Obligation Ontarian Province 2.55% ( US68323AES96 ) en USD

Société émettrice Ontarian Province
Prix sur le marché 100 %  ▼ 
Pays  Canada
Code ISIN  US68323AES96 ( en USD )
Coupon 2.55% par an ( paiement semestriel )
Echéance 12/02/2021 - Obligation échue



Prospectus brochure de l'obligation Province of Ontario US68323AES96 en USD 2.55%, échue


Montant Minimal 5 000 USD
Montant de l'émission 3 000 000 000 USD
Cusip 68323AES9
Description détaillée L'Ontario est la province la plus peuplée du Canada, riche en ressources naturelles, avec une économie diversifiée axée sur les secteurs manufacturier, des services et des technologies.

L'obligation US68323AES96 émise par la Province de l'Ontario (Canada), d'une valeur nominale totale de 3 000 000 000 USD, avec un coupon de 2,55% payable semestriellement, et une taille minimale d'achat de 5 000 USD, est arrivée à échéance le 12/02/2021 et a été remboursée à 100%.







Prospectus Supplement to Prospectus dated April 11, 2016
US$3,000,000,000
Province of Ontario
(Canada)
2.550% Bonds due February 12, 2021
We will pay interest on the Bonds at the rate of 2.550% per year. Interest will be paid on February 12 and
August 12 of each year, beginning August 12, 2018. The Bonds will mature on February 12, 2021. We may not
redeem the Bonds before maturity, unless specified events occur involving Canadian taxation.
Application has been 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 Directive 2014/65/EU (as amended, "MiFID II"). 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. This Prospectus Supplement together with the Basic Prospectus constitute a Prospectus for the
purpose of the Luxembourg law dated July 10, 2005 on Prospectuses for Securities, as amended. 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 on or as soon as possible after the closing of the issue.
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 February 13, 2018 (the "Prospectus Supplement") and the accompanying basic
prospectus dated April 11, 2016 (the "Basic Prospectus"). Any representation to the contrary is a criminal
offense.
Per Bond
Total
Public Offering Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99.868%
US$2,996,040,000
. . . . .
Underwriting Discount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.100%
US$3,000,000
. . . . .
Proceeds, before expenses, to Ontario . . . . . . . . . . . . . . . . . . . . . . . . . . 99.768%
US$2,993,040,000
. . . . .
The initial public offering price set forth above does not include accrued interest, if any. Interest on the
Bonds will accrue from February 12, 2018, and must be paid if the Bonds are delivered after that date.
The Bonds have been delivered in book-entry form through The Depository Trust Company and its
participants, including CDS Clearing and Depository Services Inc., Clearstream Banking, S.A. and Euroclear
Bank S.A./N.V., on February 12, 2018.


Barclays
BofA Merrill Lynch
BMO Capital Markets Morgan
Stanley National Bank of Canada Financial Markets
CIBC Capital Markets
RBC Capital Markets
Scotiabank
TD Securities
Prospectus Supplement dated February 13, 2018
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 daily average exchange rate between the US$ and the Canadian dollar published
by the Bank of Canada on February 6, 2018 was approximately $1.00 = US$0.7981.
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 advisers 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 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 during the stabilization
period 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 cease 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 and will be undertaken at the offices of the underwriters and on the Euro MTF Market.
In connection with the issue of the Bonds, the underwriters are not acting for anyone other than us and will
not be responsible to anyone other than us for providing the protections afforded to their clients nor for providing
advice in relation to the offering of the Bonds.
This Prospectus Supplement has been prepared on the basis that all offers of Bonds in any member state (the
"Member States" and each, a "Member State") of the European Economic Area will be made pursuant to an
exemption under the Prospectus Directive from the requirement to produce or publish a prospectus for offers of
Bonds. Accordingly, any person making or intending to make any offer within a Member State of the Bonds
which are the subject of an offering contemplated in this Prospectus Supplement may only do so to legal entities
S-2


which are qualified investors as defined in the Prospectus Directive, provided that no such offer of Bonds shall
require the Province or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive.
Neither the Province nor any underwriter has authorized, nor do they authorize, the making of any offer of
Bonds to any legal entity which is not a qualified investor as defined in the Prospectus Directive.
Neither the Province nor any 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 relevant underwriters which
constitute the final placement of the Bonds contemplated in this Prospectus Supplement.
Each person in a Member State of the European Economic Area who receives any communication in respect
of, or who acquires any Bonds under, the offer contemplated in this Prospectus Supplement will be deemed to
have represented, warranted and agreed to and with each underwriter and the Province that it and any person on
whose behalf it acquires Bonds is a qualified investor within the meaning of the law in that Member State
implementing Article 2(1)(e) of the Prospectus Directive.
Solely for the purposes of each manufacturer's product approval process, the target market assessment in
respect of the Bonds has led to the conclusion that: (i) the target market for the Bonds is eligible counterparties
and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Bonds to
eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or
recommending the Bonds (a "distributor") should take into consideration the manufacturers' target market
assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market
assessment in respect of the Bonds (by either adopting or refining the manufacturers' target market assessment)
and determining appropriate distribution channels.
Delivery of the Bonds has been made against payment therefor on or about the date specified on the cover
page of this Prospectus Supplement, which is four business days following the date of pricing of the Bonds (such
settlement cycle being herein referred to as "T+4"). 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+4 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;
(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 adviser) possible scenarios for economic,
interest rate and other factors that may affect its investment and its ability to bear the applicable risks.
S-3


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.
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-19
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
S-4


Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
Province of Ontario . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
Description of Debt Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11
Debt Record . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12
Authorized Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12
Experts and Public Official Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12
S-5


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$3,000,000,000
Interest rate
2.550% per year.
Maturity date
February 12, 2021.
Interest payment dates February 12 and August 12 of each year, beginning August 12, 2018.
Interest will accrue from February 12, 2018.
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$276,560 our net proceeds will be approximately US$2,992,763,440.
Markets
The Bonds are offered for sale in the United States, Canada, Europe and
Asia.
Listing
We have applied to have the Bonds admitted to list 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. The Euro MTF Market is not a regulated
market for purposes of MiFID II.
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),
Clearstream Banking, S.A., known as Clearstream, or Euroclear Bank
S.A./N.V., known as Euroclear (in Europe and in Asia), if they are
participants in 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 in DTC.
S-6


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; 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; and it is unclear how any
renegotiation or withdrawal from NAFTA will affect the Province's trade
or economy.
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) 325-8142.
S-7



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 listed 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 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 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 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 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 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.
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.
S-8


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 terms 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.
It is unclear how any renegotiation or withdrawal from NAFTA will affect the Province's trade and economy.
The U.S. presidential administration has announced its intention to renegotiate or withdraw from the North
American Free Trade Agreement ("NAFTA") with Canada and Mexico. In May 2017, the U.S. presidential
administration formally notified Congress of its intention to renegotiate NAFTA. Negotiations commenced in
August 2017; however, at this stage, it is uncertain what the outcome of the renegotiations will be or their extent.
Consequently, it is unclear how this would impact the Province's trade and economy.
DESCRIPTION OF BONDS
General
Our 2.550% Bonds due February 12, 2021, in the aggregate principal amount of US$3,000,000,000 will be
issued under a fiscal agency agreement dated as of February 12, 2018, 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.
S-9


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" 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.
The Registrar will not impose any fees in respect of the Bonds, other than reasonable fees for the
replacement of lost, stolen, mutilated or destroyed Bonds. However, owners of beneficial interests in the Global
Bonds may incur fees payable in respect of the maintenance and operation of the book-entry accounts in which
such interests are held with the clearing systems.
Title
Subject to applicable law and the terms of the fiscal agency agreement, we, the Registrar, and any paying
agent appointed pursuant to the fiscal agency agreement shall deem and treat the registered holders of the Bonds
as the absolute owners thereof for all purposes whatsoever notwithstanding any notice to the contrary; and all
payments to or on the order of the registered holders shall be valid and effectual to discharge our liability and that
of the Registrar in respect of the Bonds to the extent of the sum or sums so paid.
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