Obligation Ontario Province 2% ( US683235AA32 ) en USD

Ontario Province

100 % ▲

Canada

US683235AA32 ( en USD )

2% par an ( paiement semestriel )

26/09/2018 - Obligation échue

Prospectus brochure de l'obligation Ontario Provinz US683235AA32 en USD 2%, échue

5 000 USD

1 750 000 000 USD

683235AA3

N/A

L'Ontario est une province du Canada, la plus peuplée, située dans le centre-est du pays, bordée par les Grands Lacs et la rivière des Outaouais.

L'Obligation émise par Ontario Province ( Canada ) , en USD, avec le code ISIN US683235AA32, paye un coupon de 2% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 26/09/2018

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Filed pursuant to Rule 424(b)(2)
of the Securities Act of 1933
No. 333-165529
Prospectus Supplement to Prospectus dated May 13, 2010
US$1,750,000,000

Province of Ontario
(Canada)
2.000% Bonds due September 27, 2018

We will pay interest on the Bonds at the rate of 2.000% per year. Interest will be paid on March 27 and September 27 of each year, beginning March 27, 2014.
The Bonds will mature on September 27, 2018. We may not redeem the Bonds before maturity, unless specified events occur involving Canadian taxation.
Application will be made for the Bonds offered by this Prospectus Supplement 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. The Euro MTF Market of the Luxembourg Stock Exchange is not a
regulated market for purposes of the Markets in Financial Investments Directive (Directive 2004/39/EC). Unless the context otherwise requires, references in this
Prospectus Supplement 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 Luxembourg Stock
Exchange on or as soon as possible after the closing of the issue. We cannot guarantee that these applications will be approved, and settlement of the Bonds is not
conditional on obtaining the listing.
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 prospectus supplement dated September 20, 2013 (the "Prospectus Supplement") and the accompanying basic
prospectus dated May 13, 2010 (the "Basic Prospectus"). Any representation to the contrary is a criminal offense.

Per Bond
Total

Public Offering Price

99.986%

US$1,749,755,000
Underwriting Discount

0.125%

US$
2,187,500
Proceeds, before expenses, to Ontario

99.861%

US$1,747,567,500
The initial public offering price set forth above does not include accrued interest, if any. Interest on the Bonds will accrue from September 27, 2013, and must be
paid if the Bonds are delivered after that date.

The underwriters expect to deliver the Bonds in book-entry form 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 or about September 27, 2013.

CIBC

Citigroup

HSBC

Morgan Stanley

BMO Capital Markets

National Bank of Canada Financial

RBC Capital Markets

Scotiabank

TD Securities

Prospectus Supplement dated September 20, 2013
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The words "the Province", "we", "our", "ours" and "us" refer to the Province of Ontario.
References in this Prospectus Supplement 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 Prospectus Supplement to "$" and "Canadian dollars" are to lawful money of
Canada and "US$" and "U.S. dollars" are to lawful money of the United States of America. The noon exchange rate between the US$ and the Canadian dollar published
by the Bank of Canada on September 20, 2013 was approximately $1.00 = US$0.9721.

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 Basic Prospectus contains or incorporates by reference information about us and other matters, including a description of some of the terms of our Bonds,
and should be read together with this Prospectus Supplement. We have not, and the underwriters have not, authorized anyone to provide any information other than that
incorporated by reference or contained in the Basic Prospectus or this Prospectus Supplement 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 relevant underwriter (or persons acting on their behalf) in
accordance with all applicable laws and rules.
We expect that delivery of the Bonds will be made against payment therefor on or about the date specified on the cover page of this Prospectus Supplement,
which is five business days following the date of pricing of the Bonds (such settlement cycle being herein referred to as "T+5"). You should note that the trading of the
Bonds on the date of pricing or the next succeeding business day may be affected by the T+5 settlement. See "Underwriting."
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 or incorporated by reference in this Prospectus Supplement or any applicable supplement;

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(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 behaviour of any relevant indices and financial markets; and

(v)
be able to evaluate (either alone or with the help of a financial adviser) 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, or the ability to pledge, the Bonds, limiting the market for resales
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 advisers 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 advisers or the
appropriate regulators to determine 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 Prospectus Supplement and the Basic Prospectus, as well as the information we previously filed with the
SEC, and incorporated by reference, is accurate in all material respects as of the date of such document.
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 Prospectus Supplement and the
Basic Prospectus summarize material provisions of the agreements and other documents that you should refer to. Because the Prospectus Supplement and the Basic
Prospectus may not contain all of the information that you may find important, you should review the full text of these documents and the documents incorporated by
reference in the Basic Prospectus.
We file reports and other information with the SEC in the United States. You may read and copy any document we file at the SEC's public reference room in
Washington, D.C. Please call the SEC at 1-800-SEC-0330 for more information about the public reference room and the applicable 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.

NOTICES REGARDING OFFERS IN THE EUROPEAN ECONOMIC AREA
If and to the extent that this Prospectus Supplement is communicated in, or the offer of the Bonds to which it relates is made in, any Member State of the European
Economic Area that has implemented the Prospectus Directive (2003/71/EC) (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in
that Member State and including any relevant implementing measure in that Member State) (defined as the

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"Prospectus Directive" herein, except for in the section entitled "Underwriting" below), this Prospectus Supplement and the offer are only addressed to and directed at
persons in that Member State who are qualified investors within the meaning of the Prospectus Directive (or who are other persons to whom the offer may lawfully be
addressed) and must not be acted upon by other persons in that Member State.
This Prospectus Supplement has been prepared on the basis that all offers of Bonds in the European Economic Area will be made pursuant to an exemption under
the Prospectus Directive, as implemented in Member States of the European Economic Area, from the requirement to produce or publish a prospectus for offers of the
Bonds. Accordingly, any person making or intending to make any offer within the European Economic Area of the Bonds which are the subject of the placement referred
to in this Prospectus Supplement should only do so in circumstances in which no obligation arises for the Province or the underwriters to produce or publish a
prospectus for such offer. Neither the Province nor the underwriters have authorized, nor do they authorize, the making of any offer of the Bonds through any financial
intermediary, other than offers made by the underwriters which constitute the final placement of the Bonds contemplated in this Prospectus Supplement.
This Prospectus Supplement does not constitute or form part of any offer or invitation to sell these Bonds and is not soliciting any offer to buy these Bonds in any
jurisdiction where such offer or sale is not permitted.

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TABLE OF CONTENTS

Page
PROSPECTUS SUPPLEMENT

Summary of the Offering

S-6
Risk Factors

S-8
Description of Bonds

S-10
Clearing and Settlement

S-16
Taxation

S-20
Underwriting

S-21
Legal Matters

S-25
Authorized Agent

S-26
Forward-Looking Statements

S-26
General Information

S-26
PROSPECTUS

About This Prospectus

3

Where You Can Find More Information

3

Forward-Looking Statements

4

Province of Ontario

4

Description of Debt Securities and Warrants

5

Use of Proceeds

13

Plan of Distribution

13

Debt Record

14

Legal Matters

14

Authorized Agent

14

Experts and Public Official Documents

14

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SUMMARY OF THE OFFERING
This summary must be read as an introduction to this Prospectus Supplement and the accompanying Basic Prospectus, and any decision to invest in the
Bonds should be based on a consideration of such documents taken as a whole, including the documents incorporated by reference.

Issuer
The Province of Ontario.
Aggregate principal
amount
US$1,750,000,000.

Interest rate
2.000% per year.

Maturity date
September 27, 2018.

Interest payment dates
March 27 and September 27 of each year, beginning March 27, 2014. Interest will accrue from September 27, 2013.

Redemption
We may not redeem the Bonds prior to maturity, unless specified events occur involving Canadian taxation.

Proceeds
After deducting the underwriting discount and our estimated expenses of US$162,500 our net proceeds will be
approximately US$1,747,405,000.

Markets
The Bonds are offered for sale in the United States, Canada, Europe and Asia.

Listing
We will apply 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 on or as soon as
possible after the closing of the issue. We cannot guarantee that the listing will be approved, and settlement of the Bonds
is not conditional on obtaining the listing.
Form of Bond and
settlement
The Bonds will be issued in the form of one or more fully registered permanent global bonds registered 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 will be 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) or Clearstream Banking, société anonyme, known as
Clearstream or Euroclear Bank S.A./N.V., known as Euroclear (in Europe and in Asia), if they are participants of such
systems, or indirectly through organizations which are participants in such systems. CDS will hold interests on behalf of
its participants directly through its account at DTC. Clearstream and Euroclear will hold interests as indirect
participants of DTC.

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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.

Bonds will only be sold in minimum aggregate principal amounts of US$5,000 and integral multiples of US$1,000 for

amounts in excess of US$5,000. Initial settlement for the Bonds will be made in immediately available funds. Principal
of and interest on the Bonds are payable in U.S. dollars.

Withholding tax
Principal of and interest on the Bonds are payable by us without withholding or deduction for Canadian withholding
taxes to the extent permitted under applicable law, as set forth in this Prospectus Supplement.

Status of the Bonds
The Bonds will be our direct unsecured obligations and as among themselves will rank pari passu and be payable
without any preference or priority. The Bonds will rank equally with all of our other unsecured and unsubordinated
indebtedness and obligations from time to time outstanding. Payments of principal of and interest on the Bonds will be a
charge on and payable out of the Consolidated Revenue Fund of Ontario.

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; exchange rates may affect the value of judgments in Canadian currency;
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 exchange controls; and we have ongoing normal course business relationships with some of the underwriters and
their affiliates that could create the potential for, or perception of, conflict among the interests of underwriters and
prospective investors.
We may be contacted at the Ontario Financing Authority, 1 Dundas Street West, 14th Floor, Toronto, Ontario, Canada M5G 1Z3. Our telephone number is
(416) 325-8053.

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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 holding any Bonds are exhaustive. Prospective investors should also read the detailed information set out elsewhere in this Prospectus
Supplement and the Basic Prospectus (including any documents deemed to be incorporated by reference herein or therein) 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 will be new securities which may not be widely distributed and for which there is currently no active trading market. 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. 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. We cannot guarantee that these applications will
be approved, and settlement of the Bonds is not conditional on obtaining the listing.
The Bonds are subject to modification and waiver of conditions in certain circumstances
The conditions of the Bonds contain provisions for calling meetings of bondholders to consider matters affecting their interests generally. These provisions
permit defined majorities to bind all bondholders including bondholders who did not attend and vote at the relevant meeting and bondholders who voted in a manner
contrary to the majority.
The conditions 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 pari passu 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 conditions 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 bondholders for the purpose of curing ambiguity or curing, correcting or supplementing any defective provisions therein, or effecting the issue
of further bonds as described above or in any other manner the parties to the fiscal agency agreement may deem necessary or desirable and which will not, in their
reasonable opinion, adversely affect the interests of the bondholders.
Exchange rates may affect the value of judgments in Canadian currency
The Currency Act (Canada) precludes a court in Canada from giving judgment in any currency other than Canadian currency. In Ontario, the court's judgment may
be based on a rate of exchange determined in accordance with section 121 of the Courts of Justice Act (Ontario), which rate of exchange is usually a rate in existence
on the business day immediately preceding the date of payment of the judgment. Holders would bear the risk of exchange rate fluctuations between the time the Canadian
dollar amount of the judgment is calculated and the time the holders receive payment.

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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 will be issued in the form of one or more fully registered global bonds which will be deposited with DTC or its nominee. Except in limited
circumstances, investors will not be entitled to receive Bonds in definitive form. DTC or its participants will maintain records of the beneficial interests in the Bonds.
Investors will be able to trade their beneficial interests only through DTC.
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 and its participants 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.
The laws governing the Bonds may change
The conditions of the Bonds are based on the laws of the Province and the federal laws of Canada applicable therein in effect as at the date of this Prospectus
Supplement. No assurance can be given as to the impact of any possible judicial decision or change to the laws of the Province or the federal laws of Canada
applicable therein or administrative practice after the date of this Prospectus Supplement.
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.
Our 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 us in the ordinary course of business and such activities could create the potential for or perception of conflict among the interests of
underwriters and prospective investors.

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DESCRIPTION OF BONDS
General
Our 2.000% Bonds due September 27, 2018, in the aggregate principal amount of US$1,750,000,000 will be issued under a fiscal agency agreement dated as of
September 27, 2013, between us and The Bank of New York Mellon, as registrar, fiscal agent, transfer agent and principal paying agent (the "Registrar"), which defines
your rights as a holder of the Bonds.
The information contained in this section and in the Basic Prospectus summarizes some of the terms of the Bonds and the fiscal agency agreement. You should
read the information set forth below together with the section "Description of Debt Securities and Warrants" in the Basic Prospectus, which summarizes the general
terms of the Bonds and the fiscal agency agreement. This Prospectus Supplement describes the terms of the Bonds in greater detail than the Basic Prospectus and may
provide information that differs from the Basic Prospectus. If the information in this Prospectus Supplement differs from the Basic Prospectus, you should rely on the
information in this Prospectus Supplement. You should also read the fiscal agency agreement and the exhibits thereto, including the form of Global Bonds (as defined
below), for a full description of the terms of the Bonds. A copy of the fiscal agency agreement and its exhibits will be available for inspection at our office.
References to principal and interest in respect of the Bonds shall be deemed also to refer to any Additional Amounts which may be payable as described below.
See "Payment of Additional Amounts".
Status of the Bonds
The Bonds will be our direct unsecured obligations and as among themselves will rank pari passu and be payable without any preference or priority. The Bonds
will rank equally with all of our other unsecured and unsubordinated indebtedness and obligations from time to time outstanding. Payments of principal of and interest
on the Bonds will be a charge on and payable out of the Consolidated Revenue Fund of Ontario.
Form, Denomination and Registration
The Bonds will be issued in the form of fully registered permanent global bonds ("Global Bonds") registered in the name of Cede & Co., as nominee of DTC,
and held by The Bank of New York Mellon as custodian for DTC, or the DTC Custodian. Beneficial interests in the Global Bonds will be 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 (in Canada) or Clearstream or Euroclear (in Europe and in Asia) if they are participants of such systems,
or indirectly through organizations which are participants in such systems. CDS will hold interests on behalf of its participants directly through its account at DTC and
Clearstream and Euroclear will hold interests on behalf of their participants through customers' securities accounts in Clearstream and Euroclear's names on the books
of their respective depositaries ("U.S. Depositaries"), which in turn will hold such interests in customers' securities accounts in the U.S. Depositaries' names on the
books of DTC. Except in the limited circumstances described herein, owners of beneficial interests in the Global Bonds 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.
See "Title" and "Definitive Certificates".
Bonds will only be sold in minimum aggregate principal amounts of US$5,000 and integral multiples of US$1,000 for amounts in excess of US$5,000.
All Bonds will be recorded in a register maintained by the Registrar, and will be registered in the name of Cede & Co., for the benefit of owners of beneficial
interests in the Global Bonds, including, those beneficial owners which are participants of CDS, Clearstream and Euroclear.

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