of long-term debt and                          
 capital                                                                  
lease obligations                                        (55)         (56)
--------------------------------------------------------------------------
                                                       5,601        5,609 
--------------------------------------------------------------------------
--------------------------------------------------------------------------



8. COMMON SHARES

Authorized: an unlimited number of common shares without nominal or par value.



                                                                     As at
Issued and Outstanding            March 31, 2011         December 31, 2010
                          Number of                 Number of             
                             Shares                    Shares             
                                (in       Amount          (in       Amount
                         thousands) ($ millions)   thousands) ($ millions)
--------------------------------------------------------------------------
Common shares               175,422        2,607      174,393        2,578
--------------------------------------------------------------------------
--------------------------------------------------------------------------
                                                                          
                                                                          
                                                                          
Common shares issued during the period were as follows:                   
                                                             Quarter Ended
                                                            March 31, 2011
                                               Number of                  
                                                  Shares            Amount
                                          (in thousands)      ($ millions)
--------------------------------------------------------------------------
Balance, beginning of period                     174,393             2,578
Dividend Reinvestment Plan                           515                17
Consumer Share Purchase Plan                          13                 1
Stock Option Plans                                   501                11
--------------------------------------------------------------------------
Balance, end of period                           175,422             2,607
--------------------------------------------------------------------------
--------------------------------------------------------------------------



Earnings per Common Share 

The Corporation calculates earnings per common share ("EPS") on the weighted
average number of common shares outstanding. 


Diluted EPS was calculated using the treasury stock method for options and the
"if-converted" method for convertible securities.


EPS were as follows:



                                                    Quarter Ended March 31
                                          2011                        2010
                  --------------------------------------------------------
                              Weighted                    Weighted        
                               Average                     Average        
                    Earnings    Shares          Earnings    Shares        
                          ($       (in                ($       (in        
                   millions) millions)     EPS millions) millions)     EPS
--------------------------------------------------------------------------
Basic EPS                117     175.0   $0.67       100     171.6   $0.58
Effect of                                                                 
 potential                                                                
 dilutive                                                                 
 securities:                                                              
  Stock Options            -       1.2                 -       1.0        
  Preference                                                              
   Shares (Note                                                           
   12)                     4      10.1                 4      11.9        
  Convertible                                                             
   Debentures              1       1.4                 1       1.4        
--------------------------------------------------------------------------
Diluted EPS              122     187.7   $0.65       105     185.9   $0.56
--------------------------------------------------------------------------
--------------------------------------------------------------------------



9. STOCK-BASED COMPENSATION PLANS

In January 2011 27,070 Deferred Share Units were granted to the Corporation's
Board of Directors, representing the equity component of the Directors' annual
compensation and, where opted, their annual retainers in lieu of cash. Each
Deferred Share Unit ("DSU") represents a unit with an underlying value
equivalent to the value of one common share of the Corporation. In March 2011
31,821 DSUs were paid out as a result of the death of one of the members of the
Board of Directors of Fortis at $33.06 per DSU, for a total of approximately
$1.1 million. 


In March 2011 45,000 Performance Share Units were granted to the President and
Chief Executive Officer ("CEO") of the Corporation. Each Performance Share Unit
("PSU") represents a unit with an underlying value equivalent to the value of
one common share of the Corporation. The maturation period of the March 2011 PSU
grant is three years, at which time a cash payment may be made to the President
and CEO after evaluation by the Human Resources Committee of the Board of
Directors of the achievement of payment requirements. In March 2011 37,079 PSUs
were paid out to the President and CEO of the Corporation at $33.11 per PSU, for
a total of approximately $1.2 million. The payout was made upon the three-year
maturation period in respect of the PSU grant made in February 2008 and the
President and CEO satisfying the payment requirements, as determined by the
Human Resources Committee of the Board of Directors. 


In March 2011 the Corporation granted 828,512 options to purchase common shares
under its 2006 Stock Option Plan at the five-day volume weighted average trading
price of $32.95 immediately preceding the date of grant. The options vest evenly
over a four-year period on each anniversary of the date of grant. The options
expire seven years after the date of grant. The fair value of each option
granted was $4.57 per option.


The fair value was estimated at the date of grant using the Black-Scholes fair
value option-pricing model and the following assumptions:




Dividend yield (%)                                     3.68      
Expected volatility (%)                                23.1      
Risk-free interest rate (%)                            2.00      
Weighted average expected life (years)                 4.5       



As at March 31, 2011, 5.0 million stock options were outstanding and 2.7 million
stock options were vested.


10. ACCUMULATED OTHER COMPREHENSIVE LOSS

Accumulated other comprehensive loss includes unrealized foreign currency
translation gains and losses, net of hedging activities, and gains and losses on
discontinued cash flow hedging activities as described in Note 3 to the
Corporation's 2010 annual audited consolidated financial statements.




                                                   Quarter Ended March 31 
                                        2011                         2010 
                ----------------------------------------------------------
                  Opening             Ending   Opening             Ending 
                  balance      Net   balance   balance      Net   balance 
($ millions)    January 1   change  March 31 January 1   change  March 31 
--------------------------------------------------------------------------
Unrealized                                                                
 foreign                                                                  
 currency                                                                 
 translation                                                              
 losses, net of                                                           
 hedging                                                                  
 activities and                                                           
 tax                  (90)      (3)      (93)      (78)      (8)      (86)
Net losses on                                                             
 derivative                                                               
 instruments                                                              
 previously                                                               
 discontinued as                                                          
 cash flow                                                                
 hedges, net of                                                           
 tax                   (4)       -        (4)       (5)       -        (5)
--------------------------------------------------------------------------
Accumulated                                                               
 other                                                                    
 comprehensive                                                            
 loss                 (94)      (3)      (97)      (83)      (8)      (91)
--------------------------------------------------------------------------
--------------------------------------------------------------------------



11. EMPLOYEE FUTURE BENEFITS

The Corporation and its subsidiaries each maintain one or a combination of
defined benefit pension plans, OPEB plans, defined contribution pension plans
and group registered retirement savings plans ("RRSPs") for its employees. The
cost of providing the defined benefit arrangements was $15 million for the three
months ended March 31, 2011 ($9 million for the three months ended March 31,
2010). The cost of providing the defined contribution arrangements and group
RRSPs for the three months ended March 31, 2011 was $4 million ($4 million for
the three months ended March 31, 2010). 


12. FINANCE CHARGES



                                                      Quarter Ended 
                                                           March 31 
($ millions)                                          2011     2010 
--------------------------------------------------------------------
Interest                 - Long-term debt and                       
                          capital lease                             
                          obligations                   90       88 
                         - Short-term borrowings                    
                          and other                      4        2 
Interest charged during                                             
 construction                                           (8)      (4)
Dividends on preference                                             
 shares classified as                                               
 debt (Note 8)                                           4        4 
--------------------------------------------------------------------
                                                        90       90 
--------------------------------------------------------------------
--------------------------------------------------------------------



13. CORPORATE TAXES

Corporate taxes differ from the amount that would be expected to be generated by
applying the enacted combined Canadian federal and provincial statutory tax rate
to earnings before corporate taxes. The following is a reconciliation of
consolidated statutory taxes to consolidated effective taxes.




                                                           Quarter Ended  
                                                                March 31  
($ millions, except as noted)                         2011          2010  
--------------------------------------------------------------------------
Combined Canadian federal and provincial                                  
 statutory income tax rate                            30.5 %        32.0 %
--------------------------------------------------------------------------
Statutory income tax rate applied to earnings                             
 before corporate taxes                                 47            43  
Preference share dividends                               1             1  
Difference between Canadian statutory rate and                            
 rates applicable to                                                      
foreign subsidiaries                                    (2)           (2) 
Difference in Canadian provincial statutory                               
 rates applicable to                                                      
subsidiaries in different Canadian                                        
 jurisdictions                                          (6)           (4) 
Items capitalized for accounting purposes but                             
 expensed for income                                                      
tax purposes                                           (16)          (12) 
Difference between capital cost allowance and                             
 amounts claimed for                                                      
accounting purposes                                      3             -  
Other                                                    3             2  
--------------------------------------------------------------------------
Corporate taxes                                         30            28  
--------------------------------------------------------------------------
Effective tax rate                                    19.4 %        20.7 %
--------------------------------------------------------------------------
--------------------------------------------------------------------------



As at March 31, 2011, the Corporation had approximately $97 million (December
31, 2010 - $101 million) in non-capital and capital loss carryforwards, of which
$18 million (December 31, 2010 - $18 million) has not been recognized in the
consolidated financial statements. The non-capital loss carryforwards expire
between 2014 and 2031.


14. SEGMENTED INFORMATION

Information by reportable segment is as follows:



                                                                   REGULATED
             ---------------------------------------------------------------
                   Gas                                                      
             Utilities                                    Electric Utilities
             ---------------------------------------------------------------
              FortisBC                                                      
Quarter Ended   Energy                                                      
March 31,    Companies                         New-  Other    Total Electric
 2011                -   Fortis  FortisBC foundland  Cana- Electric   Carib-
($ millions)  Canadian  Alberta  Electric     Power   dian Canadian     bean
----------------------------------------------------------------------------
Revenue            575      103        83       183     91      460       76
Energy supply                                                               
 costs             344        -        23       134     60      217       46
Operating                                                                   
 expenses           77       35        18        20     12       85       11
Amortization        26       33        11        10      6       60        9
----------------------------------------------------------------------------
Operating                                                                   
 income            128       35        31        19     13       98       10
Finance                                                                     
 charges            29       13         9         9      5       36        5
Corporate tax                                                               
 expense                                                                    
 (recovery)         23        1         3         3      2        9        -
----------------------------------------------------------------------------
Net earnings                                                                
 (loss)             76       21        19         7      6       53        5
Non-                                                                        
 controlling                                                                
 interests           -        -         -         -      -        -        1
Preference                                                                  
 share                                                                      
 dividends           -        -         -         -      -        -        -
----------------------------------------------------------------------------
Net earnings                                                                
 (loss)                                                                     
 attributable                                                               
 to                                                                         
common equity                                                               
 shareholders       76       21        19         7      6       53        4
----------------------------------------------------------------------------
                                                                            
Goodwill           908      227       221         -     63      511      130
Identifiable                                                                
 assets          4,250    2,181     1,285     1,223    647    5,336      774
----------------------------------------------------------------------------
Total assets     5,158    2,408     1,506     1,223    710    5,847      904
----------------------------------------------------------------------------
Gross capital                                                               
 expenditures                                                               
 (2)                49       85        30        14      8      137       21
----------------------------------------------------------------------------
                                                                            
Quarter Ended                                                               
March 31,                                                                   
 2010                                                                       
($ millions)                                                                
----------------------------------------------------------------------------
Revenue            526       87        72       178     82      419       76
Energy supply                                                               
 costs             305        -        21       131     53      205       45
Operating                                                                   
 expenses           70       35        17        16     11       79       12
Amortization        27       24        10        11      5       50        9
----------------------------------------------------------------------------
Operating                                                                   
 income            124       28        24        20     13       85       10
Finance                                                                     
 charges            27       14         8         9      6       37        5
Corporate tax                                                               
 expense                                                                    
 (recovery)         24        -         2         4      2        8        -
----------------------------------------------------------------------------
Net earnings                                                                
 (loss)             73       14        14         7      5       40        5
Non-                                                                        
 controlling                                                                
 interests           -        -         -         -      -        -        1
Preference                                                                  
 share                                                                      
 dividends           -        -         -         -      -        -        -
----------------------------------------------------------------------------
Net earnings                                                                
 (loss)                                                                     
 attributable                                                               
 to                                                                         
common equity                                                               
 shareholders       73       14        14         7      5       40        4
----------------------------------------------------------------------------
                                                                            
Goodwill           908      227       221         -     63      511      136
Identifiable                                                                
 assets          4,130    1,922     1,157     1,208    620    4,907      781
----------------------------------------------------------------------------
Total assets     5,038    2,149     1,378     1,208    683    5,418      917
----------------------------------------------------------------------------
Gross capital                                                               
 expenditures                                                               
 (2)                50       64        26        17      8      115       17
----------------------------------------------------------------------------
                                                                            
(1) Results reflect contribution from the Vaca hydroelectric generating     
 facility in Belize, which was commissioned in March 2010, and the Waneta   
 Partnership, which was established in October 2010.                        
                                                                            
(2)Relates to cash payments to acquire or construct utility capital assets, 
 including amounts for AESO transmision-related capital projects, income    
 producing properties and intangible assets, as reflected on the            
 consolidated statement of cash flows                                       

                                   NON-REGULATED                          
             ------------------------------------                         
                                                                          
                                                                          
Quarter Ended                                                             
March 31,         Fortis                               Inter-             
 2011              Gene-      Fortis   Corporate      segment             
($ millions)   ration(1)  Properties   and Other eliminations Consolidated
--------------------------------------------------------------------------
Revenue                7          50           7          (11)       1,164
Energy supply                                                             
 costs                 -           -           -           (4)         603
Operating                                                                 
 expenses              3          37           2           (2)         213
Amortization           1           5           2            -          103
--------------------------------------------------------------------------
Operating                                                                 
 income                3           8           3           (5)         245
Finance                                                                   
 charges               -           6          19           (5)          90
Corporate tax                                                             
 expense                                                                  
 (recovery)            -           1          (3)           -           30
--------------------------------------------------------------------------
Net earnings                                                              
 (loss)                3           1         (13)           -          125
Non-                                                                      
 controlling                                                              
 interests             -           -           -            -            1
Preference                                                                
 share                                                                    
 dividends             -           -           7            -            7
--------------------------------------------------------------------------
Net earnings                                                              
 (loss)                                                                   
 attributable                                                             
 to                                                                       
common equity                                                             
 shareholders          3           1         (20)           -          117
--------------------------------------------------------------------------
                                                                          
Goodwill               -           -           -            -        1,549
Identifiable                                                              
 assets              402         575         483         (392)      11,428
--------------------------------------------------------------------------
Total assets         402         575         483         (392)      12,977
--------------------------------------------------------------------------
Gross capital                                                             
 expenditures                                                             
 (2)                  23           3           -            -          233
--------------------------------------------------------------------------
                                                                          
Quarter Ended                                                             
March 31,                                                                 
 2010                                                                     
($ millions)                                                              
--------------------------------------------------------------------------
Revenue                5          49           7           (9)       1,073
Energy supply                                                             
 costs                 -           -           -           (3)         552
Operating                                                                 
 expenses              2          36           4           (1)         202
Amortization           1           4           3            -           94
--------------------------------------------------------------------------
Operating                                                                 
 income                2           9           -           (5)         225
Finance                                                                   
 charges               -           6          20           (5)          90
Corporate tax                                                             
 expense                                                                  
 (recovery)            -           1          (5)           -           28
--------------------------------------------------------------------------
Net earnings                                                              
 (loss)                2           2         (15)           -          107
Non-                                                                      
 controlling                                                              
 interests             -           -           -            -            1
Preference                                                                
 share                                                                    
 dividends             -           -           6            -            6
--------------------------------------------------------------------------
Net earnings                                                              
 (loss)                                                                   
 attributable                                                             
 to                                                                       
common equity                                                             
 shareholders          2           2         (21)           -          100
--------------------------------------------------------------------------
                                                                          
Goodwill               -           -           -            -        1,555
Identifiable                                                              
 assets              183         607         518         (421)      10,705
--------------------------------------------------------------------------
Total assets         183         607         518         (421)      12,260
--------------------------------------------------------------------------
Gross capital                                                             
 expenditures                                                             
 (2)                   1           5           -            -          188
--------------------------------------------------------------------------
                                                                          
(1) Results reflect contribution from the Vaca hydroelectric generating   
 facility in Belize, which was commissioned in March 2010, and the Waneta 
 Partnership, which was established in October 2010.                      
                                                                          
(2)Relates to cash payments to acquire or construct utility capital       
 assets, including amounts for AESO transmision-related capital projects, 
 income producing properties and intangible assets, as reflected on the   
 consolidated statement of cash flows                                     



Inter-segment transactions are in the normal course of operations and are
measured at the exchange amount, which is the amount of consideration
established and agreed to by the related parties. The significant inter-segment
transactions primarily related to the sale of energy from Fortis Generation to
Belize Electricity, electricity sales from Newfoundland Power to Fortis
Properties and finance charges on inter-segment borrowings. The significant
inter-segment transactions for the three months ended March 31, 2011 and 2010
were as follows:




Significant Inter-Segment Transactions                       Quarter Ended
                                                                  March 31
($ millions)                                              2011        2010
--------------------------------------------------------------------------
Sales from Fortis Generation to Regulated Electric                        
 Utilities - Caribbean                                       4           3
Sales from Newfoundland Power to Fortis Properties           1           1
Inter-segment finance charges on borrowings from:                         
  Corporate to Regulated Electric Utilities -                             
   Caribbean                                                 1           1
  Corporate to Fortis Generation                             1           1
  Corporate to Fortis Properties                             3           2
--------------------------------------------------------------------------
--------------------------------------------------------------------------



The significant inter-segment asset balances were as follows:



                                                            As at March 31
($ millions)                                              2011        2010
--------------------------------------------------------------------------
Inter-segment borrowings from:                                            
  Corporate to Regulated Electric Utilities -                             
   Canadian                                                 50          75
  Corporate to Regulated Electric Utilities -                             
   Caribbean                                                58          46
  Corporate to Fortis Generation                            50          58
  Corporate to Fortis Properties                           222         223
Other inter-segment assets                                  12          19
--------------------------------------------------------------------------
Total inter-segment eliminations                           392         421
--------------------------------------------------------------------------
--------------------------------------------------------------------------



15. SUPPLEMENTARY INFORMATION TO CONSOLIDATED STATEMENTS OF CASH FLOWS



                                                             Quarter Ended
                                                                  March 31
($ millions)                                              2011        2010
--------------------------------------------------------------------------
Interest paid                                               81          81
Income taxes paid                                           24          24
--------------------------------------------------------------------------
--------------------------------------------------------------------------



16. CAPITAL MANAGEMENT

The Corporation's principal businesses of regulated gas and electricity
distribution require ongoing access to capital to allow the utilities to fund
the maintenance and expansion of infrastructure. Fortis raises debt at the
subsidiary level to ensure regulatory transparency, tax efficiency and financing
flexibility. Fortis generally finances a significant portion of acquisitions at
the corporate level with proceeds from common share, preference share and
long-term debt issues. To help ensure access to capital, the Corporation targets
a consolidated long-term capital structure containing approximately 40% equity,
including preference shares, and 60% debt, as well as investment-grade credit
ratings. Each of the Corporation's regulated utilities maintains its own capital
structure in line with the deemed capital structure reflected in the utilities'
customer rates. 


The consolidated capital structure of Fortis is presented in the following table.



                                                                     As at
                                        March 31, 2011   December 31, 2010
                                          ($                  ($          
                                   millions)       (%) millions)       (%)
--------------------------------------------------------------------------
Total debt and capital lease                                              
 obligations (net of cash) (1)         5,829      57.5     5,914      58.4
Preference shares (2)                    912       9.0       912       9.0
Common shareholders' equity            3,397      33.5     3,305      32.6
--------------------------------------------------------------------------
Total (3)                             10,138     100.0    10,131     100.0
--------------------------------------------------------------------------
--------------------------------------------------------------------------
                                                                          
(1)Includes long-term debt and capital lease obligations, including       
 current portion, and short-term borrowings, net of cash                  
(2) Includes preference shares classified as both long-term liabilities   
 and equity                                                               
(3)Excludes amounts related to non-controlling interests                  



Certain of the Corporation's long-term debt obligations have covenants
restricting the issuance of additional debt such that consolidated debt cannot
exceed 70% of the Corporation's consolidated capital structure, as defined by
the long-term debt agreements. In addition, one of the Corporation's long-term
debt obligations contains a covenant which provides that Fortis shall not
declare or pay any dividends, other than stock dividends or cumulative preferred
dividends on preference shares not issued as stock dividends, or make any other
distribution on its shares or redeem any of its shares or prepay subordinated
debt if, immediately thereafter, its consolidated funded obligations would be in
excess of 75% of its total consolidated capitalization.


As at March 31, 2011, the Corporation and its subsidiaries, except for certain
debt at Belize Electricity and the Exploits River Hydro Partnership ("Exploits
Partnership"), as described below, were in compliance with their debt covenants.



As a result of the regulator's Final Decision on Belize Electricity's 2008/2009
Rate Application in June 2008, Belize Electricity continues to not meet certain
debt covenant financial ratios related to loans with the International Bank for
Reconstruction and Development and the Caribbean Development Bank totalling $4
million (BZ$8 million) as at March 31, 2011. 


As the hydroelectric assets and water rights of the Exploits Partnership had
been provided as security for the Exploits Partnership term loan, the
expropriation of such assets and rights by the Government of Newfoundland and
Labrador constituted an event of default under the loan. The term loan is
without recourse to Fortis and was approximately $57 million as at March 31,
2011 (December 31, 2010 - $58 million). The lenders of the term loan have not
demanded accelerated repayment. The scheduled repayments under the term loan are
being made by Nalcor Energy, a Crown corporation, acting as agent for the
Government of Newfoundland and Labrador with respect to expropriation matters.
For further information refer to Note 30 to the Corporation's 2010 annual
audited consolidated financial statements.


The Corporation's credit ratings and consolidated credit facilities are
discussed further under "Liquidity Risk" in Note 18.


17. FINANCIAL INSTRUMENTS

Fair Values

There has been no change during the three months ended March 31, 2011 in the
designation of the Corporation's financial instruments from that disclosed in
the Corporation's 2010 annual audited consolidated financial statements. 


The carrying values of the Corporation's consolidated financial instruments
approximate their fair values, reflecting the short-term maturity, normal trade
credit terms and/or nature of these instruments, except as follows:




                                                                     As at
                                    March 31, 2011       December 31, 2010
                              Carrying   Estimated    Carrying   Estimated
 ($ millions)                    Value  Fair Value       Value  Fair Value
--------------------------------------------------------------------------
Waneta Partnership                                                        
 promissory note (1) (2)            43          41          42          40
Long-term debt, including                                                 
 current portion (3) (4)         5,658       6,278       5,669       6,431
Preference shares,                                                        
 classified as debt (3)                                                   
 (5)                               320         343         320         344
--------------------------------------------------------------------------
--------------------------------------------------------------------------
                                                                          
(1) Included in other liabilities on the consolidated balance sheet       
(2) Carrying value is a discounted present value.                         
(3) Carrying value is measured at amortized cost using the effective      
interest rate method.                                                     
(4) Carrying value as at March 31, 2011 excludes unamortized deferred     
financing costs of $41 million (December 31, 2010 - $42 million) and      
capital lease obligations of $39 million (December 31, 2010 - $38         
million).                                                                 
(5) Preference shares classified as equity do not meet the definition of a
financial instrument; however, the estimated fair value of the            
Corporation's $592 million preference shares classified as equity was $612
million as at March 31, 2011 (December 31, 2010 - $615 million).          



The fair value of long-term debt is calculated using quoted market prices when
available. When quoted market prices are not available, as is the case with the
Waneta Partnership promissory note, the fair value is determined by discounting
the future cash flows of the specific debt instrument at an estimated yield to
maturity equivalent to benchmark government bonds or treasury bills, with
similar terms to maturity, plus a market credit risk premium equal to that of
issuers of similar credit quality. Since the Corporation does not intend to
settle the long-term debt or promissory note prior to maturity, the fair value
estimate does not represent an actual liability and, therefore, does not include
exchange or settlement costs. The fair value of the Corporation's preference
shares is determined using quoted market prices. 


From time to time, the Corporation and its subsidiaries hedge exposures to
fluctuations in interest rates, foreign exchange rates and natural gas prices
through the use of derivative financial instruments. The Corporation and its
subsidiaries do not hold or issue derivative financial instruments for trading
purposes. The following table summarizes the valuation of the Corporation's
consolidated derivative financial instruments.




                                                                       As at 
                                        March 31, 2011    December, 31, 2010 
                                             Estimated             Estimated 
                                   Carrying       Fair   Carrying       Fair 
                Term to               Value      Value      Value      Value 
               Maturity Number of ($ milli-  ($ milli-  ($ milli-  ($ milli- 
Liability       (years) Contracts      ons)       ons)       ons)       ons) 
-----------------------------------------------------------------------------
Foreign                                                                      
 exchange                                                                    
 forward                                                                     
 contracts   less than                                                       
 (1) (2)            1.5         2         -          -          -          - 
Natural gas                                                                  
 derivatives                                                                 
 : (1) (3)                                                                   
Swaps and                                                                    
 options        Up to 4       123      (121)      (121)      (162)      (162)
Gas purchase                                                                 
 contract                                                                    
 premiums       Up to 3        30        (2)        (2)        (5)        (5)
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
                                                                             
(1)The fair value measurements are Level 2, based on the three levels that   
 distinguish the level of pricing observability utilized in measuring fair   
 value.                                                                      
(2) The fair values of the foreign exchange forward contracts were recorded  
 in accounts payable as at March 31, 2011 and as at December 31, 2010.       
(3) The fair values of the natural gas derivatives were recorded in accounts 
 payable as at March 31, 2011 and as at December 31, 2010.                   



The fair values of the Corporation's financial instruments, including
derivatives, reflect point-in-time estimates based on current and relevant
market information about the instruments as at the balance sheet dates. The
estimates cannot be determined with precision as they involve uncertainties and
matters of judgment and, therefore, may not be relevant in predicting the
Corporation's future consolidated earnings or cash flows.


18. FINANCIAL RISK MANAGEMENT

The Corporation is primarily exposed to credit risk, liquidity risk and market
risk as a result of holding financial instruments in the normal course of
business. 




Credit risk    Risk that a third party to a financial instrument might    
               fail to meet its obligations under the terms of the        
               financial instrument.                                      
                                                                          
Liquidity risk Risk that an entity will encounter difficulty in raising   
               funds to meet commitments associated with financial        
               instruments.                                               
                                                                          
Market risk    Risk that the fair value or future cash flows of a         
               financial instrument will fluctuate due to changes in      
               market prices. The Corporation is exposed to foreign       
               exchange risk, interest rate risk and commodity price risk.



Credit Risk

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


FortisAlberta has a concentration of credit risk as a result of its distribution
service billings being to a relatively small group of retailers. As at March 31,
2011, its gross credit risk exposure was approximately $125 million,
representing the projected value of retailer billings over a 60-day period. The
Company has reduced its exposure to approximately $5 million by obtaining from
the retailers either a cash deposit, bond, letter of credit or an
investment-grade credit rating from a major rating agency, or by having the
retailer obtain a financial guarantee from an entity with an investment-grade
credit rating. 


The FortisBC Energy companies are exposed to credit risk in the event of
non-performance by counterparties to derivative financial instruments. To help
mitigate credit risk, the FortisBC Energy companies deal with high
credit-quality institutions in accordance with established credit-approval
practices. The counterparties with which the FortisBC Energy companies have
significant transactions are A-rated entities or better. The FortisBC Energy
companies use netting arrangements to reduce credit risk and net settle payments
with counterparties where net settlement provisions exist.


The aging analysis of the Corporation's consolidated trade and other accounts
receivable, net of an allowance for doubtful accounts of $18 million as at March
31, 2011 (December 31, 2010 - $16 million; March 31, 2010 - $17 million) was as
follows: 




                                                                          
($ millions)                                                         As at
                                March 31,      December 31,      March 31,
                                     2011              2010           2010
--------------------------------------------------------------------------
Not past due                          601               584            518
Past due 0-30 days                     76                56             63
Past due 31-60 days                    15                 9             14
Past due 61 days and over               8                 6              9
--------------------------------------------------------------------------
                                      700               655            604
--------------------------------------------------------------------------
--------------------------------------------------------------------------



As at March 31, 2011, other long-term receivables of $14 million (included in
other assets) will be received over the next five years and thereafter, with $1
million expected to be received in year 1, $3 million over years 2 and 3, $1
million over years 4 and 5 and $9 million due after 5 years.


Liquidity Risk

The Corporation's consolidated financial position could be adversely affected if
it, or one of its subsidiaries, fails to arrange sufficient and cost-effective
financing to fund, among other things, capital expenditures and the repayment of
maturing debt. The ability to arrange sufficient and cost-effective financing is
subject to numerous factors, including the consolidated results of operations
and financial position of the Corporation and its subsidiaries, conditions in
capital and bank credit markets, ratings assigned by rating agencies and general
economic conditions. 


To help mitigate liquidity risk, the Corporation and its larger regulated
utilities have secured committed credit facilities to support short-term
financing of capital expenditures and seasonal working capital requirements. 


The Corporation's committed credit facility is available for interim financing
of acquisitions and for general corporate purposes. Depending on the timing of
cash payments from the subsidiaries, borrowings under the Corporation's
committed credit facility may be required from time to time to support the
servicing of debt and payment of dividends. As at March 31, 2011, average annual
consolidated long-term debt maturities and repayments over the next five years
are expected to be approximately $250 million. The combination of available
credit facilities and relatively low annual debt maturities and repayments will
provide the Corporation and its subsidiaries with flexibility in the timing of
access to capital markets.


As at March 31, 2011, the Corporation and its subsidiaries had consolidated
credit facilities of approximately $2.1 billion, of which $1.5 billion was
unused. The credit facilities are syndicated almost entirely with the seven
largest Canadian banks, with no one bank holding more than 25% of these
facilities.


The following table outlines the credit facilities of the Corporation and its
subsidiaries.




                                                                    As at 
                                                                 December 
                     Corporate   Regulated     Fortis  March 31,      31, 
($ millions)         and Other   Utilities Properties       2011     2010 
--------------------------------------------------------------------------
Total credit                                                              
 facilities                645       1,440         13      2,098    2,109 
Credit facilities                                                         
 utilized:                                                                
  Short-term                                                              
   borrowings                -        (255)        (4)      (259)    (358)
  Long-term debt                                                          
   (Note 7) (1)           (155)        (79)         -       (234)    (218)
Letters of credit                                                         
 outstanding                (1)       (122)         -       (123)    (124)
--------------------------------------------------------------------------
Credit facilities                                                         
 unused                    489         984          9      1,482    1,409 
--------------------------------------------------------------------------
--------------------------------------------------------------------------
(1) As at March 31, 2011, credit facility borrowings classified as long-  
 term included $16 million (December 31, 2010 - $16 million) that was     
 included in current installments of long-term debt and capital lease     
 obligations on the consolidated balance sheet.                           



As at March 31, 2011 and December 31, 2010, certain borrowings under the
Corporation's and subsidiaries' credit facilities were classified as long-term
debt. These borrowings are under long-term committed credit facilities and
management's intention is to refinance these borrowings with long-term permanent
financing during future periods.


In February 2011 Maritime Electric renewed its unsecured committed revolving
credit facility, which matures annually in March. The unsecured committed
revolving credit facility was reduced from $60 million to $50 million.


In April 2011 FortisBC Electric negotiated and finalized an amended credit
facility agreement resulting in an extension to the maturity of the Company's
$150 million unsecured committed revolving credit facility with $100 million now
maturing in May 2014 and $50 million now maturing in May 2012. 


The Corporation and its currently rated utilities target investment-grade credit
ratings to maintain capital market access at reasonable interest rates. As at
March 31, 2011, the Corporation's credit ratings were as follows:




Standard & Poor's   A- (long-term corporate and unsecured debt credit     
                    rating)                                               
DBRS                A(low) (unsecured debt credit rating)                 



The credit ratings reflect the Corporation's low business-risk profile and
diversity of its operations, the stand-alone nature and financial separation of
each of the regulated subsidiaries of Fortis, management's commitment to
maintaining low levels of debt at the holding company level and the significant
reduction in external debt at FHI, the Corporation's reasonable credit metrics
and its demonstrated ability and continued focus on acquiring and integrating
stable regulated utility businesses financed on a conservative basis.


The following is an analysis of the contractual maturities of the Corporation's
consolidated financial liabilities as at March 31, 2011.




                               Due    Due in     Due in                   
Financial Liabilities     within 1     years      years  Due after        
($ millions)                  year   2 and 3    4 and 5    5 years   Total
--------------------------------------------------------------------------
Short-term borrowings          259         -          -          -     259
Trade and other accounts                                                  
 payable                       819         -          -          -     819
Natural gas derivatives                                                   
 (1)                            71        38          8          -     117
Foreign exchange forward                                                  
 contracts (2)                   6         1          -          -       7
Dividends payable               55         -          -          -      55
Customer deposits (3)            -         3          1          2       6
Waneta Partnership                                                        
 promissory note (4)             -         -          -         72      72
Long-term debt,                                                           
 including current                                                        
 portion (5)                    52       389        783      4,434   5,658
Interest obligations on                                                   
 long-term debt                346       678        609      4,984   6,617
Preference shares,                                                        
 classified as debt              -       123          -        197     320
Dividend obligations on                                                   
 preference shares,                                                       
classified as finance                                                     
 charges                        17        30         19          5      71
--------------------------------------------------------------------------
                             1,625     1,262      1,420      9,694  14,001
--------------------------------------------------------------------------
--------------------------------------------------------------------------
                                                                          
(1) Amounts disclosed are on a gross cash flow basis. The derivatives were
recorded in accounts payable at fair value as at March 31, 2011 at $123   
million.                                                                  
(2) Amounts disclosed are on a gross cash flow basis. The contracts were  
recorded in accounts payable at fair value as at March 31, 2011 at less   
than $1 million.                                                          
(3) Customer deposits were recorded in other liabilities as at March 31,  
2011.                                                                     
(4) Amounts disclosed are on a gross cash flow basis.The promissory note  
was recorded in other liabilities at present value as at March 31, 2011 at
$43 million.                                                              
(5) Excludes deferred financing costs of $41 million and capital lease    
obligations of $39 million                                                



Market Risk

Foreign Exchange Risk

The Corporation's earnings from, and net investment in, self-sustaining foreign
subsidiaries are exposed to fluctuations in the US dollar-to-Canadian dollar
exchange rate. The Corporation has effectively decreased the above exposure
through the use of US dollar borrowings at the corporate level. The foreign
exchange gain or loss on the translation of US dollar-denominated interest
expense partially offsets the foreign exchange loss or gain on the translation
of the Corporation's foreign subsidiaries' earnings, which are denominated in US
dollars or a currency pegged to the US dollar. Belize Electricity's reporting
currency is the Belizean dollar while the reporting currency of Caribbean
Utilities, Fortis Turks and Caicos, FortisUS Energy Corporation and Belize
Electric Company Limited is the US dollar. The Belizean dollar is pegged to the
US dollar at BZ$2.00=US$1.00.


As at March 31, 2011, all of the Corporation's US$590 million (December 31, 2010
- US$590 million) corporately held long-term debt had been designated as a hedge
of a significant portion of the Corporation's foreign net investments. As at
March 31, 2011, the Corporation had approximately US$14 million (December 31,
2010 - US$7 million) in foreign net investments remaining to be hedged. Foreign
currency exchange rate fluctuations associated with the translation of the
Corporation's corporately held US dollar borrowings designated as hedges are
recognized in other comprehensive income and help offset unrealized foreign
currency exchange gains and losses on the foreign net investments, which are
also recognized in other comprehensive income.


FEI and FEVI's US dollar payments under contracts for the implementation of a
customer information system and the construction of a liquefied natural gas
storage facility, respectively, expose the utilities to fluctuations in the US
dollar-to-Canadian dollar exchange rate. FEI and FEVI have entered into foreign
exchange forward contracts to hedge this exposure and any increase or decrease
in the fair value of the foreign exchange forward contracts is deferred for
recovery from, or refund to, customers in future rates, subject to regulatory
approval. 


Interest Rate Risk

The Corporation and its subsidiaries are exposed to interest rate risk
associated with short-term borrowings and floating-rate debt. The Corporation
and its subsidiaries may enter into interest rate swap agreements to help reduce
this risk.


The FortisBC Energy companies and FortisBC Electric have regulatory approval to
defer any increase or decrease in interest expense resulting from fluctuations
in interest rates associated with variable-rate debt for recovery from, or
refund to, customers in future rates.


Commodity Price Risk

The FortisBC Energy companies are exposed to commodity price risk associated
with changes in the market price of natural gas. This risk is minimized by
entering into natural gas derivatives that effectively fix the price of natural
gas purchases. The natural gas derivatives are recognized on the consolidated
balance sheet at fair value and any change in the fair value is deferred as a
regulatory asset or liability, subject to regulatory approval, for recovery
from, or refund to, customers in future rates. 


The price risk-management strategy of the FortisBC Energy companies aims to
improve the likelihood that natural gas prices remain competitive with
electricity rates, temper gas price volatility on customer rates and reduce the
risk of regional price discrepancies. On an annual basis, FEI and FEVI each file
a Price Risk-Management Plan ("PRMP") that seeks approval for the natural gas
commodity hedging plan for the next three years for FEI and the next five years
for FEVI. During the third quarter of 2010, the BCUC denied the PRMP application
filed by the FortisBC Energy companies earlier in 2010 and directed the
Companies to undertake a review of the primary objectives of the PRMP. In
January 2011 the FortisBC Energy companies reviewed the PRMP objectives with the
BCUC related to their gas commodity hedging plan and FEI submitted a 2011-2014
PRMP. On a partial basis, the BCUC has approved FEI to implement portions of its
2011-2014 PRMP. FEVI plans to file an updated PRMP by June 2011. 


19. CONTINGENT LIABILITIES AND COMMITMENTS

Contingent Liabilities

The Corporation and its subsidiaries are subject to various legal proceedings
and claims associated with ordinary course business operations. Management
believes that the amount of liability, if any, from these actions would not have
a material effect on the Corporation's consolidated financial position or
results of operations. There were no material changes in the Corporation's
contingencies from those disclosed in the Corporation's 2010 annual audited
consolidated financial statements. 


Commitments 

There were no material changes in the nature and amount of the Corporation's
commitments from the commitments disclosed in the Corporation's 2010 annual
audited consolidated financial statements, except as described below.


During the first quarter of 2011, the actuarial valuation of the defined benefit
pension plan at FortisBC Energy, covering unionized employees, was completed. As
a result of the actuarial valuation and other revised actuarial estimates, the
total estimate of consolidated defined benefit pension funding contributions
over the next five years has increased approximately $37 million from that
disclosed in the Corporation's 2010 annual audited consolidated financial
statements. 


20. COMPARATIVE FIGURES

Certain comparative figures have been reclassified to comply with current period
classifications. The most significant changes related to a $48 million decrease
in cash from operating activities associated with changes in non-cash operating
working capital and a corresponding decrease in cash used in financing
activities associated with dividends on common shares. 


CORPORATE INFORMATION

Fortis Inc. is the largest investor-owned distribution utility in Canada, with
total assets of approximately $13 billion and fiscal 2010 revenue totalling
approximately $3.7 billion. The Corporation serves approximately 2,100,000 gas
and electricity customers. Its regulated holdings include electric distribution
utilities in five Canadian provinces and three Caribbean countries and a natural
gas utility in British Columbia. Fortis owns and operates non-regulated
generation assets across Canada and in Belize and Upper New York State. It also
owns hotels and commercial office and retail space primarily in Atlantic Canada.



The Common Shares, First Preference Shares, Series C; First Preference Shares,
Series E; First Preference Shares, Series F; First Preference Shares, Series G;
and First Preference Shares, Series H of Fortis are traded on the Toronto Stock
Exchange under the symbols FTS, FTS.PR.C, FTS.PR.E, FTS.PR.F, FTS.PR.G and
FTS.PR.H, respectively.




Share Transfer Agent and Registrar:       
Computershare Trust Company of Canada     
9th 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.computershare.com/fortisinc        



Additional information, including the Fortis 2010 Annual Information Form,
Management Information Circular and Annual Report, are available on SEDAR at
www.sedar.com and on the Corporation's web site at www.fortisinc.com.


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