Obligation Albertia 1.9% ( US013051DV68 ) en USD

Albertia

100 % ▼

Canada

US013051DV68 ( en USD )

1.9% par an ( paiement semestriel )

06/12/2019 - Obligation échue

Prospectus brochure de l'obligation Alberta US013051DV68 en USD 1.9%, échue

200 000 USD

2 250 000 000 USD

013051DV6

L'Alberta est une province de l'ouest du Canada, connue pour ses paysages variés, son industrie pétrolière et gazière, et ses parcs nationaux tels que Banff et Jasper.

L'Obligation émise par Albertia ( Canada ) , en USD, avec le code ISIN US013051DV68, paye un coupon de 1.9% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 06/12/2019

LISTING MEMORANDUM

U.S.$ 2,250,000,000
PROVINCE OF ALBERTA
(Canada)
1.90% Bonds due December 6, 2019

The bonds are offered for sale in Canada, the United States, and those jurisdictions in Europe and Asia where it is legal to make such
offers.
The bonds bear interest at the rate of 1.90% per year. Interest on the bonds is payable on June 6 and December 6 of each year,
beginning June 6, 2017. The bonds will mature on December 6, 2019. The bonds are not redeemable before maturity, unless certain events
occur involving Canadian taxation.
Application has been made for the bonds offered by this listing memorandum (the "Listing Memorandum") to be admitted to the
Official List of the Luxembourg Stock Exchange and for such bonds to be admitted to trading on the Euro MTF Market of the Luxembourg
Stock Exchange. This Listing Memorandum and the accompanying Prospectus (as defined below) constitute a prospectus for purpose of the
Luxembourg Law dated July 10, 2005 on Prospectus for Securities, as amended. The Euro MTF Market of the Luxembourg Stock Exchange
is not a regulated market for the purposes of the Markets in Financial Instruments Directive (Directive 2004/39/EC). Unless the context
otherwise requires, references in this Listing Memorandum to the bonds being "listed" shall mean that the bonds have been admitted to
trading on the Euro MTF Market and have been admitted to the Official List of the Luxembourg Stock Exchange. We have undertaken to the
underwriters to use all reasonable efforts to have the bonds listed on the Euro MTF Market of the Luxembourg Stock Exchange as soon as
possible after the closing of the issue. We have no obligation to maintain the listing on the Luxembourg Stock Exchange.

Investing in the bonds involves risks. See "Risk Factors" beginning on page S-8.

Neither the Securities and Exchange Commission (the "SEC") nor any other regulatory authority has approved or disapproved of
these securities or passed upon the accuracy or adequacy of this Listing Memorandum and the accompanying base prospectus dated
October 25, 2016 (the "Prospectus"). Any representation to the contrary is a criminal offense.

Per bond
Total

Public Offering Price ..............................................................................................................
99.954%
U.S.$ 2,248,965,000
Underwriting Discount............................................................................................................
0.100%
U.S.$
2,250,000
Proceeds, before expenses, to the Province ...........................................................................
99.854%
U.S.$ 2,246,715,000

The bonds were delivered in book-entry form only through The Depository Trust Company and its participants, including CDS
Clearing and Depository Services Inc., Clearstream Banking, société anonyme and Euroclear Bank S.A./N.V., on December 8, 2016.

Joint Book-Running Managers

BMO Capital
HSBC
National Bank of
TD Securities
Markets
Canada Financial Markets

Co-Managers

BofA Merrill Lynch
CIBC Capital Markets

RBC Capital Markets

Scotiabank

The date of this Listing Memorandum is December 21, 2016

TABLE OF CONTENTS

Page

Listing Memorandum

Summary of the Offering ..............................................................................................................................................................
S-5

Risk Factors ..................................................................................................................................................................................
S-7

Recent Developments ...................................................................................................................................................................
S-8

Use of Proceeds ............................................................................................................................................................................
S-9

Description of Bonds .................................................................................................................................................................... S-10

Clearing and Settlement ................................................................................................................................................................ S-15

Tax Matters ................................................................................................................................................................................... S-18

Underwriting ................................................................................................................................................................................. S-19

Legal Matters ................................................................................................................................................................................ S-23

Authorized Agent in the United States ......................................................................................................................................... S-24

Forward-Looking Statements ........................................................................................................................................................ S-25

General Information ...................................................................................................................................................................... S-26

Sources of Information ................................................................................................................................................................. S-27

Annex A--2016-17 Second Quarter Fiscal Update and Economic Statement .............................................................................
A-1

Prospectus

About This Prospectus ..................................................................................................................................................................
3

Where You Can Find More Information .......................................................................................................................................
3

Forward-Looking Statements ........................................................................................................................................................
3

Province of Alberta .......................................................................................................................................................................
5

Overview .............................................................................................................................................................................
5

Constitutional Framework of Canada ..................................................................................................................................
6

Provincial Government ........................................................................................................................................................
6

Description of the Economy and Gross Domestic Product .................................................................................................
7

Key Drivers of the Economy ...............................................................................................................................................
8

Economic Outlook ...............................................................................................................................................................
10

Debt of the Province ............................................................................................................................................................
15

Exports and Imports ............................................................................................................................................................
15

Tax and Budgetary Systems ................................................................................................................................................
15

Other Funds and Agencies...................................................................................................................................................
16

Pension Plans .......................................................................................................................................................................
17

Additional Information ........................................................................................................................................................
19

Use of Proceeds ............................................................................................................................................................................
20

S-1

Page

Description of Debt Securities and Warrants ................................................................................................................................
21

General ................................................................................................................................................................................
21

Prescription..........................................................................................................................................................................
22

Form, Exchange and Transfer .............................................................................................................................................
22

Registered Global Securities ...............................................................................................................................................
22

Payment of Interest and Principal ........................................................................................................................................
24

Warrants ..............................................................................................................................................................................
24

Canadian Income Tax Considerations .................................................................................................................................
25

United States Income Tax Considerations ...........................................................................................................................
26

Enforceability and Governing Law .....................................................................................................................................
28

Plan of Distribution .......................................................................................................................................................................
29

Debt Record ..................................................................................................................................................................................
30

Authorized Agent ..........................................................................................................................................................................
30

Experts and Public Official Documents ........................................................................................................................................
30

Legal Matters ................................................................................................................................................................................
30

Annex A--2015-16 Annual Report .............................................................................................................................................. A-1

Annex B--2016-17 First Quarter Fiscal Update and Economic Statement .................................................................................. B-1

Annex C--Fiscal Plan 2016-19 .................................................................................................................................................... C-1

Annex D--Term Debt Outstanding and Debt Summary .............................................................................................................. D-1

S-2

Capitalized terms used but not defined herein have the meanings given to them in the Prospectus.
The words "the Province," "we," "our," "ours" and "us" refer to the Province of Alberta.
References in this Listing Memorandum to the European Economic Area and Member States of the European Economic Area
are to the member states of the European Union together with Iceland, Norway and Liechtenstein.
Unless otherwise specified or the context otherwise requires, references in this Listing Memorandum to "$" and "Cdn. $" are to
lawful money of Canada and "U.S.$" and "U.S. dollars" are to lawful money of the United States of America. The noon exchange rate
between the U.S. dollar and the Canadian dollar published by the Bank of Canada on December 1, 2016 was approximately $1.00 =
U.S.$0.7501.

IMPORTANT INFORMATION FOR INVESTORS
We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not
permitted. Before making an investment decision, you should consult your legal and investment advisors regarding any restrictions or
concerns that may pertain to you and your particular jurisdiction.
The Prospectus contains information regarding the Province and other matters, including a description of certain terms of the
Province's securities, and should be read together with this Listing Memorandum. We have not, and the underwriters have not,
authorized anyone to provide any information other than that contained in the Prospectus or this Listing Memorandum or in any free
writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no
assurance as to the reliability of, any other information that persons other than those authorized by us may give you.

In connection with the issue of the bonds, the underwriters (or persons acting on their behalf) may over-allot bonds or effect
transactions with a view to supporting the market price of the bonds at a level higher than that which might otherwise
prevail. However, there is no assurance that the underwriters (or persons acting on their behalf) will undertake stabilization
action. Any stabilization action may begin on or after the date on which adequate public disclosure of the terms of the offer of the
bonds is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the
bonds and 60 days after the date of the allotment of the bonds. Any stabilization action or over-allotment must be conducted by the
underwriters (or persons acting on their behalf) in accordance with all applicable laws and rules.
The bonds may not be a suitable investment for all investors
Each potential investor in the bonds must determine the suitability of that investment in light of its own circumstances. In
particular, each potential investor should:
(i)
have sufficient knowledge and experience to make a meaningful evaluation of the bonds, the merits and risks of investing
in the bonds and the information contained in the Prospectus and this Listing Memorandum;

(ii)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial
situation, an investment in the bonds and the impact the bonds will have on its overall investment portfolio;
(iii) have sufficient financial resources and liquidity to bear all of the risks of an investment in the bonds, including where the
currency for principal or interest payments is different from the potential investor's currency;
(iv) understand thoroughly the terms of the bonds and be familiar with the behavior of any relevant indices and financial
markets; and
(v)
be able to evaluate (either alone or with the help of a financial advisor) possible scenarios for economic, interest rate and
other factors that may affect its investment and its ability to bear the applicable risks.
Legal investment considerations may restrict investments in the bonds
The investment activities of certain investors are subject to legal investment laws and regulations, or review or regulation by
certain authorities. Each potential investor should consult its legal advisors to determine whether and to what extent (1) the bonds are
legal investments for it, (2) the bonds can be used as collateral for various types of borrowing and (3) other restrictions apply to its
purchase or pledge of any bonds. Financial institutions should consult their legal advisors or the appropriate regulators to determine
S-3

the appropriate treatment of the bonds under any applicable risk-based capital or similar rules. These restrictions may limit the market
for the bonds.
You may assume that the information appearing in this Listing Memorandum and the Prospectus, as well as the information we
previously filed with the SEC, is accurate in all material respects as of the date of such document. Please see "Where You Can Find
More Information" in the Prospectus.
We have filed a registration statement with the SEC covering the portion of the bonds to be sold in the United States or in
circumstances where registration of the bonds is required. For further information about us and the bonds, you should refer to our
registration statement and its exhibits. This Listing Memorandum and the Prospectus summarize material provisions of the agreements
and other documents that you should refer to. Because the Listing Memorandum and the Prospectus may not contain all of the
information that you may find important, you should review the full text of these documents.

You may read and copy any document we file with the SEC in the United States at the SEC's public reference room in
Washington, D.C. Please call the SEC at 1-800-SEC-0330 for more information on the public reference rooms and their copy
charges. Information filed by the Province is also available from the SEC's Electronic Document Gathering and Retrieval System
(http://www.sec.gov), which is commonly known by the acronym EDGAR, as well as from commercial document retrieval services.

S-4

SUMMARY OF THE OFFERING
This summary must be read as an introduction to this Listing Memorandum and the accompanying Prospectus and any
decision to invest in the bonds should be based on a consideration of such documents taken as a whole.

Issuer:
The Province of Alberta.

Aggregate principal amount:
U.S.$2,250,000,000

Interest rate:
1.90% per year

Maturity date:
December 6, 2019

Interest payment dates:
June 6 and December 6 of each year, beginning on June 6, 2017.

Interest commencement:
Interest will accrue from December 8, 2016.

Interest calculations:
Based on a 360-day year of twelve 30-day months.

Ranking:
The bonds are our direct unsecured obligations and among themselves rank pari passu and be
payable without preference or priority. The bonds rank equally with all of our other unsecured
and unsubordinated indebtedness and obligations from time to time outstanding. Payments of
principal and interest on the bonds are payable out of the General Revenue Fund of the
Province.

Redemption:
We may not redeem the bonds prior to maturity, unless certain events occur involving
Canadian taxation.

Proceeds:
After deducting the underwriting discount and our estimated expenses of U.S.$233,000, our
net proceeds were approximately U.S.$2,246,482,000

Markets:
The bonds are offered for sale in Canada, the United States, and those jurisdictions in Europe
and Asia where it is legal to make such offers.

Listing:
We have applied to have the bonds admitted to trading on the Euro MTF Market of the
Luxembourg Stock Exchange. We have undertaken to the underwriters to use all reasonable
efforts to have the bonds admitted to the Official List of the Luxembourg Stock Exchange and
to trading on the Luxembourg Stock Exchange's Euro MTF Market as soon as possible after
the closing of the issue.

Form of bond:
The bonds were issued in the form of five fully registered permanent global bonds held in the
name of Cede & Co., as nominee of The Depository Trust Company, known as DTC, and will
be recorded in a register held by The Bank of New York Mellon, as registrar. Beneficial
interests in the global bonds were represented through book-entry accounts of financial
institutions acting on behalf of beneficial owners as direct and indirect participants in
DTC. Investors may elect to hold interests in the global bonds through any of DTC (in the
United States), CDS Clearing and Depository Services Inc., known as CDS (in Canada),
Clearstream Banking, société anonyme, known as Clearstream, or Euroclear Bank S.A./N.V.
as operator of the Euroclear System or any successor in that capacity, known as Euroclear (in
Europe and Asia), if they are participants in such systems, or indirectly through organizations
which are participants in such systems. CDS will hold interests directly through its account at
DTC and Clearstream and Euroclear will hold interests as indirect participants in DTC.

Except in limited circumstances, investors will not be entitled to have bonds registered in their
names, will not receive or be entitled to receive bonds in definitive form and will not be
considered registered holders thereof under the fiscal agency agreement between the Province
and The Bank of New York Mellon, relating to the bonds.

The bonds are only in minimum aggregate principal amounts of U.S.$200,000 and integral
S-5

multiples of U.S.$1,000 for amounts in excess of U.S.$200,000.

Withholding tax:
Principal of and interest on the bonds are payable by the Province without withholding or
deduction for Canadian withholding taxes to the extent set forth herein.

Risk factors:
We believe that the following factors represent the principal risks inherent in investing in the

bonds: there is no active trading market for the bonds and an active trading market may not
develop; the bonds are subject to modification and waiver of conditions in certain
circumstances; because the bonds are held by or on behalf of DTC, investors will have to rely
on its procedures for transfer, payment and communication with us; the laws governing the
bonds may change; investors may be subject to exchange rate risks and/or exchange controls;
and we have ongoing ordinary course business relationships with certain of the underwriters
and their affiliates that could create the potential for, or perception of, conflict among the
interests of underwriters and prospective investors.
The Province may be contacted at Alberta Treasury Board and Finance, Province of Alberta, Ninth Floor, 9820 - 107 Street,
Edmonton, Alberta, T5K 1E7 and may be telephoned at (780) 427-3035.

S-6

RISK FACTORS
We believe that the following factors may be material for the purpose of assessing the market risks associated with the bonds and the
risks that may affect our ability to fulfill our obligations under the bonds.
We believe that the factors described below represent the principal risks inherent in investing in the bonds but we do not represent
that the statements below regarding the risks of investing in any bonds are exhaustive. Prospective investors should also read the
detailed information set out elsewhere in this Listing Memorandum and the Prospectus and reach their own views prior to making any
investment decision.
There is no active trading market for the bonds and an active trading market may not develop
The bonds are new securities which may not be widely distributed and for which there is currently no active trading market. No
assurance can be given as to the liquidity of the trading market for the bonds or that an active trading market will develop. If the bonds
are traded after their initial issuance, they may trade at a discount to their initial offering price, depending upon prevailing interest
rates, the market for similar securities, general economic conditions and our financial condition. If an active trading market does not
develop, investors may not be able to sell their bonds at prices that will provide them with a yield comparable to similar investments
that have a more highly developed secondary market. We have undertaken to the underwriters to use all reasonable efforts to have the
bonds admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange as soon as possible after the closing of the
issue.
The bonds are subject to modification and waiver of conditions in certain circumstances
The terms of the bonds contain provisions for calling meetings of registered holders to consider matters affecting their interests
generally. These provisions permit defined majorities to approve, by extraordinary resolution (as defined below under "Description of
Bonds--Modification"), certain modifications or amendments to the fiscal agency agreement and the bonds that bind all registered
holders, including registered holders who did not attend and vote at the relevant meeting and registered holders who voted in a manner
contrary to the majority.
The terms of the bonds also provide that the parties to the fiscal agency agreement will be able to enter into agreements
supplemental to the fiscal agency agreement to create and issue further bonds ranking equally and ratably with the bonds in all
respects, or in all respects other than in respect of the date from which interest will accrue and the first interest payment date, and that
such further bonds shall be consolidated and form a single series with the bonds and shall have the same terms as to status, redemption
or otherwise as the bonds.
The terms of the bonds also provide that the parties to the fiscal agency agreement will be able to amend the fiscal agency
agreement and the bonds without notice to or consent of the registered holders for the purpose of curing any ambiguity or of curing,
correcting or supplementing any defective provisions therein, or effecting the issue of further bonds as described above or in any other
manner the Province may deem necessary or desirable and which in the reasonable opinion of the parties to the fiscal agency
agreement will not adversely affect the interests of the registered holders.
Because the bonds are held by or on behalf of DTC, investors will have to rely on its procedures for transfer, payment and
communication with us
The bonds have been deposited with DTC. Except in limited circumstances, investors will not be entitled to receive bonds in
definitive form. DTC's records reflect only the identity of direct DTC participants to whose accounts the bonds are credited. Direct
and indirect participants in DTC responsible for keeping records of the beneficial ownership of bonds on behalf of their
customers. Investors will be able to trade their beneficial interests only through DTC and its direct and indirect participants.

We will discharge our payment obligations under the bonds by making payments to DTC for distribution to its account
holders. A holder of a beneficial interest in the bonds must rely on the procedures of DTC to receive payments under the bonds. We
have no responsibility or liability for the records relating to, or payments made in respect of, beneficial interests in the bonds.
Holders of beneficial interests in the bonds will not have a direct right to vote in respect of the bonds. Instead, such holders will
be permitted to act only to the extent that they are enabled by DTC to appoint proxies. Similarly, holders of beneficial interests in the
bonds will not have a direct right under the bonds to take enforcement action against us in the event of a default under the bonds.
S-7

The laws governing the bonds may change
The terms of the bonds are based on the laws of the Province of Alberta and the federal laws of Canada applicable therein in
effect as at the date of this Listing Memorandum. No assurance can be given as to the impact of any possible judicial decision or
change to the laws of the Province of Alberta or the federal laws of Canada applicable therein or administrative practice after the date
of this Listing Memorandum.
Investors may be subject to exchange rate risks and exchange controls
We will pay principal and interest on the bonds in the currency of the United States. This presents certain risks relating to
currency conversions if an investor's financial activities are denominated principally in a currency or currency unit (the "Investor's
Currency") other than the currency of the United States. These include the risk that exchange rates may significantly change
(including changes due to devaluation of the currency of the United States or revaluation of the Investor's Currency) and the risk that
authorities with jurisdiction over the Investor's Currency may impose or modify exchange controls. An appreciation in the value of the
Investor's Currency relative to the currency of the United States would decrease (1) the Investor's Currency-equivalent yield on the
bonds, (2) the Investor's Currency-equivalent value of the principal payable on the bonds and (3) the Investor's Currency-equivalent
market value of the bonds.
Government and monetary authorities may impose (as some have done in the past) exchange controls that could adversely affect
an applicable exchange rate. As a result, investors may receive less interest or principal than expected, or no interest or principal.
Investment in the bonds involves the risk that subsequent changes in market interest rates may adversely affect the value of the
bonds.
Certain of the underwriters may have real or perceived conflicts of interest
Certain of the underwriters and their affiliates have engaged, and may in the future engage, in investment banking and/or
commercial banking transactions with, and may perform services for, the Province in the ordinary course of business and such
activities could create the potential for or perception of conflict among the interests of the underwriters and prospective investors.
RECENT DEVELOPMENTS
Proposed legislation before the provincial legislature (Bill 34, the Electric Utilities Amendment Act) would allow the Province's
balancing pool (the "Balancing Pool") to borrow money or receive a loan guarantee from the Province. The Balancing Pool was
established by the provincial government to help manage the transition to competition in the Province's electricity industry. This
direct funding or loan guarantee from the Province will allow the Balancing Pool to manage the cost of four power purchase
agreements which were surrendered by power companies earlier this year. The potential fiscal impact to the Province of possible
additional lending for this purpose is undetermined at this time.

S-8

USE OF PROCEEDS
The proceeds from the sale of the new bonds were U.S.$2,246,482,000 after deducting the underwriting discount and our
estimated expenses. The underwriting fee of U.S.$2,250,000 was paid by us, as described in "Underwriting". We intend to use the
proceeds of this offering for general government purposes.

S-9