Annual Report 2014 Unlocking Value Our Value Proposition Our Business Message from the Chair CEO Letter to Shareholders Management’s Discussion and Analysis Consolidated Financial Statements Notes to Consolidated Financial Statements 2 4 6 7 13 82 91 Eleven-Year Financial and Statistical Summary 156 Plant Summary Board of Directors Shareholder Information Shareholder Highlights Corporate Information Glossary of Key Terms 158 159 160 162 163 164 TransAlta Corporation is one of Canada’s largest publicly traded power generators and marketers. In 2014, we focused on positioning our company for a future where growth is steady, profitable and sustainable. 1 TransAlta Corporation | 2014 Annual Report At TransAlta, Value is… 64 Power Generating Facilities in Canada, the Western U.S. and Australia 100+ Years of Experience 90.5% Facility Availability in 2014 Headquartered in Calgary – in North America’s Fastest Growing Deregulated Power Market Over 8,500 MW Generating Portfolio Wind 1,266 Hydro 914 Gas 1,447 Coal 4,931 Includes 100% of TransAlta Renewables Assets 2 Employees 2,700 $Investment Grade TransAlta Corporation | 2014 Annual Report Sustainable Dividend 70% Owner of TransAlta Renewables Go Forward Growth Target 3 $40-60million Preparing for a Post-PPA World EBITDA/year i Low Cost Structure Listed on TSX NYSE $10 billion of Opportunities Under Review (Greenfield & Acquisitions) $4.7 billion Invested Over 10 Years 3 TransAlta Corporation | 2014 Annual Report Generating Generating Value Gas TransAlta is an experienced generator of gas-fired electricity with a portfolio of 12 facilities in Alberta, Ontario and Australia. With a total generating capacity of 1,447 MW, our gas fleet earned $309 million of comparable earnings before interest, taxes, depreciation and amortization (comparable EBITDA) in 2014. Gas will play an increasingly prominent role in our fuel mix; we are currently building the new 150 MW South Hedland Power Station in Western Australia and are also advancing development plans for the 856 MW Sundance 7 combined-cycle gas facility in Alberta. Hydro TransAlta’s first power generation assets were hydroelectric facilities built in Alberta. Many continue to operate today, delivering renewable power generation, ancillary services and start-up flexibility. Our Alberta-based hydro facilities have a net capacity of 822 MW and comprise 96 per cent of the province’s hydro assets, our B.C.-based hydro facilities are capable of delivering 77 MW of clean power generation, and our Ontario facilities have a net capacity of 14 MW. In aggregate, these renewable assets contributed $85 million of comparable EBITDA in 2014. Wind TransAlta is Canada’s largest publicly traded wind generator with 1,122 MW of wind capacity across Alberta, Ontario, Quebec and New Brunswick. In 2013, we entered the U.S. wind market, acquiring our 144 MW Wyoming Wind facility. Our growing wind portfolio now represents about 15 per cent of our total generating capacity, further increasing our renewables portfolio to approximately 25 per cent. In addition to generating clean power, these assets deliver increased environmental value through renewable energy certificates and offsets. In 2014, our wind power assets generated $177 million of comparable EBITDA. 4 Solomon Power Station, Western Australia Kananaskis Hydro Facility, Alberta Castle River Wind Farm, Alberta TransAlta Corporation | 2014 Annual Report Coal TransAlta has ownership in six coal-fired generating plants that deliver reliable, low-cost baseload power to our customers. Our Canadian coal fleet includes five facilities that are based in Alberta: Sundance, Keephills, Keephills 3, Genesee 3 and Sheerness. They have a combined capacity of 3,591 MW. TransAlta also owns and operates the Highvale Mine in Alberta and the 1,340 MW Centralia coal-fired power plant in Washington State. Our combined Canadian and U.S. coal fleet contributed $448 million of comparable EBITDA in 2014. Energy Marketing TransAlta’s Energy Marketing team employs some of the most advanced tools and systems in the industry to capture value for our generating assets, while managing our marketplace risk. This team of approximately 140 professionals markets our production to a growing base of commercial, industrial and wholesale consumers, secures competitive fuels for our plants and serves our customers’ own marketing needs. Energy Marketing is focused on building our long-term customer base to replace the Alberta Power Purchase Arrangements (PPAs) that start to roll off at the end of 2017 and to drive growth in our business. Corporate TransAlta’s Generation and Energy Marketing segments are supported by a Corporate group that provides finance, tax, treasury, legal, regulatory, environmental, procurement, health and safety, sustainable development, corporate communications, government and investor relations, information technology, risk management, human resources, aboriginal relations, internal audit and other administrative support. These focused teams are dedicated to generating value across our company, conducting business in a responsible, transparent and sustainable manner. Sundance Power Plant, Alberta Calgary Skyline, Alberta Terry Kwas, Manager, Environment, Health and Safety – Wind 5 TransAlta Corporation | 2014 Annual Report Message from the Chair The past year was a busy one for TransAlta. We placed emphasis on operational excellence, strengthening our balance sheet and growing the company for the future. In addition, we continued our strategic planning for the upcoming period where the power purchase arrangements (PPAs) mandated by the deregulation regime begin to expire, along with the onset of the federal coal regulations. While low power prices in Alberta and the Pacific Northwest dampened our financial results, TransAlta made progress in 2014 against each of these goals, setting the stage for the future. I will leave the specifics of company performance to our President and Chief Executive Officer Dawn Farrell to discuss. On behalf of the Board, however, I would like to make note of a few highlights. In 2014, our Alberta coal plants exceeded their availability targets; we added talent to our top managementin Donald Tremblay as Chief Financial Officer and Wayne Collins as Executive Vice-President, Coal and Mining Operations; we made a material addition to our Western Australian assets with a successful bid to build a significant new power facility in South Hedland; we reduced debt; and we continued to plan for the market evolution in Alberta due to public policy mandates. At the Board, we were able to attract two new very talented Directors in John Dielwart and Tom Jenkins, as we continue our agenda to bring fresh experience and insight to our governance. We have also proposed Bev Park, a talented new director with extensive financial experience, for election. Once again, our overall governance practices were recognized by The Globe and Mail’s annual survey as being among Canada’s top ten public companies. We believe that real progress was made in 2014 towards laying a firm foundation for solid performance in the future, both operational and financial. There is no doubt that challenges remain to be addressed, but we have confidence that TransAlta has the strategic plan and the management team to succeed in the years ahead. I look forward to discussing 2014 and the future with our shareholders at our annual meeting. Sincerely, Ambassador Gordon D. Giffin Chair of the Board of Directors February 18, 2015 6 TransAlta Corporation | 2014 Annual Report Letter to Shareholders Our priorities in 2014 were to: 1) continue to unlock value from our base business through operational excellence; 2) strengthen our financial position; and 3) grow our portfolio of assets by delivering an average of $40 to $60 million dollars of additional EBITDA from growth. I’m pleased to report we have made significant progress in all three areas. The actions we have taken over the past year have enabled us to leverage our low-cost strategic positioning ahead of the expiration of Alberta’s Power Purchase Arrangements (PPAs) set to begin in 2018. These contracts, which took effect January 1, 2001, reflect government legislation that required us to sell power from our facilities to PPA buyers. The expiration of these contracts will allow us to re-contract the power currently committed to our PPA buyers, changing the make-up of our contract profile and restoring a direct relationship with our industrial, commercial and wholesale customers. Financial and Operating Results In 2014, we delivered on our financial expectations. Funds from operations (FFO) and comparable earnings before interest, taxes, depreciation and amortization Dawn L. Farrell President and CEO (comparable EBITDA) for the year totaled $762 million and $1,036 million respectively, versus $729 million and $1,023 million in 2013. This improvement over 2013 was due to better availability in our Canadian Coal business and strong performance from our Energy Marketing platform. Canadian Coal achieved a $16 million reduction in operations, maintenance and administration costs over 2013 levels and reduced contractor costs by $14 million. 7 TransAlta Corporation | 2014 Annual Report Our Energy Marketing platform’s successes included growth Strengthening Our Balance Sheet in customer origination across all markets, where we sought In 2014, we took significant action to improve our credit business with stable margins or fees using our asset-based metrics, including selling some of our less strategic assets, marketing capabilities. This contributed to near-record reducing our ownership in TransAlta Renewables and proprietary results this year. Our Commercial & Industrial issuing more preferred shares. We used the proceeds business in Alberta saw a 12 per cent increase in delivered from these actions to reduce our net debt by approximately volumes year over year. $500 million during the year. We also announced a change in our dividend from $1.16 annually to $0.72, to free up cash These two factors more than offset the impact of lower flow and support our strategy. power prices on our Alberta hydro business. We were expecting lower prices at the beginning of 2014, and we To strengthen our financial position, maintain our were not surprised by the price environment as the year investment grade rating and ensure we have the financial drew to a close. capability to grow, we expect to further reduce our debt level by $300 million to $500 million in 2015. We believe Our attention to costs and plant operations, the diversity of maintaining an investment grade balance sheet is key to our assets and markets, as well as our contracting strategy, our business model. It allows us to access capital in both mitigated the impact of lower prices. Our sustaining capital Canada and the U.S. and will demonstrate the soundness of expenditures were slightly below our plan due to good our business to our partners and customers. Balance sheet planning and execution of all our major projects. We believe strength gives us financial flexibility so we can be positioned TransAlta’s diverse, low-cost generating fleet will allow the for the right growth at the right time. company to excel in the Alberta market environment by attracting new and maintaining existing customers. We TransAlta Renewables intend to remain highly contracted and build our customer TransAlta Renewables (RNW) was launched in June 2013 as business by pursuing long-term contracts. This creates the a sponsored vehicle and includes a fully contracted portfolio of potential to unlock considerable value for our shareholders. renewable power generation facilities. It has performed well, with a total shareholder return of approximately 29 per cent Our ability to sign contracts in competitive markets will since its inception. In November, we hosted an Investor Day require a strong balance sheet to offset market volatility. conference in Stoney Plain, Alberta, where we reiterated This will allow us to be responsive to both customers and our commitment to maintain at least a 70 per cent share investors. We have factored this into our 2015 financing of TransAlta Renewables. We also discussed opportunities plan, which is designed to strengthen our capital structure for further drop-downs of assets into RNW to advance and support growth. that company’s strategy of owning contracted assets. 8 TransAlta Corporation | 2014 Annual Report We believe TransAlta’s diverse, low-cost generating fleet will allow the company to excel in the Alberta market environment by attracting new and maintaining existing customers. “ A “drop-down” is the sale of an asset or economic interest to in March 2015, we will have invested approximately a subsidiary that is majority-owned by the parent company $90 million in this fully contracted project, in partnership and with public shareholders owning the minority position. with DBP Development Group. As the majority sponsor of RNW, TransAlta still retains a high level of ownership of any assets that are dropped down Last year, we also delivered on our commitment to reinvest or vended into that subsidiary. TransAlta’s proceeds from the cash flow we freed up by resizing our dividend to grow these offerings will be used to reduce corporate debt and our business by contracting, designing and permitting the provide growth capital. construction of a new AUD $570 million 150 megawatt Growing Our Cash Flow (MW) gas-fired generation station in South Hedland, Australia. In January 2015, we started construction on To continue to build value for TransAlta shareholders, our the power station. Between May and July 2014, our team management team remains focused on aggressively growing fully negotiated agreements with both counterparties and the company. As we pursue our goal of continuing to grow finalized the project design. We successfully negotiated our portfolio of assets by adding $40 to $60 million dollars construction agreements and customer contracts, and of new EBITDA growth every year, we are searching for also obtained all necessary permits. The plant is fully profitable opportunities to grow our wind and gas portfolios contracted under 25-year agreements with Horizon Power and to add and expand existing cogeneration projects. We and Fortescue Metals Group, and could be expanded to are seeing some behind-the-fence opportunities emerging accommodate additional customers at a later date. The in Alberta and a need for new generation in Saskatchewan. project will be commissioned in the first half of 2017. We plan to use the benefit of our significant tax pools in the TransAlta has operated for more than 20 years in Western United States to maximize our competitive advantage in that Australia and we expect more investment opportunities, market. To further enhance our ability to grow, in early 2014 thanks to TransAlta’s experienced project development we appointed Donald Tremblay Chief Financial Officer, and team and the company’s reputation for reliable operations moved Brett Gellner to the role of Chief Investment Officer, and fair dealings in the country. where he is now solely focused on leading all growth aspects of the company. At the end of 2014, with the pipeline in the final stage of construction and South Hedland, we had approximately In 2014, we began construction in Western Australia of $650 million of committed capital projects. We expect this the 270-kilometre Fortescue River Gas Pipeline to supply investment to contribute $90 million of annualized EBITDA natural gas to our Solomon Power Station. On completion by 2017. Looking ahead, we see the potential to support 9 TransAlta Corporation | 2014 Annual Report We bring the best generation resources together with the best marketing and trading capability so our large commercial, large industrial and utility customers get the power they need, where and when they need it. “ new load growth in Alberta and Saskatchewan, as well In November 2014, we signed a three-year maintenance as in British Columbia, assuming the current economic agreement with Alstom, a global engineering firm whose environment supports progress in developing liquefied services include maintaining power plants. Alstom has the natural gas (LNG) projects in that province. experience, technology and solutions to deliver improvements in reliability and availability, and they will be responsible for Development of our proposed 856 MW state-of-the-art the next 10 turnarounds over three years at the 1,253 MW Sundance 7 plant advanced in 2014. We continued Keephills and the 2,141 MW Sundance plants. This agreement discussions with potential customers, held open houses is part of a broader initiative that includes investment in with stakeholders and entered the early stages of preparation state-of-the-art diagnostic technologies. for public hearings on the development. Be assured that Sundance 7 will be built only when the market signals the In 2014, we achieved an Equivalent Availability Factor (EAF) need for new profitably priced capacity and we have signed of 88.6 per cent compared to 80.9 per cent in 2013. EAF a sufficient number of contracts to backstop the capital measures a generating unit’s ability to generate electricity investment. All of our new investments in the Alberta on demand 24 hours a day, 365 days a year. Our Sundance market must meet, support and maintain our lowest-cost Unit 4 was able to achieve a new record of 354 days online power provider status. without interruption, breaking the previous record of 348 Gaining Further Competitive Advantage completed the equivalent of two planned outages in one in Our Alberta Coal Fleet operation on May 31 that lasted less than 90 minutes. Our TransAlta’s mission is to use our natural resources to teams are commended for their excellent planning and days online. As well, the Sundance Units 1 and 2 teams generate safe, reliable, affordable and environmentally pre-execution preparation. responsible power. Our coal assets continue to have strong revenue-generating potential. In past years, however, we In early 2015, we announced additional steps to increase did not meet our high operating standards and performance. operational effectiveness with fewer resources. After This is changing thanks to new operating practices and completing a detailed review and analysis of the structure lessons learned from the past and the leadership of our and staff complement required to run a more competitive recently appointed Executive Vice-President, Coal and coal business, we announced workforce reductions in our Mining Operations Wayne Collins. Our operations teams Canadian Coal operations. Under the new structure, and are focused on continuing to reduce operating costs and with the assistance of Alstom, we expect to see ongoing increase productivity to meet our reliability targets. improvements in availability, while further controlling costs. 10 TransAlta Corporation | 2014 Annual Report Power Price Outlook for TransAlta and Alberta to self-generate power. As they get closer to committing Every day, we work side-by-side with Alberta’s oil and gas capital, we intend to offer to build and operate these plants industry to support its continued growth in the short and for them. The current environment may also create other longer term. Oil and gas markets were in flux at the end of opportunities for TransAlta, in terms of acquiring assets or 2014, while the electricity sector faced continued low power leveraging our experience and capacity to create partnerships. prices. Due to the long lead time for major oil and gas capital projects, however, the sharp downturn in energy markets will We have a tradition of putting customers at the centre of our not have an immediate material impact on energy demand value proposition. We bring the best generation resources through 2015 and 2016. Projects already underway are together with the best marketing and trading capability so continuing and will come on stream as planned, generating our large commercial, large industrial and utility customers two to three per cent growth. Longer term, the pace of oil get the power they need, where and when they need it. This price recovery will be the major driver of demand growth. is evident in our cogeneration facility for steam and power Despite the inherent uncertainty as companies adapt and at Poplar Creek for Suncor’s oil sands operations near Fort reposition, we expect demand will be created for competitive McMurray. All excess generation at Poplar Creek can be financing solutions for new power, more opportunities for sold to the province’s electricity grid. Our South Hedland cogeneration, and new and more flexible combinations of project also highlights our capabilities to provide on-site, product offerings that can be scaled up or down as required customized generation. by our customers. Diversity and Optionality By maintaining our customer focus, TransAlta will be TransAlta today has more than $2 billion in revenues and well positioned through the downturn in this economic more than $9 billion in assets in five Canadian provinces, cycle, whether we face an extended period of energy price two U.S. states, and in Western Australia. Our overall uncertainty or a rebound driven by broader economic growth portfolio, one of the most diversified in Canada, includes across Canada and the U.S. Even under continued and 19 wind facilities, 27 hydro facilities and 12 gas facilities persistent low oil prices, additional generation will be needed in Canada, the U.S. and Australia, as well as six coal-fired in Alberta at the end of this decade. Depending on the pace of generation plants in Alberta and Washington State. Our oil price recovery, over the next 10 to 15 years industrial load overall mix is changing, and today, gas and renewables growth is estimated at about 8,000 MW. Of this, 3,000 to power generation accounts for 50 per cent of TransAlta’s 4,000 MW will be needed by companies that currently expect EBITDA. Our energy marketing platform contracts with 11 TransAlta Corporation | 2014 Annual Report customers to provide a range of power and energy services. We strongly believe our strategy of protecting our ability This strategic diversity and optionality provide the backdrop to both grow and maintain an investment grade balance for our growth plan. It served us well in 2014 and will provide sheet will create long-term value for our shareholders. The a competitive advantage for the years ahead. financial and operational performance of the company in 2014 was as we planned and expected and our ability to Environmental Performance secure the South Hedland project for growth in 2017 was TransAlta has begun to transition our older coal plants a clear win. Our three-year plan between now and the to meet federal and provincial environmental regulations post-PPA environment is clear and transparent. Our team limiting the greenhouse gas (GHG) emission intensity of continues to be determined and committed to its delivery. coal plants. The coal transition will continue through 2029, when all coal plants except our Sheerness, Genessee 3 I would like to thank our Board of Directors for their sound and Keephills 3 operations are scheduled to close in their judgment and continued support. Their commitment to current capacity, as required under current regulations. ensuring we make the best decisions for the future of our Genessee 3 and Keephills 3 are two of Canada’s largest company and our shareholders is uncompromising. I would and cleanest coal-fired facilities and among the most also like to thank all of TransAlta’s employees for their advanced of their kind worldwide. contributions to our company’s success in 2014. I am proud of what they have accomplished in a very dynamic Strategic options during this transition may require us environment. They are focused and determined. Because to invest in plant life extensions and carbon capture and of their efforts, TransAlta is generating a strong, stable storage, or to convert baseload coal plants to low-cost cash flow that well supports its dividend to shareholders, peakers. We may also choose to shut down coal plants payments to debt holders and funds our growth prospects. and replace them with other forms of generation. Our goal is to meet the federal and provincial regulations Sincerely, with investments that will reduce GHG emissions and maintain cost competitiveness. Our customers and investors want both. Dawn L. Farrell President and CEO February 18, 2015 12 TransAlta Corporation | 2014 Annual Report Management’s Discussion and Analysis Table of Contents Non-IFRS Measures Forward-Looking Statements Highlights Business Environment Strategy and Capability to Deliver Results Significant 2014 Events and Subsequent Events Discussion of Segmented Comparable Results Other Consolidated Results Additional IFRS Measures Earnings and Other Measures on a Comparable Basis Financial Instruments 14 14 16 23 26 28 30 38 41 41 45 Liquidity and Capital Resources Unconsolidated Structured Entities or Arrangements Climate Change and the Environment 2015 Financial Outlook Risk Management Critical Accounting Policies and Estimates Current Accounting Changes Future Accounting Changes Fourth Quarter Selected Quarterly Information Disclosure Controls and Procedures 47 52 52 55 58 68 73 74 75 80 81 This Management’s Discussion and Analysis (“MD&A”) should be read in conjunction with our audited annual 2014 consolidated financial statements and our 2015 Annual Information Form for the year ended Dec. 31, 2014. Our consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) for Canadian publicly accountable enterprises as issued by the International Accounting Standards Boards (“IASB”) and in effect at Dec. 31, 2014. All dollar amounts in the following discussion, including the tables, are in millions of Canadian dollars unless otherwise noted. This MD&A is dated Feb. 18, 2015. Additional information respecting TransAlta Corporation (“TransAlta”, “we”, “our”, “us”, or the “Corporation”), including our Annual Information Form, is available on SEDAR at www.sedar.com, on EDGAR at www.sec.gov, and on our website at www.transalta.com. 13 TransAlta Corporation | 2014 Annual Report Management’s Discussion and Analysis Non-IFRS Measures We evaluate our performance and the performance of our business segments using a variety of measures. Certain of the financial measures discussed in this MD&A are not defined under IFRS and, therefore, should not be considered in isolation or as an alternative to or to be more meaningful than net earnings attributable to common shareholders or cash flow from operating activities, as determined in accordance with IFRS, when assessing our financial performance or liquidity. These measures may not be comparable to similar measures presented by other issuers and should not be considered in isolation or as a substitute for measures prepared in accordance with IFRS. See the Comparable Funds from Operations and Comparable Free Cash Flow, and Earnings and Other Measures on a Comparable Basis sections of this MD&A for additional information. Forward-Looking Statements This MD&A, the documents incorporated herein by reference, and other reports and filings made with securities regulatory authorities include forward-looking statements or information (collectively referred to herein as “forward-looking statements”) within the meaning of applicable securities legislation. All forward-looking statements are based on our beliefs as well as assumptions based on information available at the time the assumptions were made and on management’s experience and perception of historical trends, current conditions, and expected future developments, as well as other factors deemed appropriate in the circumstances. Forward-looking statements are not facts, but only predictions and generally can be identified by the use of statements that include phrases such as “may”, “will”, “believe”, “expect”, “anticipate”, “intend”, “plan”, “project”, “foresee”, “potential”, “enable”, “continue”, or other comparable terminology. These statements are not guarantees of our future performance and are subject to risks, uncertainties, and other important factors that could cause our actual performance to be materially different from that projected. In particular, this MD&A contains forward-looking statements pertaining to our business and anticipated future financial performance; our success in executing on our growth projects; the timing and the completion and commissioning of projects under development, including major projects such as the South Hedland Power Project, and their attendant costs; expectations regarding the Alberta Electric System Operator’s (“AESO”) plans for resolving regional constraints on Alberta’s transmission system; spending on growth and sustaining capital and productivity projects; expectations in terms of the cost of operations, capital spend, and maintenance, and the variability of those costs, including expectations about the cost savings anticipated from the major maintenance agreement entered into with Alstom; the impact of certain hedges on future reported earnings and cash flows; expectations related to future earnings and cash flow from operating and contracting activities (including estimates of 2015 comparable earnings before interest, taxes, depreciation, and amortization (“EBITDA”), comparable funds from operations (“FFO”), and comparable free cash flow); estimates of fuel supply and demand conditions and the costs of procuring fuel; expectations for demand for electricity in both the short term and long term, and the resulting impact on electricity prices; the impact of load growth, increased capacity, and natural gas costs on power prices; expectations in respect of generation availability, capacity, and production; expectations regarding the role different energy sources will play in meeting future energy needs; expected financing of our capital expenditures; expected governmental regulatory regimes and legislation and their expected impact on us and the timing of the implementation of such regimes and regulations, as well as the cost of complying with resulting regulations and laws; our trading strategies and the risk involved in these strategies; estimates of future tax rates, future tax expense, and the adequacy of tax provisions; accounting estimates; anticipated growth rates in our markets; our expectations regarding proceedings before the Alberta Utilities Commission (the “AUC”) as well as those relating to the outcome of existing or potential legal and contractual claims, regulatory investigations, and disputes; expectations regarding the renewal of collective bargaining agreements; expectations for the ability to access capital markets at reasonable terms; the estimated impact of changes in interest rates and the value of the Canadian dollar relative to the U.S. dollar and other currencies in locations where we do business; the monitoring of our exposure to liquidity risk; expectations in respect of the global economic environment and growing scrutiny by investors relating to sustainability performance; our credit practices; the estimated contribution of Energy Marketing activities to gross margin; and expectations relating to the performance of TransAlta Renewables Inc.’s (“TransAlta Renewables”) assets and plans for the sale of contracted assets to TransAlta Renewables. 14 TransAlta Corporation | 2014 Annual Report Management’s Discussion and Analysis Factors that may adversely impact our forward-looking statements include risks relating to: fluctuations in market prices and the availability of fuel supplies required to generate electricity; our ability to contract our generation for prices that will provide expected returns; the regulatory and political environments in the jurisdictions in which we operate; environmental requirements and changes in, or liabilities under, these requirements; changes in general economic conditions including interest rates; operational risks involving our facilities, including unplanned outages at such facilities; disruptions in the transmission and distribution of electricity; the effects of weather; disruptions in the source of fuels, water, or wind required to operate our facilities; natural or man-made disasters; the threat of domestic terrorism and cyberattacks; equipment failure and our ability to carry out or have completed the repairs in a cost-effective manner or timely manner; commodity risk management; industry risk and competition; fluctuations in the value of foreign currencies and foreign political risks; the need for additional financing; structural subordination of securities; counterparty credit risk; insurance coverage; our provision for income taxes; legal, regulatory, and contractual proceedings involving the Corporation; outcomes of investigations and disputes; reliance on key personnel; labour relations matters; development projects and acquisitions, including delays in the permitting and construction of the South Hedland Power Project and the construction of the Australia Natural Gas Pipeline; failure to proceed with plans for the sale of contracted assets to TransAlta Renewables as a result of failure to agree to commercial terms with the independent directors of TransAlta Renewables, adverse market conditions or failure to obtain any required regulatory, shareholder or other third party approvals; and the satisfactory receipt of applicable regulatory approvals for existing and proposed operations and growth initiatives. The foregoing risk factors, among others, are described in further detail in the Risk Management section of this MD&A and under the heading “Risk Factors” in our 2015 Annual Information Form. Readers are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on these forward-looking statements. The forward-looking statements included in this document are made only as of the date hereof and we do not undertake to publicly update these forward-looking statements to reflect new information, future events or otherwise, except as required by applicable laws. In light of these risks, uncertainties, and assumptions, the forward-looking events might occur to a different extent or at a different time than we have described, or might not occur. We cannot assure that projected results or events will be achieved. 15 TransAlta Corporation | 2014 Annual Report Management’s Discussion and Analysis Highlights Consolidated Highlights Year ended Dec. 31 Revenues Comparable EBITDA1 Net earnings (loss) attributable to common shareholders Comparable net earnings attributable to common shareholders1 Comparable funds from operations1 Cash flow from operating activities Comparable free cash flow1 Net earnings (loss) per share attributable to common shareholders, basic and diluted Comparable net earnings per share1 Comparable funds from operations per share1 Comparable free cash flow per share1 Dividends paid per common share As at Dec. 31 Total assets Total long-term liabilities 2014 2,623 1,036 141 68 762 796 295 0.52 0.25 2.79 1.08 0.83 2014 9,833 4,504 2013 2,292 1,023 (71) 81 729 765 295 2012 2,210 1,015 (615) 117 788 520 258 (0.27) (2.62) 0.50 3.35 1.10 1.16 0.31 2.76 1.12 1.16 20132 9,624 5,337 Financial Highlights • Comparable EBITDA totalled $1,036 million in 2014 compared to $1,023 million in 2013. Strong availability throughout our generation portfolio, improved operational performance at Canadian Coal, higher than planned margins delivered by our Energy Marketing Segment, and a robust hedging strategy offset the impact of much lower power prices in Alberta. Prices in Alberta averaged $49 per megawatt hour (“MWh”) in 2014, compared to $80 per MWh in 2013. Our strategy of having a highly contracted portfolio limited the impact of price fluctuations. • Comparable FFO for 2014 increased $33 million to $762 million as the FFO for 2013 excluded higher amounts of unrealized mark-to-market gains included in EBITDA. • Comparable net earnings attributable to common shareholders was $68 million ($0.25 per share) in 2014 compared to $81 million ($0.31 per share) in 2013. The decrease in 2014 was primarily due to lower ownership interest in TransAlta Renewables following the public offerings of TransAlta Renewables common shares. • Reported net earnings attributable to common shareholders was $141 million ($0.52 net earnings per share) in 2014, compared to a net loss of $71 million ($0.27 net loss per share) for 2013, and a net loss of $615 million ($2.62 net loss per share) in 2012. The increase in 2014 is attributable primarily to the change in value of certain de-designated and economic hedges in place at U.S. Coal, driven by decreases in future power prices at the end of the year, and the loss on assumption of pension obligations in 2013. The net earnings for 2013 also include a $56 million settlement of a claim relating to power trading activities in California in 2000 to 2001. Higher losses were recorded in 2012 due to the Sundance Units 1 and 2 return to service decision, as well as impairment at U.S. Coal. 1 These items are not defined under IFRS. Presenting these items from period to period provides management and investors with the ability to evaluate earnings and cash flow trends more readily in comparison with prior periods’ results. Refer to the Comparable Funds from Operations and Comparable Free Cash Flow, and Earnings and Other Measures on a Comparable Basis sections of this MD&A for further discussion of these items, including, where applicable, reconciliations to measures calculated in accordance with IFRS. 2 After giving effect to the reclassification described in the Current Accounting Changes section of this MD&A. 16 TransAlta Corporation | 2014 Annual Report Management’s Discussion and Analysis Strategic Initiative Highlights During the year we continued to make significant progress to grow our portfolio of highly contracted assets, improve our operating performance, and strengthen our financial condition through initiatives such as: • Permitted and commenced construction in January 2015 on a 150 megawatt (“MW”) combined cycle gas power station in South Hedland, Western Australia, which we will own and operate. The project is estimated to cost approximately AUD$570 million to build. The fully contracted power station is expected to be commissioned and delivering power to customers in the first half of 2017. • Significantly advanced construction with a joint venture partner of an AUD$178 million natural gas pipeline to our Solomon power station. We hold a 43 per cent interest in the joint venture. The project is on schedule and within budget, with expected commencement of commercial operations in the first quarter of 2015. • Strengthened our financial position by reducing our debt by approximately $500 million, before the effects of changes in foreign exchange rates, through the sale of non-strategic investments for proceeds of $205 million, an issuance of preferred shares for $165 million, and completion of a secondary offering of common shares of TransAlta Renewables for $136 million. We have also refinanced over $400 million of credit facilities and maturing long-term debt by way of a senior notes offering, due in 2017. • Entered into an agreement with Alstom to provide major maintenance for 10 major maintenance projects over the next three years at our Keephills and Sundance plants. The new arrangement is expected to deliver an average 15 per cent cost reduction per turnaround and shorter turnaround times for major maintenance work, resulting in estimated direct cost savings of $34 million over the full term of the agreement. • Resized the annualized common share dividend to $0.72 from $1.18 to align with our growth and financial objectives. • Continued execution of our hydro life extension plan, sustaining our advantage as the first hydro power producer in Alberta. Safety Safety is our top priority with all of our staff, contractors, and visitors. Our objective is to maintain our Injury Frequency Rate (“IFR”), which includes employees and contractors, at less than 1.00 for 2014. Our ultimate goal is to achieve zero injury incidents. We achieved our best results ever for safety performance in 2014. Year ended Dec. 31 IFR 2014 0.86 2013 0.93 2012 0.89 17 TransAlta Corporation | 2014 Annual Report Management’s Discussion and Analysis Operational Results Year ended Dec. 31 Availability (%)1 Adjusted availability (%)1,2 Production (GWh)1 Comparable EBITDA Generation Segment Canadian Coal U.S. Coal Gas Wind Hydro Total Generation Segment Energy Marketing Segment3 Corporate Segment Total comparable EBITDA 2014 89.7 90.5 2013 85.5 87.8 2012 88.4 90.0 45,002 42,482 38,750 386 62 309 177 85 1,019 76 (59) 1,036 309 66 327 180 147 1,029 61 (67) 1,023 373 148 312 151 127 1,111 (13) (83) 1,015 • Canadian Coal: Comparable EBITDA increased by $77 million to $386 million in 2014 compared to $309 million in 2013 and $373 million in 2012. The improvement is primarily driven by increased availability, from 80.9 per cent in 2013 to 88.6 per cent in 2014 and the reduction of coal costs. After assuming operations of the Highvale mine in 2013, we have reduced our annual coal costs by over $30 million year-over-year in 2014 through greater efficiency and productivity, and a reduction in the transition costs. Our contract profile in Alberta and our hedging strategy significantly mitigated the impact of lower prices in Alberta. Sundance Units 1 and 2, which returned to service in the second half of 2013, have been performing well with availability in excess of 90 per cent. • U.S. Coal: Comparable EBITDA decreased by $4 million to $62 million in 2014 as 2013 comparable EBITDA included favourable adjustments related to prior period costs and provisions. Margins otherwise increased as we further optimized real-time operations against the spot market, estimated marginal costs, and fixed-price contracts. The 2012 results included larger volumes of higher-priced hedges. • Gas: Comparable EBITDA decreased by $18 million to $309 million in 2014 compared to $327 million in 2013 and $312 million in 2012, primarily due to lower Alberta prices impacting our Poplar Creek facility and the effects of the new contract in Ottawa. Compared to 2012, 2013 benefitted from a full year of income from the Solomon power station that was acquired in August 2012. • Wind: Comparable EBITDA was $177 million in 2014 compared to $180 million in 2013 and $151 million in 2012. Increased production from our Wyoming wind facility acquired in December 2013 has mostly offset the effects of lower Alberta prices. In addition to higher prices, 2013 results also include incremental contribution from the New Richmond facility, which was commissioned in March 2013. • Hydro: Comparable EBITDA decreased by $62 million to $85 million in 2014 compared to 2013 due to the reduced potential to use the flexibility of our portfolio during periods of lower volatility. Comparable EBITDA in 2013 was $20 million higher than 2012 due to high prices and market volatility in Alberta. • Energy Marketing Segment: Comparable EBITDA in 2014 was $76 million, up $15 million from $61 million in 2013 due to our ability to capture arbitrage opportunities and optimize our energy marketing assets during extraordinarily volatile market conditions in the first and fourth quarters of 2014. The business has shifted its focus toward lower-risk revenue generation activities such as asset optimization, customer fee and margin-based growth, and arbitrage trading. • Corporate Segment: Corporate overhead costs decreased by $8 million in 2014 compared to 2013 due to a change in the way allocations are made within the organization. Reductions in corporate costs from a restructuring in 2012 have been sustained. 1 Availability includes assets under generation operations and finance leases and excludes Hydro assets and Equity Investments. Production includes all generating assets, irrespective of investment vehicle and fuel type. 2 Adjusted for economic dispatching at U.S. Coal. 3 The Segment changed its name from “Energy Trading” in 2014 following a shift in focus toward lower-risk revenue generation activities such as asset optimization, customer fee and margin-based growth, and arbitrage trading. 18 TransAlta Corporation | 2014 Annual Report Management’s Discussion and Analysis Availability and Production Our availability in 2014, after adjusting for economic dispatching at U.S. Coal, was 90.5 per cent (2013 – 87.8 per cent; 2012 – 90.0 per cent), which is higher than our long-term target of 88 to 90 per cent. Improvement in our availability for the year ended Dec. 31, 2014 was due to lower unplanned outages at Canadian Coal. Availability in 2013 was impacted by the Keephills Unit 1 force majeure outage, which was partially offset by lower planned outages at the Alberta coal Power Purchase Arrangement (“PPA”) facilities. Adjusted Availability (%) 2014 2013 2012 85.0 Production (GWh) 87.8 90.5 90.0 Production for the year ended Dec. 31, 2014 increased 2,520 gigawatt hours (“GWh”) compared to 2013, primarily due to a full year of contribution from Sundance Units 1 and 2, which returned to service in the second half of 2013, as well as the return to service of Keephills Unit 1, which was unavailable for seven months in 2013. 2014 2013 2012 35,000 45,002 42,482 38,750 For the year ended Dec. 31, 2013, production increased 3,732 GWh compared to 2012, primarily due to lower economic dispatching at U.S. Coal, Sundance Units 1 and 2 returning to service in the second half of 2013, lower planned outages at the Alberta coal PPA facilities, and higher PPA customer demand, partially offset by higher unplanned outages at the Alberta coal PPA facilities, primarily driven by the Keephills Unit 1 force majeure outage. Comparable Funds from Operations and Comparable Free Cash Flow Comparable funds from operations and comparable free cash flow provide investors with a proxy for the amount of cash generated from operating activities before changes in working capital, and provide the ability to evaluate cash flow trends more readily in comparison with results from prior periods. Comparable FFO per share and comparable free cash flow per share are calculated using the weighted average number of common shares outstanding during the year. Year ended Dec. 31 Cash flow from operating activities Change in non-cash operating working capital balances Cash flow from operations before changes in working capital Settlement of 2000 to 2001 California claim Impacts to working capital associated with Sundance Units 1 and 2 arbitration TAMA Transmission bid costs Other non-comparable items Comparable FFO Deduct: Sustaining capital Dividends paid on preferred shares Distributions paid to subsidiaries' non-controlling interests Comparable free cash flow Weighted average number of common shares outstanding in the year Comparable FFO per share Comparable free cash flow per share 2014 796 (73) 723 33 – 5 1 2013 765 (74) 691 27 – – 11 2012 520 56 576 – 204 – 8 762 729 788 (342) (41) (84) 295 273 2.79 1.08 (341) (38) (55) 295 264 2.76 1.12 (439) (32) (59) 258 235 3.35 1.10 19 TransAlta Corporation | 2014 Annual Report Management’s Discussion and Analysis A reconciliation of comparable EBITDA to comparable FFO is as follows: Year ended Dec. 31 Comparable EBITDA Unrealized losses (gains) from risk management activities Interest expense Provisions Current income tax expense Realized foreign exchange gain (loss) Decommissioning and restoration costs settled Restructuring charges paid (incurred) Impacts to revenue associated with Sundance Units 1 and 2 Impacts to working capital associated with Sundance Units 1 and 2 arbitration Sundance Units 1 and 2 return to service Gain on sale of collateral Flood-related maintenance costs Other non-cash items Comparable FFO 2014 1,036 4 (236) – (33) 11 (16) – – – – – – 2013 1,023 (27) (238) 11 (39) – (24) 8 – – – – 5 (4) 762 10 729 2012 1,015 27 (225) 11 (13) (4) (34) (8) 20 204 (211) 15 – (9) 788 For the year ended Dec. 31, 2014, comparable FFO increased $33 million to $762 million compared to 2013. The increase in FFO outpaced the increase in EBITDA, as last year’s EBITDA included $27 million of unrealized risk management gains. The current year’s FFO also includes $11 million in realized foreign exchange gains. Comparable FFO for the year ended Dec. 31, 2013 decreased $59 million to $729 million compared to 2012, primarily due to higher cash interest and cash taxes as well as differences in timing of cash proceeds associated with power hedges. Comparable free cash flow for 2014 was $295 million, which was the same as 2013, as the increase in comparable FFO was offset by distributions paid to TransAlta Renewables’ public shareholders and improved performance at TransAlta Cogeneration L.P. (“TA Cogen”). For the year ended Dec. 31, 2013, comparable free cash flow increased $37 million compared to 2012, to $295 million, due to lower sustaining capital, partially offset by lower comparable FFO. 20 TransAlta Corporation | 2014 Annual Report Management’s Discussion and Analysis Sustaining Capital We are in a long-cycle, capital-intensive business that requires significant capital expenditures. Our goal is to undertake sustaining capital that ensures our facilities operate reliably and safely over a long period of time. Our sustaining capital is comprised of: (i) routine capital, (ii) mine capital, (iii) planned major maintenance, and (iv) finance lease. Sustaining capital also includes capital required following the 2013 flood in Alberta, most of which is recoverable from third parties. Lost production as a result of planned major maintenance is as follows: Sustaining Capital ($ millions) 2014 2013 2012 Routine capital Mine capital Planned major maintenance Finance leases Flood-recovery capital 116 / 45 / 162 / 10 / 9 125 / 53 / 153 / 9 / 1 115 / 38 / 286 Year ended Dec. 31 GWh lost1 2014 1,519 2013 1,154 2012 2,387 In 2014, routine capital decreased compared to 2013 as a result of fewer unplanned outages during the year. The decrease in mine capital was primarily due to fewer mine support equipment purchases as mining intensity stabilized. Planned major maintenance costs increased primarily due to having five planned outages at Sundance Unit 5, Sundance Unit 6, Keephills Unit 2, U.S. Coal, and Genesee Unit 3 in 2014 compared to four in 2013 at Sundance Unit 4, Keephills Unit 3, U.S. Coal, and Sheerness. The increase in routine capital in 2013 compared to 2012 was primarily due to the stator replacement at Keephills Unit 1. Mine capital and finance leases increased as a result of the purchase of pre-stripping trucks and other equipment in 2013 in anticipation of production increases associated with the return to service of Sundance Units 1 and 2. Planned major maintenance decreased, as we carried an unusually large number of outages in 2012 in order to sustain greater efficiency in the following years. Financial Position We seek to maintain financial flexibility by using multiple sources of capital to finance our business plans, while maintaining a sufficient level of available liquidity to support contracting and trading activities. We are focused on strengthening our financial position and cash flow coverage ratios to support stable investment grade credit ratings. Strengthening our financial position allows our commercial team to contract our portfolio with a variety of counterparties on terms and prices that are favourable to our financial results, and provides us with better access to capital markets through commodity and credit cycles. During 2014, we took several steps to strengthen our financial position and reduce debt, raising over $900 million from divestitures, sale of non-controlling interests, sale of preferred shares, and debt refinancing. The methodologies and ratios used by rating agencies to assess our credit rating are not publicly disclosed. We have developed our own definitions of ratios and targets to manage our capital. These metrics and ratios are not defined under IFRS, and may not be comparable to those used by other entities or by rating agencies. During the year, we revised the way in which we calculate our ratios in order to align more closely with how we understand some credit rating agencies calculate them. The prior year figures have been restated to conform with the current year’s presentation. Comparable Funds from Operations before Interest to Adjusted Interest Coverage Year ended Dec. 31 Comparable FFO Add: Interest on debt net of interest income and capitalized interest Comparable FFO before interest Interest on debt net of interest income Add: 50 per cent of dividends paid on preferred shares Adjusted interest Comparable FFO before interest to adjusted interest coverage (times) 1 Lost production excludes periods of planned major maintenance at U.S. Coal, which occur during periods of economic dispatching. 2014 762 236 998 239 21 260 3.8 2013 729 238 967 240 19 259 3.7 2012 788 221 1,009 225 16 241 4.2 21 TransAlta Corporation | 2014 Annual Report Management’s Discussion and Analysis Comparable FFO before interest to adjusted interest coverage improved slightly compared to 2013 due to higher comparable FFO and lower debt levels. In 2013, comparable FFO before interest to adjusted interest coverage decreased compared to 2012, primarily due to lower comparable FFO and higher interest on debt. Our goal is to maintain this ratio in a range of four to five times. Adjusted Comparable Funds from Operations to Adjusted Net Debt Year ended Dec. 31 Comparable FFO Less: 50 per cent of dividends paid on preferred shares Adjusted comparable FFO 2014 762 (21) 741 2013 729 (19) 710 2012 788 (16) 772 Period-end long-term debt, including finance lease obligations 4,056 4,347 4,217 Add: 50 per cent of issued preferred shares Less: Cash and cash equivalents (excluding restricted cash) Fair value (asset) liability of hedging instruments on debt1 Adjusted net debt Adjusted comparable FFO to adjusted net debt (%) 471 (43) (96) 4,388 16.9 391 (42) (16) 4,680 15.2 391 (25) 50 4,633 16.7 Adjusted comparable FFO to adjusted net debt increased in 2014 compared to 2013, due to lower debt levels in 2014 and an increase in comparable FFO. In 2013, adjusted comparable FFO to adjusted net debt decreased compared to 2012, due to higher debt levels in 2013 and a decrease in comparable FFO. Our goal is to maintain this ratio in a range of 20 to 25 per cent. Adjusted Net Debt to Comparable EBITDA Year ended Dec. 31 Period-end long-term debt, including finance lease obligations Less: cash and cash equivalents Add: 50 per cent of issued preferred shares Fair value (asset) liability of hedging instruments on debt1 Adjusted net debt Comparable EBITDA Adjusted net debt to comparable EBITDA (times) 2014 4,056 (43) 471 (96) 4,388 1,036 4.2 2013 4,347 (42) 391 (16) 4,680 1,023 4.6 2012 4,217 (25) 391 50 4,633 1,015 4.6 Adjusted net debt to comparable EBITDA in 2014 improved compared to 2013, primarily due to a decrease in long-term debt. In 2013, adjusted net debt to comparable EBITDA was consistent with 2012. Our goal is to maintain this ratio in a range of three to four times. 1 Refer to Note 14 of our 2014 Notes to the Annual Financial Statements. 22 TransAlta Corporation | 2014 Annual Report Management’s Discussion and Analysis Business Environment Overview of our Business We are one of Canada’s largest publicly traded power generators with over 100 years of operating experience. We own, operate, and manage a highly contracted and geographically diversified portfolio of assets and use a broad range of generation fuels comprised of coal, natural gas, water, and wind. Our energy marketing operations maximize margins by securing and optimizing high value products and markets for ourselves and our customers in dynamic market conditions. The Generation Segment includes our power generation facilities and related mining operations in Canada, the U.S., and Australia. The full capacity of the facilities in which we have an ownership share is 9,898 MW1. At Dec. 31, 2014, our generating assets had 8,846 MW1 of gross generating capacity in operation. Generation revenues and overall profitability are derived from the availability and production of electricity and steam as well as ancillary services such as system support. Our renewable energy facilities can also derive income from the sale of environmental attributes. The majority of our capacity is located in Alberta and 66 per cent of it is subject to legislated Alberta PPAs, which were put in place in 2001 to facilitate the transition from regulated generation to the current energy market in the province. Alberta PPAs expire at the end of 2017 (Sundance Units 1 and 2) and the end of 2020 (Keephills Units 1 and 2, Sundance Units 3 to 6, Sheerness, and Hydro). We also provide power generation on a contract basis to regional utility and industrial customers in Ontario, Québec, New Brunswick, British Columbia, Alberta, Washington State, Wyoming State, and Western Australia. Some of our capacity in Alberta and the U.S. Pacific Northwest is not contracted and we sell power into merchant electricity markets. Further, our Alberta PPA coal plants pay penalties or receive payments for production below or above, respectively, targeted availability based upon a rolling 30-day average of spot prices. We can also retain proceeds from the sale of energy and ancillary services in excess of obligations on our Hydro Alberta PPAs. Our contractual arrangements also provide a limited degree of participation in Ontario’s electricity market. Our results are seasonal due to the nature of the electricity market and related fuel costs. Higher maintenance costs are usually incurred in the spring and fall when electricity prices are expected to be lower, as electricity prices generally increase in the peak winter and summer months in our main markets due to increased heating and cooling loads. Margins are also typically impacted in the second quarter due to the volume of hydro production resulting from spring runoff and rainfall in the Pacific Northwest market, which impacts production at U.S. Coal. Typically, hydro facilities generate most of their electricity and revenues during the spring months when melting snow starts feeding watersheds and rivers. Inversely, wind speeds are historically greater during the cold winter months and lower in the warm summer months. The Energy Marketing Segment derives revenue and earnings from the marketing and trading of electricity and other energy-related commodities and derivatives. Our energy marketing operations maximize margins by securing and optimizing high value products and markets for ourselves and our customers in dynamic market conditions. Energy Marketing sells our production through short-term and long-term contracts, ensures cost-effective and reliable fuel supply, and seeks to improve margins by optimizing our portfolio as market conditions change throughout the year. In addition to serving our assets, our marketing team actively markets energy products and services to energy producers and consumers. Our marketing commitments are backed by our own supply and through the acquisition of third-party supply and proprietary marketing assets, such as transmission, transportation, and storage rights. In the course of managing our portfolio, we actively seek to apply our knowledge of physical power and fuel markets to capture incremental arbitrage margins. All activities are managed within our core markets following strict compliance practices and we impose tight limits on our capital at risk and maintain strict position limits to ensure that our trading strategies meet our low risk tolerances. Our marketing activities use a variety of instruments to manage risk, earn margins, and gain market information. Our marketing strategies employ shorter-term physical and financial derivative instruments including forwards, swaps, futures, and options in various commodities in regions where we have assets and the markets that directly or indirectly interconnect with those regions. These contracts meet the definition of trading activities and have been accounted for at fair value under IFRS. Changes in the fair value of the portfolio are recognized in earnings in the period they occur. 1 We measure capacity as net maximum capacity (see Glossary of Key Terms for definition of this and other key terms), which is consistent with industry standards. Capacity figures represent capacity owned and in operation unless otherwise stated and reflects the basis of consolidation of underlying assets. 23 TransAlta Corporation | 2014 Annual Report Management’s Discussion and Analysis While our strategy is generally consistent between periods, positions held and resulting earnings impacts may vary due to current and forecasted external market conditions. Positions for each region are established based on the market conditions and the risk/reward ratio established for each trade at the time it is transacted. Results may therefore vary regionally or by strategy from one reported period to the next. Direct marketing of our own generation is reported in the Generation Segment results. All activities indirectly related to our assets and all other marketing activities are reported in the Energy Marketing Segment. Electricity Prices Spot electricity prices in our markets are driven by customer demand, generator supply, natural gas prices, weather, renewable resource availability, and other business environment dynamics. We monitor these trends in prices, and schedule planned maintenance of our generation portfolio, where possible, during times of lower prices. Average Spot Electricity Prices Alberta System Market Price1 Mid-Columbia Price2 Ontario Market Price1 33 32 32 19 25 23 49 80 64 Demand and supply balances are the fundamental drivers of prices for electricity. Underlying economic growth is the main driver of longer-term changes in the demand for electricity. Historically, demand for electricity in Alberta, the Pacific Northwest, and Ontario has grown at an average rate of one to three per cent per year. New supply will impact prices in the short term. We expect surplus supply in the Alberta market over the next three to five years to dampen prices. 1 Cdn$/MWh. 2 U.S.$/MWh. 2014 2012 2013 Renewable generation growth has been strong in all regions for the past several years. New supply in the near term and intermediate term is expected to come primarily from investment in renewable energy and natural gas-fired generation across most North American markets. This expectation is driven by the relatively low prices in the natural gas market combined with a continued expectation that greenhouse gas (“GHG”) legislation of some form is still expected in Canada and the U.S. While there are many new developments that will likely impact the future supply of electricity, the low cost of our baseload operations means that we expect that our plants will continue to be supported in the market. Alberta Alberta has seen annual average demand growth of about three per cent over the past three years. Investment in oil sands development is a key driver of electricity demand growth in the province. Recent weakness in oil prices is not expected to significantly reduce growth in the near term since many projects are already committed and under construction and will be increasing production despite lower market prices. Weaker oil prices may impact long-term growth prospects as many companies are reducing their capital programs. During 2014, reserve margins3 increased primarily as a result of coal capacity returning to service and increased capacity being commissioned. In 2014, Alberta added about 350 MW of wind capacity. Average spot prices decreased significantly compared to 2013, due to increased reserve margin. Electricity prices in 2013 were higher than 2012 due to tighter supply and demand conditions. In Alberta we expect to see higher reserve margins in 2015 based on additional capacity that is coming online during the year. Combined cycle and cogeneration projects at large oil sands developments are expected to be key sources of new generation supply within Alberta. We believe that continued and growing demand for electricity, including demand for renewable energy, and the potential of increasing amounts of intermittent renewable generation to require additional capacity, may provide an opportunity to increase our generation capacity. There are currently 1,434 MW of wind generation facilities in operation and projects totalling approximately 1,100 MW of capacity have received regulatory approval. In total, approximately 2,350 MW of wind generation is in the AESO interconnection queue. However, not all announced generation is expected to be built and some projects cannot be developed prior to transmission expansions. 3 Reserve margins measure available capacity in a market over and above the capacity needed to meet normal peak demand levels. Falling reserve margins indicate that generation capacity is becoming relatively scarce and results in increased power prices. 24 TransAlta Corporation | 2014 Annual Report Management’s Discussion and Analysis U.S. Pacific Northwest As a result of economic conditions, demand growth has been weak in recent years and in 2014 demand growth was relatively flat. Electricity demand is expected to increase by approximately one per cent per year, with potentially stronger growth being partially offset by a large emphasis on energy efficiency across the region. During 2014, reserve margins were relatively flat. The Pacific Northwest did not see large-scale wind additions in 2014. Average spot prices in 2014 were similar to 2013. Capacity additions are expected in 2015 as developers seek to take advantage of the wind production tax credit before it expires. The wind production credit expiration is expected to drive stronger wind builds in 2015 and 2016 than was seen in 2014, which is expected to constrain price growth in the market. Ontario In recent years, demand growth has been weak due to economic conditions. In 2014, demand growth was relatively flat and is expected to remain weak at below one per cent. During 2014, reserve margins were relatively flat, even though the increase in renewable capacity has increased supply in much of the year. Ontario added almost 1,500 MW of renewable capacity, including hydro and distributed solar. Average spot prices for the year ended Dec. 31, 2014 increased compared to 2013 primarily due to extreme cold weather across the entire northeast during the first quarter, which led to higher natural gas prices and increased demand. Prices in 2013 were higher than in 2012 due to higher natural gas prices, partially offset by an increase in supply as a result of nuclear generating plants returning to service. The reserve margin in the province is not expected to change materially until anticipated nuclear refurbishments take capacity offline around 2016. Ontario is expected to add renewable capacity in the next several years. There is currently 104 MW of wind in the commissioning stages and 479 MW of wind under construction. In addition, 1,651 MW of contracted wind is set to come online during the mid-2015 time frame, of which approximately 18 per cent has received notice to proceed approval from the Independent Electricity System Operator. Transmission Transmission refers to the bulk delivery system of power and energy between generating units and consumers. In the North American market, we believe investment in transmission capacity has not kept pace with the growth in demand for electricity. Lead times in new transmission infrastructure projects are significant, subject to extensive consultation processes with landowners, and subject to regulatory requirements that can change frequently. As a result, existing generation or additions of generating capacity may not have access to markets until key bulk transmission upgrades and additions are completed. Transmission costs in Alberta are forecast to double between 2011 and 2020, and transmission and distribution costs are expected to outweigh energy costs for residential consumers by 2020. This is driving large consumers towards behind-the-fence supply to avoid paying transmission costs and this may constrain growth in the Alberta market. We continue to monitor risks and opportunities associated with transmission on an ongoing basis. Environmental Legislation and Technologies All energy sources used to generate electricity have some impact on the environment. While we are pursuing a business strategy that includes investing in low-impact renewable energy resources such as wind and hydro, we also believe that coal and natural gas as fuels will continue to play an important role in meeting future energy needs. Regardless of the fuel type, we place significant importance on environmental compliance and continued environmental impact mitigation, while seeking to deliver low-cost electricity. In the jurisdictions in which we operate, legislators have proposed and enacted regulations to discontinue over time the use of the technologies that our coal-fueled plants currently utilize. Our thermal facilities can also incur costs in relation to their carbon emissions, depending on the jurisdiction in which the facility is located. Our contracted facilities can generally recover those costs from the customer. Conversely, our renewable generation facilities are generally able to realize value from their environmental attributes. We continue to closely monitor the progress and risks associated with environmental legislation changes on our future operations. Refer to the Climate Change and the Environment section of this MD&A for additional information on these matters. 25 TransAlta Corporation | 2014 Annual Report Management’s Discussion and Analysis Strategy and Capability to Deliver Results Our goals are to deliver shareholder value by delivering solid returns through a combination of dividend yield and disciplined growth in cash flow per share, while striving for a low to moderate risk profile over the long term, balancing capital allocation, and maintaining financial strength to allow for financial flexibility. Our comparable cash flow growth is driven by optimizing our existing assets and further expanding our overall portfolio and operations in Canada, the U.S., and Australia. We are focusing on these geographic areas as our expertise, scale, and diversified fuel mix allows us to create expansion opportunities in our core markets. Our strategy to achieve these goals has the following key elements: Growth Strategy Our growth strategy is to continue to diversify our asset base in our core markets with a focus on renewables and natural gas-fired generation. Our sponsored, majority-owned subsidiary, TransAlta Renewables, provides us with access to lower cost of capital for contracted asset opportunities. We believe that our significant U.S. tax attributes provide us with an advantage for acquisition opportunities in that country. Furthermore, we are focused on pursuing options for extending the life of our coal assets that are scheduled to retire in Alberta, investing in the Alberta power market, and ensuring that we replace our coal assets in the Pacific Northwest on their retirement. We maintain significant optionality within legislation to optimize cash flows across Canadian Coal units, convert coal units to gas fuel, or integrate newest carbon capture and storage technology in order to achieve these goals. We continue to selectively grow our diversified generating fleet to increase production and meet future demand requirements, with growth projects that have the ability to meet or exceed our targeted rate of return. During 2014, construction began on an AUD$178 million natural gas pipeline to our Solomon power station and we entered into agreements to build and operate a 150 MW combined cycle gas power station in South Hedland, Western Australia. The project is estimated to cost approximately AUD$570 million. During 2013, commercial operations began at our 68 MW New Richmond wind farm and we also completed the acquisition of a 144 MW wind farm in Wyoming. Partnerships are part of our growth strategy. We have developed a partnership, TAMA Power, with Berkshire Hathaway Energy to develop new gas-fired generation in Canada. In prior years, we have joined Capital Power Corporation in the development of Keephills Unit 3 and Genesee Unit 3, and we maintain a significant partnership with Cheung Kong Infrastructure for our subsidiary, TA Cogen. Financial Strategy We are focused on strengthening our financial position and maintaining our investment grade credit ratings to provide a solid foundation for our long-cycle, capital-intensive, and commodity-sensitive business. Strengthening our financial position and maintaining our investment grade credit ratings improve our competitiveness by providing greater access to capital markets, lowering our cost of capital, and enabling us to contract our assets with customers on more favourable commercial terms. We value financial flexibility, which allows us to selectively access the capital markets in either Canada or the U.S. when conditions are favourable. We manage our financial position and cash flows to maintain financial strength and flexibility throughout all economic cycles. This financial discipline will continue to be important during 2015. We continue to maintain $2.1 billion in committed credit facilities, and as of Dec. 31, 2014, $1.6 billion was available to us. Our financial strategy is focused on providing competitively priced capital to support growth while simultaneously strengthening our financial position in anticipation of the increased commodity exposure of the post-PPA period. In 2014, we took advantage of favourable capital markets by completing a secondary offering of TransAlta Renewables shares for gross proceeds of approximately $136 million, as well as an offering of U.S.$400 million of senior notes, due in June 2017, and an offering of preferred shares for gross proceeds of $165 million. We have also sold our investments in CE Generation LLC (“CE Gen”), Wailuku Holding Company, LLC (“Wailuku”), the Blackrock Development Project (“Blackrock”), and CalEnergy, LLC (“CalEnergy”) for total net proceeds of U.S.$193.5 million to better allocate this capital within our business. Looking forward, we expect continued capital market support for projects that meet our return requirements and risk profile. We also plan to continue to execute our strategy through the sale of contracted assets to our majority- owned subsidiary, TransAlta Renewables, to access a lower cost source of equity, and by issuing additional preferred shares. Our senior unsecured debt is rated as investment grade: BBB (stable), BBB- (stable), Baa3 (negative), and BBB- (stable); by DBRS, Standard and Poor’s (“S&P”), Moody’s Investors Services (“Moody’s”), and Fitch Ratings (“Fitch”), respectively. Our preferred shares are rated P-3 and Pfd-3 with S&P and DBRS, respectively.1 1 Credit ratings are intended to provide investors with an independent measure of credit quality of an issue of securities. The credit ratings accorded to our outstanding securities by DBRS, S&P, Moody’s, and Fitch, as applicable, are not recommendations to purchase, hold, or sell such securities inasmuch as such ratings do not comment as to market price or suitability for a particular investor. There is no assurance that the ratings will remain in effect for any given period or that a rating will not be revised or withdrawn entirely by DBRS, S&P, Moody’s or Fitch in the future if, in its judgment, circumstances so warrant. 26 TransAlta Corporation | 2014 Annual Report Management’s Discussion and Analysis Marketing Strategy On an aggregated portfolio basis, depending on market conditions, we target contracting up to 90 per cent of our expected production for the upcoming year through a combination of Alberta PPAs, long-term contracts with regulated utilities or power authorities, and short- and long-term contracts with small commercial to large industrial customers, supplemented with financial contracts where necessary. This strategy helps protect our cash flow and our financial position through economic cycles. In addition, we are focused on re-contracting our Ontario and Australia facilities where some contracts are set to expire in the 2016 to 2019 period. During 2013, we re-contracted approximately 835 MW of our facilities and investments, in some cases extending the lives of the assets. Currently, approximately 88 per cent of 2015 and approximately 81 per cent of 2016 expected capacity across our fleet has been contracted. In addition, we have started to leverage our marketing capability by offering products and services to third parties. We anticipate this activity can support sustainable gross margin growth for our Energy Marketing Segment in the coming years. Operational Strategy We manage our facilities to achieve stable and predictable operations that are comparatively low cost and balanced with our fleet availability target. We strive to optimize the availability of our plants throughout the year to meet demand. Our operations and marketing teams work together, in compliance with regional market rules, to optimize production in response to market conditions. However, the ability to meet demand is limited by the requirement to shut down for planned maintenance and by unplanned outages, as well as by reduced production from derates. Our goal is to minimize these events through regular assessments of our equipment and an ongoing review of our maintenance plans in order to balance our maintenance costs with optimal availability targets. Our long-term target is to increase productivity and maintain availability at 88 to 90 per cent. In 2014, our adjusted availability was 90.5 per cent, up from 87.8 in 2013 due to lower unplanned outages at Canadian Coal. Over the last three years, our average adjusted availability has been 89.4 per cent, which is in line with our corporate target. Our operations, maintenance, and administration (“OM&A”) costs reflect the cost of operating our facilities. These costs can fluctuate due to the timing and nature of planned and unplanned maintenance activities. The remainder of OM&A costs reflects the cost of day-to-day operations. Our target is to offset the impact of inflation in our recurring operating costs as much as possible through cost control and targeted productivity initiatives. In our Wind fleet, at some of our Gas facilities, and at the Canadian Coal plants we operate, we have established long-term service agreements with third-party suppliers to reduce these costs, as well as maintenance-related sustaining capital costs. We measure our ability to maintain productivity based on the Generation Segment’s comparable OM&A costs per produced MWh. Comparable generation OM&A costs per produced MWh have decreased by three per cent per year over the last three years due to greater efficiency following the return to service of Sundance Units 1 and 2. Further improvements were achieved as a result of reduced maintenance costs associated with lower unplanned outages and the implementation of initiatives to reduce contract labour, staff overtime work, and material usage. Comparable Generation OM&A ($/produced MWh) 2014 2013 2012 9.00 9.98 10.43 10.71 People Our experienced leadership team has a broad mix of skills in the electricity sector, including in relation to finance, law, government, regulation, engineering, operations, construction, risk management, and corporate governance. The leadership team’s experience and expertise, our employees’ knowledge and dedication to operational excellence, and our entire organization’s knowledge of the energy business, in our opinion, has resulted in a long-term proven track record of financial stability. 27 TransAlta Corporation | 2014 Annual Report Management’s Discussion and Analysis Significant 2014 Events and Subsequent Events South Hedland Power Project On July 28, 2014, we agreed to build, own, and operate a 150 MW combined cycle gas power station in South Hedland, Western Australia. The project is estimated to cost approximately AUD$570 million to build, including the cost of acquiring existing equipment from Horizon Power. The development has been fully contracted under 25-year Power Purchase Agreements with Horizon Power, a state-owned utility company, and The Pilbara Infrastructure Pty Ltd., a wholly owned subsidiary of Fortescue Metals Group (“FMG”), a mining company. The project may be expanded to accommodate additional customers at later dates. The power station will supply Horizon Power’s customers in the Pilbara region as well as FMG’s port operations. IHI Engineering Australia has been selected as the contractor to construct the power station. Relevant work and environmental permits have been received and construction commenced in January 2015. The power station is expected to be commissioned and delivering power to customers in the first half of 2017. Australia Natural Gas Pipeline On Jan. 15, 2014, we formed the Fortescue River Gas Pipeline Joint Venture to build, own, and operate an AUD$178 million, 270-kilometre natural gas pipeline from the Dampier to Bunbury Natural Gas Pipeline to our Solomon power station. Usage of the pipeline has been contracted to FMG to supply gas for the Solomon gas-fired facilities under a 20-year agreement. We hold a 43 per cent interest in the joint venture through a wholly owned subsidiary. The project is on schedule and within budget. Construction is being finalized and commercial operations are expected to begin in March 2015. In addition to our portion of the pipeline cost, AUD$14 million in plant retrofitting costs were incurred to allow the Solomon power station to burn gas instead of diesel, which will provide a return over time through increased lease payments. Full commissioning of the Solomon plant is expected to align with the start of the pipeline operations. Sundance Unit 7 During 2014, TAMA Power continued to develop plans to build an 856 MW, highly efficient gas-fired power plant, Sundance Unit 7, in an area adjacent to our Canadian Coal operations. TAMA Power has secured a contract for primary equipment and is in the final stage of negotiations for other equipment. TAMA Power is also finalizing an arrangement with an engineering, procurement, and construction contractor. On Dec. 11, 2014, the AUC announced a public hearing, to proceed in 2015, on the proposed facility. TAMA Power expects to receive approval from the AUC in the first half of 2015. Sale of Preferred Shares On Aug. 15, 2014, we completed a public offering of 6.6 million Series G 5.3 per cent Cumulative Redeemable Rate Reset First Preferred Shares, resulting in gross proceeds of $165 million. The net proceeds from the offering were used for general corporate purposes, including repaying borrowings under existing credit facilities and funding 2015 debt maturities. Sale of CE Gen, Blackrock, CalEnergy, and Wailuku We completed the sale of our 50 per cent interest in CE Gen, Blackrock, and CalEnergy on June 12, 2014, and the sale of our 50 per cent interest in the Wailuku facility on Nov. 25, 2014, for total gross proceeds of U.S.$205.5 million. The net proceeds were U.S.$193.5 million, after consideration of an equity contribution that we made to CE Gen in May 2014. No significant gains or losses resulted from the sales. Proceeds have been used to repay amounts outstanding on our credit facilities. Secondary Offering of TransAlta Renewables Shares On April 29, 2014, we completed a secondary offering of 11,950,000 common shares of TransAlta Renewables at a price of $11.40 per common share. As a result of the offering, we received gross proceeds of approximately $136 million (net proceeds of approximately $129 million after issuance costs). The net proceeds from the offering were used to reduce indebtedness. Following completion of the offering, we own approximately 70.3 per cent of the common shares of TransAlta Renewables. Senior Notes Offering On June 3, 2014, we completed an offering of U.S.$400 million of senior notes, due in June 2017, that carry a coupon rate of 1.90 per cent, payable semi-annually, at an issue price equal to 99.887 per cent of the principal amount of the notes. The net proceeds from the offering were used for general corporate purposes, including repaying borrowings under existing credit facilities and funding 2015 debt maturities. 28 TransAlta Corporation | 2014 Annual Report Management’s Discussion and Analysis Issuance of Bonds On Feb. 11, 2015, the Corporation and its partner issued bonds secured by their jointly owned Pingston facility. Our share of gross proceeds was $45 million. The bonds bear interest at the annual fixed interest rate of 2.95 per cent, payable semi-annually with no principal repayments until maturity in May 2023. Proceeds were used to repay the $35 million secured debenture bearing interest at 5.28 per cent. Excess proceeds, net of transaction costs, are to be used for general corporate purposes. Major Maintenance Agreement On Nov. 14, 2014, we entered into an agreement with Alstom to provide major maintenance for our Canadian Coal facilities. The agreement relates to 10 major maintenance projects over the next three years at our Keephills and Sundance plants. It also expands Alstom’s current scope of work to service critical power assets, including boilers, steam turbines, generators, and other plant equipment. Alstom will be accountable for providing its services on budget and on time with a guarantee on performance. The new arrangement is expected to deliver an average 15 per cent cost reduction per turnaround and shorter turnaround times for major maintenance work, resulting in estimated direct cost savings of $34 million over the full term of the agreement. Restructuring of Canadian Coal On Jan. 14, 2015, we initiated a significant cost reduction initiative at our Canadian Coal operations to run a stronger and more competitive business. The restructuring results in the elimination of positions, providing anticipated full year annual savings of approximately $12 million. Costs associated with the initiative are expected to total $10 million. Board of Directors Appointments During the third quarter of 2014, we announced that Mr. P. Thomas Jenkins, OC, CD and Mr. John. P. Dielwart had been appointed to our Board of Directors (the “Board”), effective Sept. 1 and Oct. 1, 2014, respectively. The appointments are the result of our ongoing process of evaluating the skills and composition of the Board, planning for succession, and aligning the skills of the Board with the strategic direction of the Corporation. Executive Leadership Team Appointments On March 18, 2014, we announced three senior leadership appointments that will enhance our objectives of operational excellence from the base business and growth. Brett Gellner was appointed to the role of Chief Investment Officer, responsible for leading all growth aspects of the Corporation. Donald Tremblay joined TransAlta as Chief Financial Officer, effective March 31, 2014, and on July 3, 2014, Wayne Collins joined TransAlta as Executive Vice President, Coal and Mining Operations. California Claim On May 30, 2014, we announced that our settlement with California utilities, the California Attorney General, and certain other parties (the “California Parties”) to resolve claims related to the 2000-2001 power crisis in the State of California had been approved by the U.S. Federal Energy Regulatory Commission. The settlement provides for the payment by us of U.S.$52 million in two equal payments and a credit of approximately U.S.$97 million for monies owed to us from accounts receivable. The first payment of U.S.$26 million was paid in June 2014 and the second is expected to be made in 2015. During the fourth quarter of 2013, the Corporation accrued for the then expected settlement of these disputes with the California Parties, which resulted in a pre-tax charge to earnings of approximately $56 million. An additional pre-tax charge to 2014 second quarter earnings of $5 million arose as a result of the final settlement. Proceedings before the Alberta Utilities Commission On March 21, 2014, the Alberta Market Surveillance Administrator (the “MSA”) filed an application with the AUC alleging, among other things, that TransAlta manipulated the price of electricity in the Province of Alberta when it took outages at certain of its coal-fired generating units in late 2010 and early 2011. TransAlta has denied the MSA’s allegations in their entirety. An oral hearing before the AUC took place in December 2014. The next phase of the hearing, consisting of a written argument, is currently under way and will be completed by the end of February 2015. The AUC’s decision on this matter is expected within 90 days after the written argument has completed. Presently, the outcome is not determinable. Fort McMurray Transmission Project During 2014, our strategic partnership with MidAmerican Transmission, TAMA Transmission LP (“TAMA Transmission”), qualified to bid to design, build, and operate the Fort McMurray West 500 kilovolt transmission project. In December 2014, after completing its review of all bid submissions, the AESO notified TAMA Transmission that the contract had been awarded to a competitor. 29 TransAlta Corporation | 2014 Annual Report Management’s Discussion and Analysis Discussion of Segmented Comparable Results We have three business segments: Generation, Energy Marketing, and Corporate. Comparable figures are not defined under IFRS. Refer to the Earnings and Other Measures on a Comparable Basis section of this MD&A for further discussion of these items, including, where applicable, reconciliations to net earnings attributable to common shareholders. Generation For this MD&A, we have further split what is reported as our Generation business segment into the various fuel types to provide additional information to our readers. Coal: TransAlta owns and operates coal-fired facilities and related mining operations in Canada and the U.S. Coal revenues and overall profitability are derived from the plant availability and production of electricity. Electricity sales generated by our commercial and industrial group in Alberta are assumed to be sourced from our Canadian Coal production within the Generation Segment. 2014 88.6 21,748 3,806 25,554 3,771 1,023 436 587 199 12 (1) (9) 386 292 – 94 56 45 10 100 211 2013 80.9 17,789 3,779 21,568 3,771 2012 85.7 16,924 3,341 20,265 3,211 916 393 523 205 11 (2) – 309 292 – 17 69 65 9 94 237 913 342 571 198 10 (10) – 373 268 (20) 125 59 38 – 219 316 Canadian Coal Year ended Dec. 31 Availability (%) Contract production (GWh) Merchant production (GWh) Total production (GWh) Gross installed capacity (MW) Revenues Fuel and purchased power Comparable gross margin Operations, maintenance, and administration Taxes, other than income taxes Gain on sale of assets Net other operating income Comparable EBITDA Depreciation and amortization Other1 Comparable operating income Sustaining capital: Routine capital Mining capital Finance leases Planned major maintenance Total 1 Impacts to revenue associated with Sundance Units 1 and 2. 30 TransAlta Corporation | 2014 Annual Report Management’s Discussion and Analysis 2014 Production for the year ended Dec. 31, 2014 increased 3,986 GWh compared to 2013. Production for 2013 was impacted by a seven- month outage at our Keephills Unit 1 facility and the return to service of Sundance Units 1 and 2 in September and October, respectively. For the year ended Dec. 31, 2014, comparable gross margin increased by $64 million compared to 2013, primarily as a result of lower unplanned outages, lower unit coal costs, and contract price escalations. Lower prices in Alberta in 2014 compared to 2013 decreased incentive payments received for generation in excess of PPA targets, offsetting some of the gain in reliability. We were able to achieve the reduction in coal costs after we took over operations at the Highvale mine in 2013. OM&A for the year ended Dec. 31, 2014 decreased despite much higher operating capacity with Sundance Units 1 and 2 returning to service. We achieved a reduction in OM&A as a result of reduced maintenance costs associated with lower unplanned outages and the implementation of initiatives to reduce contract labour, staff overtime work, and material usage. Other operating income resulted from the settlement of a dispute with a supplier in relation to an equipment failure in prior years. Depreciation and amortization for the year ended Dec. 31, 2014 was consistent compared to 2013. The increase in depreciation and amortization that resulted from an increased asset base, primarily related to Sundance Units 1 and 2 returning to service, was offset by fewer asset retirements during the year and the life extension of certain components. For the year ended Dec. 31, 2014, sustaining capital returned to a more normal level and decreased $26 million compared to 2013. Sustaining capital in 2013 was higher as a result of the Keephills Unit 1 force majeure and investments to increase mining intensity. 2013 Production for the year ended Dec. 31, 2013 increased 1,303 GWh compared to 2012 due to Sundance Units 1 and 2 returning to service, lower planned outages at the Alberta coal PPA facilities, lower market curtailments, and higher PPA customer demand, partially offset by higher unplanned outages at the Alberta coal PPA facilities, primarily driven by the Keephills Unit 1 force majeure outage. For the year ended Dec. 31, 2013, comparable EBITDA decreased by $64 million compared to 2012 due to lower realized prices, higher penalties, higher coal costs, and higher unplanned outages at the Alberta coal PPA facilities, partially offset by lower planned outages at the Alberta coal PPA facilities and lower market curtailments. Coal costs increased as a result of an increased asset base from the mine transition and the normal advancement of the mine. Depreciation and amortization for the year ended Dec. 31, 2013 increased by $24 million compared to 2012 due to an increased asset base and an increase in mine depreciation, partially offset by a decrease in asset retirements and the effect of the change of the economic useful lives of certain plants during 2012. For the year ended Dec. 31, 2013, the decrease in sustaining capital compared to 2012 is mainly due to the lower number of planned outages, offset by higher mining equipment purchases. 31 TransAlta Corporation | 2014 Annual Report Management’s Discussion and Analysis U.S. Coal Year ended Dec. 31 Availability (%) Adjusted availability (%)1 Production (GWh) Gross installed capacity (MW) Revenues Fuel and purchased power Comparable gross margin Operations, maintenance, and administration Taxes, other than income taxes Gain on sale of assets Comparable EBITDA Depreciation and amortization Comparable operating income Sustaining capital: Routine capital Planned major maintenance Total 2014 82.8 87.7 6,684 1,340 368 251 117 52 3 – 62 54 8 2 10 12 2013 78.3 91.9 6,711 1,340 346 227 119 49 4 – 66 56 10 6 10 16 2012 81.8 90.8 3,736 1,340 368 169 199 46 6 (1) 148 66 82 10 22 32 2014 Production was stable in 2014 compared to 2013, as higher unplanned outages at U.S. Coal were offset by lower economic dispatching as certain months during the period had higher prices which made production more economic. In periods of low market prices, such as during spring runoff, it can be more economic for us to not produce power at U.S. Coal and purchase power in the market to satisfy our contractual obligations. Comparable EBITDA decreased $4 million in 2014, as 2013 comparable EBITDA included the favourable effects of adjustments to commercial arrangements recognized in prior periods. The effect of prior year adjustments was partially offset by increased optimization margins earned, as we were able to capitalize on high market volatility early in the year. Our marketing and operations teams took advantage of this volatility by generating more power during periods of higher prices or reducing production and supplying from cheaper sources during periods of low prices to satisfy contracted sales. In December 2014, we started supplying 280 MW under a long-term contract with Puget Sound Energy. The contract volumes escalate to 380 MW in December 2016. Hedge accounting was applied to this contract, with changes in value recorded in other comprehensive income (“OCI”). Hedge accounting could not be applied to certain other contracts, and accordingly, the mark-to-market on these contracts impacted reported earnings. The impacts of these mark-to-market fluctuations have been removed from revenues to arrive at comparable results, which reflect the economic nature of these contracts. For the year ended Dec. 31, 2014, sustaining capital decreased by $4 million compared to 2013 primarily due to general equipment repair and replacement. 2013 Production for the year ended Dec. 31, 2013 increased 2,975 GWh compared to 2012 due to lower economic dispatching at U.S. Coal, driven by improving market conditions, partially offset by higher planned outages at U.S. Coal. For the year ended Dec. 31, 2013, comparable EBITDA decreased by $82 million compared to 2012 due to contracts expiring and lower spot prices, partially offset by favourable coal pricing. Depreciation and amortization for the year ended Dec. 31, 2013 decreased by $10 million compared to 2012 due to the impact of a lower asset base as a result of asset impairments. For the year ended Dec. 31, 2013, the decrease in sustaining capital compared to 2012 is mainly due to the lower expenditures on planned outages. 1 Adjusted for economic dispatching. 32 TransAlta Corporation | 2014 Annual Report Management’s Discussion and Analysis Gas: TransAlta owns and operates natural gas-fired facilities in Canada and Australia. Gas revenues and overall profitability are derived from the availability and production of electricity and steam. Comparable results, availability, production, and capacity include assets under finance leases. Year ended Dec. 31 Availability (%) Production (GWh) Gross installed capacity (MW) Revenues Fuel and purchased power Comparable gross margin Operations, maintenance, and administration Taxes, other than income taxes Gain on sale of assets Net other operating income Comparable EBITDA Depreciation and amortization Comparable operating income Sustaining capital: Routine capital Planned major maintenance Total 2014 94.0 7,390 1,531 744 326 418 105 4 – – 309 114 195 24 39 63 2013 94.5 7,854 1,779 683 252 431 102 3 – (1) 327 108 219 17 41 58 2012 93.6 8,230 1,731 626 226 400 87 4 (3) – 312 112 200 13 36 49 2014 Production for the year ended Dec. 31, 2014 decreased 464 GWh compared to 2013 due to the reduced requirement to run our Ottawa facility under the terms of its new capacity-based contract. The new contract is consistent with our contracting strategy and its 20-year duration supports continued investment in the facility. Comparable EBITDA for the year ended Dec. 31, 2014 decreased by $18 million compared to 2013, primarily due to the impact of lower Alberta prices on our merchant capacity in the province and the reduced contribution from our Ottawa facility under the terms of the new contract. These decreases in comparable EBITDA were partially offset by the benefits achieved through resale of higher priced excess gas during unplanned outages in 2014. The current year results include an $8 million unrealized loss on forward purchase and physical gas volumes in Ontario, which is offset by unrealized gains of the same amount in the Energy Marketing Segment. For the year ended Dec. 31, 2014, sustaining capital increased by $5 million compared to 2013 mainly due to compressor repairs at Mississauga. 2013 Production for the year ended Dec. 31, 2013 decreased 376 GWh compared to 2012 due to higher contract and market curtailments at our Ottawa and Sarnia facilities, partially offset by lower unplanned outages at our Sarnia facility. For the year ended Dec. 31, 2013, comparable EBITDA increased by $15 million compared to 2012 due to a full year of income from the Solomon power station that was acquired in August 2012, partially offset by higher OM&A costs resulting from higher routine maintenance. Depreciation and amortization for the year ended Dec. 31, 2013 decreased by $4 million compared to 2012 due to a decrease in asset retirements and favourable changes in foreign exchange rates. 33 TransAlta Corporation | 2014 Annual Report Management’s Discussion and Analysis Renewables: TransAlta owns and operates hydro and wind facilities in Canada and the U.S. Renewables revenues and overall profitability are derived from the availability of water and wind resources and the production of electricity, sale of environmental attributes, as well as ancillary services such as system support. Wind Year ended Dec. 31 Availability (%) Production (GWh) Gross installed capacity (MW) Revenues Fuel and purchased power Comparable gross margin Operations, maintenance, and administration Taxes, other than income taxes Comparable EBITDA Depreciation and amortization Comparable operating income Sustaining capital: Routine capital Planned major maintenance Total 2014 94.6 3,175 1,291 247 14 233 50 6 177 88 89 2 10 12 2013 93.8 2,709 1,289 237 13 224 39 5 180 79 101 3 6 9 2012 95.6 2,583 1,145 207 12 195 39 5 151 72 79 2 2 4 2014 Production for the year ended Dec. 31, 2014 increased 466 GWh compared to 2013, primarily due to the contribution from a full year of operations at Wyoming wind and New Richmond and higher wind volumes in Eastern Canada. For the year ended Dec. 31, 2014, comparable EBITDA decreased by $3 million compared to 2013. Lower prices in Alberta in 2014 compared to 2013 more than offset the contribution of new wind projects commissioned or acquired in 2013. Depreciation and amortization for the year ended Dec. 31, 2014 increased by $9 million compared to 2013, primarily due to the higher asset base associated with recently added facilities. For the year ended Dec. 31, 2014, sustaining capital increased by $3 million compared to 2013 mainly due to an increase in planned major maintenance activities as a result of an outage at Le Nordais. All units at Le Nordais are now in operation. 2013 Production for the year ended Dec. 31, 2013 increased 126 GWh compared to 2012 due to the commencement of commercial operations at New Richmond. For the year ended Dec. 31, 2013, comparable EBITDA increased by $29 million compared to 2012 due to the commencement of commercial operations at New Richmond and higher Alberta merchant prices. Depreciation and amortization for the year ended Dec. 31, 2013 increased by $7 million compared to 2012 due to the commencement of operations at New Richmond. 34 TransAlta Corporation | 2014 Annual Report Hydro Year ended Dec. 31 Production (GWh) Gross installed capacity (MW) Revenues Fuel and purchased power Comparable gross margin Operations, maintenance, and administration Taxes, other than income taxes Net other operating income Comparable EBITDA Depreciation and amortization Comparable operating income Sustaining capital: Routine capital Planned major maintenance Total before flood-recovery capital Flood-recovery capital Total Management’s Discussion and Analysis 2014 1,885 2013 2,085 2012 2,356 913 131 9 122 40 3 (6) 85 24 61 9 3 12 9 21 913 181 5 176 32 3 (6) 147 25 122 8 5 13 1 14 913 164 7 157 28 2 – 127 29 98 7 7 14 – 14 2014 Production for the year ended Dec. 31, 2014 decreased 200 GWh compared to 2013 due to lower water resource in Western Canada and optimization of storage capacity to capture highest prices. Comparable EBITDA decreased by $62 million in 2014 compared to 2013, primarily as a result of lower prices and low price volatility in Alberta, which limited our ability to take advantage of our flexibility to produce electricity during higher priced hours. Net other operating income relates to business interruption insurance proceeds paid in respect of prior period events. For the year ended Dec. 31, 2014, sustaining capital increased by $7 million compared to 2013, mainly due to flood-recovery capital. These expenditures were mostly recovered through insurance proceeds recognized in net earnings in 2014, as non-comparable items. 2013 Production for the year ended Dec. 31, 2013 decreased 271 GWh compared to 2012 due to lower water resource. For the year ended Dec. 31, 2013, comparable EBITDA increased by $20 million compared to 2012 due to favourable prices, partially offset by lower water resource. Depreciation and amortization for the year ended Dec. 31, 2013 decreased by $4 million compared to 2012 due to a change in the useful lives of the Hydro assets during 2013. 35 TransAlta Corporation | 2014 Annual Report Management’s Discussion and Analysis Equity Investments As outlined in the Significant 2014 Events and Subsequent Events section of this MD&A, we completed the sale of our interests in CE Gen and CalEnergy in June 2014 and Wailuku in November 2014. The equity method was used to account for the results of the CE Gen, CalEnergy, and Wailuku joint ventures for the months of January and February 2014, but ceased effective March 1, 2014 with classification of these investments as assets held for sale in compliance with IFRS requirements. There were no earnings from Equity Investments during the two-month period (2013 annual – loss of $10 million, 2012 annual – loss of $15 million). The table below summarizes key operational information adjusted to reflect our interest in these investments: Availability (%) Production (GWh): Gas Renewables Total production Two months ended Feb. 28, 2014 Year ended Dec. 31, 2013 Year ended Dec. 31, 2012 97.1 127 187 314 91.2 94.2 385 1,170 1,555 380 1,200 1,580 Energy Marketing The results of the Energy Marketing Segment, with all trading results presented on a net revenue basis, are as follows: Year ended Dec. 31 Revenues and comparable gross margin Operations, maintenance, and administration Comparable EBITDA Depreciation and amortization Comparable operating income (loss) 2014 108 32 76 – 76 2013 79 18 61 1 60 2012 3 16 (13) – (13) 2014 For the year ended Dec. 31, 2014, Energy Marketing comparable EBITDA increased by $15 million compared to 2013 due to extreme weather events that caused unprecedented gas and power commodity price volatility in eastern markets during the first and fourth quarters of 2014, which positively impacted our ability to optimize our portfolio of generation, transportation, transmission, and storage assets. We also capitalized on low risk arbitrage opportunities brought about by the extreme market volatility. As noted in the Gas subsection earlier, an offsetting gain has also been recorded in this segment against Gas generation losses. The increase was partially offset by higher corporate cost allocations and higher performance-based compensation costs driven by the strong results. 2013 For the year ended Dec. 31, 2013, Energy Marketing comparable EBITDA increased by $74 million compared to 2012 due to strong trading performance across all markets and prudent management of risk. The increase is attributable to successful trading strategies involving regional power demand and price differentials across all markets. 36 TransAlta Corporation | 2014 Annual Report Management’s Discussion and Analysis Corporate Our Generation and Energy Marketing segments are supported by a Corporate group that provides finance, tax, treasury, legal, regulatory, environmental, procurement, health and safety, sustainable development, corporate communications, government and investor relations, information technology, risk management, human resources, aboriginal relations, internal audit, and other administrative support. The expenses incurred by the Corporate Segment are as follows: Year ended Dec. 31 Operations, maintenance, and administration and taxes other than income taxes Depreciation and amortization Comparable operating loss Sustaining capital: Routine capital 2014 (59) 26 (85) 2013 (67) 23 (90) 2012 (83) 20 (103) 23 22 24 2014 For the year ended Dec. 31, 2014, OM&A expense decreased by $8 million compared to 2013, primarily due to a change in the way in which certain overhead cost allocations are made within the organization, partially offset by higher incentive compensation. 2013 For the year ended Dec. 31, 2013, OM&A expense decreased by $16 million compared to 2012, primarily due to lower compensation costs as a result of restructuring in the fourth quarter of 2012, a continued focus on managing costs, and lower costs as a result of the way in which certain overhead cost allocations are made within the organization. These changes in methodologies primarily arose as a result of our 2012 realignment of resources and more clear focus between base operations and growth. 37 TransAlta Corporation | 2014 Annual Report Management’s Discussion and Analysis Other Consolidated Results Asset Impairment Charges and Reversals All impairment charges and reversals are reported in the Generation Segment. Impairment charges can be reversed in future periods if the forecasted cash flows of the impacted plants improve. 2014 U.S. Coal As at Nov. 30, 2014, we identified the decrease in projected growth in Mid-Columbia power prices as an indicator that the U.S. Coal cash-generating unit (“CGU”) could be impaired. The U.S. Coal CGU’s carrying amount at that date, net of associated long-term liabilities, was $372 million. We estimated the fair value less costs of disposal of the CGU, utilizing our long-range forecast, and the following key assumptions: Mid-Columbia annual average power prices On-highway diesel fuel on coal shipments Discount rates U.S.$31.00 to 52.00 per MWh U.S.$3.06 to 3.37 per gallon 5.1 to 6.2 per cent The valuation is subject to measurement uncertainty based on those assumptions, and on inputs to our long-range forecast, including changes to fuel costs, operating costs, capital expenses and the level of contractedness under the Memorandum of Agreement (“MoA”) for coal transition established with the State of Washington. The valuation period extended to the assumed decommissioning of the asset, after its projected cessation of operation in its current form in 2025. Fair value less costs of disposal of the CGU was estimated to approximate its carrying amount, and accordingly, no impairment charge was recorded. Any adverse change in assumptions, in isolation, would have resulted in an impairment charge being recorded. We continue to manage risks associated with the CGU through optimization of our operating activities and capital plan. Centralia Gas During 2014, we sold to external counterparties and transferred to other owned facilities for productive use, assets of the Centralia gas facility, which had been fully impaired and had remained idled since 2010. As a result of the transactions, we recognized impairment reversals of $5 million, and the plant’s generating capacity has been removed from total TransAlta owned capacity. 2013 Alberta Merchant As part of the annual impairment review and assessment process in 2013, the Corporation’s Alberta plants with significant merchant capacity were considered one cash-generating unit (the “Alberta Merchant CGU”). While no impairment losses were recognized in 2013 for the Alberta Merchant CGU, total pre-tax impairment losses of $23 million that were recognized previously on renewables plants that became part of the Alberta Merchant CGU were reversed. Please refer to Note 6 of our audited consolidated financial statements within this Annual Report for additional information. Renewables We recognized a total pre-tax impairment charge of $4 million related to three contracted Hydro assets. The assets were impaired primarily due to an increase in future capital and operating expenses that resulted from the completion of condition assessments. 38 TransAlta Corporation | 2014 Annual Report Net Interest Expense The components of net interest expense are shown below: Year ended Dec. 31 Interest on debt Interest income Capitalized interest Ineffectiveness on hedges Interest on finance lease obligations Accretion of provisions Net interest expense Management’s Discussion and Analysis 2014 238 – (3) – 1 18 254 2013 240 – (2) – – 18 256 2012 227 (2) (4) 4 – 17 242 For the year ended Dec. 31, 2014, net interest expense decreased compared to 2013, primarily due to the approximate $500 million reduction in debt during the year and lower interest rates on debt that was refinanced. Higher interest expense due to strengthening of the U.S. dollar has partially offset these decreases. In 2013, net interest expense increased compared to 2012, primarily due to higher debt levels, unfavourable changes in foreign exchange rates, and higher interest rates, partially offset by lower ineffectiveness on hedges. Income Taxes Our income tax rates and tax expense are based on the earnings generated in each jurisdiction in which we operate and any permanent differences between how pre-tax income is calculated for accounting and tax purposes. If there is a timing difference between when an expense or revenue item is recognized for accounting and tax purposes, these differences result in deferred income tax assets or liabilities and are measured using the income tax rate expected to be in effect when these temporary differences reverse. The impact of any changes in future income tax rates on deferred income tax assets or liabilities is recognized in earnings in the period the new rates are enacted. 39 TransAlta Corporation | 2014 Annual Report Management’s Discussion and Analysis A reconciliation of income taxes and effective tax rates on earnings, excluding non-comparable items, is presented below: Year ended Dec. 31 Earnings (loss) before income taxes Income attributable to non-controlling interests Equity loss Impacts associated with certain de-designated and economic hedges Asset impairment charges (reversals) Restructuring provision (reversal) Gain on sale of assets Gain on sale of collateral Foreign exchange loss on California claim Flood-related maintenance costs, net of insurance recovery TAMA Transmission bid costs Net other operating losses Comparable earnings attributable to TransAlta shareholders subject to tax Comparable income tax expense adjustments: Income tax (expense) recovery related to impacts associated with certain de-designated and economic hedges Income tax expense related to asset impairment charges and reversals Income tax (expense) recovery related to restructuring provision Income tax (expense) recovery related to gain on sale of assets Income tax recovery related to divestiture of investment Income tax expense related to (gain on sale of) reserve on collateral Income tax (expense) recovery related to writedown of deferred income tax assets Income tax recovery related to the resolution of certain outstanding tax matters Income tax (expense) recovery related to changes in corporate income tax rates Income tax recovery related to foreign exchange loss on California claim Income tax recovery related to flood-related maintenance costs, net of insurance recovery Income tax recovery related to TAMA Transmission bid costs Income tax recovery related to net other operating losses Total comparable income tax expense adjustments Income tax expense (recovery) Comparable income tax expense Comparable effective tax rate on earnings attributable to TransAlta shareholders (%) 2014 239 (49) – (54) (6) – (2) – 4 1 5 1 139 (19) (1) – 1 35 – 5 – – 1 – 1 – 23 7 30 22 2013 (12) (29) 10 103 (18) (3) (12) – – 7 – 109 155 36 (5) (1) (2) – – 2012 (445) (37) 15 72 324 13 (3) (15) – 3 – 254 181 25 (5) 3 (1) – (4) (28) (169) – 5 – 2 – 27 34 (8) 26 22 9 (8) – 1 – 65 (84) 102 18 (46) The comparable income tax expense increased for the year ended Dec. 31, 2014 compared to 2013 due to changes in the amount of earnings between the jurisdictions in which pre-tax income is earned, offset by lower comparable earnings. In 2013, the comparable income tax expense increased compared to 2012 due to the positive resolution of certain tax contingency matters in the prior period and changes in the amount of earnings between the jurisdictions in which pre-tax income is earned. The comparable effective tax rate on earnings attributable to TransAlta shareholders increased for the year ended Dec. 31, 2014 compared to 2013 due to changes in the amount of earnings between the jurisdictions in which pre-tax income is earned and the effect of certain deductions that do not fluctuate with earnings. In 2013, the comparable effective tax rate on earnings attributable to TransAlta shareholders increased compared to 2012 due to changes in the amount of earnings between the jurisdictions in which pre-tax income is earned, the effect of certain deductions that do not fluctuate with earnings, and the positive resolution of certain tax contingency matters in the prior period. 40 TransAlta Corporation | 2014 Annual Report Management’s Discussion and Analysis During the year ended Dec. 31, 2014, we reversed a previous writedown of deferred income tax assets of $5 million. The reversal was based on changes to taxable and deductible temporary differences during 2014 that impact the net U.S. deferred income tax assets and our assessment of recognition. During the year ended Dec. 31, 2013, we recognized a writedown of deferred income tax assets of $28 million (2012 – $169 million). The deferred income tax assets related mainly to the tax benefits of losses associated with our directly owned U.S. operations. We wrote these assets off as it was no longer considered probable that sufficient future taxable income would be available from our directly owned U.S. operations to utilize the underlying tax losses, due to reduced price growth expectations. Non-Controlling Interests We own 50.01 per cent of TA Cogen, which owns, operates, or has an interest in four natural gas-fired facilities and one coal-fired generating facility. Canadian Power Holdings Inc. owns the minority interest in TA Cogen. We also own 70.3 per cent (80.6 per cent in 2013) of TransAlta Renewables. TransAlta Renewables is a publicly traded company listed on the Toronto Stock Exchange under the symbol “RNW”. It has interests in 1,283 MW of renewable assets. Since we own a controlling interest in TA Cogen and TransAlta Renewables we consolidate the entire earnings, assets, and liabilities in relation to our ownership of those assets. Non-controlling interests on the Consolidated Statements of Earnings (Loss) and Consolidated Statements of Financial Position relate to the earnings and net assets attributable to TA Cogen and TransAlta Renewables that we do not own. On the Consolidated Statements of Cash Flows, cash paid to the minority shareholders of TA Cogen and TransAlta Renewables is shown in the financing section as distributions paid to subsidiaries’ non-controlling interests. Earnings attributable to non-controlling interests for the year ended Dec. 31, 2014 increased $20 million to $49 million compared to 2013, primarily due to the formation of TransAlta Renewables and increased public ownership. In 2013, earnings attributable to non-controlling interests decreased $8 million compared to 2012, due to lower earnings at TA Cogen. Additional IFRS Measures An additional IFRS measure is a line item, heading, or subtotal that is relevant to an understanding of the financial statements but is not a minimum line item mandated under IFRS, or the presentation of a financial measure that is relevant to an understanding of the financial statements but is not presented elsewhere in the financial statements. We have included line items entitled gross margin and operating income (loss) in our Consolidated Statements of Earnings (Loss) for the years ended Dec. 31, 2014, 2013, and 2012. Presenting these line items provides management and investors with a measurement of ongoing operating performance that is readily comparable from period to period. Earnings and Other Measures on a Comparable Basis We evaluate our performance and the performance of our business segments using a variety of measures. Those discussed below, and elsewhere in this MD&A, are not defined under IFRS and, therefore, should not be considered in isolation or as an alternative to or to be more meaningful than net earnings attributable to common shareholders or cash flow from operating activities, as determined in accordance with IFRS, when assessing our financial performance or liquidity. These measures are not necessarily comparable to a similarly titled measure of another company. Each business unit assumes responsibility for its operating results measured to gross margin and operating income. Operating income and gross margin provides management and investors with a measurement of operating performance that is readily comparable from period to period. In calculating these items, we exclude certain items as management believes these transactions are not representative of our business operations. Earnings on a comparable basis per share are calculated using the weighted average common shares outstanding during the period. During 2014, prior period restatements were made to 2013 and 2012. Refer to the Current Accounting Changes section of this MD&A for a description of these items. 41 TransAlta Corporation | 2014 Annual Report Management’s Discussion and Analysis The adjustments made to calculate comparable earnings for the year ended Dec. 31, 2014, 2013, and 2012 are as follows. References are to reconciliations presented on the following pages. Year ended Dec. 31 Reference number Reclassifications: Adjustment Segment and fuel type 1 2 3 4 5 Finance lease income used as a proxy Generation (Gas) for operating revenue Decrease in finance lease receivable used as Generation (Gas) a proxy for operating revenue and depreciation Reclassification of mine depreciation from fuel Generation (Canadian Coal) and purchased power Reclassification of comparable gain on sale of property, plant, and equipment that is included in depreciation Generation (Canadian Coal) Generation (U.S. Coal) Generation (Gas) Impacts to revenue associated with Sundance Generation (Canadian Coal) Units 1 and 2 Adjustments (increasing (decreasing) earnings to arrive at comparable results): 2014 2013 2012 49 3 56 1 – – – 46 1 58 2 – – – 16 3 41 10 1 3 20 Impacts to revenue associated with certain de-designated and economic hedges Generation (U.S. Coal) (54) 103 72 Flood-related maintenance costs, net of Generation (Hydro) insurance recoveries Writeoff of Project Pioneer costs Generation (Canadian Coal) Costs related to TAMA Transmission bid Corporate Asset impairment charges (reversals) Restructuring charges California claim Non-comparable portion of insurance recovery received Generation (Canadian Coal) Generation (U.S. Coal) Generation (Gas) Generation (Wind) Generation (Hydro) Generation (Canadian Coal) Generation (Gas) Corporate Energy Marketing Generation (Hydro) Sundance Units 1 and 2 return to service Generation (Canadian Coal) Loss on assumption of pension obligation Generation (Canadian Coal) Foreign exchange on California claim Unassigned Non-comparable gain on sale of assets Generation (Equity Investments) Corporate Generation (Wind) Gain on sale of collateral Energy Marketing Writedown (reversal of writedown) of deferred Unassigned income tax assets Net tax effect of other comparable adjustments Non-comparable item attributable to non-controlling interest Unassigned Unassigned 1 – 5 – – (6) – – – – – 5 (4) – – 4 (2) – – – (5) 7 – – – – 1 (23) 4 (2) – (1) 56 (1) 25 29 – – (12) – – 28 (18) 1 (62) – – 3 – (41) 347 – 16 2 4 1 8 – – 254 – – – – (3) (15) 169 (85) – 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 42 TransAlta Corporation | 2014 Annual Report Management’s Discussion and Analysis A reconciliation of comparable results to reported results for the year ended Dec. 31, 2014 and 2013 is as follows: Year ended Dec. 31 2014 2013 Comparable adjustments 1036 – 103 Comparable total 2,442 890 1,552 Comparable adjustments (54)6 – (54) (6)7,9 610 – – – Comparable total 2,621 1,036 1,585 536 – – 29 (1) Reported 2,292 948 1,344 516 (18) (3) 27 – Comparable reclassifications 471,2 (58)3 105 – – – – (2)4 (1)12,13 (15) 102 – (109)12,13,14,15 Revenues Fuel and purchased power Gross margin Operations, maintenance, and administration Asset impairment charges Restructuring provision Taxes, other than income taxes Gain on sale of assets Net other operating (income) losses Earnings before interest, taxes, depreciation, and amortization Depreciation and amortization Operating income Finance lease income Equity loss Foreign exchange gain (loss) Gain on sale of assets Other income Earnings (loss) before interest and taxes Net interest expense Income tax expense (recovery) Net earnings (loss) Non-controlling interests Net earnings (loss) attributable to TransAlta shareholders Preferred share dividends Net earnings (loss) attributable to common shareholders Weighted average number of common shares outstanding in the year Net earnings (loss) per share attributable to common shareholders Reported 2,623 1,092 1,531 Comparable reclassifications 521,2 (56)3 108 – – – – (1)4 – 109 602,3,4 49 (49)1 – – – – – – – – – – – – 542 (6) – 29 – (14) 980 538 442 49 – – 2 – 493 254 7 232 50 182 41 141 273 0.52 107 612,3,4 46 (46)1 – – – – – – – – – – – – (53) – (53) – – 416 (2)17 – (51) – 2319,20 (74) (1)21 (73) – 1,036 598 438 – – 4 – – 442 254 30 158 49 109 41 720 525 195 46 (10) 1 12 – 244 256 (8) (4) 29 (33) 38 (73) 68 (71) 273 264 0.25 (0.27) (5)7 1810 311 – – 196 (2)7 198 – – – (12)17 – 186 – 3419,20 152 – 152 – 511 – – 27 (2) (7) 1,023 584 439 – (10) 1 – – 430 256 26 148 29 119 38 152 81 264 0.31 43 TransAlta Corporation | 2014 Annual Report Management’s Discussion and Analysis A reconciliation of comparable results to reported results for the year ended Dec. 31, 2012 is as follows: 2012 Comparable adjustments 726 Comparable reclassifications (1)1,2,5 (41)3 – 72 (3)8 (324)10 (13)11 – – (254)14 666 – – 666 – – – (3)17 (15)18 – 648 – (84)19,20 732 – 732 – 732 Comparable total 2,281 756 1,525 496 – – 28 (14) – 1,015 567 (20) 468 – (15) (9) – – 1 445 242 18 185 37 148 31 117 235 0.50 40 – – – – (14)4 – 54 582,3,4 (20)5 16 (16)1 – – – – – – – – – – – – – Year ended Dec. 31 Revenues Fuel and purchased power Gross margin Operations, maintenance, and administration Asset impairment charges Restructuring provision Taxes, other than income taxes Gain on sale of assets Net other operating (income) losses Earnings before interest, taxes, depreciation, and amortization Depreciation and amortization Other Operating income Finance lease income Equity loss Foreign exchange loss Gain on sale of assets Gain on sale of collateral Other income Earnings before interest and taxes Net interest expense Income tax expense Net earnings Non-controlling interests Net earnings attributable to TransAlta shareholders Preferred share dividends Net earnings attributable to common shareholders Weighted average number of common shares outstanding in the year Net earnings per share attributable to common shareholders Reported 2,210 797 1,413 499 324 13 28 – 254 295 509 – (214) 16 (15) (9) 3 15 1 (203) 242 102 (547) 37 (584) 31 (615) 235 (2.62) 44 TransAlta Corporation | 2014 Annual Report Management’s Discussion and Analysis Financial Instruments Financial instruments are used to manage our exposure to interest rates, commodity prices, and currency fluctuations, as well as other market risks. We currently use physical and financial swaps, forward sale and purchase contracts, futures contracts, foreign exchange contracts, interest rate swaps, and options to achieve our risk management objectives. Financial instruments are accounted for using the fair value method of accounting. The initial recognition of fair value and subsequent changes in fair value can affect reported earnings in the period the change occurs if hedge accounting is not elected. Otherwise, changes in fair value will generally not affect earnings until the financial instrument is settled. We have two types of financial instruments: (i) those that are used in the Generation and Energy Marketing segments in relation to commodity risk management activities, commodity hedging activities, and other contracting activities and (ii) those used in the hedging of interest rate and foreign currency exposures on debt, foreign currency exposures on projects and other expenditures, and our net investment in foreign operations. Some of our financial instruments and physical commodity contracts are recorded under own use accounting or qualify for, and are recorded under, hedge accounting rules. The accounting for those contracts for which we have elected to apply hedge accounting depends on the type of hedge. Our financial instruments are categorized as fair value hedges, cash flow hedges, net investment hedges, or non-hedges. These categories and their associated accounting treatments are explained in further detail below. For all types of hedges, we test for effectiveness at the end of each reporting period to determine if the instruments are performing as intended and hedge accounting can still be applied. The financial instruments we enter into are designed to ensure that future cash inflows and outflows are predictable. In a hedging relationship, the effective portion of the change in the fair value of the hedging derivative does not impact net earnings, while any ineffective portion is recognized in net earnings. As well, there are certain contracts in our portfolio that at their inception do not qualify for, or we have chosen not to elect to apply, hedge accounting. For these contracts, we recognize in net earnings mark-to-market gains and losses resulting from changes in forward prices compared to the price at which these contracts were transacted. These changes in price alter the timing of earnings recognition, but do not affect the final settlement amount received. The fair value of future contracts will continue to fluctuate as market prices change. The fair value of derivatives traded by the Corporation that are not traded on an active exchange, or extend beyond the time period for which exchange-based quotes are available, are determined using valuation techniques or models. Fair Value Hedges Fair value hedges are used to offset the impact of changes in the fair value of fixed rate long-term debt caused by variations in market interest rates. We use interest rate swaps in our fair value hedges. In a fair value hedge, changes in the fair value of the hedging instrument (an interest rate swap, for example) are recognized in risk management assets or liabilities, and the related gains or losses are recognized in net earnings. The carrying amount of long-term debt subject to the hedge is adjusted for losses or gains associated with the hedged risk, with the corresponding amounts recognized in net earnings. As a result, only the net ineffectiveness is recognized in net earnings. Cash Flow Hedges Cash flow hedges are categorized as project, foreign exchange, interest rate, or commodity hedges and are used to offset foreign exchange, interest rate, and commodity price exposures resulting from market fluctuations. Project Hedges Foreign currency forward contracts are used to hedge foreign exchange exposures resulting from anticipated contracts and firm commitments denominated in foreign currencies, primarily related to capital expenditures. 45 TransAlta Corporation | 2014 Annual Report Management’s Discussion and Analysis Foreign Exchange, Interest Rate, and Commodity Hedges Physical and financial swaps, forward sale and purchase contracts, futures contracts, and options are used primarily to offset the variability in future cash flows caused by fluctuations in electricity and natural gas prices. Foreign exchange forward contracts and cross-currency swaps are used to offset the exposures resulting from foreign-denominated long-term debt. Forward start interest rate swaps are used to offset the variability in cash flows related to interest expense resulting from anticipated issuances of long-term debt. In a cash flow hedge, changes in the fair value of the hedging instrument (a forward contract or financial swap, for example) are recognized in risk management assets or liabilities, and the related gains or losses are recognized in OCI. These gains or losses are subsequently reclassified from OCI to net earnings in the same period as the hedged forecast cash flows impact net earnings, and offset the losses or gains arising from the forecast transactions. For project hedges, the gains and losses reclassified from OCI are included in the carrying amount of the related property, plant, and equipment (“PP&E”). When we do not elect hedge accounting, or when the hedge is no longer effective and does not qualify for hedge accounting, the gains or losses as a result of changes in prices, interest, or exchange rates related to these financial instruments are recorded in net earnings in the period in which they arise. Net Investment Hedges Foreign currency forward contracts and foreign-denominated long-term debt are used to hedge exposure to changes in the carrying values of our net investments in foreign operations that have a functional currency other than the Canadian dollar. Gains or losses on these instruments are recognized and deferred in OCI and reclassified to net earnings on the disposal of the foreign operation. We attempt to manage our foreign exchange translation exposure by matching foreign-denominated expenses with revenues, such as offsetting revenues from our U.S. operations with interest payments on our U.S. dollar debt. Following the divestiture of CE Gen, Blackrock, and CalEnergy, and the repatriation of proceeds into Canadian funds, we de-designated approximately U.S.$180 million of debt from hedging U.S. net investments. During the third quarter of 2014, we de-designated an additional U.S.$90 million of U.S.-denominated debt hedging other U.S. operations. Prospectively, these tranches of U.S.-denominated debt are being hedged with foreign currency derivative instruments. Non-Hedges Financial instruments not designated as hedges are used to reduce commodity price, foreign exchange, and interest rate risks. Changes in the fair value of financial instruments not designated as hedges are recognized in risk management assets or liabilities, and the related gains or losses are recognized in net earnings in the period in which the change occurs. Fair Values The majority of fair values for our project, foreign exchange, interest rate, commodity hedges, and non-hedge derivatives are calculated using adjusted quoted prices from an active market or inputs validated by broker quotes. We may enter into commodity transactions involving non-standard features for which market-observable data is not available. These transactions are defined under IFRS as Level III instruments. Level III instruments incorporate inputs that are not observable from the market, and fair value is therefore determined using valuation techniques. Fair values are validated by using reasonably possible alternative assumptions as inputs to valuation techniques, and any material differences are disclosed in the notes to the financial statements. At Dec. 31, 2014, Level III instruments had a net asset carrying value of $217 million. Refer to the Critical Accounting Policies and Estimates section of this MD&A for further details regarding valuation techniques. Our risk management profile and practices have not changed materially from Dec. 31, 2013. 46 TransAlta Corporation | 2014 Annual Report Management’s Discussion and Analysis Liquidity and Capital Resources Liquidity risk arises from our ability to meet general funding needs, engage in trading and hedging activities, and manage the assets, liabilities, and capital structure of the Corporation. Liquidity risk is managed by maintaining sufficient liquid financial resources to fund obligations as they come due in the most cost-effective manner. Liquidity risk related to commodity risk management activities is managed by maintaining sufficient reserves and monitoring our counterparties and the markets in which we transact. Our liquidity needs are met through a variety of sources, including cash generated from operations, availability under our long-term credit facilities, and long-term debt or equity issued under our Canadian and U.S. shelf registrations. Our primary uses of funds are operational expenses, capital expenditures, dividends, distributions to non-controlling interests, and interest and principal payments on debt securities. On Dec. 17, 2014, we filed a U.S. base shelf prospectus that allows for the issuance of up to U.S.$2.0 billion aggregate principal amount (or its equivalent in other currencies) of common shares, first preferred shares, warrants, subscription receipts, or debt securities from time to time. The specific terms of any offering of securities is to be determined at the date of issue. Debt Long-term debt totalled $4.0 billion as at Dec. 31, 2014 compared to $4.3 billion as at Dec. 31, 2013. Long-term debt decreased from Dec. 31, 2013 primarily due to the use of proceeds from the sale of CE Gen, Blackrock, and CalEnergy, the secondary offering of TransAlta Renewables common shares, and the issuance of preferred shares to pay down our credit facility borrowings. In May we repaid a $200 million maturing debenture by issuing a U.S.$400 million senior note. Excess proceeds were used to further reduce borrowings under our credit facilities. During the year, strengthening of the U.S. dollar increased our long-term debt balances by $174 million. Almost all of our U.S.-denominated debt is hedged either through financial contracts or net investments in our U.S. operations. For 2014, the changes in our U.S.-denominated debt were offset as follows: For the year ended Dec. 31 Effects of foreign exchange on carrying amounts of U.S. operations (net investment hedge) Foreign currency cash flow hedges on debt Effects of foreign exchange on value of U.S.-denominated Solomon finance lease Other economic hedges Total 2014 55 79 29 11 174 Credit Facilities At Dec. 31, 2014, we had a total of $2.1 billion (2013 – $2.1 billion) of committed credit facilities, of which $1.6 billion (2013 – $0.9 billion) was not drawn and is available, subject to customary borrowing conditions. At Dec. 31, 2014, the $0.5 billion (2013 – $1.2 billion) of credit utilized under these facilities was comprised of actual drawings of $0.1 billion (2013 – $0.8 billion) and letters of credit of $0.4 billion (2013 – $0.4 billion). These facilities are comprised of a $1.5 billion committed syndicated bank facility that matures in 2018, with the remainder comprised of bilateral credit facilities, of which $0.3 billion matures in 2017 and $0.2 billion matures in the fourth quarter of 2016. We anticipate renewing these facilities, based on reasonable commercial terms, prior to their maturities. In addition to the $1.6 billion available under the credit facilities, we have $43 million of available cash. 47 TransAlta Corporation | 2014 Annual Report Management’s Discussion and Analysis Share Capital On Feb. 18, 2015, we had 277.0 million common shares outstanding, 12.0 million Series A, 11.0 million Series C, 9.0 million Series E, and 6.6 million Series G preferred shares outstanding. At Dec. 31, 2014, we had 275.0 million (2013 – 268.2 million) common shares issued and outstanding. At Dec. 31, 2014, we had 38.6 million (2013 – 32.0 million) first preferred shares issued and outstanding. During the year ended Dec. 31, 2014, 6.8 million (2013 – 13.5 million) common shares were issued to shareholders that elected dividend reinvestment, for a total of $85 million (2013 – $186 million). As noted in the Significant 2014 Events and Subsequent Events section of this MD&A, on Aug. 15, 2014, we completed a public offering of 6.6 million Series G Cumulative Redeemable Rate Reset First Preferred Shares for gross proceeds of $165 million. The holders of the preferred shares are entitled to receive fixed cumulative cash dividends at an annual rate of $1.325 per share as approved by the Board, payable quarterly, yielding 5.30 per cent per annum, for the initial period ending Sept. 30, 2019. The dividend rate will reset on Sept. 30, 2019 and every five years thereafter to a yield per annum equal to the sum of the then five-year Government of Canada bond yield plus 3.80 per cent. The preferred shares are redeemable at the option of TransAlta on or after Sept. 30, 2019 and on Sept. 30 of every fifth year thereafter at a price of $25.00 per share plus all accrued and unpaid dividends. The Series G preferred shareholders have the right at their option to convert their shares into Series H Cumulative Redeemable Rate Reset First Preferred Shares on Sept. 30, 2019 and on Sept. 30 of every fifth year thereafter. The holders of Series H preferred shares will be entitled to receive quarterly floating rate cumulative dividends as approved by the Board at a yield per annum equal to the sum of the then three-month Government of Canada Treasury Bill yield plus 3.80 per cent. On Jan. 23, 2015, we declared a quarterly dividend of $0.18 per share on common shares, payable on April 1, 2015. This dividend is in line with the resized dividend that was announced in February 2014 of $0.72 per common share on an annualized basis. Declaration of dividends is at the discretion of the Board. On Jan. 23, 2015, we declared a quarterly dividend of $0.2875 per share on the Series A and Series C preferred shares, $0.3125 per share on the Series E preferred shares, and $0.33125 per share on the Series G preferred shares, all payable on March 31, 2015. Guarantee Contracts We have obligations to issue letters of credit and cash collateral to secure potential liabilities to certain parties, including those related to potential environmental obligations, commodity risk management and hedging activities, construction projects, and purchase obligations. At Dec. 31, 2014, we provided letters of credit totalling $396 million (2013 – $370 million) and cash collateral of $25 million (2013 – $21 million). These letters of credit and cash collateral secure certain amounts included on our Consolidated Statements of Financial Position under risk management liabilities and decommissioning and other provisions. 48 TransAlta Corporation | 2014 Annual Report Management’s Discussion and Analysis Working Capital As at Dec. 31, 2014, the excess of current liabilities over current assets was $597 million (2013 – $116 million). The excess of current liabilities over current assets increased $481 million compared to 2013, primarily due to a U.S.$500 million senior note due in January 2015. The note was repaid using liquidity. Capital Structure Our capital structure consisted of the following components as shown below: As at Dec. 31 Net debt1 Non-controlling interests Equity attributable to shareholders Total capital Commitments Contractual commitments are as follows: 2014 2013 Amount 3,917 594 3,284 7,795 % 50 8 42 100 Amount 4,289 517 2,906 7,712 % 55 7 38 100 Natural gas, transportation, and other purchase contracts Transmission and power purchase agreements Non- cancellable operating leases Coal supply and mining agreements Long-term service agreements Long-term debt2 Interest on long-term debt3 Growth 2015 2016 2017 2018 2019 2020 and thereafter Total 43 29 13 12 7 101 205 12 9 3 4 2 6 36 11 10 8 8 8 54 99 159 137 44 45 46 605 1,036 119 120 105 33 31 172 738 29 466 878 402 1,472 178 171 166 129 104 723 207 50 175 8 – – Total 1,467 555 980 1,117 600 3,133 580 3,985 1,471 440 7,852 In November 2014, we entered into an agreement with Alstom to provide major maintenance for our operated Canadian Coal facilities. Please refer to the Significant 2014 Events and Subsequent Events section of this MD&A for more information. As part of the TransAlta Energy Bill signed into law in the State of Washington and the subsequent MoA, we have committed to fund U.S.$55 million over the remaining life of the U.S. Coal plant to support economic and community development, promote energy efficiency, and develop energy technologies related to the improvement of the environment. The MoA contains certain provisions for termination and in the event of the termination and certain circumstances, this funding or part thereof would no longer be required. 1 Total debt and finance lease obligations net of cash and cash equivalents and fair value of related hedging instruments. Refer to Note 14 of our 2014 Notes to the Annual Financial Statements. 2 Repayments of long-term debt include amounts related to our credit facilities that are currently scheduled to mature in 2016, 2017, and 2018. 3 Interest on long-term debt is based on debt currently in place with no assumption as to re-financing an instrument on maturity. 49 TransAlta Corporation | 2014 Annual Report Management’s Discussion and Analysis Financial Position The following chart outlines significant changes in the Consolidated Statements of Financial Position from Dec. 31, 2013 to Dec. 31, 2014: Trade and other receivables Investments Finance lease receivables (long-term) Property, plant, and equipment, net Deferred income tax assets Risk management assets (current and long-term)1 Accounts payable and accrued liabilities Dividends payable Long-term debt and finance lease obligations (including current portion) Decommissioning and other provisions (current and long-term) Deferred income tax liabilities Risk management liabilities (current and long-term)1 Equity attributable to shareholders Non-controlling interests Increase/ (decrease) (54) (192) 26 45 (73) 446 34 (30) (291) Primary factors explaining change Timing of customer receipts Sale of CE Gen Favourable changes in foreign exchange rates Additions and favourable changes in foreign exchange rates, partially offset by depreciation for the period Changes in temporary differences Gains on long-term power sale contract and U.S. foreign currency hedges Higher capital accruals, partially offset by timing of payments and accruals Reduction of quarterly dividend Reduction of borrowings under credit facility and payout on maturity of medium-term notes, partially offset by the issuance of senior notes 24 Fluctuations in period-end discount rates (25) 34 378 77 Changes in temporary differences Price movements and changes in underlying positions and settlements Net earnings for the period, gains on cash flow hedges recognized in other comprehensive income, and preferred shares issued, partially offset by declared dividends Sale of additional non-controlling interest in TransAlta Renewables, partially offset by non-controlling interests' portion of net earnings net of distributions Statements of Cash Flows The following charts highlight significant changes in the Consolidated Statements of Cash Flows for the years ended Dec. 31, 2014 and 2013: Year ended Dec. 31 Cash and cash equivalents, beginning of year 2014 42 2013 Explanation of change 27 Provided by (used in): Operating activities 796 765 Increase in cash earnings of $32 million. Refer to our discussion of funds from operations Investing activities (292) (703) Financing activities (503) (47) Increase in proceeds on sale of investments of $224 million, a decrease in cash paid on the acquisition of Wyoming wind of $109 million, a decrease in additions to PP&E and intangibles of $72 million, and a decrease in investing non-cash working capital balances of $31 million, partially offset by a decrease in realized gains on financial instruments of $16 million and a decrease in proceeds on disposal of PP&E of $8 million An increase in repayments of borrowings under credit facilities and in repayments (net of issuances) of long-term debt of $504 million, a decrease in proceeds on sale of non-controlling interest in subsidiary of $78 million, an increase in distributions paid to subsidiaries' non-controlling interests of $29 million, and an increase in common share cash dividends of $24 million, partially offset by an increase in proceeds on issuance of preferred shares of $161 million and an increase in realized gains on financial instruments of $20 million Cash and cash equivalents, end of year 43 42 1 After giving effect to the reclassification described in the Current Accounting Changes section of this MD&A. 50 TransAlta Corporation | 2014 Annual Report Management’s Discussion and Analysis Year ended Dec. 31 Cash and cash equivalents, beginning of year 2013 27 2012 Explanation of change 49 Provided by (used in): Operating activities 765 520 Investing activities (703) (1,048) Financing activities (47) 504 Favourable changes in working capital of $307 million, net of a $27 million impact associated with the California claim in 2013 and a $204 million impact associated with the Sundance Units 1 and 2 arbitration in 2012, partially offset by lower cash earnings of $62 million Decrease in acquisition of finance lease of $312 million, a decrease in additions to PP&E and intangibles of $149 million, an increase in realized gains on financial instruments of $26 million, and an increase in proceeds on sale of PP&E of $11 million, partially offset by the acquisition of the Wyoming wind farm for $109 million, an increase in equity investments of $17 million, a net negative impact of $12 million related to changes in collateral received from or paid to counterparties, and a decrease in investing non-cash working capital balances of $27 million Decrease in proceeds on issuance of common shares of $293 million, a decrease in borrowings under credit facilities of $271 million partially due to the use of net proceeds received from the sale of the non-controlling interest in TransAlta Renewables to pay down borrowings on our credit facility, a decrease in proceeds on issuance of preferred shares of $217 million, an increase in common share cash dividends of $12 million, partially offset by an increase in proceeds on sale of non-controlling interest in subsidiary of $207 million, an increase in realized gains on financial instruments of $46 million, a decrease in long-term debt payments of $14 million, and an increase in proceeds on the issuance of long-term debt of $10 million Translation of foreign currency cash Cash and cash equivalents, end of year – 42 2 27 Employee Future Benefits We have registered pension plans in Canada and the U.S. covering substantially all employees of the Corporation, its domestic subsidiaries, and specific named employees working internationally. These plans have defined benefit and defined contribution options, and in Canada there is an additional supplemental defined benefit plan for members whose annual earnings exceed the Canadian income tax limit. Except for the Highvale pension plans acquired in 2013, the Canadian and U.S. defined benefit pension plans are closed to new entrants. The U.S. defined benefit pension plan was frozen effective Dec. 31, 2010, resulting in no future benefits being earned. The most recent actuarial valuation for accounting purposes of the registered and supplemental pension plans was conducted as at Dec. 31, 2014 for the Canadian pension plan, Jan. 1, 2014 for the U.S. pension plan, and Dec. 31, 2013 for the Highvale plan. We provide other health and dental benefits for disabled members and retired members, typically up to the age of 65 (other post- employment benefits). The most recent actuarial valuation of these plans for accounting purposes was conducted as at Dec. 31, 2013 for the Canadian plan and Jan. 1, 2014 for the U.S. plan. The supplemental pension plan is an obligation of the Corporation. We are not obligated to fund the supplemental plan but are obligated to pay benefits under the terms of the plan as they come due. We have posted a letter of credit in the amount of $64 million to secure the obligations under the supplemental plan. 51 TransAlta Corporation | 2014 Annual Report Management’s Discussion and Analysis Unconsolidated Structured Entities or Arrangements Disclosure is required of all unconsolidated structured entities or arrangements such as transactions, agreements, or contractual arrangements with unconsolidated entities, structured finance entities, special purpose entities, or variable interest entities that are reasonably likely to materially affect liquidity or the availability of, or requirements for, capital resources. We currently have no such unconsolidated structured entities or arrangements. Climate Change and the Environment Environmental issues and related legislation have, and will continue to have, an impact upon our business. We are committed to complying with legislative and regulatory requirements and to minimizing the environmental impact of our operations. We work with governments and the public to develop appropriate frameworks to protect the environment and to promote sustainable development. Recent changes to environmental regulations may materially adversely affect us. As indicated under “Risk Factors” in our Annual Information Form and within the Risk Management section of this MD&A, many of our activities and properties are subject to environmental requirements, as well as changes in our liabilities under these requirements, which may have a material adverse effect upon our consolidated financial results. Ongoing and Recently Passed Environmental Legislation Changes in current environmental legislation do have, and will continue to have, an impact upon our operations and our business. Canadian Coal In Alberta there are requirements for coal-fired generation units to implement additional air emission controls for oxides of nitrogen (“NOx”) and sulphur dioxide (“SO2”) once they reach the end of their respective PPAs, in most cases at 2020. These regulatory requirements were developed by the province in 2004 as a result of multi-stakeholder discussions under Alberta’s Clean Air Strategic Alliance (“CASA”). On Sept. 11, 2012, the Canadian federal government published the final regulations governing GHG emissions from coal-fired power plants, to become effective on July 1, 2015. The regulations provide for up to 50 years of life for coal units, at which point units must meet an emissions performance standard of approximately 420 tonnes per GWh. There are some exceptions that require older units commissioned before 1975 to reach end of life by Dec. 31, 2019, and units commissioned between 1975 and 1986 to reach end of life by Dec. 31, 2029. We believe the regulations provide additional operating time and increased flexibility for our Canadian Coal units, allowing those units to comply in a more cost-effective manner. The release of the federal regulations creates a potential misalignment between the CASA air pollutant requirements and schedules, and the GHG retirement schedules for older coal plants, which in themselves will result in significant reductions of NOx, SO2, and particulates. We are in discussions with the provincial government in an effort to ensure coordination between GHG and air pollutant regulations, such that emission reduction objectives are achieved in the most effective manner while taking into consideration the reliability and cost of Alberta’s generation supply. 52 TransAlta Corporation | 2014 Annual Report Management’s Discussion and Analysis Other Canadian Developments Since 2007, we have incurred costs as a result of GHG legislation in Alberta. On Dec. 19, 2014, the Alberta Government announced it was extending its current climate change legislation (the Specified Gas Emitters Regulation) until June 2015, with the stated intention of re-instituting a new program at that time. Our exposure to increased costs as a result of environmental legislation in Alberta is mitigated to some extent through change-in-law provisions in our PPAs that allow us the opportunity to recover capital and operating compliance costs from our PPA customers. The value realized from our environmental attributes generated in the province may also be impacted by the program’s terms. On Jan. 13, 2015, the Ontario Government announced its plan to put a price on carbon emissions in 2015, as part of its climate change program and stated objective of reducing GHG emissions by 15 per cent by 2020. No details are available yet. Our contracts at Gas facilities in the province generally include provisions protecting us from the adverse effects of changes in laws. U.S. Coal On June 2, 2014, the U.S. Environmental Protection Agency (“EPA”) released draft regulations for managing GHG emissions from the power sector. These draft regulations target GHG emissions from all existing fossil-fired generation in the U.S.: coal, natural gas, and other hydrocarbon fuels. The draft regulations are designed to achieve a 30 per cent reduction from 2005 emission levels by 2030, for that sector. The proposed framework would establish 2030 emission rate goals, measured in pounds of carbon dioxide per MWh, for each state’s electricity sector. The draft regulations require interim goals to be achieved between 2020 and 2030 and a final goal to be achieved by 2030, and maintained beyond. The goals are state-specific depending on circumstances. States are to be given broad freedom to achieve the goals in a variety of ways, ranging from single- or multi-state cap and trade programs, heat rate improvements, and fuel switching initiatives, to more prescriptive approaches, such as, renewable energy and conservation programs. States will develop their individual approaches or State Implementation Plans, which will subsequently have to be reviewed and approved by the EPA. The draft regulations are expected to be finalized by the EPA by June 2015, with State Implementation Plans submitted by June 2016. On Dec. 17, 2014, Washington State Governor Jay Inslee released a carbon-emissions reduction program for the State, where our U.S. Coal plant is located. Included in this program are a cap-and-trade plan and a low-carbon fuels standard. The proposed emissions cap will become more stringent over time, providing emitters time to transition their operations. The recently proposed EPA GHG regulations for existing power plants are not expected to significantly affect our U.S. operations. TransAlta has agreed with Washington State to retire units in 2020 and 2025. This agreement is formally part of the State’s climate change program. We believe that there will be no additional GHG regulatory burden on U.S. Coal given these commitments. The related TransAlta Energy Bill was signed into law in 2011 and provides a framework to transition from coal to other forms of generation. Other U.S. Developments Effective January 2013, direct deliveries of power to the California Independent System Operator are subject to Cap and Trade Regulations established by the California Air Resources Board. We continue to monitor our GHG inventory into California. Australia In Australia, the Government repealed the nation’s carbon tax on July 17, 2014. This will eliminate the previous emission charges on our Australian gas-fired generation, although the impact is expected to be minimal as these emission charges were generally passed through to contracted customers. The Liberal Government has not yet implemented an alternative climate change program. 53 TransAlta Corporation | 2014 Annual Report Management’s Discussion and Analysis TransAlta Activities Reducing the environmental impact of our activities has a benefit not only to our operations and financial results, but also to the communities in which we operate. We expect that increased scrutiny will be placed on environmental emissions and compliance, and we therefore have a proactive approach to minimizing risks to our results. Our Board provides oversight to our environmental management programs and emission reduction initiatives to ensure continued compliance with environmental regulations. In 2014, we estimate that 35.1 million tonnes of GHGs with an intensity of 0.91 tonnes per MWh (2013 – 27.5 million tonnes of GHGs with an intensity of 0.801 tonnes per MWh) were emitted as a result of normal operating activities.1 The increased volume and intensity of GHG emissions in 2014 compared to 2013 is primarily due to higher Canadian Coal production, driven by reduced outages and Sundance Units 1 and 2 returning to service in the second half of 2013. Our environmental management programs encompass the following elements: Renewable Power We continue to invest in and build renewable power resources. Commercial operations began at our 68 MW New Richmond wind facility during the first quarter of 2013 and on Dec. 20, 2013 we completed the acquisition of a 144 MW wind farm in Wyoming. A larger renewable portfolio provides increased flexibility in generation and creates incremental environmental value through renewable energy certificates or through offsets. Environmental Controls and Efficiency We continue to make operational improvements and investments to our existing generating facilities to reduce the environmental impact of generating electricity. We installed mercury control equipment at our Canadian Coal operations in 2010 in order to meet Alberta’s 70 per cent reduction objectives, and voluntarily at our U.S. coal-fired plant in 2012. Our Keephills Unit 3 plant began operations in September 2011 using supercritical combustion technology to maximize thermal efficiency, as well as SO2 capture and low NOx combustion technology, which is consistent with the technology that is currently in use at Genesee Unit 3. Uprate projects completed at our Keephills and Sundance plants have improved the energy and emissions efficiency of those units. Policy Participation We are active in policy discussions at a variety of levels of government. These discussions have allowed us to engage in proactive discussions with governments and industry participants to meet environmental requirements over the longer term. Clean Combustion Technologies We look to advance clean energy technologies through organizations such as the Canadian Clean Power Coalition, which examines emerging clean combustion technologies such as gasification, oxygen combustion, biomass co-firing, and coal beneficiation. Offsets Portfolio TransAlta maintains an emissions offsets portfolio with a variety of instruments that can be used for compliance purposes or otherwise banked or sold. We continue to examine additional emissions offset opportunities that will allow us to meet emission targets at a competitive cost. Any investments in offsets will meet certification criteria in the market in which they are to be used. 1 2014 data are estimates based on best available data at the time of report production. GHGs include water vapour, carbon dioxide (“CO2”), methane, nitrous oxide, sulphur hexafluoride, hydrofluorocarbons, and perfluorocarbons. The majority of our estimated GHG emissions are comprised of CO2 emissions from stationary combustion. 54 TransAlta Corporation | 2014 Annual Report Management’s Discussion and Analysis 2015 Financial Outlook We expect comparable EBITDA for 2015 to be in the range of $1,000 million and $1,040 million based on the current outlook for power prices in Alberta and the Pacific Northwest. Comparable FFO is anticipated to be in the range of $720 to $770 million. Comparable free cash flow, excluding the effects of flood-recovery capital, is expected to be in the range of $265 million and $270 million, or $0.95 and $0.96 per share, based on sustaining capital, excluding the effects of flood-recovery capital, of approximately $310 million to $340 million. We anticipate that lower cash interest will be offset by higher distributions to non-controlling interest and preferred share dividends. Our expected dividend is 75 per cent to 76 per cent of comparable free cash flow. Market Power Prices For 2015, power prices in Alberta are expected to be lower than 2014 as a result of increased supply, lower natural gas prices, and a risk to demand growth. However, prices can vary based on supply and weather conditions. In the Pacific Northwest and Ontario, we expect prices to settle lower than in 2014 due to lower natural gas prices. Economic Environment We expect growth to decelerate in Western Canada in 2015. The slowdown in the oil and gas sector is expected to reduce economic growth as a result of investment slowdown and lower consumer spending. After several years of weak growth, economic growth in the Pacific Northwest is expected to accelerate as the overall economic recovery in the U.S. gains strength. Growth in Ontario is expected to improve to moderate rates in 2015, driven largely by exports supported by U.S. recovery and the strengthening U.S. dollar. We had no material counterparty losses in 2014. We continue to monitor counterparty credit risk and have established risk management policies to mitigate counterparty risk. We do not anticipate any material change to our existing credit practices and continue to deal primarily with investment grade counterparties. Operations Capacity, Production, and Availability Excluding the effects of economic dispatching, production is expected to increase in 2015 primarily due to lower planned and unplanned outages. Overall adjusted availability is expected to be in the range of 89 to 91 per cent in 2015, which is at the higher end of our long-term target availability. We also expect to commission our gas pipeline to supply our Solomon facility in the first quarter of 2015. Contracted Cash Flows As a result of Alberta PPAs, long-term contracts, and other short-term physical and financial contracts, on average, approximately 70 per cent of our capacity is contracted over the next seven years. On an aggregated portfolio basis, depending on market conditions, we target being up to 90 per cent contracted for the upcoming calendar year. As at the end of 2014, approximately 88 per cent of our 2015 capacity was contracted. The average prices of our short-term physical and financial contracts for 2015 are approximately $55 per MWh in Alberta and approximately U.S.$40 per MWh in the Pacific Northwest. Fuel Costs Mining coal in Alberta is subject to cost increases due to greater overburden removal, inflation, capital investments, and commodity prices. Seasonal variations in coal costs at our Alberta mine are minimized through the application of standard costing. Coal costs for 2015, on a standard cost per tonne basis, are expected to be similar to 2014 unit costs. In the Pacific Northwest, our Centralia coal mine, adjacent to our power plant, is in the reclamation stage. Fuel at U.S. Coal is purchased primarily from external suppliers in the Powder River Basin and delivered by rail. The delivered cost of fuel per MWh for 2015 is expected to increase by approximately one to two per cent as a result of inflation. The value of coal inventories is assessed for impairment at the end of each reporting period. If the inventory is impaired, further charges are recognized in net earnings. 55 TransAlta Corporation | 2014 Annual Report Management’s Discussion and Analysis We purchase natural gas from outside companies coincident with production or have it supplied by our customers, thereby minimizing our risk to changes in prices. The continued success of unconventional gas production in North America could reduce the year-to-year volatility of prices in the near term. We closely monitor the risks associated with changes in electricity and input fuel prices on our future operations and, where we consider it appropriate, use various physical and financial instruments to hedge our assets and operations from such price risks. Energy Marketing Earnings from our Energy Marketing Segment are affected by prices and volatility in the market, overall strategies adopted, and changes in legislation. We continuously monitor both the market and our exposure to maximize earnings while still maintaining an acceptable risk profile. Our 2015 objective for Energy Marketing is to contribute between $50 million to $70 million in gross margin for the year. Exposure to Fluctuations in Foreign Currencies Our strategy is to minimize the impact of fluctuations in the Canadian dollar against the U.S. dollar, euro, and Australian dollar by offsetting foreign-denominated assets with foreign-denominated liabilities and by entering into foreign exchange contracts. We also have foreign-denominated expenses, including interest charges, which largely offset our foreign-denominated revenues. Net Interest Expense Net interest expense for 2015 is expected to be lower than in 2014 due to lower debt levels and higher capitalized interest. However, changes in interest rates and in the value of the Canadian dollar relative to the U.S. dollar can affect the amount of net interest expense incurred. Liquidity and Capital Resources We expect to maintain adequate available liquidity under our committed credit facilities. Income Taxes The effective tax rate on earnings, excluding non-comparable items for 2015, is expected to be approximately 17 to 22 per cent, which is lower than the statutory tax rate of 25 per cent, due to changes in the amount of earnings between the jurisdictions in which pre-tax income is earned and the effect of certain deductions that do not fluctuate with earnings. Capital Our major projects are focused on sustaining our current operations and supporting our growth strategy. Growth and Major Project Capital A summary of the significant growth and major projects that are in progress is outlined below: Total Project 2015 Estimated spend Spent to date1 Estimated spend Target completion date Details Project South Hedland Power Station2 Australia natural gas pipeline3 Transmission Hydro life extension 562 100 13 19 69 77 2 19 183 23 Q2 2017 150 MW combined cycle power plant Q1 2015 270 kilometre pipeline to supply natural gas to our Solomon power station in Western Australia 11 Q2 2015 Regulated transmission that receives – Q4 2014 a return on investment Generator replacement and turbine runner improvements to extend the life of selected plants Total 694 167 217 Based on an assessment of the nature of prospective hydro life extension projects, beginning in 2015, the costs incurred for the hydro life extension are classified as sustaining capital. 1 Represents amounts spent as of Dec. 31, 2014. 2 Estimated project spend is AUD$570 million. Total estimated project spend is stated in CAD$ and includes estimated capitalized interest costs. The total estimated project spend may change due to fluctuations in foreign exchange rates. 3 Includes certain natural gas conversion costs at the Solomon power station that will be recognized as a finance lease receivable. The total estimated project spend may change due to fluctuations in foreign exchange rates. 56 TransAlta Corporation | 2014 Annual Report Management’s Discussion and Analysis Sustaining and Productivity Capital A significant portion of our sustaining and productivity capital is planned major maintenance, which includes inspection, repair and maintenance of existing components, and the replacement of existing components. Planned major maintenance costs are capitalized as part of PP&E and are amortized on a straight-line basis over the term until the next major maintenance event. It excludes amounts for day-to-day routine maintenance, unplanned maintenance activities, and minor inspections and overhauls, which are expensed as incurred. Our estimate for total sustaining and productivity capital is allocated among the following: Category Routine capital1 Description Capital required to maintain our existing generating capacity Planned major maintenance Regularly scheduled major maintenance Mining capital Finance leases Total sustaining capital excluding flood-recovery capital Flood-recovery capital Total sustaining capital Productivity capital Total sustaining and productivity capital Capital related to mining equipment and land purchases Payments related to mining equipment under finance leases Capital arising from the 2013 Alberta flood Projects to improve power production efficiency and corporate improvement initiatives Spent in 2014 Expected spend in 2015 116 162 45 10 333 9 342 14 356 100-110 180-190 20-25 10-15 310-340 25-30 335-370 5-10 340-380 We continue to anticipate that most flood-recovery capital expenditures will be recovered from third parties. Lost production as a result of planned major maintenance, excluding U.S. Coal planned major maintenance which is scheduled during a period of economic dispatching, is estimated as follows for 2015: GWh lost Coal 1,094-1,104 Gas and Renewables 220-230 Total 1,314-1,334 Financing Financing for these capital expenditures is expected to be provided by cash flow from operating activities, existing borrowing capacity, dividends reinvested, asset sales to TransAlta Renewables, and capital markets. The funds required for committed growth, sustaining capital, and productivity projects are not expected to be significantly impacted by the current economic environment due to the highly contracted nature of our cash flows, our financial position, and the amount of capital available to us under existing committed credit facilities. 1 Does not include hydro life extension costs of $19 million in 2014. In 2015, includes estimated hydro life extension costs of $17 million. 57 TransAlta Corporation | 2014 Annual Report Management’s Discussion and Analysis Risk Management Our business activities expose us to a variety of risks including, but not limited to, increased regulatory changes, rapidly changing market dynamics, and increased volatility in our key commodity markets. Our goal is to manage these risks so that we are reasonably protected from an unacceptable level of risk or financial exposure while still enabling business development. We use a multilevel risk management oversight structure to manage the risks arising from our business activities, the markets in which we operate, and the political environments and structures with which we interface. The responsibilities of various stakeholders of our risk management oversight structure are described below: The Board of Directors provides stewardship of the Corporation; ensures that the Corporation establishes policies and procedures for the identification, assessment, and management of principal risks and risk appetite; and receives an annual comprehensive Enterprise Risk Management (“ERM”) review. The ERM review consists of a holistic view of the Corporation’s inherent risks, how we mitigate these risks, and residual risks. It defines our risks, discusses who is responsible to manage each risk, examines how the risks are interrelated with each other, and identifies the applicable risk metrics. The Audit and Risk Committee (“ARC”), established by the Board of Directors, provides assistance to the Board of Directors in fulfilling its oversight responsibility relating to the integrity of our financial statements and the financial reporting process; the systems of internal accounting and financial controls; the internal audit function; the external auditors’ qualifications and terms and conditions of appointment, including remuneration; independence; performance and reports; and the legal and risk compliance programs as established by management and the Board of Directors. The ARC approves our Commodity and Financial Exposure Management policies and reviews quarterly ERM reporting. The Chief Executive Officer and the Executive Vice-Presidents review key risks at least quarterly. Weekly or monthly specific Trading Risk Management meetings are held by the Vice-President Risk, Vice-President Trading, Executive Vice-President Energy Marketing, and Chief Financial Officer. The Technical Risk and Commercial Team (“TRACT”) is a committee chaired by the Vice-President, Engineering, Environment, and Construction Services, and is comprised of our financial and operations directors. It reviews major projects and commercial agreements at various stages through development, prior to submission for approval by the Investment Committee and the Board of Directors. The Investment Committee is chaired by our Chief Financial Officer and is comprised of the Chief Executive Officer, Chief Financial Officer, Chief Legal and Compliance Officer, Chief Investment Officer, and Executive Vice-President Corporate Services. It reviews and approves all major capital expenditures including growth, productivity, life extensions, and major coal outages. Projects that are approved by the committee will then be put forward for approval by the Board of Directors. 58 TransAlta Corporation | 2014 Annual Report Management’s Discussion and Analysis Risk Controls Our risk controls have several key components: Enterprise Tone We strive to foster beliefs and actions that are true to and respectful of our many stakeholders. We do this by investing in communities where we live and work, operating and growing sustainably, putting safety first, and being responsible to the many groups and individuals with whom we work. Policies We maintain a comprehensive set of enterprise-wide policies. These policies establish delegated authorities and limits for business transactions, as well as allow for an exception approval process. Periodic reviews and audits are performed to ensure compliance with these policies. All employees and directors are required to sign a corporate code of conduct on an annual basis. Reporting On a regular basis, residual risk exposures are reported to key decision makers including the Board of Directors, senior management, and the Risk Management Committee (“RMC”). Reporting to the RMC includes analysis of new risks, monitoring of status to risk limits, review of events that can affect these risks, and discussion and status of actions to minimize risks. This quarterly reporting provides for effective and timely risk management and oversight. Whistleblower System We have a system in place where employees, shareholders, or other stakeholders may anonymously report any potential ethical concerns. These concerns can be submitted anonymously, either directly to the ARC or to the Director, Internal Audit, who engages Corporate Security, Legal, and Human Resources in determining the appropriate course of action. These concerns and any actions taken are discussed with the chair of the ARC. Value at Risk and Trading Positions Value at risk (“VaR”) is one of the primary measures used to manage our exposure to market risk resulting from commodity risk management activities. VaR is calculated and reported on a daily basis. This metric describes the potential change in the value of our trading portfolio over a three-day period within a 95 per cent confidence level, resulting from normal market fluctuations. VaR is a commonly used metric that is employed by industry to track the risk in commodity risk management positions and portfolios. Two common methodologies for estimating VaR are the historical variance/covariance and Monte Carlo approaches. We estimate VaR using the historical variance/covariance approach. An inherent limitation of historical variance/covariance VaR is that historical information used in the estimate may not be indicative of future market risk. Stress tests are performed periodically to measure the financial impact to the trading portfolio resulting from potential market events, including fluctuations in market prices, volatilities of those prices, and the relationships between those prices. We also employ additional risk mitigation measures. VaR at Dec. 31, 2014 associated with our proprietary commodity risk management activities was $5 million (2013 – $2 million). The increase is attributable to higher volatility levels around Dec. 31, 2014 than Dec. 31, 2013. Refer to the Commodity Price Risk section of this MD&A for further discussion. 59 TransAlta Corporation | 2014 Annual Report Management’s Discussion and Analysis Risk Factors Risk is an inherent factor of doing business. The following section addresses some, but not all, risk factors that could affect our future results and our activities in mitigating those risks. These risks do not occur in isolation, but must be considered in conjunction with each other. For some risk factors we show the after-tax effect on net earnings of changes in certain key variables. The analysis is based on business conditions and production volumes in 2014. Each item in the sensitivity analysis assumes all other potential variables are held constant. While these sensitivities are applicable to the period and the magnitude of changes on which they are based, they may not be applicable in other periods, under other economic circumstances, or for a greater magnitude of changes. The changes in rates should also not be assumed to be proportionate to earnings in all instances. Volume Risk Volume risk relates to the variances from our expected production. For example, the financial performance of our Hydro and Wind operations are partially dependent upon the availability of their input resources in a given year. Where we are unable to produce sufficient quantities of output in relation to contractually specified volumes, we may be required to pay penalties or purchase replacement power in the market. We manage volume risk by: • actively managing our assets and their condition through the Generation Segment and Capital and Asset Reporting group in order to be proactive in plant maintenance so that our plants are available to produce when required, • monitoring water resources throughout Alberta to the best of our ability and optimizing this resource against real-time electricity market opportunities, • placing our wind facilities in locations that we believe to have adequate resources to generate electricity to meet the requirements of our contracts. However, we cannot guarantee that these resources will be available when we need them or in the quantities that we require, and • diversifying our fuels and geography as one way of mitigating regional or fuel-specific events. The sensitivities of volumes to our net earnings are shown below: Factor Availability/production Increase or decrease (%) Approximate impact on net earnings 1 22 Generation Equipment and Technology Risk There is a risk of equipment failure due to wear and tear, latent defect, design error or operator error, among other things, which could have a material adverse effect on the Corporation. Although our generation facilities have generally operated in accordance with expectations, there can be no assurance that they will continue to do so. Our plants are exposed to operational risks such as failures due to cyclic, thermal, and corrosion damage in boilers, generators, and turbines, and other issues that can lead to outages and increased volume risk. If plants do not meet availability or production targets specified in their PPA or other long-term contracts, we may be required to compensate the purchaser for the loss in the availability of production or record reduced energy or capacity payments. For merchant facilities, an outage can result in lost merchant opportunities. Therefore, an extended outage could have a material adverse effect on our business, financial condition, results of operations, or our cash flows. As well, we are exposed to procurement risk for specialized parts that may have long lead times. If we are unable to procure these parts when they are needed for maintenance activities, we could face an extended period where our equipment is unavailable to produce electricity. During 2013, the original equipment manufacturer for the generators at Sundance Units 3 to 6 revised the operating criteria for the units such that they would no longer be able to produce the same amount of leading reactive power (“MVAR”) at current active power output levels. Reactive power refers to the voltage support that is required to make electrical systems like the Alberta Interconnected Electric System function and deliver power through transmission lines. More recently, equipment studies have been completed which have led to the original equipment manufacturer revising the capability curves such that the constraint for operations at high leading power factors has been relaxed. We are in the process of adjusting our plant settings to reflect the revised curves. We are also assessing compliance of uprated units with the AESO’s proposed new MVAR standards. 60 TransAlta Corporation | 2014 Annual Report Management’s Discussion and Analysis We manage our generation equipment and technology risk by: • operating our generating facilities within defined and proven operating standards that are designed to maximize the availability of our generating facilities for the longest period of time, • performing preventative maintenance on a regular basis, • adhering to a comprehensive plant maintenance program and regular turnaround schedules, • adjusting maintenance plans by facility to reflect the equipment type and age, • having sufficient business interruption coverage in place in the event of an extended outage, • having force majeure clauses in our thermal and other PPAs and other long-term contracts, • using technology in our generating facilities that is selected and maintained with the goal of maximizing the return on those assets, • monitoring technological advances and evaluating their impact upon our existing generating fleet and related maintenance programs, • negotiating strategic supply agreements with selected vendors to ensure key components are available in the event of a significant outage, • entering into long-term arrangements with our strategic supply partners to ensure availability of critical spare parts, and • developing a long-term asset management strategy with the objective of maximizing the life cycles of our existing facilities and/or replacement of selected generating assets. Commodity Price Risk We have exposure to movements in certain commodity prices, including the market price of electricity and fuels used to produce electricity in both our electricity generation and proprietary trading businesses. We manage the financial exposure associated with fluctuations in electricity price risk by: • entering into long-term contracts that specify the price at which electricity, steam, and other services are provided, • maintaining a portfolio of short-, medium-, and long-term contracts to mitigate our exposure to short-term fluctuations in commodity prices, • purchasing natural gas coincident with production for merchant plants so spot market spark spreads are adequate to produce and sell electricity at a profit, and • ensuring limits and controls are in place for our proprietary trading activities. In 2014, we had approximately 90 per cent (2013 – 90 per cent) of production under short-term and long-term contracts and hedges. In the event of a planned or unplanned plant outage or other similar event, however, we are exposed to changes in electricity prices on purchases of electricity from the market to fulfill our supply obligations under these short- and long-term contracts. We manage the financial exposure to fluctuations in the costs of fuels used in production by: • entering into long-term contracts that specify the price at which fuel is to be supplied to our plants, • hedging emissions costs by entering into various emission trading arrangements, and • selectively using hedges, where available, to set prices for fuel. In 2014, 68 per cent (2013 – 64 per cent) of our cost of gas used in generating electricity was contractually fixed or passed through to our customers and 100 per cent (2013 – 100 per cent) of our purchased coal costs were contractually fixed. The sensitivities of price changes to our net earnings, assuming production consistent with 2014 and applying the contractual profile in place at Dec. 31, 2014 for 2015, are shown below: Factor Electricity price – Canada Electricity price – U.S. Natural gas price Increase or decrease $1.00/MWh U.S.$1.00/MWh $0.10/GJ Approximate impact on net earnings and cash flow 3 2 1 Actual variations in net earnings can vary from calculated sensitivities and may not be linear due to optimization opportunities, co-dependencies and cost mitigations, production, availability, and other factors. 61 TransAlta Corporation | 2014 Annual Report Management’s Discussion and Analysis Fuel Supply Risk We buy natural gas and some of our coal to supply the fuel needed to operate our facilities. Having sufficient fuel available when required for generation is essential to maintaining our ability to produce electricity under contracts and for merchant sale opportunities. At our coal-fired plants, input costs, such as diesel, tires, the price and availability of mining equipment, the volume of overburden removed to access coal reserves, rail rates, and the location of mining operations relative to the power plants are some of the exposures in our mining operations. Additionally, the ability of the mines to deliver coal to the power plants can be impacted by weather conditions and labour relations. At U.S. Coal, interruptions at our suppliers’ mines and the availability of trains to deliver coal could affect our ability to generate electricity. We manage coal supply risk by: • ensuring that the majority of the coal used in electrical generation is from reserves permitted through coal rights we have purchased or for which have long-term supply contracts, thereby limiting our exposure to fluctuations in the supply of coal from third parties. All of the coal used in generating activities in Alberta is from reserves permitted through coal rights we have purchased. The coal used in generating activities in U.S. Coal is secured through long-term supply contracts, • using longer-term mining plans to ensure the optimal supply of coal from our mines, • sourcing the majority of the coal used at U.S. Coal under a mix of short-, medium-, and long-term contracts and from multiple mine sources to ensure sufficient coal is available at a competitive cost, • contracting sufficient trains to deliver the coal requirements at U.S. Coal, • ensuring coal inventories on hand at Canadian Coal and U.S. Coal are at appropriate levels for usage requirements, • ensuring efficient coal handling and storage facilities are in place so that the coal being delivered can be processed in a timely and efficient manner, • monitoring and maintaining coal specifications, carefully matching the specifications mined with the requirements of our plants, and • hedging diesel exposure in mining and transportation costs. We believe adequate supplies of natural gas at reasonable prices will be available for plants when existing supply contracts expire. Environmental Risk Environmental risks are risks to our business associated with existing and/or changes in environmental regulations. New emission reduction objectives for the power sector are being established by governments in Canada and the U.S. We anticipate continued and growing scrutiny by investors relating to sustainability performance. These changes to regulations may affect our earnings by imposing additional costs on the generation of electricity, such as emission caps, requiring additional capital investments in emission capture technology, or requiring us to invest in offset credits. It is anticipated that these compliance costs will increase due to increased political and public attention to environmental concerns. We manage environmental risk by: • seeking continuous improvement in numerous performance metrics such as emissions, safety, land and water impacts, and environmental incidents, • having an International Organization for Standardization and Occupational Health and Safety Assessment Series-based environmental health and safety management system in place that is designed to continuously improve performance, • committing significant experienced resources to work with regulators in Canada and the U.S. to advocate that regulatory changes are well designed and cost effective, • developing compliance plans that address how to meet or exceed emission standards for GHGs, mercury, SO2, and NOx, which will be adjusted as regulations are finalized, • purchasing emission reduction offsets, • • investing in renewable energy projects, such as wind and hydro generation, investing in clean coal technology development, which potentially provides long-term promise for large emission reductions from fossil-fuel-fired generation, and incorporating change in law provisions in contracts that allow recovery of certain compliance costs from our customers. • We strive to be in compliance with all environmental regulations relating to operations and facilities. Compliance with both regulatory requirements and management system standards is regularly audited through our performance assurance policy and results are reported quarterly to the Governance and Environment Committee. We are a founder of the Canadian Clean Power Coalition dedicated to developing clean combustion technologies, which in turn will mitigate the environmental and financial risks associated with continued fossil fuel use for power generation. 62 TransAlta Corporation | 2014 Annual Report Management’s Discussion and Analysis Credit Risk Credit risk is the risk to our business associated with changes in the creditworthiness of entities with which we have commercial exposures. This risk results from the ability of a counterparty to either fulfill its financial or performance obligations to us or where we have made a payment in advance of the delivery of a product or service. The inability to collect cash due to us or to receive products or services may have an adverse impact upon our net earnings and cash flows. We manage our exposure to credit risk by: • establishing and adhering to policies that define credit limits based on the creditworthiness of counterparties, contract term limits, and the credit concentration with any specific counterparty, • requiring formal sign-off on contracts that include commercial, financial, legal, and operational reviews, • requiring security instruments, such as parental guarantees, letters of credit, and cash collateral that can be collected if a counterparty fails to fulfill its obligation or goes over its limits, and • reporting our exposure using a variety of methods that allow key decision makers to assess credit exposure by counterparty. This reporting allows us to assess credit limits for counterparties and the mix of counterparties based on their credit ratings. If established credit exposure limits are exceeded, we take steps to reduce this exposure, such as requesting collateral, if applicable, or by halting commercial activities with the affected counterparty. However, there can be no assurances that we will be successful in avoiding losses as a result of a contract counterparty not meeting its obligations. Our credit risk management profile and practices have not changed materially from Dec. 31, 2013. We had no material counterparty losses in 2014, and we are exposed to minimal credit risk for Alberta PPAs because under the terms of these arrangements, receivables are substantially all secured by letters of credit. We continue to keep a close watch on changes and trends in the market and the impact these changes could have on our commodity risk management and hedging activities, and will take appropriate actions as required, although no assurance can be given that we will always be successful. A summary of our credit exposure for our commodity risk management and hedging activities at Dec. 31, 2014 is provided below: Counterparty credit rating Investment grade Non-investment grade No external rating, internally rated as investment grade No external rating, internally rated as non-investment grade Net exposure amount 718 2 23 4 The maximum credit exposure to any one customer for commodity trading operations, including the fair value of open trading positions, is $29 million (2013 – $23 million). 63 TransAlta Corporation | 2014 Annual Report Management’s Discussion and Analysis Currency Rate Risk We have exposure to various currencies as a result of our investments and operations in foreign jurisdictions, the earnings from those operations, the acquisition of equipment and services and foreign-denominated commodities from foreign suppliers, and our U.S.-denominated debt. Our exposures are primarily to the U.S. and Australian currencies. Changes in the values of these currencies in relation to the Canadian dollar may affect our earnings or the value of our foreign investments to the extent that these positions or cash flows are not hedged or the hedges are ineffective. We manage our currency rate risk by establishing and adhering to policies that include: • hedging our net investments in foreign operations using a combination of foreign-denominated debt and financial instruments. Our strategy is to offset 90 to 100 per cent of all such foreign currency exposures. At Dec. 31, 2014, we have hedged approximately 95 per cent (2013 – 99 per cent) of our foreign currency net investment exposure, which we define to exclude net U.S. risk management assets, • offsetting earnings from our foreign operations as much as possible by using expenditures denominated in the same foreign currencies and financial instruments to hedge the balance of this exposure, and • entering into forward foreign exchange contracts to hedge future foreign-denominated receipts and expenditures, and all U.S.-denominated debt outside of our net investment portfolio. The sensitivity of our net earnings to changes in foreign exchange rates has been prepared using management’s assessment that an average four cent increase or decrease in the U.S. or Australian currencies relative to the Canadian dollar is a reasonable potential change over the next quarter, and is shown below: Factor Exchange rate Increase or decrease $0.04 Approximate impact on net earnings 2 Creditworthiness and Liquidity Risk Liquidity risk relates to our ability to access capital to be used for commodity risk management activities, commodity hedging, capital projects, debt refinancing, and general corporate purposes. Investment grade credit ratings support these activities and provide a more reliable and cost-effective means to access capital markets through commodity and credit cycles. We are focused on strengthening our financial position and maintaining stable investment grade credit ratings as our ability to efficiently access capital markets funding on a cost-effective basis is partially dependent upon the maintenance of satisfactory credit ratings. There can be no assurance that TransAlta’s credit ratings and the corresponding outlook will not be changed, potentially resulting in adverse consequences for funding capacity, liquidity and access to capital markets. Changes in credit ratings may also affect the ability and/or the cost of establishing normal course derivative or hedging transactions undertaken by our Energy Marketing Segment. Credit ratings do not consider market price or address the suitability of any financial instrument for a particular investor and are not recommendations to purchase, sell or hold securities. Credit ratings are subject to revision or withdrawal at any time by the rating organization. Credit ratings issued for TransAlta, as well as the corresponding rating agency outlook, are set out in the Strategy and Capability to Deliver Results – Financial Strategy section of this MD&A. Counterparties enter into certain electricity and natural gas purchase and sale contracts for the purposes of asset-backed sales and proprietary trading. The terms and conditions of these contracts require the counterparties to provide collateral when the fair value of the obligation pursuant to these contracts is in excess of any credit limits granted. Downgrades in creditworthiness by certain credit rating agencies may decrease the credit limits granted and accordingly increase the amount of collateral that may have to be provided. We manage liquidity risk by: • monitoring liquidity on trading positions, • preparing and revising longer-term financing plans to reflect changes in business plans and the market availability of capital, • reporting liquidity risk exposure for commodity risk management activities on a regular basis to the RMC, senior management, and the ARC, • maintaining investment grade credit ratings, and • maintaining sufficient undrawn committed credit lines to support potential liquidity requirements. 64 TransAlta Corporation | 2014 Annual Report Management’s Discussion and Analysis Interest Rate Risk Changes in interest rates can impact our borrowing costs while the opposite impact will be seen on the capacity revenues we receive from our Alberta PPA plants. Changes in our cost of capital may also affect the feasibility of new growth initiatives. We manage interest rate risk by establishing and adhering to policies that include: • employing a combination of fixed and floating rate debt instruments, and • monitoring the mixture of floating and fixed rate debt and adjusting where necessary to ensure a continued efficient mixture of these types of debt. At Dec. 31, 2014, approximately four per cent (2013 – 21 per cent) of our total debt portfolio was subject to changes in floating interest rates through a combination of floating rate debt and interest rate swaps. The sensitivity of changes in interest rates upon our net earnings is shown below: Factor Interest rate Increase or decrease (%) 0.25 Approximate impact on net earnings1 – Project Management Risk On capital projects, we face risks associated with cost overruns, delays, and performance. We manage project risks by: • ensuring all projects are vetted by the TRACT Committee so that projects have been highly scrutinized to see that established processes and policies are followed, risks have been properly identified and quantified, input assumptions are reasonable, and returns are realistically forecasted prior to senior management and Board of Directors approvals, • using consistent and disciplined project management methodology and processes, • performing detailed analysis of project economics prior to construction or acquisition and by determining our asset contracting strategy to ensure the right mix of contracted and merchant capacity prior to commencement of construction, • partnering with those who have previously been able to deliver projects economically and on budget, • developing and following through with comprehensive plans that include critical paths identified, key delivery points, and backup plans, • managing project closeouts so that any learnings from the project are incorporated into the next significant project, • fixing the price and availability of the equipment, foreign currency rates, warranties, and source agreements as much as is economically feasible prior to proceeding with the project, and • entering into labour agreements to provide security around cost and productivity. 1 A 0.25 per cent change in interest rates applied to our variable rate debt would not result in a material impact on net earnings. Based on our variable rate debt at Dec. 31, 2014, a 0.75 per cent change in interest rates would be required to have a $1 million impact on net earnings. 65 TransAlta Corporation | 2014 Annual Report Management’s Discussion and Analysis Human Resource Risk Human resource risk relates to the potential impact upon our business as a result of changes in the workplace. Human resource risk can occur in several ways: • potential disruption as a result of labour action at our generating facilities, • reduced productivity due to turnover in positions, • • failure to maintain fair compensation with respect to market rate changes, and • reduced competencies due to insufficient training, failure to transfer knowledge from existing employees, or insufficient inability to complete critical work due to vacant positions, expertise within current employees. We manage this risk by: • monitoring industry compensation and aligning salaries with those benchmarks, • using incentive pay to align employee goals with corporate goals, • monitoring and managing target levels of employee turnover, and • ensuring new employees have the appropriate training and qualifications to perform their jobs. In 2014, 54 per cent (2013 – 54 per cent) of our labour force was covered by 12 (2013 – 12) collective bargaining agreements. In 2014, four (2013 – five) agreements were renegotiated. We anticipate the successful negotiation of three collective agreements in 2015. Regulatory and Political Risk Regulatory and political risk describes the risk to our business associated with potential changes to the existing regulatory structures and the political influence upon those structures. This risk can come from market re-regulation, increased oversight and control, structural or design changes in markets, or other unforeseen influences. Market rules are often dynamic and we are not able to predict whether there will be any material changes in the regulatory environment or the ultimate effect of changes in the regulatory environment on our business. We manage these risks systematically through our Legal and Regulatory Compliance programs, which are reviewed periodically to ensure its effectiveness, as well as through our Government Relations team. We work with governments, regulators, electric system operators, and other stakeholders to resolve issues as they arise. We are actively monitoring changes to market rules and market design, and we engage in market-sponsored stakeholder engagement processes. Through these and other avenues, we engage in advocacy and policy discussions at a variety of levels. These stakeholder negotiations have allowed us to engage in proactive discussions with governments over the longer term. International investments are subject to unique risks and uncertainties relating to the political, social, and economic structures of the respective country and such country’s regulatory regime. We mitigate this risk through the use of non-recourse financing and insurance. Transmission Risk Access to transmission lines and transmission capacity for existing and new generation are key in our ability to deliver energy produced at our power plants to our customers. The risks associated with the aging existing transmission infrastructure in Alberta, Ontario, and the Pacific Northwest continue to increase because new connections to the power system are consuming transmission capacity quicker than it is being added by new transmission developments. 66 TransAlta Corporation | 2014 Annual Report Management’s Discussion and Analysis Reputation Risk Our reputation is one of our most valued assets. Reputation risk relates to the risk associated with our business because of changes in opinion from the general public, private stakeholders, governments, and other entities. We manage reputation risk by: • striving as a neighbour and business partner in the regions where we operate to build viable relationships based on mutual understanding leading to workable solutions with our neighbours and other community stakeholders, • clearly communicating our business objectives and priorities to a variety of stakeholders on a routine basis, • maintaining positive relationships with various levels of government, • pursuing sustainable development as a longer-term corporate strategy, • ensuring that each business decision is made with integrity and in line with our corporate values, • communicating the impact and rationale of business decisions to stakeholders in a timely manner, and • maintaining strong corporate values that support reputation risk management initiatives. Corporate Structure Risk We conduct a significant amount of business through subsidiaries and partnerships. Our ability to meet and service debt obligations is dependent upon the results of operations of our subsidiaries and the payment of funds by our subsidiaries in the form of distributions, loans, dividends, or otherwise. In addition, our subsidiaries may be subject to statutory or contractual restrictions that limit their ability to distribute cash to us. General Economic Conditions Changes in general economic conditions impact product demand, revenue, operating costs, the timing and extent of capital expenditures, the net recoverable value of PP&E, financing costs, credit and liquidity risk, and counterparty risk. Income Taxes Our operations are complex and located in several countries. The computation of the provision for income taxes involves tax interpretations, regulations, and legislation that are continually changing. Our tax filings are subject to audit by taxation authorities. Management believes that it has adequately provided for income taxes as required by IFRS, based on all information currently available. The sensitivity of changes in income tax rates upon our net earnings is shown below: Factor Tax rate Increase or decrease (%) Approximate impact on net earnings 1 2 The effective tax rate on comparable earnings before income taxes, equity income, and other items for 2014 was 21 per cent. The effective income tax rate can change depending on the mix of earnings from various countries and certain deductions that do not fluctuate with earnings. Legal Contingencies We are occasionally named as a party in various claims and legal proceedings that arise during the normal course of our business. We review each of these claims, including the nature of the claim, the amount in dispute or claimed, and the availability of insurance coverage. There can be no assurance that any particular claim will be resolved in our favour or that such claims may not have a material adverse effect on us. Other Contingencies We maintain a level of insurance coverage deemed appropriate by management. There were no significant changes to our insurance coverage during renewal of the insurance policies on December 31. Our insurance coverage may not be available in the future on commercially reasonable terms. There can be no assurance that our insurance coverage will be fully adequate to compensate for potential losses incurred. In the event of a significant economic event, the insurers may not be capable of fully paying all claims. 67 TransAlta Corporation | 2014 Annual Report Management’s Discussion and Analysis Critical Accounting Policies and Estimates The selection and application of accounting policies is an important process that has developed as our business activities have evolved and as accounting rules and guidance have changed. Accounting rules generally do not involve a selection among alternatives, but involve an implementation and interpretation of existing rules and the use of judgment relative to the circumstances existing in the business. Every effort is made to comply with all applicable rules on or before the effective date, and we believe the proper implementation and consistent application of accounting rules is critical. However, not all situations are specifically addressed in the accounting literature. In these cases, our best judgment is used to adopt a policy for accounting for these situations. We draw analogies to similar situations and the accounting guidelines governing them, consider foreign accounting standards, and consult with our independent auditors about the appropriate interpretation and application of these policies. Each of the critical accounting policies involves complex situations and a high degree of judgment either in the application and interpretation of existing literature or in the development of estimates that impact our consolidated financial statements. Our significant accounting policies are described in Note 2 to our audited consolidated financial statements within this Annual Report. The most critical of these policies are those related to revenue recognition, financial instruments, valuation of PP&E and associated contracts, project development costs, useful life of PP&E, valuation of goodwill, leases, income taxes, employee future benefits, decommissioning and restoration provisions, and other provisions. Each policy involves a number of estimates and assumptions to be made about matters that are uncertain at the time the estimate is made. Different estimates, with respect to key variables used for the calculations, or changes to estimates, could potentially have a material impact on our financial position or results of operations. We have discussed the development and selection of these critical accounting estimates with our ARC and our independent auditors. The ARC has reviewed and approved our disclosure relating to critical accounting estimates in this MD&A. These critical accounting estimates are described as follows: Revenue Recognition The majority of our revenues are derived from the sale of physical power, leasing of power facilities, and from commodity risk management activities. Revenues under long-term electricity and thermal sales contracts generally include one or more of the following components: fixed capacity payments for availability, energy payments for generation of electricity, incentives or penalties for exceeding or not meeting availability targets, excess energy payments for power generation above committed capacity, and ancillary services. Each of these components is recognized upon output, delivery, or satisfaction of contractually specific targets. Revenues from non-contracted capacity are comprised of energy payments, at market prices, for each MWh produced and are recognized upon delivery. In certain situations, a long-term electricity or thermal sales contract may contain, or be considered, a lease. Where the terms and conditions of the contract result in the customer assuming the principal risks and rewards of ownership of the underlying asset, the contractual arrangement is considered a finance lease, which results in the recognition of finance lease income. Where we retain the principal risks and rewards, the contractual arrangement is an operating lease. Rental income, including contingent rents where applicable, is recognized over the term of the contract. Revenues associated with non-lease elements are recognized as goods or services revenues as outlined above. Commodity risk management activities involve the use of derivatives such as physical and financial swaps, forward sales contracts, and futures contracts and options, to earn trading revenues and to gain market information. These derivatives are accounted for using fair value accounting when hedge accounting is not applied. The initial recognition of fair value and subsequent changes in fair value affect reported earnings in the period the change occurs. The fair values of instruments that remain open at the end of a reporting period represent unrealized gains or losses and are presented on the Consolidated Statements of Financial Position as risk management assets or liabilities. The determination of the fair value of commodity risk management contracts and derivative instruments is complex and relies on judgments concerning future prices, volatility, and liquidity, among other factors. Some of our derivatives are not traded on an active exchange or extend beyond the time period for which exchange-based quotes are available, requiring us to use internal valuation techniques or models. 68 TransAlta Corporation | 2014 Annual Report Management’s Discussion and Analysis Financial Instruments The fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair values can be determined by reference to prices for instruments in active markets to which we have access. In the absence of an active market, we determine fair values based on valuation models or by reference to other similar products in active markets. Fair values determined using valuation models require the use of assumptions. In determining those assumptions, we look primarily to external readily observable market inputs. However, if not available, we use inputs that are not based on observable market data. Level Determinations and Classifications The Level I, II, and III classifications in the fair value hierarchy utilized by the Corporation are defined below. The fair value measurement of a financial instrument is included in only one of the three levels, the determination of which is based on the lowest level input that is significant to the derivation of the fair value. Level I Fair values are determined using inputs that are quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access. In determining Level I fair values, we use quoted prices for identically traded commodities obtained from active exchanges such as the New York Mercantile Exchange. Level II Fair values are determined, directly or indirectly, using inputs that are observable for the asset or liability. Fair values falling within the Level II category are determined through the use of quoted prices in active markets, which in some cases are adjusted for factors specific to the asset or liability, such as basis, credit valuation, and location differentials. Our commodity risk management Level II financial instruments include over-the-counter derivatives with values based on observable commodity futures curves and derivatives with inputs validated by broker quotes or other publicly available market data providers. Level II fair values are also determined using valuation techniques, such as option pricing models and regression or extrapolation formulas, where the inputs are readily observable, including commodity prices for similar assets or liabilities in active markets, and implied volatilities for options. In determining Level II fair values of other risk management assets and liabilities, we use observable inputs other than unadjusted quoted prices that are observable for the asset or liability, such as interest rate yield curves and currency rates. For certain financial instruments where insufficient trading volume or lack of recent trades exists, we rely on similar interest or currency rate inputs and other third-party information such as credit spreads. Level III Fair values are determined using inputs for the asset or liability that are not readily observable. We may enter into commodity transactions for which market-observable data is not available. In these cases, Level III fair values are determined using valuation techniques such as the Black-Scholes, mark-to-forecast, and historical bootstrap models with inputs that are based on historical data such as unit availability, transmission congestion, demand profiles for individual non-standard deals and structured products, and/or volatilities and correlations between products derived from historical prices. We also have various contracts with terms that extend beyond a liquid trading period. As forward market prices are not available for the full period of these contracts, the value of these contracts is derived by reference to a forecast that is based on a combination of external and internal fundamental modelling, including discounting. As a result, these contracts are classified in Level III. We have a Commodity Exposure Management Policy (the “Policy”), which governs both the commodity transactions undertaken in our proprietary trading business and those undertaken to manage commodity price exposures in our generation business. The Policy defines and specifies the controls and management responsibilities associated with commodity trading activities, as well as the nature and frequency of required reporting of such activities. Methodologies and procedures regarding commodity risk management Level III fair value measurements are determined by our risk management department. Level III fair values are calculated within our energy trading risk management system based on underlying contractual data as well as observable and non-observable inputs. Development of non-observable inputs requires the use of judgment. To ensure reasonability, system-generated Level III fair value measurements are reviewed and validated by the risk management and finance departments. Review occurs formally on a quarterly basis or more frequently if daily review and monitoring procedures identify unexpected changes to fair value or changes to key parameters. 69 TransAlta Corporation | 2014 Annual Report Management’s Discussion and Analysis The effect of using reasonably possible alternative assumptions as inputs to valuation techniques from which the Level III commodity risk management fair values are determined at Dec. 31, 2014 is estimated to be a +/- $120 million (2013 +/- $105 million) impact to the carrying value of the financial instruments. Fair values are stressed for volumes and prices. An amount of +/- $92 million (2013 +/- $87 million) in the stress value stems from a long-dated power sale contract that is designated as a cash flow hedge, while the remaining +/- $28 million (2013 +/- $18 million) accounts for the rest of the portfolio. The variable volumes are stressed up and down one standard deviation from historically available production data. Prices are stressed for longer-term deals where there are no liquid market quotes using various internal and external forecasting sources to establish a high and a low price range. Valuation of PP&E and Associated Contracts As at Dec. 31, 2014, PP&E makes up 74 per cent of our assets, of which 99 per cent relates to the Generation Segment. At the end of each reporting period, we assess whether there is any indication that a PP&E asset is impaired. Impairment exists when the carrying amount of the asset or CGU to which it belongs exceeds its recoverable amount, which is the higher of fair value less costs of disposal and value in use. Factors that could indicate that an impairment exists include: significant underperformance relative to historical or projected operating results; significant changes in the manner in which an asset is used or in our overall business strategy; or significant negative industry or economic trends. In some cases, these events are clear. However, in many cases, a clearly identifiable event indicating possible impairment does not occur. Instead, a series of individually insignificant events occur over a period of time leading to an indication that an asset may be impaired. This can be further complicated in situations where we are not the operator of the facility. Events can occur in these situations that may not be known until a date subsequent to their occurrence. Our operations, the market, and business environment are routinely monitored, and judgments and assessments are made to determine whether an event has occurred that indicates a possible impairment. If such an event has occurred, an estimate is made of the recoverable amount of the PP&E or CGU to which it belongs. Recoverable amount is the higher of an asset’s fair value less costs of disposal and its value in use. Fair value is the price that would be received to sell an asset in an orderly transaction between market participants at the measurement date. In determining fair value less costs of disposal, information about third-party transactions for similar assets is used and if none is available, other valuation techniques, such as discounted cash flows, are used. Value in use is computed using the present value of management’s best estimates of future cash flows based on the current use and present condition of the asset. In estimating either fair value less costs of disposal or value in use using discounted cash flow methods, estimates and assumptions must be made about sales prices, cost of sales, production, fuel consumed, retirement costs, and other related cash inflows and outflows over the life of the facilities, which can range from 30 to 60 years. In developing these assumptions, management uses estimates of contracted and future market prices based on expected market supply and demand in the region in which the plant operates, anticipated production levels, planned and unplanned outages, and transmission capacity or constraints for the remaining life of the facilities. Appropriate discount rates reflecting the risks specific to the asset under review are used in the assessments. These estimates and assumptions are susceptible to change from period to period and actual results can, and often do, differ from the estimates, and can have either a positive or negative impact on the estimate of the impairment charge, and may be material. As a result of our review in 2014 and other specific events, net pre-tax asset impairment reversals of $6 million (2013 – reversals of $18 million) were recorded related to certain facilities. Also, an impairment indicator was identified at our U.S. Coal CGU, but the estimated recoverable amount approximated its carrying amount. Refer to the Asset Impairment Charges and Reversals section of this MD&A for further details. Impairment charges can be reversed in future periods if circumstances improve. No assurances can be given if any reversal will occur or the amount or timing of any such reversal. Project Development Costs Deferred project development costs include external, direct, and incremental costs that are necessary for completing an acquisition or construction project. These costs are recognized in operating expenses until construction of a plant or acquisition of an investment is likely to occur, there is reason to believe that future costs are recoverable, and that efforts will result in future value to us, at which time the costs incurred subsequently are included in PP&E or investments. The appropriateness of capitalization of these costs is evaluated each reporting period, and amounts capitalized for projects no longer probable of occurring are charged to net earnings. 70 TransAlta Corporation | 2014 Annual Report Management’s Discussion and Analysis Useful Life of PP&E Each significant component of an item of PP&E is depreciated over its estimated useful life. A component is a tangible asset that can be separately identified as an asset and is expected to provide a benefit of greater than one year. Estimated useful lives are determined based on current facts and past experience, and take into consideration the anticipated physical life of the asset, existing long-term sales agreements and contracts, current and forecasted demand, the potential for technological obsolescence, and regulations. The useful lives of PP&E and depreciation rates used are reviewed at least annually to ensure they continue to be appropriate. In 2014, depreciation and amortization expense per the Consolidated Statements of Cash Flows was $595 million (2013 – $585 million), of which $56 million (2013 – $58 million) relates to mining equipment and is included in fuel and purchased power. Valuation of Goodwill We evaluate goodwill for impairment at least annually, or more frequently if indicators of impairment exist. If the carrying amount of a CGU or group of CGUs, including goodwill, exceeds the unit’s fair value, the excess represents a goodwill impairment loss. A CGU is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets. Goodwill arose on the acquisitions of the Wyoming wind farm, Canadian Hydro Developers, Inc., Merchant Energy Group of the Americas, Inc., and Vision Quest Windelectric Inc. As at Dec. 31, 2014, this goodwill had a total carrying amount of $462 million (2013 – $460 million). We reviewed the carrying amount of goodwill prior to year-end and determined that the fair values of the related CGUs or groups of CGUs to which goodwill relates, based on estimates of future cash flows, exceeded their carrying amounts, and no goodwill impairments existed. Determining the fair value of the CGUs or group of CGUs is susceptible to changes from period to period as management is required to make assumptions about future cash flows, production and trading volumes, margins, and fuel and operating costs. Had assumptions been made that resulted in fair values of the CGUs or groups of CGUs declining by ten per cent from current levels, there would not have been any impairment of goodwill. Leases In determining whether the Corporation’s PPAs and other long-term electricity and thermal sales contracts contain, or are, leases, management must use judgment in assessing whether the fulfillment of the arrangement is dependent on the use of a specific asset and the arrangement conveys the right to use the asset. For those agreements considered to contain, or be, leases, further judgment is required to determine whether substantially all of the significant risks and rewards of ownership are transferred to the customer or remain with TransAlta, to appropriately account for the agreement as either a finance or operating lease. These judgments can be significant to how we classify amounts related to the arrangement as either PP&E or as a finance lease receivable on the Consolidated Statements of Financial Position, and therefore the value of certain items of revenue and expense is dependent upon such classifications. Income Taxes In accordance with IFRS, we use the liability method of accounting for income taxes. Under the liability method, deferred income tax assets and liabilities are recognized on the differences between the carrying amounts of assets and liabilities and their respective income tax basis. Preparation of the consolidated financial statements involves determining an estimate of, or provision for, income taxes in each of the jurisdictions in which we operate. The process also involves making an estimate of taxes currently payable and taxes expected to be payable or recoverable in future periods, referred to as deferred income taxes. Deferred income taxes result from the effects of temporary differences due to items that are treated differently for tax and accounting purposes. The tax effects of these differences are reflected in the Consolidated Statements of Financial Position as deferred income tax assets and liabilities. An assessment must also be made to determine the likelihood that our future taxable income will be sufficient to permit the recovery of deferred income tax assets. To the extent that such recovery is not probable, deferred income tax assets must be reduced. The reduction of the deferred income tax asset can be reversed if the estimated future taxable income improves. No assurances can be given if any reversal will occur or the amount or timing of any such reversal. Management must exercise judgment in its assessment of continually changing tax interpretations, regulations, and legislation to ensure deferred income tax assets and 71 TransAlta Corporation | 2014 Annual Report Management’s Discussion and Analysis liabilities are complete and fairly presented. Differing assessments and applications than our estimates could materially impact the amount recognized for deferred income tax assets and liabilities. Our tax filings are subject to audit by taxation authorities. The outcome of some audits may change our tax liability, although we believe that we have adequately provided for income taxes in accordance with IFRS based on all information currently available. The outcome of pending audits is not known nor is the potential impact on the consolidated financial statements determinable. Deferred income tax assets of $45 million (2013 – $118 million) have been recorded on the Consolidated Statements of Financial Position as at Dec. 31, 2014. These assets primarily relate to net operating loss carryforwards. We believe there will be sufficient taxable income that will permit the use of these loss carryforwards in the tax jurisdictions where they exist. Deferred income tax liabilities of $434 million (2013 – $459 million) have been recorded on the Consolidated Statements of Financial Position as at Dec. 31, 2014. These liabilities are comprised primarily of taxes on unrealized gains from risk management transactions and income tax deductions in excess of related depreciation of PP&E. Employee Future Benefits We provide selected pension and post-employment benefits to employees. The cost of providing these benefits is dependent upon many factors that result from actual plan experience and assumptions of future experience. The liabilities for future benefits and associated pension costs included in annual compensation expenses are impacted by employee demographics, including age, compensation levels, employment periods, the level of contributions made to the plans, and earnings on plan assets. Changes to the provisions of the plans may also affect current and future pension costs. Pension costs may also be significantly impacted by changes in key actuarial assumptions, including, for example, the discount rates used in determining the defined benefit obligation and the net interest cost on the net defined benefit liability. The discount rate used to estimate our obligation reflects high-quality corporate fixed income securities currently available and expected to be available during the period to maturity of the pension benefits. The plan assets are comprised primarily of equity and fixed income investments. Fluctuations in the return on plan assets as a result of actual equity market returns and changes in interest rates may result in increased or decreased pension costs in future periods. Decommissioning and Restoration Provisions We recognize decommissioning and restoration provisions for PP&E in the period in which they are incurred if there is a legal or constructive obligation to reclaim the plant or site. The amount recognized as a provision is the best estimate of the expenditures required to settle the provision. Expected values are probability weighted to deal with the risks and uncertainties inherent in the timing and amount of settlement of many decommissioning and restoration provisions. Expected values are discounted at the risk-free interest rate adjusted to reflect the market’s evaluation of our credit standing. As at Dec. 31, 2014, the decommissioning and restoration provisions recorded on the Consolidated Statements of Financial Position were $305 million (2013 – $270 million). We estimate the undiscounted amount of cash flow required to settle the decommissioning and restoration provisions is approximately $1.0 billion, which will be incurred between 2015 and 2072. The majority of these costs will be incurred between 2020 and 2050. Some of the facilities that are co-located with mining operations do not currently have any decommissioning obligations recorded as the obligations associated with the facilities are indeterminate at this time. Sensitivities for the major assumptions are as follows: Factor Discount rate Undiscounted decommissioning and restoration provision Increase or decrease (%) Approximate impact on net earnings 1 10 3 2 Other Provisions Where necessary, we recognize provisions arising from ongoing business activities, such as interpretation and application of contract terms and force majeure claims. These provisions, and subsequent changes thereto, are determined using our best estimate of the outcome of the underlying event and can also be impacted by determinations made by third parties, in compliance with contractual requirements. The actual amount of the provisions that may be required could differ materially from the amount recognized. 72 TransAlta Corporation | 2014 Annual Report Management’s Discussion and Analysis Current Accounting Changes Inception Gains and Losses We restated the Consolidated Statement of Financial Position as at Dec. 31, 2013 to reclassify the inception gains or losses arising from differences between the fair value of a financial instrument at initial recognition (the transaction price) and the amount calculated through a valuation model. These amounts were previously reported as gross contra-risk management assets or liabilities. The adjustment reclassifies them as direct offsets to the value of the derivative contract to which they relate. As a result of the adjustment, long-term risk management assets and long-term risk management liabilities were reduced by $160 million at Dec. 31, 2013. Corresponding adjustments to the Dec. 31, 2012 Consolidated Statement of Financial Position were immaterial. Refer to Note 13(C) in our audited consolidated financial statements as at and for the year ended Dec. 31, 2014 for further information on inception gains and losses. Inventory Writedown During the third quarter of 2014, we restated the Consolidated Statements of Earnings (Loss) for the years ended Dec. 31, 2013 and 2012 to reclassify inventory writedown as a component of fuel and purchased power. These amounts were previously reported as stand-alone components of operating income. The adjustment is intended to better capture within gross margin the generally offsetting effects that changes in future power prices have on mark-to-market gains or losses from economic forward power sale hedges, included in revenue, and on inventory writedown or reversals. As a result of the adjustment, fuel and purchased power for the years ended Dec. 31, 2013 and 2012 increased by $22 million and $44 million, respectively. The inventory writedown for the year ended Dec. 31, 2014 was $19 million. Other Net Operating Income and Losses We restated the Consolidated Statements of Earnings (Loss) for the years ended Dec. 31, 2013 and 2012 to reclassify the losses associated with the California claim, the Sundance Units 1 and 2 return to service, and the assumption of pension obligations, as well as gains from insurance recoveries, as a net other operating income and losses group within operating income. Previously, each item was presented in earnings outside of operating income. We initiated the change as part of our ongoing monitoring of additional IFRS measures. As a result of the change, operating income (loss) for the years ended Dec. 31, 2013 and 2012 decreased by $102 million and $254 million, respectively. Energy Marketing Intersegment Cost Allocation A portion of OM&A costs incurred in the Energy Marketing Segment and the Corporate Segment are allocated to other segments based on an estimate of operating expenses and a percentage of resources dedicated to providing support and services. Segment OM&A costs are comprised of expenses net of intersegment allocations. In prior years, the Energy Marketing intersegment charge and recovery was presented as a distinct line item as a component of operating income (loss). Comparative figures have been reclassified to conform to the current year’s presentation. IAS 32 Financial Instruments: Presentation On Jan. 1, 2014, we adopted the amendments to IAS 32 Financial Instruments: Presentation regarding offsetting financial assets and financial liabilities. There was no impact of adopting the IAS 32 amendments on the audited consolidated financial statements. IAS 36 Impairment of Assets On Jan. 1, 2014, we adopted the amended disclosure requirements of IAS 36 Impairment of Assets. The amended disclosure requirements did not have an impact on the audited consolidated financial statements. Comparative Figures Certain comparative figures have been reclassified to conform to current period’s presentation. These reclassifications did not impact previously reported net earnings. 73 TransAlta Corporation | 2014 Annual Report Management’s Discussion and Analysis Future Accounting Changes Accounting standards that have been previously issued by the IASB but are not yet effective, and have not been applied by the Corporation include: IFRS 9 Financial Instruments In July 2014, on completion of the impairment phase of the project to reform accounting for financial instruments and replace IAS 39 Financial Instruments: Recognition and Measurement, the IASB issued the final version of IFRS 9 Financial Instruments. IFRS 9 includes guidance on the classification and measurement of financial assets and financial liabilities, impairment of financial assets (i.e. recognition of credit losses), and a new hedge accounting model. Under the classification and measurement requirements for financial assets, financials assets must be classified and measured at either amortized cost or at fair value through profit or loss or through OCI, depending on the basis of the entity’s business model for managing the financial asset and the contractual cash flow characteristics of the financial asset. The classification requirements for financial liabilities are unchanged from IAS 39. IFRS 9 requirements address the problem of volatility in net earnings arising from an issuer choosing to measure certain liabilities at fair value and require that the portion of the change in fair value due to changes in the entity’s own credit risk be presented in OCI, rather than within net earnings. The new general hedge accounting model is intended to be simpler and more closely focus on how an entity manages its risks, replaces the IAS 39 effectiveness testing requirements with the principle of an economic relationship, and eliminates the requirement for retrospective assessment of hedge effectiveness. The new requirements for impairment of financial assets introduce an expected loss impairment model that requires more timely recognition of expected credit losses. IAS 39 impairment requirements are based on an incurred loss model where credit losses are not recognized until there is evidence of a trigger event. IFRS 9 is effective for annual periods beginning on or after Jan. 1, 2018 with early application permitted. We are assessing the impact of adopting this standard on our consolidated financial statements. IFRS 15 Revenue from Contracts with Customers In May 2014, the IASB issued IFRS 15 Revenue from Contracts with Customers, which replaces existing revenue recognition guidance with a single comprehensive accounting model. The model specifies that an entity recognizes revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which it expects to be entitled in exchange for those goods or services. IFRS 15 is effective for annual reporting periods beginning on or after Jan. 1, 2017 with early application permitted. We are assessing the impact of adopting this standard on our consolidated financial statements. 74 TransAlta Corporation | 2014 Annual Report Fourth Quarter Consolidated Highlights Three months ended Dec. 31 Revenues Comparable EBITDA1 Net earnings (loss) attributable to common shareholders Comparable net earnings attributable to common shareholders1 Comparable funds from operations1 Cash flow from operating activities Comparable free cash flow1 Net earnings (loss) per share attributable to common shareholders, basic and diluted Comparable net earnings per share1 Comparable funds from operations per share1 Comparable free cash flow per share1 Dividends paid per common share Management’s Discussion and Analysis 2014 718 301 148 46 225 250 104 0.54 0.17 0.82 0.38 0.18 2013 587 242 (66) 1 179 165 61 (0.25) 0.00 0.67 0.23 0.29 Financial Highlights • Comparable EBITDA for the fourth quarter of 2014 increased by $59 million to $301 million compared to the same period in 2013, primarily due to strong availability throughout our generation portfolio, continued improved operational performance at Canadian Coal, lower coal cost at Canadian Coal, and improved year-over-year margins. Lower prices in Alberta negatively impacted revenue from generation in excess of targets at coal PPA facilities as well as revenue from our Wind portfolio in the province. Prices in Alberta averaged $30 per MWh during the fourth quarter of 2014, compared to $49 per MWh in the same period in 2013. Our strategy of being highly contracted and high availability in Canadian Coal generally limited the impacts of lower prices in Alberta. • Higher comparable EBITDA translated into higher comparable FFO for the three months ended Dec. 31, 2014 of $225 million, exceeding comparable FFO for the same period last year by $46 million. • Fourth quarter comparable net earnings attributable to common shareholders was $46 million ($0.17 net earnings per share), up from comparable net earnings of $1 million (nil net earnings per share), due to the increase in comparable EBITDA, partially offset by higher income tax expense. • Reported net earnings attributable to common shareholders was $148 million for the fourth quarter ($0.54 net earnings per share) compared to a net loss of $66 million ($0.25 net loss per share) for the same period in 2013. The differences between comparable and reported net earnings are mainly due to increases in the fair value of de-designated and economic hedges at U.S. Coal and the effects of the California claim in 2013. 1 These items are not defined under IFRS. Presenting these items from period to period provides management and investors with the ability to evaluate earnings trends more readily in comparison with prior periods’ results. Refer to the Comparable Funds from Operations and Comparable Free Cash Flow and Earnings and Other Measures on a Comparable Basis sections of this MD&A for further discussion of these items, including, where applicable, reconciliations to measures calculated in accordance with IFRS. 75 TransAlta Corporation | 2014 Annual Report Management’s Discussion and Analysis Operational Results Three months ended Dec. 31 Availability (%)1 Adjusted availability (%)1 Production (GWh)1 Comparable EBITDA Generation Segment Canadian Coal U.S. Coal Gas Wind Hydro Total Generation Segment Energy Marketing Segment Corporate Segment Total comparable EBITDA 2014 93.2 93.2 2013 91.8 91.8 12,207 12,640 118 19 81 56 20 294 26 (19) 301 68 14 82 58 21 243 20 (21) 242 • Canadian Coal: Comparable EBITDA increased $50 million to $118 million in the fourth quarter of 2014 compared to the same period in 2013, primarily as a result of lower coal costs following integration of the Highvale mine in 2013 and continued improved operational performance. Lower market-based incentive rates in connection with lower prices have offset some of the improvement. The 2014 comparable EBITDA also includes a gain on settlement of a dispute with a supplier in relation to an equipment failure in prior years. • U.S. Coal: Comparable EBITDA was $19 million in the fourth quarter compared to $14 million for the same period in 2013. The increase in comparable EBITDA is primarily due to increased margins as we further optimized real-time operations against the spot market and fixed-price contracts. We have also started delivering power to Puget Sound Energy under a long-term fixed price contract in December 2014. • Gas: Comparable EBITDA was consistent in the fourth quarter with the same period in 2013, despite lower Alberta prices, as gains from lower outages and contract adjustments were offset by a mark-to-market loss on gas. • Wind: Comparable EBITDA decreased slightly in the fourth quarter to $56 million compared to $58 million for the same period in 2013. Production from our Wyoming facility has offset the effects of lower Alberta prices. • Hydro: Comparable EBITDA was consistent in the fourth quarter with the same period in 2013, as most production was contract- based in both periods, and both periods included an insurance recovery for prior business interruption claims in similar amounts. • Energy Marketing Segment: Energy Marketing generated income of $26 million in the fourth quarter, up $6 million compared to the fourth quarter of 2013 due to customer margin growth, our ability to capture arbitrage opportunities stemming from high volatility, particularly in Eastern markets, and offsetting intersegment gains to the Gas generation positions. The increase was partially offset by higher corporate cost allocations and higher performance-based compensation costs driven by the strong trading results. • Corporate Segment: Our Corporate Segment incurred similar costs in the fourth quarter of 2014 of $19 million compared to $21 million in 2013. The lower costs resulted from reductions to external costs partially offset by higher incentive-based compensation and increased development costs. 1 Availability includes assets under generation operations and finance leases and excludes Hydro assets and Equity Investments. Production includes all generating assets, irrespective of investment vehicle and fuel type. 76 TransAlta Corporation | 2014 Annual Report Management’s Discussion and Analysis Availability and Production Availability for the three months ended Dec. 31, 2014 increased compared to the same period in 2013, primarily due to lower unplanned outages at Canadian Coal. Lower production for the three months ended Dec. 31, 2014 compared to the same period in 2013 is primarily due to market curtailments at Centralia, partially offset by lower unplanned outages at Canadian Coal. Comparable Funds from Operations and Comparable Free Cash Flow Comparable FFO per share and comparable free cash flow per share are calculated as follows using the weighted average number of common shares outstanding during the period. Three months ended Dec. 31 Cash flow from operating activities Change in non-cash operating working capital balances Cash flow from operations before changes in working capital Impacts associated with California claim TAMA Transmission bid costs Other non-comparable items Comparable FFO Deduct: Sustaining capital Dividends paid on preferred shares Distributions paid to subsidiaries' non-controlling interests Comparable free cash flow Weighted average number of common shares outstanding in the period Comparable FFO per share Comparable free cash flow per share A reconciliation of comparable EBITDA to comparable FFO is as follows: Three months ended Dec. 31 Comparable EBITDA Unrealized (losses) gains from risk management activities Interest expense Provisions Current income tax expense Realized foreign exchange gain (loss) Decommissioning and restoration costs settled Gain on sale of assets Other non-cash items Comparable FFO 2014 250 (23) 227 – 5 (7) 225 (87) (13) (21) 104 275 0.82 0.38 2014 301 (12) (58) – (9) 14 (5) – (6) 225 2013 165 (13) 152 27 – – 179 (96) (10) (12) 61 268 0.67 0.23 2013 242 (11) (61) 1 (3) (3) (5) 2 17 179 Comparable FFO for the three months ended Dec. 31, 2014 increased $46 million to $225 million, compared to the same period in 2013, primarily due to higher comparable EBITDA. Comparable free cash flow for the three months ended Dec. 31, 2014 increased $43 million to $104 million compared to the same period in 2013, primarily due to the increase in comparable FFO and a decrease in sustaining capital, partially offset by higher distributions paid to our subsidiaries’ non-controlling interests as a result of the reduction of our interest in TransAlta Renewables and improved performance at TA Cogen. 77 TransAlta Corporation | 2014 Annual Report Management’s Discussion and Analysis Earnings on a Comparable Basis During 2014, prior period restatements were made to 2013. Refer to the Current Accounting Changes section of this MD&A for a description of these items. The adjustments made to calculate comparable earnings for the three months ended Dec. 31, 2014 and 2013 are as follows. References are to the subsequent reconciliation table. Three months ended Dec. 31 Reference number Reclassifications: Adjustment Segment and fuel type 1 2 3 4 Finance lease income used as a proxy for Generation (Gas) operating revenue Decrease in finance lease receivable used as a proxy Generation (Gas) for operating revenue and depreciation Reclassification of mine depreciation from fuel and Generation (Canadian Coal) purchased power Reclassification of comparable gain on sale of property, plant, and equipment that is included in depreciation Generation (Canadian Coal) Adjustments (increasing (decreasing) earnings to arrive at comparable results): 2014 2013 13 1 15 1 12 – 16 1 Impacts to revenue associated with certain de-designated and economic hedges Generation (U.S. Coal) (47) 43 Flood-related maintenance costs, net of insurance Generation (Hydro) recoveries Costs related to TAMA Transmission bid Asset impairment charges (reversals) Corporate Generation (Gas) Non-comparable portion of insurance recovery received Generation (Hydro) California claim Energy Marketing Sundance Units 1 and 2 return to service Generation (Canadian Coal) Foreign exchange on California claim Unassigned Non-comparable gain on sale of assets Generation (Equity Investments) Writedown (reversal) of deferred income tax assets Net tax effect of all comparable adjustments Corporate Unassigned Unassigned (5) 5 (5) (3) – – 2 (1) – (68) 20 2 – – (1) 56 10 – – (2) (12) (29) 5 6 7 8 9 10 11 12 13 14 15 78 TransAlta Corporation | 2014 Annual Report Management’s Discussion and Analysis A reconciliation of comparable results to reported results for the three months ended Dec. 31, 2014 and 2013 is as follows: Three months ended Dec. 31, 2014 Three months ended Dec. 31, 2013 Revenues Fuel and purchased power Gross margin Operations, maintenance, and administration Asset impairment charges (reversals) Taxes, other than income taxes Gain on sale of assets Net other operating (income) losses EBITDA Depreciation and amortization Operating income Finance lease income Equity income Foreign exchange gain (loss) Gain on sale of assets Earnings before interest and taxes Net interest expense Income tax expense (recovery) Net earnings (loss) Non-controlling interests Net earnings (loss) attributable to TransAlta shareholders Preferred share dividends Net earnings (loss) attributable to common shareholders Weighted average number of common shares outstanding in the period Net earnings (loss) per share attributable to common shareholders Reported 718 268 450 138 (5) 8 – (17) 326 136 190 13 – 7 1 211 62 (26) 175 14 161 13 148 275 0.54 Comparable reclassifications 141,2 (15)3 29 – – – (1)4 – 30 172,34 13 (13)1 – – – – – – – – – – – Comparable adjustments (47)5 – (47) –6,7 58 – – 39 (55) – (55) – – 212 (1)13 (54) – 4814,15 (102) – (102) – Comparable total Reported 685 253 432 587 279 308 138 140 – 8 (1) (14) 301 153 148 – – 9 – 157 62 22 73 14 59 13 – 5 – 58 105 143 (38) 12 (5) 3 2 (26) 66 (49) (43) 13 (56) 10 (102) 46 (66) 275 268 0.17 (0.25) Comparable reclassifications 121 (16)3 28 Comparable adjustments 435 – 43 – – – (1)4 – 29 173,4 12 (12)1 – – – – – – – – – – – – – – – (65)9,10,11 108 (2)6 110 – – – (2)13 108 – 4114,15 67 – 67 – 67 Comparable total 642 263 379 140 – 5 (1) (7) 242 158 84 – (5) 3 – 82 66 (8) 24 13 11 10 1 268 0.00 79 TransAlta Corporation | 2014 Annual Report Management’s Discussion and Analysis Selected Quarterly Information Revenue Comparable EBITDA Comparable FFO Comparable net earnings (loss) attributable to common shareholders Net earnings (loss) attributable to common shareholders Net earnings (loss) per share attributable to common shareholders, basic and diluted Comparable net earnings (loss) per share, basic and diluted Revenue Comparable EBITDA Comparable FFO Comparable net earnings attributable to common shareholders Net earnings (loss) attributable to common shareholders Net earnings (loss) per share attributable to common shareholders, basic and diluted Comparable net earnings per share, basic and diluted Q1 2014 Q2 2014 Q3 2014 Q4 2014 775 310 238 47 49 0.18 0.17 491 213 154 (12) (50) 639 212 145 (13) (6) (0.18) (0.04) (0.03) (0.05) 718 301 225 46 148 0.54 0.17 Q1 2013 Q2 2013 Q3 2013 Q4 2013 540 268 193 32 (11) (0.04) 0.12 542 247 184 9 15 0.06 0.03 623 266 174 39 (9) (0.03) 0.15 587 242 179 1 (66) (0.25) 0.00 Basic and diluted earnings per share attributable to common shareholders and comparable earnings per share are calculated each period using the weighted average common shares outstanding during the period. As a result, the sum of the earnings per share for the four quarters making up the calendar year may sometimes differ from the annual earnings per share. Comparable net earnings is generally higher in the first and fourth quarters due to higher demand associated with winter cold in the markets in which we operate. The second and third quarters of 2013 benefitted from high Alberta prices, offsetting some of the impacts of unplanned outages at Canadian Coal during the periods. In 2014, Canadian Coal improved its operational performance, with the third and fourth quarters also including reductions in coal costs. Some of these gains compared to the same periods in the previous year were offset by a downward trend in Alberta prices, starting from the second quarter of 2013. Market volatility can also impact quarterly contributions from our Energy Marketing Segment, as the first quarter of 2014 benefitted from exceptional weather conditions in northeastern North America, with the subsequent two quarters seeing muted volatility and reduced contribution from the Segment. Following public offerings of TransAlta Renewables common shares in the third quarter of 2013 and the second quarter of 2014, an increasing portion of earnings is attributable to non-controlling interests. Revenue is impacted by market and operational factors listed above, and by changes in future power prices in the Pacific Northwest, which cause de-designated and economic hedges in the region to fluctuate in value. These hedges significantly depreciated in the first and fourth quarters of 2013, as well as the second quarter of 2014 and significantly increased in value over the second half of 2014. loss on assumption of pension obligation, in the first quarter of 2013; Net earnings attributable to common shareholders have also been impacted by the following events: • • writedown of deferred tax assets, in the third quarter of 2013; • loss associated with the California claim, in the fourth quarter of 2013. Amounts per share reflect these fluctuations, with limited increases in the number of shares outstanding over the last eight quarters. 80 TransAlta Corporation | 2014 Annual Report Management’s Discussion and Analysis Disclosure Controls and Procedures Management has evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Securities Exchange Act of 1934, as amended (“Exchange Act”) are recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in our reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding our required disclosure. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating and implementing possible controls and procedures. There has been no change in the internal control over financial reporting during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Based on the foregoing evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of Dec. 31, 2014, the end of the period covered by this report, our disclosure controls and procedures were effective at a reasonable assurance level. 81 TransAlta Corporation | 2014 Annual Report Consolidated Financial Statements Management’s Report To the Shareholders of TransAlta Corporation The consolidated financial statements and other financial information included in this annual report have been prepared by management. It is management’s responsibility to ensure that sound judgment, appropriate accounting principles and methods, and reasonable estimates have been used to prepare this information. They also ensure that all information presented is consistent. Management is also responsible for establishing and maintaining internal controls and procedures over the financial reporting process. The internal control system includes an internal audit function and an established business conduct policy that applies to all employees. In addition, TransAlta Corporation has a code of conduct that applies to all employees and is signed annually. The code of conduct can be viewed on TransAlta’s website (www.transalta.com). Management believes the system of internal controls, review procedures, and established policies provide reasonable assurance as to the reliability and relevance of financial reports. Management also believes that TransAlta’s operations are conducted in conformity with the law and with a high standard of business conduct. The Board of Directors (the “Board”) is responsible for ensuring that management fulfills its responsibilities for financial reporting and internal control. The Board carries out its responsibilities principally through its Audit and Risk Committee (the “Committee”). The Committee, which consists solely of independent directors, reviews the financial statements and annual report and recommends them to the Board for approval. The Committee meets with management, internal auditors, and external auditors to discuss internal controls, auditing matters, and financial reporting issues. Internal and external auditors have full and unrestricted access to the Committee. The Committee also recommends the firm of external auditors to be appointed by the shareholders. Dawn L. Farrell President and Chief Executive Officer Donald Tremblay Chief Financial Officer February 18, 2015 82 TransAlta Corporation | 2014 Annual Report Consolidated Financial Statements Management’s Annual Report on Internal Control over Financial Reporting To the Shareholders of TransAlta Corporation The following report is provided by management in respect of TransAlta Corporation’s internal control over financial reporting (as defined in Rules 13a-15f and 15d-15f under the United States Securities Exchange Act of 1934). TransAlta’s management is responsible for establishing and maintaining adequate internal control over financial reporting for TransAlta Corporation. Management has used the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) 2013 framework to evaluate the effectiveness of TransAlta Corporation’s internal control over financial reporting. Management believes that the COSO 2013 framework is a suitable framework for its evaluation of TransAlta Corporation’s internal control over financial reporting because it is free from bias, permits reasonably consistent qualitative and quantitative measurements of TransAlta Corporation’s internal controls, is sufficiently complete so that those relevant factors that would alter a conclusion about the effectiveness of TransAlta Corporation’s internal controls are not omitted, and is relevant to an evaluation of internal control over financial reporting. Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper overrides. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process, and it is possible to design safeguards into the process to reduce, though not eliminate, this risk. TransAlta Corporation proportionately consolidates the accounts of the Sheerness and Genesee Unit 3 joint operations in accordance with International Financial Reporting Standards (“IFRS”). Management does not have the contractual ability to assess the internal controls of these joint arrangements. Once the financial information is obtained from these joint arrangements it falls within the scope of TransAlta Corporation’s internal controls framework. Management’s conclusion regarding the effectiveness of internal controls does not extend to the internal controls at the transactional level of these joint arrangements. The 2014 consolidated financial statements of TransAlta Corporation included $678 million and $643 million of total and net assets, respectively, as of December 31, 2014, and $215 million and $73 million of revenues and net earnings, respectively, for the year then ended related to these joint arrangements. Management has assessed the effectiveness of TransAlta Corporation’s internal control over financial reporting, as at December 31, 2014, and has concluded that such internal control over financial reporting is effective. Ernst & Young LLP, who has audited the consolidated financial statements of TransAlta Corporation for the year ended December 31, 2014, has also issued a report on internal control over financial reporting under Auditing Standard No. 5 of the Public Company Accounting Oversight Board (United States). This report is located on the following page of this Annual Report. Dawn L. Farrell President and Chief Executive Officer Donald Tremblay Chief Financial Officer February 18, 2015 83 TransAlta Corporation | 2014 Annual Report Consolidated Financial Statements Report of Independent Registered Public Accounting Firm To the Shareholders of TransAlta Corporation We have audited TransAlta Corporation’s internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), (the COSO criteria). TransAlta Corporation’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the corporation’s internal control over financial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. A corporation’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A corporation’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the corporation; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the corporation are being made only in accordance with authorizations of management and directors of the corporation; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the corporation’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. As indicated in the accompanying Management’s Annual Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of the Sheerness and Genesee Unit 3 joint arrangements, which are included in the 2014 consolidated financial statements of the Corporation and constituted $678 million and $643 million of total and net assets, respectively, as of December 31, 2014, and $215 million and $73 million of revenues and net earnings, respectively, for the year then ended. Our audit of internal control over financial reporting of the Corporation did not include an evaluation of the internal control over financial reporting of the Sheerness and Genesee Unit 3 joint arrangements. In our opinion, TransAlta Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, 2014, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated statements of financial position as at December 31, 2014 and 2013, and the related consolidated statements of earnings (loss), comprehensive income (loss), changes in equity and cash flows for each of the three years in the period ended December 31, 2014 of TransAlta Corporation and our report dated February 18, 2015 expressed an unqualified opinion thereon. Chartered Accountants Calgary, Canada February 18, 2015 84 TransAlta Corporation | 2014 Annual Report Consolidated Financial Statements Independent Auditors’ Report of Registered Public Accounting Firm To the Shareholders of TransAlta Corporation We have audited the accompanying consolidated financial statements of TransAlta Corporation, which comprise the consolidated statements of financial position as at December 31, 2014 and 2013, and the consolidated statements of earnings (loss), comprehensive income (loss), changes in equity and cash flows for each of the years in the three-year period ended December 31, 2014, and a summary of significant accounting policies and other explanatory information. Management’s Responsibility for the Consolidated Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. Auditors’ Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of TransAlta Corporation as at December 31, 2014 and 2013, and its financial performance and its cash flows for each of the years in the three-year period ended December 31, 2014 in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. Other Matter We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), TransAlta Corporation’s internal control over financial reporting as of December 31, 2014, based on the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 18, 2015 expressed an unqualified opinion on TransAlta Corporation’s internal control over financial reporting. Chartered Accountants Calgary, Canada February 18, 2015 85 TransAlta Corporation | 2014 Annual Report 2013 (Restated)* 2012 (Restated)* 2014 2,623 1,092 1,531 542 538 (6) – 29 (14) 442 49 – 2,292 948 1,344 516 525 (18) (3) 27 102 195 46 (10) (254) (256) – 2 – – 239 7 232 182 50 232 182 41 141 273 1 12 – – (12) (8) (4) (33) 29 (4) (33) 38 (71) 264 2,210 797 1,413 499 509 324 13 28 254 (214) 16 (15) (242) (9) 3 15 1 (445) 102 (547) (584) 37 (547) (584) 31 (615) 235 0.52 (0.27) (2.62) Consolidated Financial Statements Consolidated Statements of Earnings (Loss) Year ended Dec. 31 (in millions of Canadian dollars except where noted) Revenues (Note 35) Fuel and purchased power (Note 5) Gross margin Operations, maintenance, and administration (Note 5) Depreciation and amortization Asset impairment charges (reversals) (Note 6) Restructuring provision (Note 21) Taxes, other than income taxes Net other operating (income) losses (Note 8) Operating income (loss) Finance lease income (Note 7) Equity loss (Note 16) Net interest expense (Note 9) Foreign exchange gain (loss) Gain on sale of assets (Note 4) Gain on sale of collateral (Note 14) Other income Earnings (loss) before income taxes Income tax expense (recovery) (Note 10) Net earnings (loss) Net earnings (loss) attributable to: TransAlta shareholders Non-controlling interests (Note 11) Net earnings (loss) attributable to TransAlta shareholders Preferred share dividends (Note 25) Net earnings (loss) attributable to common shareholders Weighted average number of common shares outstanding in the year (millions) Net earnings (loss) per share attributable to common shareholders, basic and diluted (Note 24) * See Note 3(B) for prior period restatements. See accompanying notes. 86 TransAlta Corporation | 2014 Annual Report Consolidated Financial Statements Consolidated Statements of Comprehensive Income (Loss) Year ended Dec. 31 (in millions of Canadian dollars) Net earnings (loss) Other comprehensive income (loss) Net actuarial gains (losses) on defined benefit plans, net of tax1 Losses on derivatives designated as cash flow hedges, net of tax2 Reclassification of (gains) losses on derivatives designated as cash flow hedges to non-financial assets, net of tax3 Total items that will not be reclassified subsequently to net earnings Gains (losses) on translating net assets of foreign operations Reclassification of translation gains on net assets of divested foreign operations (Note 4) Gains (losses) on financial instruments designated as hedges of foreign operations, net of tax4 Reclassification of losses on financial instruments designated as hedges of divested foreign operations, net of tax5 (Note 4) Gains (losses) on derivatives designated as cash flow hedges, net of tax6 Reclassification of gains on derivatives designated as cash flow hedges to net earnings, net of tax7 Total items that will be reclassified subsequently to net earnings Other comprehensive income (loss) Total comprehensive income (loss) Total comprehensive income (loss) attributable to: TransAlta shareholders Non-controlling interests 1 Net of income tax recovery of 7 for the year ended Dec. 31, 2014 (2013 – 11 expense, 2012 – 8 recovery). 2 Net of income tax of nil for the year ended Dec. 31, 2014 (2013 – nil, 2012 – 1 recovery). 3 Net of income tax of nil for the year ended Dec. 31, 2014 (2013 – 1 recovery, 2012 – 2 recovery). 4 Net of income tax recovery of 7 for the year ended Dec. 31, 2014 (2013 – 5 recovery, 2012 – 2 expense). 5 Net of income tax recovery of 1 for the year ended Dec. 31, 2014 (2013 – nil, 2012 – nil). 6 Net of income tax expense of 91 for the year ended Dec. 31, 2014 (2013 – 12 expense, 2012 – 4 expense). 7 Net of income tax expense of 3 for the year ended Dec. 31, 2014 (2013 – 1 expense, 2012 – 20 expense). See accompanying notes. 2014 232 2013 (4) 2012 (547) (20) (1) – (21) 75 (7) (58) 7 215 (45) 187 166 398 348 50 398 31 – 1 32 37 – (35) – 76 (24) 54 86 82 41 41 82 (23) (2) 5 (20) (23) – 13 – (12) (6) (28) (48) (595) (626) 31 (595) 87 TransAlta Corporation | 2014 Annual Report Consolidated Financial Statements Consolidated Statements of Financial Position As at Dec. 31 (in millions of Canadian dollars) Cash and cash equivalents Trade and other receivables (Note 12) Prepaid expenses Risk management assets (Notes 13 and 14) Inventory (Note 15) Investments (Note 16) Long-term portion of finance lease receivables (Note 7) Property, plant, and equipment (Notes 17 and 35) Cost Accumulated depreciation Goodwill (Notes 18 and 35) Intangible assets (Notes 19 and 35) Deferred income tax assets (Note 10) Risk management assets (Notes 13 and 14) Other assets (Notes 20 and 35) Total assets Accounts payable and accrued liabilities Current portion of decommissioning and other provisions (Note 21) Risk management liabilities (Notes 13 and 14) Income taxes payable Dividends payable (Note 24) Current portion of long-term debt and finance lease obligations (Note 22) Long-term debt and finance lease obligations (Note 22) Decommissioning and other provisions (Note 21) Deferred income tax liabilities (Note 10) Risk management liabilities (Notes 13 and 14) Defined benefit obligation and other long-term liabilities (Notes 23 and 28) Equity Common shares (Note 24) Preferred shares (Note 25) Contributed surplus Deficit Accumulated other comprehensive income (loss) (Note 26) Equity attributable to shareholders Non-controlling interests (Note 11) Total equity Total liabilities and equity * See Note 3(B) for prior period restatements. Commitments (Note 33) Contingencies (Note 34) Subsequent events (Note 36) See accompanying notes. On behalf of the Board: 88 Gordon D. Giffin Director Karen E. Maidment Director 2014 43 450 17 273 71 854 – 403 12,532 (5,294) 7,238 462 331 45 402 98 9,833 481 34 128 2 55 751 1,451 3,305 322 434 94 349 2,999 942 9 (770) 104 3,284 594 3,878 9,833 2013 (Restated)* 42 504 12 113 77 748 192 377 12,024 (4,831) 7,193 460 323 118 116 97 9,624 447 27 85 3 85 217 864 4,130 305 459 103 340 2,913 781 9 (735) (62) 2,906 517 3,423 9,624 TransAlta Corporation | 2014 Annual Report Consolidated Statements of Changes in Equity (in millions of Canadian dollars) Common shares Preferred shares Contributed surplus Balance, Dec. 31, 2012 Net earnings (loss) Other comprehensive income: 2,726 – 781 – Net gains on translating net assets of foreign operations, net of hedges and of tax Net gains on derivatives designated as cash flow hedges, net of tax Net actuarial gains on defined benefits plans, net of tax Total comprehensive income Common share dividends Preferred share dividends Formation of TransAlta Renewables Inc. (Note 11) Distributions paid, and payable, to non-controlling interests Common shares issued Balance, Dec. 31, 2013 Net earnings Other comprehensive income (loss): Net gains on translating net assets of foreign operations, net of hedges and of tax Net gains on derivatives designated as cash flow hedges, net of tax Net actuarial losses on defined benefits plans, net of tax Total comprehensive income Common share dividends Preferred share dividends Secondary offering of TransAlta Renewables Inc. shares (Note 11) Distributions paid, and payable, to non-controlling interests Common shares issued Preferred shares issued Balance, Dec. 31, 2014 – – – – – – – 187 2,913 – – – – – – – – 86 – 2,999 – – – – – – – – 781 – – – – – – – – – 161 942 9 – – – – – – – – – 9 – – – – – – – – – – 9 Consolidated Financial Statements Accumulated other comprehensive income (loss)1 Attributable to shareholders Attributable to non-controlling interests Total (136) – 3,018 (33) 330 3,348 29 (4) 2 41 31 74 – – – – – (62) – 17 169 (20) 166 – – – – – – 2 41 31 41 (306) (38) 4 – 187 2,906 182 17 169 (20) 348 (196) (41) 20 – 86 161 – 2 12 53 – 41 – – 31 82 (306) (38) 206 210 (60) – (60) 187 517 3,423 50 232 – – – 50 – – 17 169 (20) 398 (196) (41) 109 129 (82) (82) – – 86 161 Deficit (362) (33) – – – (33) (306) (38) 4 – – (735) 182 – – – 182 (196) (41) 20 – – – (770) 104 3,284 594 3,878 1 Refer to Note 26 for details on components of, and changes in, Accumulated other comprehensive income (loss). See accompanying notes. 89 TransAlta Corporation | 2014 Annual Report Consolidated Financial Statements Consolidated Statements of Cash Flows Year ended Dec. 31 (in millions of Canadian dollars) Operating activities Net earnings (loss) Depreciation and amortization (Note 35) Gain on sale of assets (Note 4) California claim (Note 8) Accretion of provisions (Note 21) Decommissioning and restoration costs settled (Note 21) Deferred income tax expense (recovery) (Note 10) Unrealized (gain) loss from risk management activities Unrealized foreign exchange (gain) loss Provisions Asset impairment charges (reversals) (Note 6) Sundance Units 1 and 2 return to service (Note 8) Equity loss, net of distributions received (Note 16) Other non-cash items Cash flow from operations before changes in working capital Change in non-cash operating working capital balances (Note 30) Cash flow from operating activities Investing activities Additions to property, plant, and equipment (Notes 17 and 35) Additions to intangibles (Notes 19 and 35) Acquisition of finance lease (Note 4) Addition to assets held for sale Proceeds on sale of property, plant, and equipment Proceeds on sale of investments and development projects (Note 4) Resolution of certain outstanding tax matters (Note 10) Realized gains (losses) on financial instruments Net decrease in collateral received from counterparties Net (increase) decrease in collateral paid to counterparties Decrease in finance lease receivable Acquisition of Wyoming wind farm (Note 4) Other Change in non-cash investing working capital balances Cash flow used in investing activities Financing activities Net increase (decrease) in borrowings under credit facilities (Note 22) Repayment of long-term debt (Note 22) Issuance of long-term debt (Note 22) Dividends paid on common shares (Note 24) Dividends paid on preferred shares (Note 25) Net proceeds on issuance of common shares (Note 24) Net proceeds on issuance of preferred shares (Note 25) Net proceeds on sale of non-controlling interest in subsidiary (Note 11) Realized gains (losses) on financial instruments Distributions paid to subsidiaries’ non-controlling interests (Note 11) Decrease in finance lease obligations (Note 22) Other Cash flow from (used in) financing activities Cash flow from (used in) operating, investing, and financing activities Effect of translation on foreign currency cash Increase (decrease) in cash and cash equivalents Cash and cash equivalents, beginning of year Cash and cash equivalents, end of year Cash income taxes paid Cash interest paid See accompanying notes. 90 2014 2013 2012 232 595 (2) (28) 18 (16) (26) (50) 11 – (6) – – (5) 723 73 796 (487) (34) – (13) 6 224 – (2) (1) (3) 3 – 13 2 (292) (436) (551) 434 (140) (41) – 161 129 35 (84) (10) – (503) 1 – 1 42 43 31 230 (4) 585 (12) 28 18 (24) (47) 76 (1) 11 (18) 25 10 44 691 74 765 (561) (32) – (17) 14 – 2 14 (1) – 1 (109) 15 (29) (703) (119) (328) 398 (116) (38) – – 207 15 (55) (9) (2) (47) 15 – 15 27 42 46 240 (547) 564 (3) – 17 (34) 89 99 5 11 324 43 14 (6) 576 (56) 520 (703) (39) (312) – 3 3 9 (13) (13) 24 3 – (8) (2) (1,048) 152 (314) 388 (104) (32) 293 217 – (31) (59) – (6) 504 (24) 2 (22) 49 27 30 234 TransAlta Corporation | 2014 Annual Report Notes to Consolidated Financial Statements (Tabular amounts in millions of Canadian dollars, except as otherwise noted) 1. Corporate Information A. Description of the Business TransAlta Corporation (“TransAlta” or the “Corporation”) was incorporated under the Canada Business Corporations Act in March 1985. The Corporation became a public company in December 1992. Its head office is located in Calgary, Alberta. The three reportable segments of the Corporation are as follows: I. Generation The Generation Segment owns and operates hydro, wind, natural gas- and coal-fired facilities, and related mining operations in Canada, the United States (“U.S.”), and Australia. Generation’s revenues are derived from the availability and production of electricity and steam as well as ancillary services such as system support. Starting in 2013, electricity sales made by the Corporation’s commercial and industrial group are assumed to be sourced from the Corporation’s production and have been included in the Generation Segment. II. Energy Marketing The Segment changed its name from “Energy Trading” in 2014 following a shift in focus toward lower risk revenue generation activities such as asset optimization, customer fee and margin-based growth, and arbitrage trading. The Energy Marketing Segment derives revenue and earnings from the wholesale trading of electricity and other energy-related commodities and derivatives. Energy Marketing manages available generating capacity as well as the fuel and transmission needs of the Generation Segment by utilizing contracts of various durations for the forward sales of electricity and for the purchase of natural gas and transmission capacity. Energy Marketing is also responsible for recommending portfolio optimization decisions. The results of these other activities are included in the Generation Segment. III. Corporate The Corporate Segment provides finance, tax, treasury, legal, regulatory, environmental, health and safety, sustainable development, corporate communications, government and investor relations, information technology, risk management, human resources, aboriginal relations, internal audit, and other administrative support to the Generation and Energy Marketing segments. Charges directly or reasonably attributable to other segments are allocated thereto. B. Basis of Preparation These consolidated financial statements have been prepared by management in compliance with IFRS as issued by the International Accounting Standards Board (“IASB”). The consolidated financial statements have been prepared on a historical cost basis except for financial instruments that are measured at fair value, as explained in the following accounting policies. These consolidated financial statements were authorized for issue by the Board on Feb. 18, 2015. C. Basis of Consolidation The consolidated financial statements include the accounts of the Corporation and the subsidiaries that it controls. Control exists when the Corporation is exposed, or has rights, to variable returns from its involvement with the subsidiary and has the ability to affect the returns through its power over the subsidiary. The financial statements of the subsidiaries are prepared for the same reporting period and apply consistent accounting policies as the parent company. 91 TransAlta Corporation | 2014 Annual Report Notes to Consolidated Financial Statements 2. Significant Accounting Policies A. Revenue Recognition The majority of the Corporation’s revenues are derived from the sale of physical power, leasing of power facilities, and from energy marketing and trading activities. Revenues are measured at the fair value of the consideration received or receivable. Revenues under long-term electricity and thermal sales contracts generally include one or more of the following components: fixed capacity payments for availability, energy payments for generation of electricity, incentives or penalties for exceeding or not meeting availability targets, excess energy payments for power generation above committed capacity, and ancillary services. Each component is recognized when: i) output, delivery, or satisfaction of specific targets is achieved, all as governed by contractual terms; ii) the amount of revenue can be measured reliably; iii) it is probable that the economic benefits will flow to the Corporation; and iv) the costs incurred or to be incurred in respect of the transaction can be measured reliably. Revenue from the rendering of services is recognized when criteria ii), iii), and iv) above are met and when the stage of completion of the transaction at the end of the reporting period can be measured reliably. Revenues from non-contracted capacity are comprised of energy payments, at market prices, for each megawatt hour (“MWh”) produced, and are recognized upon delivery. In certain situations, a long-term electricity or thermal sales contract may contain, or be considered, a lease. Revenues associated with non-lease elements are recognized as goods or services revenues as outlined above. Revenues associated with leases are recognized as outlined in Note 2(R). Commodity risk management activities involve the use of derivatives such as physical and financial swaps, forward sales contracts, futures contracts, and options, which are used to earn revenues and to gain market information. These derivatives are accounted for using fair value accounting. The initial recognition and subsequent changes in fair value affect reported net earnings in the period the change occurs and are presented on a net basis in revenue. The fair values of instruments that remain open at the end of the reporting period represent unrealized gains or losses and are presented on the Consolidated Statements of Financial Position as risk management assets or liabilities. Some of the derivatives used by the Corporation in trading activities are not traded on an active exchange or have terms that extend beyond the time period for which exchange-based quotes are available. The fair values of these derivatives are determined using internal valuation techniques or models. B. Foreign Currency Translation The Corporation, its subsidiary companies, and joint arrangements each determine their functional currency based on the currency of the primary economic environment in which they operate. The Corporation’s functional currency is the Canadian dollar while the functional currencies of the subsidiary companies and joint arrangements are either the Canadian, U.S., or Australian dollar. Transactions denominated in a currency other than the functional currency of an entity are translated at the exchange rate in effect on the transaction date. The resulting exchange gains and losses are included in each entity’s net earnings in the period in which they arise. The Corporation’s foreign operations are translated to the Corporation’s presentation currency, which is the Canadian dollar, for inclusion in the consolidated financial statements. Foreign-denominated monetary and non-monetary assets and liabilities of foreign operations are translated at exchange rates in effect at the end of the reporting period and revenue and expenses are translated at exchange rates in effect on the transaction date. The resulting translation gains and losses are included in Other Comprehensive Income (Loss) (“OCI”) with the cumulative gain or loss reported in Accumulated Other Comprehensive Income (Loss) (“AOCI”). Amounts previously recognized in AOCI are recognized in net earnings when there is a reduction in a foreign net investment as a result of a disposal, partial disposal, or loss of control. 92 TransAlta Corporation | 2014 Annual Report Notes to Consolidated Financial Statements C. Financial Instruments and Hedges I. Financial Instruments Financial assets and financial liabilities, including derivatives and certain non-financial derivatives, are recognized on the Consolidated Statements of Financial Position when the Corporation becomes a party to the contract. All financial instruments, except for certain non-financial derivative contracts that meet the Corporation’s own use requirements, are measured at fair value upon initial recognition. Measurement in subsequent periods depends on whether the financial instrument has been classified as: at fair value through profit or loss, available-for-sale, held-to-maturity, loans and receivables, or other financial liabilities. Classification of the financial instrument is determined at inception depending on the nature and purpose of the financial instrument. Financial assets and financial liabilities classified or designated as at fair value through profit or loss are measured at fair value with changes in fair values recognized in net earnings. Financial assets classified as either held-to-maturity or as loans and receivables, and other financial liabilities, are measured at amortized cost using the effective interest method of amortization. Financial assets are assessed for impairment on an ongoing basis and at reporting dates. An impairment may exist if an incurred loss event has arisen that has an impact on the recoverability of the financial asset. Factors that may indicate an incurred loss event and related impairment may exist include, for example: a debtor is experiencing significant financial difficulty, or a debtor has or it is probable that they will enter bankruptcy or other financial reorganization. The carrying amount of financial assets, such as receivables, is reduced for impairment losses through the use of an allowance account, and the loss is recognized in net earnings. Financial assets are derecognized when the contractual rights to receive cash flows expire. Financial liabilities are derecognized when the obligation is discharged, cancelled, or expired. Financial assets and financial liabilities are offset and the net amount is reported in the Consolidated Statements of Financial Position if there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis or to realize the assets and settle the liabilities simultaneously. Derivative instruments that are embedded in financial or non-financial contracts that are not already required to be recognized at fair value are treated and recognized as separate derivatives if their risks and characteristics are not closely related to their host contracts and the contract is not measured at fair value. Changes in the fair values of these and other derivative instruments are recognized in net earnings with the exception of the effective portion of i) derivatives designated as cash flow hedges and ii) hedges of foreign currency exposure of a net investment in a foreign operation, each of which is recognized in OCI. Derivatives used in commodity risk management activities are described in more detail in Note 2(A). Transaction costs are expensed as incurred for financial instruments classified or designated as at fair value through profit or loss. For other financial instruments, such as debt instruments, transaction costs are recognized as part of the carrying amount of the financial instrument. The Corporation uses the effective interest method of amortization for any transaction costs or fees, premiums, or discounts earned or incurred for financial instruments measured at amortized cost. II. Hedges Where hedge accounting can be applied and the Corporation chooses to seek hedge accounting treatment, a hedge relationship is designated as a fair value hedge, a cash flow hedge, or a hedge of foreign currency exposures of a net investment in a foreign operation. A hedging relationship qualifies for hedge accounting if, at inception, it is formally designated and documented as a hedge, and the hedge is expected to be highly effective at inception and on an ongoing basis. The documentation includes identification of the hedging instrument and hedged item or transaction, the nature of the risk being hedged, the Corporation’s risk management objectives and strategy for undertaking the hedge, and how hedge effectiveness will be assessed. The process of hedge accounting includes linking derivatives to specific recognized assets and liabilities or to specific firm commitments or highly probable anticipated transactions. The Corporation formally assesses, both at the hedge’s inception and on an ongoing basis, whether the derivatives used are highly effective in offsetting changes in fair values or cash flows of hedged items. If hedge criteria are not met or the Corporation does not apply hedge accounting, the derivative is accounted for on the Consolidated Statements of Financial Position at fair value, with subsequent changes in fair value recorded in net earnings in the period of change. 93 TransAlta Corporation | 2014 Annual Report Notes to Consolidated Financial Statements a. Fair Value Hedges In a fair value hedging relationship, the carrying amount of the hedged item is adjusted for changes in fair value attributable to the hedged risk, with the changes being recognized in net earnings. Changes in the fair value of the hedged item, to the extent that the hedging relationship is effective, are offset by changes in the fair value of the hedging derivative, which is also recorded in net earnings. Hedge effectiveness for fair value hedges is achieved if changes in the fair value of the derivative are highly effective at offsetting changes in the fair value of the item hedged. If hedge accounting is discontinued, the carrying amount of the hedged item is no longer adjusted and the cumulative fair value adjustments to the carrying amount of the hedged item are amortized to net earnings over the remaining term of the original hedging relationship. The Corporation primarily uses interest rate swaps as fair value hedges to manage the ratio of floating rate versus fixed rate debt. Interest rate swaps require the periodic exchange of payments without the exchange of the notional principal amount on which the payments are based. Interest expense on the debt is adjusted to include the payments made or received under the interest rate swaps. b. Cash Flow Hedges In a cash flow hedging relationship, the effective portion of the change in the fair value of the hedging derivative is recognized in OCI while any ineffective portion is recognized in net earnings. Hedge effectiveness is achieved if the derivative’s cash flows are highly effective at offsetting the cash flows of the hedged item and the timing of the cash flows is similar. All components of each derivative’s change in fair value are included in the assessment of cash flow hedge effectiveness. If hedge accounting is discontinued, the amounts previously recognized in AOCI are reclassified to net earnings during the periods when the variability in the cash flows of the hedged item affects net earnings. Gains and losses on derivatives are reclassified to net earnings from AOCI immediately when the forecasted transaction is no longer expected to occur within the time period specified in the hedge documentation. The Corporation primarily uses physical and financial swaps, forward sales contracts, futures contracts, and options as cash flow hedges to hedge the Corporation’s exposure to fluctuations in electricity and natural gas prices. If hedging criteria are met, the fair values of the hedges are recorded in risk management assets or liabilities with changes in value being reported in OCI. Gains and losses on these derivatives are recognized, on settlement, in net earnings in the same period and financial statement caption as the hedged exposure. The Corporation also uses foreign currency forward contracts as cash flow hedges to hedge the foreign exchange exposures resulting from highly probable forecasted project-related transactions denominated in foreign currencies. If the hedging criteria are met, changes in fair value are reported in OCI with the fair value being reported in risk management assets or liabilities, as appropriate. Upon settlement of the derivative, any gain or loss on the forward contracts is included in the cost of the asset acquired or liability incurred. The Corporation uses forward starting interest rate swaps as cash flow hedges to hedge exposures to anticipated changes in interest rates for forecasted issuances of debt. If the hedging criteria are met, changes in fair value are reported in OCI with the fair value being reported in risk management assets or liabilities, as appropriate. When the swaps are closed out on issuance of the debt, the resulting gains or losses recorded in AOCI are amortized to net earnings over the term of the swap. If no debt is issued, the gains or losses are recognized in net earnings immediately. c. Hedges of Foreign Currency Exposures of a Net Investment in a Foreign Operation In hedging a foreign currency exposure of a net investment in a foreign operation, the effective portion of foreign exchange gains and losses on the hedging instrument is recognized in OCI and the ineffective portion is recognized in net earnings. The related fair values are recorded in risk management assets or liabilities, as appropriate. The amounts previously recognized in AOCI are recognized in net earnings when there is a reduction in the hedged net investment as a result of a disposal, partial disposal, or loss of control. The Corporation primarily uses foreign currency forward contracts and foreign-denominated debt to hedge exposure to changes in the carrying values of the Corporation’s net investments in foreign operations that result from changes in foreign exchange rates. 94 TransAlta Corporation | 2014 Annual Report Notes to Consolidated Financial Statements D. Cash and Cash Equivalents Cash and cash equivalents are comprised of cash and highly liquid investments with original maturities of three months or less. E. Collateral Paid and Received The terms and conditions of certain contracts may require the Corporation or its counterparties to provide collateral when the fair value of the obligation pursuant to these contracts is in excess of any credit limits granted. Downgrades in creditworthiness by certain credit rating agencies may decrease the credit limits granted and accordingly increase the amount of collateral that may have to be provided. F. Inventory I. Fuel The Corporation’s inventory balance is comprised of coal and natural gas used as fuel, which is measured at the lower of weighted average cost and net realizable value. The cost of internally produced coal inventory is determined using absorption costing, which is defined as the sum of all applicable expenditures and charges directly incurred in bringing inventory to its existing condition and location. Available coal inventory tends to increase during the second and third quarters as a result of favourable weather conditions and lower electricity production as maintenance is performed. Due to the limited number of processing steps incurred in mining coal and preparing it for consumption and the relatively low value on a per-unit basis, management does not distinguish between work in process and coal available for consumption. The cost of natural gas and purchased coal inventory includes all applicable expenditures and charges incurred in bringing the inventory to its existing condition and location. II. Energy Marketing Commodity inventories held in the Energy Marketing Segment for trading purposes are measured at fair value less costs to sell. Changes in fair value less costs to sell are recognized in net earnings in the period of change. G. Property, Plant, and Equipment The Corporation’s investment in property, plant, and equipment (“PP&E”) is initially measured at the original cost of each component at the time of construction, purchase, or acquisition. A component is a tangible portion of an asset that can be separately identified and depreciated over its own expected useful life, and is expected to provide a benefit for a period in excess of one year. Original cost includes items such as materials, labour, borrowing costs, and other directly attributable costs, including the initial estimate of the cost of decommissioning and restoration. Costs are recognized as PP&E assets if it is probable that future economic benefits will be realized and the cost of the item can be measured reliably. The cost of major spare parts is capitalized and classified as PP&E, as these items can only be used in connection with an item of PP&E. Planned maintenance is performed at regular intervals. Planned major maintenance includes inspection, repair, and maintenance of existing components, and the replacement of existing components. Costs incurred for planned major maintenance activities are capitalized in the period maintenance activities occur and are amortized on a straight-line basis over the term until the next major maintenance event. Expenditures incurred for the replacement of components during major maintenance are capitalized and amortized over the estimated useful life of such components. The cost of routine repairs and maintenance and the replacement of minor parts are charged to net earnings as incurred. Subsequent to initial recognition and measurement at cost, all classes of PP&E continue to be measured using the cost model and are reported at cost less accumulated depreciation and impairment losses, if any. An item of PP&E or a component is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition is included in net earnings when the asset is derecognized. 95 TransAlta Corporation | 2014 Annual Report Notes to Consolidated Financial Statements The estimate of the useful lives of each component of PP&E is based on current facts and past experience, and takes into consideration existing long-term sales agreements and contracts, current and forecasted demand, and the potential for technological obsolescence. The useful life is used to estimate the rate at which the component of PP&E is depreciated. PP&E assets are subject to depreciation when the asset is considered to be available for use, which is typically upon commencement of commercial operations. Each significant component of an item of PP&E is depreciated to its residual value over its estimated useful life, using straight-line or unit-of-production methods. Estimated useful lives, residual values, and depreciation methods are reviewed annually and are subject to revision based on new or additional information. The effect of a change in useful life, residual value, or depreciation method is accounted for prospectively. Estimated useful lives of the components of depreciable assets, categorized by asset class, are as follows: Coal generation Gas generation Renewable generation Mining property and equipment Capital spares and other 3-50 years 2-30 years 3-60 years 4-50 years 2-50 years TransAlta capitalizes borrowing costs on capital invested in projects under construction (see Note 2(S)). Upon commencement of commercial operations, capitalized borrowing costs, as a portion of the total cost of the asset, are depreciated over the estimated useful life of the related asset. H. Intangible Assets Intangible assets acquired in a business combination are recognized separately from goodwill at their fair value at the date of acquisition. Intangible assets acquired separately are recognized at cost. Internally generated intangible assets arising from development projects are recognized when certain criteria related to the feasibility of internal use or sale, and probable future economic benefits of the intangible asset, are demonstrated. Intangible assets are initially recognized at cost, which is comprised of all directly attributable costs necessary to create, produce, and prepare the intangible asset to be capable of operating in the manner intended by management. Subsequent to initial recognition, intangible assets continue to be measured using the cost model, and are reported at cost less accumulated amortization and impairment losses, if any. Amortization is included in depreciation and amortization and fuel and purchased power in the Consolidated Statements of Earnings (Loss). Amortization commences when the intangible asset is available for use, and is computed on a straight-line basis over the intangible asset’s estimated useful life, except for coal rights, which are amortized using a unit-of-production basis, based on the estimated mine reserves. Estimated useful lives of intangible assets may be determined, for example, with reference to the term of the related contract or licence agreement. The estimated useful lives and amortization methods are reviewed annually with the effect of any changes being accounted for prospectively. Intangible assets consist of power sale contracts with fixed prices higher than market prices at the date of acquisition, coal rights, software, and intangibles under development. Estimated useful lives of intangible assets are as follows: Software Power contracts 2-7 years 1-30 years I. Impairment of Tangible and Intangible Assets Excluding Goodwill At the end of each reporting period, the Corporation assesses whether there is any indication that PP&E and finite life intangible assets are impaired. Factors that could indicate that an impairment exists include: significant underperformance relative to historical or projected operating results; significant changes in the manner in which an asset is used, or in the Corporation’s overall business strategy; or significant negative industry or economic trends. In some cases, these events are clear. However, in many cases, a clearly identifiable event indicating possible impairment does not occur. Instead, a series of individually insignificant events occurs over a period of time leading to an indication that an asset may be impaired. This can be further complicated in situations where the Corporation is not the operator of the facility. Events can occur in these situations that may not be known until a date subsequent to their occurrence. 96 TransAlta Corporation | 2014 Annual Report Notes to Consolidated Financial Statements The Corporation’s operations, the market, and business environment are routinely monitored, and judgments and assessments are made to determine whether an event has occurred that indicates a possible impairment. If such an event has occurred, an estimate is made of the recoverable amount of the asset or cash-generating unit (“CGU”) to which the asset belongs. Recoverable amount is the higher of an asset’s fair value less costs of disposal and its value in use. Fair value is the price that would be received to sell an asset in an orderly transaction between market participants at the measurement date. In determining fair value, recent market transactions are taken into account. If no such transactions can be identified an appropriate valuation model such as discounted cash flows is used. Value in use is the present value of the estimated future cash flows expected to be derived from the asset from its continued use and ultimate disposal by the Corporation. If the recoverable amount is less than the carrying amount of the asset or CGU, an asset impairment loss is recognized in net earnings, and the asset’s carrying amount is reduced to its recoverable amount. At each reporting date, an assessment is made whether there is any indication that an impairment loss previously recognized may no longer exist or may have decreased. If such indication exists, the recoverable amount of the asset or CGU to which the asset belongs is estimated and the impairment loss previously recognized is reversed if there has been an increase in the recoverable amount. Where an impairment loss is subsequently reversed, the carrying amount of the asset is increased to the lesser of the revised estimate of its recoverable amount or the carrying amount that would have been determined (net of depreciation) had no impairment loss been recognized previously. A reversal of an impairment loss is recognized in net earnings. J. Goodwill Goodwill arising in a business combination is recognized as an asset at the date control is acquired. Goodwill is measured as the cost of an acquisition plus the amount of any non-controlling interest in the acquiree (if applicable) less the fair value of the related identifiable assets acquired and liabilities assumed. Goodwill is not subject to amortization, but is tested for impairment at least annually, or more frequently, if an analysis of events and circumstances indicate that a possible impairment may exist. These events could include a significant change in financial position of the CGUs or groups of CGUs to which the goodwill relates or significant negative industry or economic trends. For impairment purposes, goodwill is allocated to each of the Corporation’s CGUs or groups of CGUs that are expected to benefit from the synergies of the business combination in which the goodwill arose. To test for impairment, the recoverable amount of the CGUs or groups of CGUs to which the goodwill relates is compared to its carrying amount. If the recoverable amount is less than the carrying amount, an impairment loss is recognized in net earnings immediately, by first reducing the carrying amount of the goodwill, and then by reducing the carrying amount of the other assets in the unit. An impairment loss recognized for goodwill is not reversed in subsequent periods. K. Project Development Costs Project development costs include external, direct, and incremental costs that are necessary for completing an acquisition or construction project. These costs are recognized as operating expenses until construction of a plant or acquisition of an investment is likely to occur, there is reason to believe that future costs are recoverable, and that efforts will result in future value to the Corporation, at which time the costs incurred subsequently are included in other assets. The appropriateness of capitalization of these costs is evaluated each reporting period, and amounts capitalized for projects no longer probable of occurring are charged to net earnings. L. Income Taxes The Corporation uses the liability method of accounting for income taxes. Under the liability method, deferred income tax assets and liabilities are recognized on the differences between the carrying amounts of assets and liabilities and their respective income tax basis (temporary differences). A deferred income tax asset may also be recognized for the benefit expected from unused tax credits and losses available for carryforward, to the extent that it is probable that future taxable earnings will be available against which the tax credits and losses can be applied. Deferred income tax assets and liabilities are measured based on income tax rates and tax laws that are enacted or substantively enacted by the end of the reporting period and that are expected to apply in the years in which temporary differences are expected to be realized or settled. Deferred income tax is charged or credited to net earnings, except when related to items charged or credited to either OCI or directly to equity. The carrying amount of deferred income tax assets is evaluated at the end of each reporting period and is reduced to the extent that it is no longer probable that sufficient taxable income will be available to allow all or part of the asset to be realized. Deferred income tax liabilities are recognized for taxable temporary differences arising on investments in subsidiaries, except where the Corporation is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. 97 TransAlta Corporation | 2014 Annual Report Notes to Consolidated Financial Statements M. Employee Future Benefits The Corporation has defined benefit pension and other post-employment benefit plans. The current service cost of providing benefits under the defined benefit plans is determined using the projected unit credit method pro-rated based on service. The net interest cost is determined by applying the discount rate to the net defined benefit liability. The discount rate used to determine the present value of the defined benefit obligation, and the net interest cost, is determined by reference to market yields at the end of the reporting period on high-quality corporate bonds with terms and currencies that match the estimated terms and currencies of the benefit obligations. Re-measurements, which include actuarial gains and losses and the return on plan assets (excluding net interest), are recognized through OCI in the period in which they occur. Actuarial gains and losses arise from experience adjustments and changes in actuarial assumptions. Re-measurements are not reclassified to profit or loss, from OCI, in subsequent periods. Gains or losses arising from either a curtailment or settlement of a defined benefit plan are recognized when the curtailment or settlement occurs. When the restructuring of a benefit plan gives rise to a curtailment and a settlement of obligations, the curtailment is accounted for prior to the settlement. In determining whether statutory minimum funding requirements of the Corporation’s defined benefit pension plans give rise to recording an additional liability, letters of credit provided by the Corporation as security are considered to alleviate the funding requirements. No additional liability results in these circumstances. Contributions payable under defined contribution pension plans are recognized as a liability and an expense in the period in which the services are rendered. N. Provisions Provisions are recognized when the Corporation has a present obligation (legal or constructive) as a result of a past event, it is probable that the Corporation will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. A legal obligation can arise through a contract, legislation, or other operation of law. A constructive obligation arises from an entity’s actions whereby through an established pattern of past practice, published policies, or a sufficiently specific current statement, the entity has indicated it will accept certain responsibilities and has thus created a valid expectation that it will discharge those responsibilities. The amount recognized as a provision is the best estimate, remeasured at each period-end, of the expenditures required to settle the present obligation, considering the risks and uncertainties associated with the obligation. Where expenditures are expected to be incurred in the future, the obligation is measured at its present value using a current market-based, risk-adjusted interest rate. The Corporation records a decommissioning and restoration provision for all generating facilities and mine sites for which it is legally or constructively required to remove the facilities at the end of their useful lives and restore the plant or mine sites. For some hydro facilities, the Corporation is required to remove the generating equipment, but is not required to remove the structures. Initial decommissioning provisions are recognized at their present value when incurred. Each reporting date, the Corporation determines the present value of the provision using the current discount rates that reflect the time value of money and associated risks. The Corporation recognizes the initial decommissioning and restoration provisions, as well as changes resulting from revisions to cost estimates and period-end revisions to the market-based, risk-adjusted discount rate, as a cost of the related PP&E (see Note 2(G)). The accretion of the net present value discount is charged to net earnings each period and is included in net interest expense. Where the Corporation expects to receive reimbursement from a third party for a portion of future decommissioning costs, the reimbursement is recognized as a separate asset when it is virtually certain that the reimbursement will be received. Decommissioning and restoration obligations for coal mines are incurred over time, as new areas are mined, and a portion of the provision is settled over time as areas are reclaimed prior to final pit reclamation. Reclamation costs for mining assets are recognized on a unit-of-production basis. Changes in other provisions resulting from revisions to estimates of expenditures required to settle the obligation or period-end revisions to the market-based, risk-adjusted discount rate are recognized in net earnings. The accretion of the net present value discount is charged to net earnings each period and is included in net interest expense. 98 TransAlta Corporation | 2014 Annual Report Notes to Consolidated Financial Statements O. Share-Based Payments The Corporation measures share-based awards compensation expense at grant date fair value and recognizes the expense over the vesting period based on the Corporation’s estimate of the number of units that will eventually vest. Any award that vests in instalments is accounted for as a separate award with its own distinct fair value measurement. Compensation expense associated with equity-settled and cash-settled awards are recognized within equity and liability, respectively. The liability associated with cash-settled awards is remeasured to fair value at each reporting date up to, and including, the settlement date, with changes in fair value recognized within compensation expense. P. Emission Credits and Allowances Emission credits and allowances are recorded as inventory at cost. Those purchased for use by the Corporation are recorded at cost and are carried at the lower of weighted average cost and net realizable value. Credits granted to, or internally generated by, TransAlta are recorded at nil. Emission liabilities are recorded using the best estimate of the amount required by the Corporation to settle its obligation in excess of government-established caps and targets. To the extent compliance costs are recoverable under the terms of contracts with third parties the amounts are recognized as revenue in the period of recovery. Emission credits and allowances that are held for trading and that meet the definition of a derivative are accounted for using the fair value method of accounting. Allowances that do not satisfy the criteria of a derivative are accounted for using the accrual method. Q. Assets Held for Sale Assets are classified as held for sale if their carrying amount will be recovered primarily through a sale as opposed to continued use by the Corporation. Assets classified as held for sale are measured at the lower of their carrying amount and fair value less costs of disposal. Any impairment is recognized in net earnings. Depreciation and equity accounting ceases when an asset or equity investment, respectively, is classified as held for sale. Assets classified as held for sale are reported as current assets in the Consolidated Statements of Financial Position. R. Leases A lease is an arrangement whereby the lessor conveys to the lessee, in return for a payment or series of payments, the right to use an asset for an agreed period of time. Power purchase arrangements (“PPA”) and other long-term contracts may contain, or may be considered, leases where the fulfillment of the arrangement is dependent on the use of a specific asset (e.g. a generating unit) and the arrangement conveys to the customer the right to use that asset. Where the Corporation determines that the contractual provisions of a contract contain, or are, a lease and result in the customer assuming the principal risks and rewards of ownership of the asset, the arrangement is a finance lease. Assets subject to finance leases are not reflected as PP&E and the net investment in the lease, represented by the present value of the amounts due from the lessee, is recorded in the Consolidated Statements of Financial Position as a financial asset, classified as a finance lease receivable. The payments considered to be part of the leasing arrangement are apportioned between a reduction in the lease receivable and finance lease income. The finance lease income element of the payments is recognized using a method that results in a constant rate of return on the net investment in each period and is reflected in finance lease income on the Consolidated Statements of Earnings (Loss). Where the Corporation determines that the contractual provisions of a contract contain, or are, a lease and result in the Corporation retaining the principal risks and rewards of ownership of the asset, the arrangement is an operating lease. For operating leases, the asset is, or continues to be, capitalized as PP&E and depreciated over its useful life. Rental income, including contingent rent, from operating leases is recognized over the term of the arrangement and is reflected in revenue on the Consolidated Statements of Earnings (Loss). Contingent rent may arise when payments due under the contract are not fixed in amount but vary based on a future factor such as the amount of use or production. Leasing or other contractual arrangements that transfer substantially all of the risks and rewards of ownership to the Corporation are considered finance leases. A leased asset and lease obligation are recognized at the lower of the fair value or the present value of the minimum lease payments. Lease payments are apportioned between interest expense and a reduction of the lease liability. Contingent rents are charged as expenses in the periods incurred. The leased asset is depreciated over the shorter of the estimated useful life of the asset and the lease term. 99 TransAlta Corporation | 2014 Annual Report Notes to Consolidated Financial Statements S. Borrowing Costs TransAlta capitalizes borrowing costs that are directly attributable to, or relate to general borrowings used for, the construction of qualifying assets. Qualifying assets are assets that take a substantial period of time to prepare for their intended use and typically include generating facilities or other assets that are constructed over periods of time exceeding 12 months. Borrowing costs are considered to be directly attributable if they could have been avoided if the expenditure on the qualifying asset had not been made. Borrowing costs that are capitalized are included in the cost of the related PP&E component. Capitalization of borrowing costs ceases when substantially all the activities necessary to prepare the asset for its intended use are complete. All other borrowing costs are expensed in the period in which they are incurred. T. Non-Controlling Interests Non-controlling interests arise from business combinations in which the Corporation acquires less than a 100 per cent interest. Non-controlling interests are initially measured at either fair value or at the non-controlling interest’s proportionate share of the acquiree’s identifiable net assets. The Corporation determines on a transaction by transaction basis which measurement method is used. Non-controlling interests also arise from other contractual arrangements between the Corporation and other parties, whereby the other party has acquired an interest in a specified asset or operation, and the Corporation retains control. Subsequent to acquisition, the carrying amount of non-controlling interests is increased or decreased by the non-controlling interest’s share of subsequent changes in equity and payments to the non-controlling interest. Total comprehensive income is attributed to the non-controlling interests even if this results in the non-controlling interests having a negative balance. U. Joint Arrangements A joint arrangement is a contractual arrangement that establishes the terms by which two or more parties agree to undertake and jointly control an economic activity. TransAlta’s joint arrangements are generally classified as two types: joint operations and joint ventures. A joint operation arises when the parties that have joint control have rights to the assets, and obligations for the liabilities, relating to the arrangement. Generally, each party takes a share of the output from the asset and each bears an agreed upon share of the costs incurred in respect of the joint operation. The Corporation reports its interests in joint operations in its consolidated financial statements using the proportionate consolidation method by recognizing its share of the assets, liabilities, revenues, and expenses in respect of its interest in the joint operation. In a joint venture, the venturers do not have rights to individual assets or obligations of the venture. Rather, each venturer has rights to the net assets of the arrangement. The Corporation reports its interests in joint ventures using the equity method. Under the equity method, the investment is initially recognized at cost and the carrying amount is increased or decreased to recognize the Corporation’s share of the joint venture’s net earnings or loss after the date of acquisition. The impact of transactions between the Corporation and joint ventures is eliminated based on the Corporation’s ownership interest. Distributions received from joint ventures reduce the carrying amount of the investment. Any excess of the cost of an acquisition less the fair value of the recognized identifiable assets, liabilities, and contingent liabilities of an acquired joint venture is recognized as goodwill and is included in the carrying amount of the investment and is assessed for impairment as part of the investment. Investments in joint ventures are evaluated for impairment at each reporting date by first assessing whether there is objective evidence that the investment is impaired. If such objective evidence is present, an impairment loss is recognized if the investment’s recoverable amount is less than its carrying amount. The investment’s recoverable amount is determined as the higher of value in use and fair value less costs of disposal. V. Government Incentives Government incentives are recognized when the Corporation has reasonable assurance that it will comply with the conditions associated with the incentive and that the incentive will be received. When the incentive relates to an expense item, it is recognized in net earnings over the same period in which the related costs or revenues are recognized. When the incentive relates to an asset, it is recognized as a reduction of the carrying amount of PP&E and released to earnings as a reduction in depreciation over the expected useful life of the related asset. 100 TransAlta Corporation | 2014 Annual Report Notes to Consolidated Financial Statements W. Earnings per Share Basic earnings per share is calculated by dividing net earnings attributable to common shareholders by the weighted average number of common shares outstanding in the year. Diluted earnings per share is calculated by dividing net earnings attributable to common shareholders, adjusted for the after-tax effects of dividends, interest or other changes in net earnings that would result from potential dilutive instruments, by the weighted average number of common shares outstanding in the year, adjusted for additional common shares that would have been issued on the conversion of all potential dilutive instruments. X. Business Combinations Transactions in which the acquisition constitutes a business are accounted for using the acquisition method. Identifiable assets acquired and liabilities assumed are measured at their acquisition-date fair values. Goodwill is measured as the excess of the fair value of consideration transferred less the fair value of the identifiable assets acquired and liabilities assumed. Acquisition-related costs to effect the business combination, with the exception of costs to issue debt or equity securities, are recognized in net earnings as incurred. Y. Stripping Costs A mine stripping activity asset is recognized when all of the following are met: i) it is probable that the future benefit associated with improved access to the coal reserves associated with the stripping activity will be realized; ii) the component of the coal reserve to which access has been improved can be identified; and iii) the costs related to the stripping activity associated with that component can be measured reliably. Costs include those directly incurred to perform the stripping activity as well as an allocation of directly attributable overheads. The resulting stripping activity asset is amortized on a unit-of-production basis over the expected useful life of the identified component that it relates to. The amortization is recognized as a component of the standard cost of coal inventory. Z. Significant Accounting Judgments and Key Sources of Estimation Uncertainty The preparation of financial statements requires management to make judgments, estimates and assumptions that could affect the reported amounts of assets, liabilities, revenues, expenses, and disclosures of contingent assets and liabilities during the period. These estimates are subject to uncertainty. Actual results could differ from those estimates due to factors such as fluctuations in interest rates, foreign exchange rates, inflation and commodity prices, and changes in economic conditions, legislation, and regulations. In the process of applying the Corporation’s accounting policies, management has to make judgments and estimates about matters that are highly uncertain at the time the estimate is made and that could significantly affect the amounts recognized in the consolidated financial statements. Different estimates with respect to key variables used in the calculations, or changes to estimates, could potentially have a material impact on the Corporation’s financial position or performance. The key judgments and sources of estimation uncertainty are described below: I. Impairment of PP&E and Goodwill Impairment exists when the carrying amount of an asset, CGU or group of CGUs to which goodwill relates exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use. An assessment is made at each reporting date as to whether there is any indication that an impairment loss may exist or that a previously recognized impairment loss may no longer exist or may have decreased. In determining fair value less costs of disposal, information about third-party transactions for similar assets is used and if none is available, other valuation techniques, such as discounted cash flows, are used. Value in use is computed using the present value of management’s best estimates of future cash flows based on the current use and present condition of the asset. In estimating either fair value less costs of disposal or value in use using discounted cash flow methods, estimates and assumptions must be made about sales prices, cost of sales, production, fuel consumed, capital expenditures, retirement costs, and other related cash inflows and outflows over the life of the facilities, which can range from 30 to 60 years. In developing these assumptions, management uses estimates of contracted and future market prices based on expected market supply and demand in the region in which the plant operates, anticipated production levels, planned and unplanned outages, changes to regulations, and transmission capacity or constraints for the remaining life of the facilities. Discount rates are determined by employing a weighted average cost of capital methodology that is based on capital structure, cost of equity, and cost of debt assumptions based on comparable companies with similar risk characteristics 101 TransAlta Corporation | 2014 Annual Report Notes to Consolidated Financial Statements and market data as the asset, CGU or group of CGUs subject to the test. These estimates and assumptions are susceptible to change from period to period and actual results can, and often do, differ from the estimates, and can have either a positive or negative impact on the estimate of the impairment charge, and may be material. Information regarding determinations of CGUs for asset and goodwill impairment testing can be found in Notes 6 and 18. Key assumptions used in determining the 2014 and 2012 recoverable amount of the Centralia coal plant and the 2012 recoverable amount of Sundance Units 1 and 2 are further explained in Note 6. II. III. Leases In determining whether the Corporation’s PPAs and other long-term electricity and thermal contracts contain, or are, leases, management must use judgment in assessing whether the fulfillment of the arrangement is dependent on the use of a specific asset and the arrangement conveys the right to use the asset. For those agreements considered to contain, or be, leases, further judgment is required to determine whether substantially all of the significant risks and rewards of ownership are transferred to the customer or remain with the Corporation, to appropriately account for the agreement as either a finance or operating lease. These judgments can be significant and impact how the Corporation classifies amounts related to the arrangement as either PP&E or as a finance lease receivable on the Consolidated Statements of Financial Position, and therefore the amount of certain items of revenue and expense is dependent upon such classifications. Income Taxes Preparation of the consolidated financial statements involves determining an estimate of, or provision for, income taxes in each of the jurisdictions in which the Corporation operates. The process also involves making an estimate of income taxes currently payable and income taxes expected to be payable or recoverable in future periods, referred to as deferred income taxes. Deferred income taxes result from the effects of temporary differences due to items that are treated differently for tax and accounting purposes. The tax effects of these differences are reflected in the Consolidated Statements of Financial Position as deferred income tax assets and liabilities. An assessment must also be made to determine the likelihood that the Corporation’s future taxable income will be sufficient to permit the recovery of deferred income tax assets. To the extent that such recovery is not probable, deferred income tax assets must be reduced. Management uses the Corporation’s long-range forecasts as a basis for evaluation of recovery of deferred income tax assets. Management must exercise judgment in its assessment of continually changing tax interpretations, regulations, and legislation to ensure deferred income tax assets and liabilities are complete and fairly presented. Differing assessments and applications than the Corporation’s estimates could materially impact the amounts recognized for deferred income tax assets and liabilities. IV. Financial Instruments and Derivatives The Corporation’s financial instruments and derivatives are accounted for at fair value, with the initial and subsequent changes in fair value affecting earnings in the period the change occurs. The fair values of financial instruments and derivatives are classified within three levels, with Level III fair values determined using inputs for the asset or liability that are not readily observable. These fair value levels are outlined and discussed in more detail in Note 13. Some of the Corporation’s fair values are included in Level III because they are not traded on an active exchange or have terms that extend beyond the time period for which exchange-based quotes are available and require the use of internal valuation techniques or models to determine fair value. The determination of the fair value of these contracts and derivative instruments can be complex and relies on judgments and estimates concerning future prices, volatility, and liquidity, among other factors. These fair value estimates may not necessarily be indicative of the amounts that could be realized or settled, and changes in these assumptions could affect the reported fair value of financial instruments. Fair values can fluctuate significantly and can be favourable or unfavourable depending on current market conditions. Judgment is also used in determining whether a highly probable forecasted transaction designated in a cash flow hedge is expected to occur based on the Corporation’s estimates of pricing and production to allow the future transaction to be fulfilled. V. Joint Control In January 2014, the Corporation, through a wholly owned subsidiary, formed an unincorporated joint venture named Fortescue River Gas Pipeline, of which it has a 43 per cent interest. Management, using judgment, assessed whether the Corporation’s sole partner had control over the joint venture, or whether joint control existed. The contractual terms of the joint venture agreement and the management agreement were reviewed and management concluded that joint control exists as decisions regarding the relevant activities of the joint venture require a special majority vote (at least 70 per cent in favour). Accordingly, the business is accounted for as a joint operation. 102 TransAlta Corporation | 2014 Annual Report Notes to Consolidated Financial Statements VI. Project Development Costs Project development costs are capitalized in accordance with the accounting policy in Note 2(K). Management is required to use judgment to determine if there is reason to believe that future costs are recoverable, and that efforts will result in future value to the Corporation, in determining the amount to be capitalized. VII. Provisions for Decommissioning and Restoration Activities TransAlta recognizes provisions for decommissioning and restoration obligations as outlined in Note 2(N) and Note 21. Initial decommissioning provisions, and subsequent changes thereto, are determined using the Corporation’s best estimate of the required cash expenditures, adjusted to reflect the risks and uncertainties inherent in the timing and amount of settlement. The estimated cash expenditures are present valued using a current, risk-adjusted, market-based, pre-tax discount rate. A change in estimated cash flows, market interest rates, or timing could have a material impact on the carrying amount of the provision. VIII. Useful Life of PP&E Each significant component of an item of PP&E is depreciated over its estimated useful life. Estimated useful lives are determined based on current facts and past experience, and take into consideration the anticipated physical life of the asset, existing long-term sales agreements and contracts, current and forecasted demand, the potential for technological obsolescence, and regulations. The useful lives of PP&E are reviewed at least annually to ensure they continue to be appropriate. IX. Employee Future Benefits The Corporation provides pension and other post-employment benefits, such as health and dental benefits, to employees. The cost of providing these benefits is dependent upon many factors, including actual plan experience and estimates and assumptions about future experience. The liability for pension and post-employment benefits and associated costs included in annual compensation expenses are impacted by estimates related to: • employee demographics, including age, compensation levels, employment periods, the level of contributions made to the plans, and earnings on plan assets; • the effects of changes to the provisions of the plans; and • changes in key actuarial assumptions, including rates of compensation and health-care cost increases, and discount rates. Due to the complexity of the valuation of pension and post-employment benefits, a change in the estimate of any one of these factors could have a material effect on the carrying amount of the liability for pension and other post-employment benefits or the related expense. These assumptions are reviewed annually to ensure they continue to be appropriate. X. Other Provisions Where necessary, TransAlta recognizes provisions arising from ongoing business activities, such as interpretation and application of contract terms, ongoing litigation, and force majeure claims. These provisions, and subsequent changes thereto, are determined using the Corporation’s best estimate of the outcome of the underlying event and can also be impacted by determinations made by third parties, in compliance with contractual requirements. The actual amount of the provisions that may be required could differ materially from the amount recognized. 103 TransAlta Corporation | 2014 Annual Report Notes to Consolidated Financial Statements 3. Accounting Changes A. Adoption of New or Amended IFRS On Jan. 1, 2014, the Corporation adopted the following new or amended accounting standards and interpretations that were previously issued by the IASB. There was no impact of adopting these on the consolidated financial statements. I. Offsetting Financial Assets and Financial Liabilities – IAS 32 Financial Instruments: Presentation The amendments clarify the existing guidance on offsetting financial assets and financial liabilities due to the diversity in application of the requirements. II. Recoverable Amount Disclosures for Non-Financial Assets – IAS 36 Impairment of Assets The amendments remove the unintended consequences that IFRS 13 Fair Value Measurement had on the disclosures required under IAS 36 and require disclosure of the recoverable amounts for assets or CGUs for which a significant impairment loss has been recognized or reversed. The amendment was evaluated for application retrospectively from the date of initial application of IFRS 13 Fair Value Measurement, Jan. 1, 2013. B. Other Current Accounting Changes I. Inception Gains and Losses The Corporation restated the Consolidated Statement of Financial Position as at Dec. 31, 2013 to reclassify the inception gains or losses arising from differences between the fair value of a financial instrument at initial recognition (the transaction price) and the amount calculated through a valuation model. These amounts were previously reported as gross contra-risk management assets or liabilities. The adjustment reclassifies them as direct offsets to the value of the derivative contract to which they relate. As a result of the adjustment, long-term risk management assets and long-term risk management liabilities were each reduced by $160 million at Dec. 31, 2013. Corresponding adjustments to the Dec. 31, 2012 Consolidated Statement of Financial Position were immaterial. Refer to Note 13(C) for further information on inception gains and losses. II. Inventory Writedown The Corporation restated the Consolidated Statements of Earnings (Loss) for the years ended Dec. 31, 2013 and 2012 to reclassify inventory writedown as a component of fuel and purchased power. These amounts were previously reported as standalone components of operating income. The adjustment is intended to better capture within gross margin the generally offsetting effects that changes in future power prices have on mark-to-market gains or losses from economic forward power sale hedges, included in revenue, and on inventory writedown or reversals. As a result of the adjustment, fuel and purchased power for the years ended Dec. 31, 2013 and 2012 increased by $22 million and $44 million, respectively. The inventory writedown for the year ended Dec. 31, 2014 was $19 million. III. Net Other Operating Income and Losses The Corporation restated the Consolidated Statements of Earnings (Loss) for the years ended Dec. 31, 2013 and 2012 to reclassify the losses associated with the California claim, the Sundance Units 1 and 2 return to service, and the assumption of pension obligations, as well as gains from insurance recoveries, as a net other operating income and losses group within operating income. Previously, each item was presented in earnings outside of operating income. The Corporation initiated the change as part of its ongoing monitoring of practices concerning additional IFRS measures. As a result of the change, operating income (loss) for the years ended Dec. 31, 2013 and 2012 decreased by $102 million and $254 million, respectively. 104 TransAlta Corporation | 2014 Annual Report Notes to Consolidated Financial Statements C. Comparative Figures Certain comparative figures have been reclassified to conform to the current period’s presentation. These reclassifications did not impact previously reported net earnings. D. Future Accounting Changes Accounting standards that have been previously issued by the IASB, but are not yet effective and have not been applied by the Corporation, include: I. IFRS 9 Financial Instruments In July 2014, on completion of the impairment phase of the project to reform accounting for financial instruments and replace IAS 39 Financial Instruments: Recognition and Measurement, the IASB issued the final version of IFRS 9 Financial Instruments. IFRS 9 includes guidance on the classification and measurement of financial assets and financial liabilities, impairment of financial assets (i.e. recognition of credit losses), and a new hedge accounting model. Under the classification and measurement requirements for financial assets, financial assets must be classified and measured at either amortized cost or at fair value through profit or loss or through OCI, depending on the basis of the entity’s business model for managing the financial asset and the contractual cash flow characteristics of the financial asset. The classification requirements for financial liabilities are unchanged from IAS 39. IFRS 9 requirements address the problem of volatility in net earnings arising from an issuer choosing to measure certain liabilities at fair value and require that the portion of the change in fair value due to changes in the entity’s own credit risk be presented in OCI, rather than within net earnings. The new general hedge accounting model is intended to be simpler and more closely focus on how an entity manages its risks, replaces the IAS 39 effectiveness testing requirements with the principle of an economic relationship, and eliminates the requirement for retrospective assessment of hedge effectiveness. The new requirements for impairment of financial assets introduce an expected loss impairment model that requires more timely recognition of expected credit losses. IAS 39 impairment requirements are based on an incurred loss model where credit losses are not recognized until there is evidence of a trigger event. IFRS 9 is effective for annual periods beginning on or after Jan. 1, 2018 with early application permitted. The Corporation is assessing the impact of adopting this standard on its consolidated financial statements. II. IFRS 15 Revenue from Contracts with Customers In May 2014, the IASB issued IFRS 15 Revenue from Contracts with Customers, which replaces existing revenue recognition guidance with a single comprehensive accounting model. The model specifies that an entity recognizes revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which it expects to be entitled in exchange for those goods or services. IFRS 15 is effective for annual reporting periods beginning on or after Jan. 1, 2017 with early application permitted. The Corporation is assessing the impact of adopting this standard on its consolidated financial statements. 105 TransAlta Corporation | 2014 Annual Report Notes to Consolidated Financial Statements 4. Acquisitions and Disposals During 2012, 2013, and 2014, the following acquisitions and disposals took place in the Generation Segment: A. Acquisitions I. 2013 On Dec. 20, 2013, the Corporation completed the acquisition of a 144 megawatt (“MW”) wind farm in Wyoming (“Wyoming wind farm”) from an affiliate of NextEra Energy Resources, LLC. The total cash consideration transferred was U.S.$102 million ($109 million). The acquisition was TransAlta’s first wind project in the U.S. At the acquisition date, the fair value of assets acquired and liabilities assumed was as follows: Assets: Property, plant, and equipment Intangible assets Goodwill Total assets acquired Liabilities: Decommissioning and restoration provision Total consideration transferred 79 20 13 112 3 109 Goodwill arose in the acquisition primarily as a result of the expectation by the Corporation of future market growth and development opportunities in the region. These benefits are not recognized separately from goodwill as they do not meet the recognition criteria for identifiable intangible assets. All of the goodwill is expected to be deductible for tax purposes. II. 2012 On Sept. 28, 2012, the Corporation acquired the 125 MW Solomon power station located in Western Australia from Fortescue Metals Group Ltd. (“Fortescue”) for U.S.$318 million. The facility is fully contracted with Fortescue under a long-term Power Purchase Agreement (“Agreement”) with an initial term of 16 years commencing in October 2012, after which Fortescue will have the option to either extend the Agreement for an additional five years under the same terms or to acquire the facility. The Corporation has accounted for the facility and associated Agreement as a finance lease with TransAlta being the lessor (see Note 7). B. Disposals I. 2014 On June 12, 2014, the Corporation closed the sale of its 50 per cent ownership of CE Generation, LLC (“CE Gen”), CalEnergy LLC, and the Blackrock development project to MidAmerican Renewables for gross proceeds of U.S.$200.5 million. The original consideration of U.S.$188.5 million was increased as a result of a U.S.$12 million contribution made by the Corporation in May 2014. As a result of the sale, the Corporation recognized a pre-tax gain of $1 million ($2 million after-tax) as part of gain on sale of assets. On Nov. 25, 2014, the Corporation closed the sale of its 50 per cent ownership of Wailuku Holding Company, LLC for gross proceeds of U.S.$5 million. A pre-tax gain of $1 million ($1 million after-tax) was recognized as part of gain on sale of assets. The gains include reclassified cumulative translation gains of $7 million on the divested net assets, offset by related cumulative after-tax losses of $7 million from the related net investment hedge. II. 2013 During 2013, the Corporation realized a pre-tax gain of $10 million relating to the sale of land and a pre-tax gain of $2 million relating to the sale of British Columbia water rights. 106 TransAlta Corporation | 2014 Annual Report Notes to Consolidated Financial Statements 5. Expenses by Nature Expenses classified by nature are as follows: Year ended Dec. 31 2014 2013 (Restated)* 2012 (Restated)* Fuel and purchased power Operations, maintenance, and administration Fuel and purchased power Operations, maintenance, and administration Fuel and purchased power Operations, maintenance, and administration 937 19 75 56 5 – 1,092 – – – – 280 262 542 778 22 85 58 5 – 948 – – – – 251 265 516 645 44 63 41 4 – 797 – – – – 261 238 499 Fuel Coal inventory writedown Purchased power Mine depreciation Salaries and benefits Other operating expenses Total * See Note 3(B) for prior period restatements. 6. Asset Impairment Charges and Reversals All impairment charges and reversals are reported in the Generation Segment. A. 2014 I. Centralia Coal As at Nov. 30, 2014, the Corporation identified the decrease in projected growth in Mid-Columbia power prices as an indicator that the Centralia coal CGU could be impaired. The Centralia coal CGU’s carrying amount at that date, net of associated long-term liabilities, was $372 million. The Corporation estimated the fair value less costs of disposal of the CGU, a Level III fair value measurement, utilizing the Corporation’s long-range forecast and the following key assumptions: Mid-Columbia annual average power prices On-highway diesel fuel on coal shipments Discount rates U.S.$31.00 to 52.00 per MWh U.S.$3.06 to 3.37 per gallon 5.1 to 6.2 per cent The valuation is subject to measurement uncertainty based on those assumptions, and on inputs to the Corporation’s long-range forecast, including changes to fuel costs, operating costs, capital expenses, and the level of contractedness under the Memorandum of Agreement for coal transition established with the State of Washington. The valuation period extended to the assumed decommissioning of the asset, after its projected cessation of operation in its current form in 2025. Fair value less costs of disposal of the CGU was estimated to approximate its carrying amount, and accordingly, no impairment charge was recorded. Any adverse change in assumptions, in isolation, would have resulted in an impairment charge being recorded. The Corporation continues to manage risks associated with the CGU through optimization of its operating activities and capital plan. II. Centralia Gas During 2014, the Corporation sold to external counterparties and transferred to other owned facilities for productive use, assets of the Centralia gas facility, which had been fully impaired and had remained idled since 2010. As a result of the transactions, the Corporation recognized pre-tax impairment reversals of $5 million. 107 TransAlta Corporation | 2014 Annual Report Notes to Consolidated Financial Statements B. 2013 I. Alberta Merchant As part of the annual impairment review and assessment process in 2013, it was determined that the Corporation’s Alberta plants that have significant merchant capacity should be considered one cash-generating unit (the “Alberta Merchant CGU”). Previously, each plant was assessed for impairment individually. The reasons for this change include consideration of the final regulations published by the Canadian federal government in September 2012 governing greenhouse gas emissions and the 50-year total life for Canadian coal-fired power plants; and the Corporation’s refinement of its risk management approach and practices regarding its Alberta wholesale market price exposure. The final regulations confirmed additional operating time and increased flexibility for the Corporation’s Alberta coal plants and led, in part, to the Corporation broadening its view on the management of its Alberta wholesale market price exposure. The Corporation reversed previous pre-tax impairment losses of $23 million on various renewables plants that became part of the Alberta Merchant CGU. The Alberta Merchant CGU’s recoverable amount was based on an estimate of fair value less costs of disposal using a discounted cash flow methodology, based on the Corporation’s long-range forecasts and prices evidenced in the marketplace. Due to a substantial excess of fair value over net book value at other plants included within the Alberta Merchant CGU, valuation assumptions and methodologies were not a significant driver of the impairment reversals. II. Renewables During 2013, the Corporation recognized a total pre-tax impairment charge of $4 million related to three contracted hydro assets. The assets were impaired primarily due to an increase in future capital and operating expenses that resulted from the completion of condition assessments. The annual impairment assessments were based on estimates of fair value less costs of disposal derived from long-range forecasts. C. 2012 I. Sundance Units 1 and 2 During 2012, the Corporation reversed $41 million of the $43 million impairment losses previously taken on Sundance Units 1 and 2. The reversal arose as a result of the additional years of merchant operations expected to be realized at Units 1 and 2 due to amendments to Canadian federal regulations requiring that coal-fired plants be shut down after a maximum of 50 years of operation. The previous draft regulations proposed shutdown after 45 years. The impairment assessment was based on an estimate of fair value less costs of disposal, derived from the cash flows expected to result over the revised useful life of the Units, taking into consideration the provisions of the PPA and prices evidenced in the marketplace. II. Centralia Coal The TransAlta Energy Bill and a Memorandum of Agreement was signed on Dec. 23, 2011 that provided a framework for the orderly transition from coal-fired energy produced at the Centralia coal plant and the shutdown of the units in 2020 and 2025. On July 25, 2012, the Corporation announced that it entered into a long-term power agreement to provide electricity from the Centralia coal plant from December 2014 until the facility is fully retired in 2025. As a result of these agreements, the Corporation recognized a pre-tax impairment charge of $347 million during 2012. The impairment assessment was based on whether the carrying amount of the Centralia coal plant was recoverable based on an estimate of fair value less costs of disposal. III. Renewables During 2012, the Corporation recognized a pre-tax impairment charge of $18 million related to five assets. The impairments resulted from the completion of the annual impairment assessment based on estimates of fair value less costs of disposal, derived from the long-range forecasts and prices evidenced in the marketplace. The assets were impaired primarily due to expectations regarding lower market prices. 108 TransAlta Corporation | 2014 Annual Report Notes to Consolidated Financial Statements 7. Finance Lease Receivables Amounts receivable under the Corporation’s finance leases, comprised of the Fort Saskatchewan cogeneration facility and the Solomon power station finance leases, are as follows: As at Dec. 31 2014 2013 Minimum lease payments Present value of minimum lease payments Minimum lease payments Present value of minimum lease payments Within one year Second to fifth years inclusive More than five years Less: unearned finance lease income Add: unguaranteed residual value Total finance lease receivables Current portion of finance lease receivables (Note 12) Long-term portion of finance lease receivables 51 157 162 370 – 38 408 55 229 479 763 546 191 408 5 403 408 50 209 494 753 548 175 380 3 377 380 8. Net Other Operating (Income) Losses Net other operating (income) losses are comprised of the following: Year ended Dec. 31 California claim Insurance recoveries Supplier settlement Sundance Units 1 and 2 return to service Loss on assumption of pension obligations Net other operating (income) losses A. California Claim 2014 5 (10) (9) – – (14) 2013 56 (8) – 25 29 102 46 143 160 349 – 31 380 2012 – – – 254 – 254 On May 30, 2014, the Corporation announced that its settlement with California utilities, the California Attorney General and certain other parties (the “California Parties”) to resolve claims related to the 2000-2001 power crisis in the State of California had been approved by the Federal Energy Regulatory Commission. The settlement provides for the payment by the Corporation of U.S.$52 million in two equal payments and a credit of approximately U.S.$97 million for monies owed to the Corporation from accounts receivable. The first payment of U.S.$26 million was paid in June 2014 and the second is due in 2015. In 2013, the Corporation accrued for the then expected settlement of these disputes with the California Parties, which resulted in a pre-tax charge to 2013 earnings of approximately U.S.$52 million. The finalization of the settlement in May 2014 resulted in an additional pre-tax charge to 2014 earnings of U.S.$5 million. 109 TransAlta Corporation | 2014 Annual Report Notes to Consolidated Financial Statements B. Insurance Recoveries During 2014, the Corporation received $28 million (2013 – $15 million) in insurance proceeds, of which $18 million (2013 – $7 million) was related to claims for repair costs on certain hydro facilities as a result of flooding in Southern Alberta in June 2013 and was accounted for as a reduction to period operations, maintenance, and administration. The balance, in the amount of $10 million (2013 – $8 million) related to purchases of replacement equipment and business interruption insurance for various prior years’ claims. C. Supplier Settlement During 2014, the Corporation settled a dispute with a supplier in relation to an equipment failure in prior years. D. Sundance Units 1 and 2 Return to Service In December 2010, Units 1 and 2 of the Corporation’s Sundance facility were shut down due to conditions observed in the boilers at both units. On July 20, 2012, an arbitration panel concluded that Unit 1 and Unit 2 were not economically destroyed under the terms of the PPA and the Corporation was required to restore the units to service. For the year ended Dec. 31, 2012, a $254 million pre-tax impact of the ruling has been recognized. During 2013, $25 million of components were retired as a result of the work completed on the units to return them to service. Sundance Unit 1 returned to service on Sept. 2, 2013 and Unit 2 returned to service on Oct. 4, 2013. E. Loss on Assumptions of Pension Obligations Effective Jan. 17, 2013, the Corporation assumed, through its wholly owned subsidiary, SunHills Mining Limited Partnership (“SunHills”), operations and management control of the Highvale mine from Prairie Mines and Royalty Ltd. (“PMRL”). PMRL employees working at the Highvale mine were offered employment by SunHills, which agreed to assume responsibility for certain pension plan and pension funding obligations, which the Corporation previously funded through the payments made under the PMRL mining contracts. As a result, a pre-tax loss of $29 million was recognized in 2013, along with the corresponding liabilities. 9. Net Interest Expense The components of net interest expense, which excludes finance lease income, are as follows: Year ended Dec. 31 Interest on debt Interest income Capitalized interest (Note 17) Ineffectiveness on hedges Interest on finance lease obligations Accretion of provisions (Note 21) Net interest expense 2014 238 – (3) – 1 18 254 2013 240 – (2) – – 18 256 2012 227 (2) (4) 4 – 17 242 110 TransAlta Corporation | 2014 Annual Report 10. Income Taxes A. Consolidated Statements of Earnings (Loss) I. Rate Reconciliations Year ended Dec. 31 Earnings (loss) before income taxes Equity loss Net earnings attributable to non-controlling interests Adjusted earnings (loss) before income taxes Statutory Canadian federal and provincial income tax rate (%) Expected income tax expense (recovery) Increase (decrease) in income taxes resulting from: Lower effective foreign tax rates Resolution of uncertain tax matters Divestiture of investment Statutory and other rate differences Writedown (reversal of writedown) of deferred income tax assets Other Income tax expense (recovery) Effective tax rate (%) II. Components of Income Tax Expense The components of income tax expense (recovery) are as follows: Year ended Dec. 31 Current income tax expense Adjustments in respect of current income tax of previous years Adjustments in respect of deferred income tax of previous years Deferred income tax expense (recovery) related to the origination and reversal of temporary differences Deferred income tax expense (recovery) resulting from changes in tax rates or laws Benefit arising from previously unrecognized tax loss, tax credit, or temporary difference of a prior period used to reduce current income tax expense Benefit arising from previously unrecognized tax loss, tax credit, or temporary difference of a prior period used to reduce deferred income tax expense Deferred income tax expense (recovery) arising from the writedown (reversal of writedown) of deferred income tax assets Income tax expense (recovery) Year ended Dec. 31 Current income tax expense Deferred income tax expense (recovery) Income tax expense (recovery) Notes to Consolidated Financial Statements 2014 239 – (37) 202 25.0 51 (3) (1) (38) – (5) 3 7 3 2014 33 – 2 12 – – (35) (5) 7 2014 33 (26) 7 2013 (12) 10 (29) (31) 25.0 (8) (21) (1) – (5) 28 (1) (8) 26 2013 38 1 (1) (68) (5) – (1) 28 (8) 2013 39 (47) (8) 2012 (445) 15 (37) (467) 25.0 (117) (49) (27) – 7 289 (1) 102 (22) 2012 27 (3) 1 (71) 7 (11) (16) 168 102 2012 13 89 102 For the year ended Dec. 31, 2013, the Corporation wrote off deferred income tax assets of $28 million (2012 – $289 million) related to approximately $80 million (2012 – $826 million) of deductible temporary differences of its U.S. operations. The deferred income tax assets related mainly to the tax benefits of losses associated with the Corporation’s directly owned U.S. operations. The deferred tax assets were written off as it was no longer considered probable that sufficient taxable income would be available from the Corporation’s directly owned U.S. operations to utilize the underlying tax losses, due to reduced price growth expectations. For the year ended Dec. 31, 2014, $5 million of previously written off deferred income tax assets was reversed based on changes to taxable and deductible temporary differences that impact the net U.S. deferred income tax assets. Net operating losses expire between 2021 and 2034. 111 TransAlta Corporation | 2014 Annual Report Notes to Consolidated Financial Statements B. Consolidated Statements of Changes in Equity The aggregate current and deferred income tax related to items charged or credited to equity are as follows: Year ended Dec. 31 Income tax expense (recovery) related to: Net impact related to cash flow hedges Net impact related to net investment hedges Net actuarial gains (losses) Common and preferred share issuance costs Income tax expense (recovery) reported in equity 2014 2013 2012 88 (8) (7) (1) 72 12 (5) 11 – 18 2014 716 101 (916) (144) 68 81 – 48 14 2 (30) (359) (389) (15) 2 (8) (5) (26) 2013 665 91 (923) (24) 60 63 18 6 13 7 (24) (317) (341) 2013 118 (459) (341) C. Consolidated Statements of Financial Position Significant components of the Corporation’s deferred income tax assets (liabilities) are as follows: As at Dec. 31 Net operating loss carryforwards Future decommissioning and restoration costs Property, plant, and equipment Risk management assets and liabilities, net Employee future benefits and compensation plans Interest deductible in future periods Allowance for doubtful accounts Foreign exchange differences on U.S.-denominated debt Deferred coal rights revenue Other deductible temporary differences Net deferred income tax liability, before writedown of deferred income tax assets Writedown of deferred income tax assets Net deferred income tax liability, after writedown of deferred income tax assets The net deferred income tax liability is presented in the Consolidated Statements of Financial Position as follows: As at Dec. 31 Deferred income tax assets1 Deferred income tax liabilities Net deferred income tax liability 2014 45 (434) (389) 1 The deferred income tax assets presented on the Consolidated Statements of Financial Position are recoverable based on estimated future earnings and tax planning strategies. The assumptions used in the estimate of future earnings are based on the Corporation’s long-range forecasts. D. Contingencies As of Dec. 31, 2014, the Corporation had recognized a net liability of $7 million (2013 – $8 million) related to uncertain tax positions. The change in the liability for uncertain tax positions is as follows: Balance, Dec. 31, 2012 Increase as a result of tax positions taken during a prior period Decrease as a result of settlements with taxation authorities Balance, Dec. 31, 2013 Decrease as a result of settlements with taxation authorities Balance, Dec. 31, 2014 (9) (3) 4 (8) 1 (7) 112 TransAlta Corporation | 2014 Annual Report Notes to Consolidated Financial Statements 11. Non-Controlling Interests The Corporation’s subsidiaries and operations that have non-controlling interests are as follows: Subsidiary/Operation TransAlta Cogeneration L.P. TransAlta Renewables Kent Hills wind farm2 1 As at Dec. 31, 2013, the non-controlling interest was 19.3%. 2 Owned by TransAlta Renewables. Non-controlling interest owned by 49.99% – Canadian Power Holdings Inc. 29.70% – Public shareholders1 17% – Natural Forces Technologies Inc. TransAlta Cogeneration, L.P. operates a portfolio of cogeneration facilities in Canada and owns 50 per cent of a coal facility. TransAlta Renewables owns and operates a portfolio of 28 renewable power generation facilities in Canada and owns an economic interest in a wind facility in the U.S. Summarized financial information relating to subsidiaries with significant non-controlling interests is as follows: A. TransAlta Cogeneration L.P. Year ended Dec. 31 Revenues Net earnings Total comprehensive income Amounts attributable to the non-controlling interest: Net earnings Total comprehensive income Distributions paid to Canadian Power Holdings Inc. As at Dec. 31 Current assets Long-term assets Current liabilities Long-term liabilities Total equity Equity attributable to Canadian Power Holdings Inc. B. TransAlta Renewables 2014 305 71 72 35 35 56 2013 295 48 71 24 36 46 2014 58 588 (64) (59) (523) (260) 2012 306 69 57 34 28 55 2013 56 632 (56) (68) (564) (280) On May 28, 2013, the Corporation formed a new subsidiary, TransAlta Renewables, to provide investors with the opportunity to invest directly in a highly contracted portfolio of renewable power generation facilities. The Corporation retains control over TransAlta Renewables, and therefore consolidates TransAlta Renewables. On Aug. 9, 2013, the Corporation transferred 28 indirectly owned wind and hydroelectric generating assets to TransAlta Renewables through the sale of all the issued and outstanding shares of two subsidiaries: Canadian Hydro Developers, Inc. (“CHD”) and Western Sustainable Power Inc. On Aug. 29, 2013, TransAlta Renewables completed an Initial Public Offering and issued 22.1 million common shares for gross proceeds of $221 million. After completion of these transactions and at Dec. 31, 2013, the Corporation owned 92.6 million common shares of TransAlta Renewables, representing an 80.7 per cent ownership interest. In total, the Corporation received $207 million in cash consideration net of commissions and expenses. The excess of consideration received over the net book value of the Corporation’s divested interest was $4 million and was recognized in retained earnings (deficit). 113 TransAlta Corporation | 2014 Annual Report Notes to Consolidated Financial Statements On April 29, 2014, the Corporation completed a secondary offering of 11,950,000 common shares of TransAlta Renewables at a price of $11.40 per common share. The offering resulted in gross proceeds to the Corporation of approximately $136 million. Following completion of the offering and at Dec. 31, 2014, TransAlta owns approximately 70.3 per cent of the common shares of TransAlta Renewables. As a result of the transaction, the carrying amount of the non-controlling interests was increased by $109 million to reflect the approximate 10.4 per cent increase in their relative interest in TransAlta Renewables and a $20 million gain, net of tax and issuance costs, attributable to common shareholders, was recognized directly in retained earnings (deficit). Non-controlling interest in TransAlta Renewables arose on formation of the subsidiary in August 2013, and 2012 comparative information is, therefore, not provided. The net earnings, distributions, and equity attributable to non-controlling interests includes the 17 per cent non-controlling interest in the 150 MW Kent Hills wind farm, located in New Brunswick. Year ended Dec. 31 Revenues Net earnings Total comprehensive income Amounts attributable to the non-controlling interests: Net earnings and total comprehensive income Distributions paid to non-controlling interests As at Dec. 31 Current assets Long-term assets Current liabilities Long-term liabilities Total equity Equity attributable to non-controlling interests 12. Trade and Other Receivables As at Dec. 31 Gross trade accounts receivable Allowance for doubtful accounts Net trade receivables Income taxes receivable Current portion of finance lease receivables (Note 7) Collateral paid (Note 14) Trade and other receivables The change in the allowance for doubtful accounts is as follows: Balance, Dec. 31, 2012 Change in foreign exchange rates Balance, Dec. 31, 2013 Change in foreign exchange rates Settlement of California claim (Note 8) Balance, Dec. 31, 2014 114 2014 233 52 52 15 28 2014 61 1,903 (241) (682) (1,041) (334) 2014 415 – 415 5 5 25 450 2013 245 53 54 5 9 2013 59 1,954 (100) (846) (1,067) (237) 2013 522 (49) 473 8 3 20 504 46 3 49 7 (56) – TransAlta Corporation | 2014 Annual Report Notes to Consolidated Financial Statements 13. Financial Instruments A. Financial Assets and Liabilities – Classification and Measurement Financial assets and financial liabilities are measured on an ongoing basis at cost, fair value, or amortized cost (see Note 2(C)). The following table outlines the carrying amounts and classifications of the financial assets and liabilities: Carrying value as at Dec. 31, 2014 Financial assets Cash and cash equivalents Trade and other receivables Long-term portion of finance lease receivables Risk management assets Current Long-term Financial liabilities Accounts payable and accrued liabilities Dividends payable Risk management liabilities Current Long-term Long-term debt and finance lease obligations1 Derivatives used for hedging Derivatives classified as held for trading Loans and receivables Other financial liabilities – – – 93 393 – – 39 75 – – – – 180 9 – – 89 19 – 43 450 403 – – – – – – – Carrying value as at Dec. 31, 2013 (Restated – see Note 3(B)) Derivatives used for hedging Derivatives classified as held for trading Loans and receivables Other financial liabilities 4,056 4,056 Financial assets Cash and cash equivalents Trade and other receivables Long-term portion of finance lease receivables Risk management assets Current Long-term Financial liabilities Accounts payable and accrued liabilities Dividends payable Risk management liabilities Current Long-term Long-term debt and finance lease obligations1 1 Includes current portion. – – – 17 90 – – 20 72 – – – – 96 26 – – 65 31 – 42 504 377 – – – – – – – Total 43 450 403 273 402 481 55 128 94 Total 42 504 377 113 116 447 85 85 103 – – – – – 481 55 – – – – – – – 447 85 – – 4,347 4,347 115 TransAlta Corporation | 2014 Annual Report Notes to Consolidated Financial Statements B. Fair Value of Financial Instruments The fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair values can be determined by reference to prices for that instrument in active markets to which the Corporation has access. In the absence of an active market, the Corporation determines fair values based on valuation models or by reference to other similar products in active markets. Fair values determined using valuation models require the use of assumptions. In determining those assumptions, the Corporation looks primarily to external readily observable market inputs. However, if not available, the Corporation uses inputs that are not based on observable market data. Levels I, II, and III Fair Value Measurements and Transfers between Fair Value Levels The Level I, II, and III classifications in the fair value hierarchy utilized by the Corporation are defined below. The fair value measurement of a financial instrument is included in only one of the three levels, the determination of which is based on the lowest level input that is significant to the derivation of the fair value. Level I Fair values are determined using inputs that are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Corporation has the ability to access at the measurement date. In determining Level I fair values, the Corporation uses quoted prices for identically traded commodities obtained from active exchanges such as the New York Mercantile Exchange. I. a. b. Level II Fair values are determined, directly or indirectly, using inputs that are observable for the asset or liability. Fair values falling within the Level II category are determined through the use of quoted prices in active markets, which in some cases are adjusted for factors specific to the asset or liability, such as basis, credit valuation, and location differentials. The Corporation’s commodity risk management Level II financial instruments include over-the-counter derivatives with values based on observable commodity futures curves and derivatives with inputs validated by broker quotes or other publicly available market data providers. Level II fair values are also determined using valuation techniques, such as option pricing models and regression or extrapolation formulas, where the inputs are readily observable, including commodity prices for similar assets or liabilities in active markets, and implied volatilities for options. In determining Level II fair values of other risk management assets and liabilities and long-term debt measured and carried at fair value, the Corporation uses observable inputs other than unadjusted quoted prices that are observable for the asset or liability, such as interest rate yield curves and currency rates. For certain financial instruments where insufficient trading volume or lack of recent trades exists, the Corporation relies on similar interest or currency rate inputs and other third-party information such as credit spreads. 116 TransAlta Corporation | 2014 Annual Report Notes to Consolidated Financial Statements c. Level III Fair values are determined using inputs for the asset or liability that are not readily observable. The Corporation may enter into commodity transactions for which market-observable data is not available. In these cases, Level III fair values are determined using valuation techniques such as the Black-Scholes, mark-to-forecast, and historical bootstrap models with inputs that are based on historical data such as unit availability, transmission congestion, demand profiles for individual non-standard deals and structured products, and/or volatilities and correlations between products derived from historical prices. The Corporation also has various contracts with terms that extend beyond a liquid trading period. As forward market prices are not available for the full period of these contracts, the value of these contracts is derived by reference to a forecast that is based on a combination of external and internal fundamental modelling, including discounting. As a result, these contracts are classified in Level III. The Corporation has a Commodity Exposure Management Policy (the “Policy”), which governs both the commodity transactions undertaken in its proprietary trading business and those undertaken to manage commodity price exposures in its generation business. The Policy defines and specifies the controls and management responsibilities associated with commodity trading activities, as well as the nature and frequency of required reporting of such activities. Methodologies and procedures regarding commodity risk management Level III fair value measurements are determined by the Corporation’s risk management department. Level III fair values are calculated within the Corporation’s energy trading risk management system based on underlying contractual data as well as observable and non-observable inputs. Development of non-observable inputs requires the use of judgment. To ensure reasonability, system-generated Level III fair value measurements are reviewed and validated by the risk management and finance departments. Review occurs formally on a quarterly basis or more frequently if daily review and monitoring procedures identify unexpected changes to fair value or changes to key parameters. The effect of using reasonably possible alternative assumptions as inputs to valuation techniques from which the Level III commodity risk management financial instruments fair values are determined at Dec. 31, 2014 is estimated to be a +/- $120 million (2013 +/- $105 million) impact to the carrying value of the financial instruments. Fair values are stressed for volumes and prices. An amount of +/- $92 million (2013 +/- $87 million) in the stress value stems from a long-dated power sale contract that is designated as a cash flow hedge, while the remaining +/-$28 million (2013 +/- $18 million) accounts for the rest of the portfolio. The variable volumes are stressed up and down one standard deviation from historically available production data. Prices are stressed for longer-term deals where there are no liquid market quotes using various internal and external forecasting sources to establish a high and a low price range. 117 TransAlta Corporation | 2014 Annual Report Notes to Consolidated Financial Statements Information about the significant unobservable inputs used in determining Level III fair values is as follows: Description Unit contingent power purchases Long-term power sale – Alberta Long-term power sale – U.S. Coal supply revenue sharing Effects on fair value as at Dec. 31, 2014 Valuation technique (53) Historical bootstrap (13) 511 (1) Long-term price forecast Long-term price forecast Black-Scholes and exotic valuation techniques Unit contingent power sales (3) Black-Scholes Unobservable input Price discount Volumetric discount1 Illiquid future power prices (per MWh) Illiquid future power prices (per MWh) Volumes (MWh) Illiquid commodity forward price volatilities Illiquid future power prices (per MWh) Illiquid future coal prices (per ton) Illiquid commodity forward price volatilities Illiquid forward power price spreads (per MWh) Transmission and financial transmission rights Structured products in Eastern markets (1) Historical bootstrap 3 Option valuation techniques and historical bootstrap Implied volatilities Correlations Non-standard shape factors 1 A change in the volumetric discount, could, depending on other market dynamics, result in a directionally similar change in the price discount. Description Unit contingent power purchases Long-term power sale – Alberta Long-term power sale – U.S. Effects on fair value as at Dec. 31, 2013 43 (9) 234 Valuation technique Historical bootstrap Long-term price forecast Long-term price forecast Unobservable input Price discount Volumetric discount1 Illiquid future power prices (per MWh) Illiquid future power prices (per MWh) Coal supply revenue sharing (12) Black-Scholes Volumes (MWh) Unit contingent power sales (5) Black-Scholes Illiquid future implied volatilities in MidC power Illiquid commodity forward price volatilities Range 0.3-1.5 per cent 0-10 per cent $91-$99 U.S.$41-U.S.$50 17-25 per cent of available generation 13-36 per cent U.S.$22-U.S.$62 U.S.$14-U.S.$16 32-67 per cent U.S.$(12)-U.S.$13 and $0-$6 26-86 per cent 53-82 per cent 69-103 per cent Range 0-2 per cent 0-14 per cent $52-$91 U.S.$32-U.S.$79 18-25 per cent of available generation 35 per cent 55 per cent 1 A change in the volumetric discount, could, depending on other market dynamics, result in a directionally similar change in the price discount. The effects on fair values of significant unobservable inputs exclude the effects of observable inputs such as liquidity and credit discounts. 118 TransAlta Corporation | 2014 Annual Report Notes to Consolidated Financial Statements d. Transfers between Fair Value Levels Fair value Level transfers can occur where the availability of inputs that are used to determine fair values have changed. A transfer from Level III to Level II occurs where inputs that were not readily observable have become observable during the period. The Corporation’s policy is for Level transfers to occur at the end of each period. During 2014, there were no (2013 – $28 million) fair value transfers from Level III net commodity risk management assets to Level II net commodity risk management assets. During 2013, the contract terms were determined to be within a liquid trading period where observable prices were available. Previously, the trade terms of these contracts were beyond a liquid trading period where forward price forecasts were not available for the full period of the contract. II. Commodity Risk Management Assets and Liabilities Commodity risk management assets and liabilities include risk management assets and liabilities that are used in the Energy Marketing and Generation segments in relation to trading activities and certain contracting activities. To the extent applicable, changes in net risk management assets and liabilities for non-hedge positions are reflected within earnings of the Energy Marketing and Generation business segments. The following table summarizes the key factors impacting the fair value of the commodity risk management assets and liabilities by classification level during the years ended Dec. 31, 2014 and 2013, respectively: Hedges Non-Hedges Total Level I Level II Level III Level I Level II Level III Level I Level II Level III Net risk management assets (liabilities) at Dec. 31, 2013 – (66) 55 Changes attributable to: Market price changes on existing contracts Market price changes on new contracts Contracts settled Net risk management assets (liabilities) at Dec. 31, 2014 Additional Level III information: Gains recognized in OCI Total gains (losses) included in earnings before income taxes Unrealized losses included in earnings before income taxes relating to net liabilities held at Dec. 31, 2014 – – – – (13) 260 3 17 – (1) (59) 314 260 1 – – – – – – 14 11 – (52) 66 6 131 29 180 20 (80) (48) (97) – (60) (108) – – – – (7) 134 46 121 280 (80) (49) 217 260 (59) (108) Net risk management assets (liabilities) at Dec. 31, 2012 – (63) 3 (1) 79 28 (1) 16 31 Hedges Non-Hedges Total Level I Level II Level III Level I Level II Level III Level I Level II Level III Changes attributable to: Market price changes on existing contracts Market price changes on new contracts Contracts settled Transfers out of Level III Net risk management assets (liabilities) at Dec. 31, 2013 Additional Level III information: Gains recognized in OCI Total gains included in earnings before income taxes Unrealized gains included in earnings before income taxes relating to net assets held at Dec. 31, 2013 – – – – – (18) 5 10 – (6) 58 – – (66) 55 – – 1 – – (21) (21) (51) 28 14 52 – – – – 1 – – (39) (16) (41) 28 (52) 26 (1) (14) (28) 11 – 25 11 20 57 (14) (28) 66 52 25 11 119 TransAlta Corporation | 2014 Annual Report Notes to Consolidated Financial Statements III. Other Risk Management Assets and Liabilities Other risk management assets and liabilities primarily include risk management assets and liabilities that are used in hedging non-energy marketing transactions, such as interest rates, the net investment in foreign operations, and other foreign currency risks. Changes in other risk management assets and liabilities related to hedge positions are reflected within net earnings when such transactions have settled during the period or when ineffectiveness exists in the hedging relationship. Other risk management assets and liabilities, with total net value of $115 million as at Dec. 31, 2014 (2013 – $27 million), are classified as Level II fair value measurements. IV. Other Financial Assets and Liabilities The fair value of financial liabilities measured at other than fair value is as follows: Long-term debt1 – Dec. 31, 2014 Long-term debt1 – Dec. 31, 2013 Fair value Level I Level II Level III – – 4,091 4,367 – – Total 4,091 4,367 Total carrying value 3,918 4,262 1 Includes current portion and excludes $64 million (Dec. 31, 2013 – $60 million) of debt measured and carried at fair value. The fair values of the Corporation’s debentures and senior notes are determined using prices observed in secondary markets. Non-recourse and other long-term debt fair values are determined by calculating an implied price based on a current assessment of the yield to maturity. The carrying amount of other short-term financial assets and liabilities (cash and cash equivalents, trade accounts receivable, collateral paid, accounts payable and accrued liabilities, collateral received, and dividends payable) approximates fair value due to the liquid nature of the asset or liability. C. Inception Gains and Losses The majority of derivatives traded by the Corporation are based on adjusted quoted prices on an active exchange or extend beyond the time period for which exchange-based quotes are available. The fair values of these derivatives are determined using inputs that are not readily observable. Refer to Note 13(B) for fair value Level III valuation techniques used. In some instances, a difference may arise between the fair value of a financial instrument at initial recognition (the “transaction price”) and the amount calculated through a valuation model. This unrealized gain or loss at inception is recognized in net earnings (loss) only if the fair value of the instrument is evidenced by a quoted market price in an active market, observable current market transactions that are substantially the same, or a valuation technique that uses observable market inputs. Where these criteria are not met, the difference is deferred on the Consolidated Statements of Financial Position in risk management assets or liabilities, and is recognized in net earnings (loss) over the term of the related contract. The difference between the transaction price and the fair value determined using a valuation model, yet to be recognized in net earnings (loss), and a reconciliation of changes is as follows: As at Dec. 31 Unamortized net gain at beginning of year New inception gains Amortization recorded in net earnings during the year Unamortized net gain at end of year 2014 160 23 5 188 2013 5 156 (1) 160 2012 4 3 (2) 5 During 2013, the Corporation finalized a contract to sell power in the U.S. Pacific Northwest region. The contract was designated as an all-in-one cash flow hedge. As a result, the contract was recognized as a risk management asset at fair value. The fair value was classified as Level III, which resulted in the recognition of an inception gain. The inception gain was deferred and recorded as an offset to the risk management asset. 120 TransAlta Corporation | 2014 Annual Report Notes to Consolidated Financial Statements 14. Risk Management Activities A. Net Risk Management Assets and Liabilities Aggregate net risk management assets and liabilities are as follows: As at Dec. 31, 2014 Commodity risk management Current Long-term Net commodity risk management assets Other Current Long-term Net other risk management assets (liabilities) Total net risk management assets As at Dec. 31, 2013 (Restated – see Note 3(B)) Commodity risk management Current Long-term Net commodity risk management assets (liabilities) Other Current Long-term Net other risk management assets Total net risk management assets Net investment hedges Cash flow hedges Fair value hedges Not designated as a hedge – – – – – – – (2) 257 255 56 55 111 366 – – – – 6 6 6 93 (10) 83 (2) – (2) 81 Net investment hedges Cash flow hedges Fair value hedges Not designated as a hedge – – – 1 – 1 1 (15) 4 (11) 11 7 18 7 – – – – 7 7 7 30 (5) 25 1 – 1 26 Total 91 247 338 54 61 115 453 Total 15 (1) 14 13 14 27 41 Additional information on derivative instruments has been presented on a net basis below. I. Netting Arrangements Information about the Corporation’s financial assets and liabilities that are subject to enforceable master netting arrangements or similar agreements is as follows: As at Dec. 31 2014 2013 Gross amounts recognized Gross amounts set-off Net amounts as presented in the Consolidated Statements of Financial Position Current financial assets Long-term financial assets Current financial liabilities Long-term financial liabilities Current financial assets Long-term financial assets Current financial liabilities Long-term financial liabilities 578 (204) 608 (10) (380) 204 (98) 10 385 (157) 285 – (342) 156 (69) 1 374 598 (176) (88) 228 285 (186) (68) 121 TransAlta Corporation | 2014 Annual Report Notes to Consolidated Financial Statements II. Hedges a. Net Investment Hedges i. Hedges of Foreign Operations The Corporation’s hedges of its net investment in foreign operations are comprised of U.S.-dollar-denominated long-term debt with a face value of U.S.$580 million (2013 – U.S.$850 million) and the following foreign currency forward contracts: As at Dec. 31 2014 Notional amount sold Notional amount purchased Foreign Currency Forward Contracts AUD235 – CAD221 – Fair value asset – – Notional amount sold Maturity 2015 AUD200 – USD10 2013 Notional amount purchased CAD188 CAD11 Fair value asset 1 – Maturity 2014 2014 During 2014, following the divestiture of CE Gen (see Note 4), the Corporation de-designated U.S.$180 million of U.S.-denominated debt from its net investment hedge of U.S. operations. Reclassification from AOCI of the cumulative translation adjustment of the disposed foreign operation and the related cumulative net investment hedge amounts have been included in the gain on disposition. In 2014, the Corporation also de-designated an additional U.S.$90 million of U.S.-denominated debt from its net investment hedge of other U.S. operations. This change did not impact earnings or AOCI in the period. Prospectively, the de-designated tranches of U.S.-denominated debt are being hedged with foreign currency derivative instruments. During 2013, the Corporation de-designated $20 million of U.S.-dollar denominated debentures from its net investment hedges. b. Cash Flow Hedges i. Commodity Risk Management The Corporation’s outstanding commodity derivative instruments designated as hedging instruments are as follows: As at Dec. 31 2014 2013 Type (thousands) Electricity (MWh) Natural gas (GJ) Oil (gallons) Notional amount sold 4,977 963 – Notional amount purchased – 32,113 6,720 Notional amount sold 5,977 963 – Notional amount purchased – 35,775 4,116 During 2014, unrealized pre-tax gains of $3 million (2013 – $1 million, 2012 – nil) were released from AOCI and recognized in earnings due to hedge ineffectiveness for accounting purposes. All designated hedging relationships were effective as of Dec. 31, 2014. During 2014, unrealized pre-tax gains of $2 million (2013 – nil, 2012 – $90 million gain) related to certain power hedging relationships that were previously de-designated and deemed ineffective for accounting purposes were released from AOCI and recognized in net earnings. The cash flow hedges were in respect of future power production expected to occur between 2012 and 2017. In the first quarter of 2011, the production was assessed as highly probable not to occur based on then forecast prices. These unrealized gains were calculated using then current forward prices that changed between then and the time the contracts settled. Had these hedges not been deemed ineffective for accounting purposes, the revenues associated with these contracts would have been recorded in net earnings when settled, the majority of which occurred during 2012; however, the expected cash flows from these contracts would not change. As at Dec. 31, 2014, cumulative gains of $3 million related to certain cash flow hedges that were previously de-designated and no longer meet the criteria for hedge accounting continue to be deferred in AOCI and will be reclassified to net earnings as the forecasted transactions occur or immediately if the forecasted transactions are no longer expected to occur. 122 TransAlta Corporation | 2014 Annual Report Notes to Consolidated Financial Statements ii. Foreign Currency Rate Risk Management The Corporation uses foreign exchange forward contracts to hedge a portion of its future foreign-denominated receipts and expenditures, and both foreign exchange forward contracts and cross-currency swaps to manage foreign exchange exposure on foreign-denominated debt not designated as a net investment hedge. As at Dec. 31 Notional amount sold 2014 Notional amount purchased Fair value asset (liability) Maturity Notional amount sold Notional amount purchased Fair value asset (liability) 2013 Foreign Exchange Forward Contracts – foreign-denominated receipts/expenditures CAD194 AUD49 USD4 CAD2 USD180 JPY4,522 CAD4 EUR2 16 (1) – – 2015–2018 2015–2017 2015 2015 Foreign Exchange Forward Contracts – foreign–denominated debt CAD59 USD50 – – – – – – – – – – – – – Cross–Currency Swaps – foreign–denominated debt CAD530 CAD434 CAD192 USD500 USD400 USD180 50 28 18 iii. Effect of Cash Flow Hedges 2015 – – – – 2015 2017 2018 CAD220 USD205 – USD4 CAD3 CAD52 CAD106 CAD310 USD100 CAD22 – CAD4 EUR2 USD50 USD100 USD300 CAD107 USD20 CAD530 USD500 – – – – 2 – – – 2 1 9 – – 4 – – Maturity 2014–2018 – 2014 2014 2014 2014 2014 2014 2014 2015 – – The following tables summarize the pre-tax amounts recognized in and reclassified out of OCI related to cash flow hedges: Year ended Dec. 31, 2014 Effective portion Ineffective portion Derivatives in cash flow hedging relationships Pre-tax gain (loss) recognized in OCI Location of (gain) loss reclassified from OCI Pre-tax (gain) loss reclassified from OCI Location of (gain) loss reclassified from OCI Pre-tax (gain) loss recognized in earnings Commodity contracts Foreign exchange forwards on commodity contracts Foreign exchange forwards on project hedges Foreign exchange forwards on U.S. debt Cross-currency swaps Forward starting interest rate swaps OCI impact Revenue 212 Fuel and purchased power 24 Revenue Fuel and purchased power 14 14 Revenue (1) Revenue Property, plant, and equipment Foreign exchange (gain) loss Foreign exchange (gain) loss (1) (9) 89 – 6 (94) Foreign exchange (gain) loss Foreign exchange (gain) loss Foreign exchange (gain) loss – Interest expense 6 Interest expense (3) – – – – – – 305 OCI impact (45) Net earnings impact (3) 123 TransAlta Corporation | 2014 Annual Report Notes to Consolidated Financial Statements Year ended Dec. 31, 2013 Effective portion Ineffective portion Derivatives in cash flow hedging relationships Pre-tax gain (loss) recognized in OCI Location of (gain) loss reclassified from OCI Pre-tax (gain) loss reclassified from OCI Location of (gain) loss reclassified from OCI Pre-tax (gain) loss recognized in earnings Revenue 17 Revenue (2) Commodity contracts Foreign exchange forwards on commodity contracts Foreign exchange forwards on project hedges Foreign exchange forwards on U.S. debt Cross-currency swaps Forward starting interest rate swaps OCI impact Fuel and purchased power 11 11 Revenue Property, plant, and equipment Foreign exchange (gain) loss Foreign exchange (gain) loss – 33 33 19 2 2 (38) (29) Fuel and purchased power Revenue Foreign exchange (gain) loss Foreign exchange (gain) loss Foreign exchange (gain) loss – Interest expense 6 Interest expense – – – – – – 88 OCI impact (21) Net earnings impact (2) Year ended Dec. 31, 2012 Effective portion Ineffective portion Derivatives in cash flow hedging relationships Pre-tax gain (loss) recognized in OCI Location of (gain) loss reclassified from OCI Pre-tax (gain) loss reclassified from OCI Location of (gain) loss reclassified from OCI Revenue 13 Revenue Pre-tax (gain) loss recognized in earnings (90) Commodity contracts Foreign exchange forwards on commodity contracts Foreign exchange forwards on project hedges Foreign exchange forwards on U.S. debt Cross-currency swaps Forward starting interest rate swaps OCI impact Fuel and purchased power 36 (3) Revenue (3) (20) (6) (15) (11) Property, plant, and equipment Foreign exchange (gain) loss Foreign exchange (gain) loss Interest expense OCI impact Fuel and purchased power Revenue Foreign exchange (gain) loss Foreign exchange (gain) loss Foreign exchange (gain) loss Interest expense Net earnings impact 2 1 7 30 13 2 68 – – – – – 3 (87) Over the next 12 months, the Corporation estimates that $7 million of after-tax gains will be reclassified from AOCI to net earnings. These estimates assume constant natural gas and power prices, interest rates, and exchange rates over time; however, the actual amounts that will be reclassified may vary based on changes in these factors. 124 TransAlta Corporation | 2014 Annual Report Notes to Consolidated Financial Statements c. i. Fair Value Hedges Interest Rate Risk Management The Corporation has converted a portion of its fixed interest rate debt with a rate of 6.65 per cent (2013 – 6.65 per cent) to a floating interest rate based on the U.S. LIBOR rate using interest rate swaps as outlined below: As at Dec. 31 Notional amount USD50 2014 Fair value asset 6 Maturity 2018 Notional amount USD50 2013 Fair value asset 7 Maturity 2018 Including the interest rate swaps above, 4 per cent of the Corporation’s debt as at Dec. 31, 2014 is subject to floating interest rates (2013 – 21 per cent). ii. Effects of Fair Value Hedges The following table summarizes the pre-tax impact on the Consolidated Statements of Earnings (Loss) of fair value hedges, including any ineffective portion: Year ended Dec. 31 Derivatives in fair value hedging relationships Interest rate contracts Long-term debt Earnings (loss) impact III. Non-Hedges Location of gain (loss) recognized in earnings Net interest expense Net interest expense 2014 2013 2012 (1) 1 – (2) 2 – (16) 15 (1) The Corporation enters into various derivative transactions as well as other contracting activities that do not qualify for hedge accounting or where a choice was made not to apply hedge accounting. As a result, the related assets and liabilities are classified as held for trading. The net realized and unrealized gains or losses from changes in the fair value of these derivatives are reported in earnings in the period the change occurs. a. Commodity Risk Management As at Dec. 31 2014 2013 Type (thousands) Electricity (MWh) Natural gas (GJ) Emissions (tonnes) Heating oil (gallons) b. Other Non-Hedge Derivatives Notional amount sold 30,821 156,898 50 – Notional amount purchased 23,685 198,969 75 – Notional amount sold 34,741 215,730 70 – 2013 As at Dec. 31 Notional amount sold 2014 Notional amount purchased Fair value asset (liability) Foreign Exchange Forward Contracts CAD264 AUD63 AUD47 USD227 CAD61 USD40 AUD10 Derivatives embedded in supplier contracts1 EUR7 1 1 3 – Maturity 2015 2015 2015-2016 2015 USD40 EUR7 AUD47 AUD10 (7) – 2015-2016 2015 Notional amount sold Notional amount purchased Fair value asset CAD91 USD85 – – – – – – – – – – 1 – – – – – 1 Result from payments that are not denominated in the functional currency of either party under a contract with a supplier. Notional amount purchased 24,456 224,661 70 9,576 Maturity 2014 – – – – – 125 TransAlta Corporation | 2014 Annual Report Notes to Consolidated Financial Statements c. Total Return Swaps The Corporation has certain compensation and deferred and restricted share unit programs, the values of which depend on the common share price of the Corporation. The Corporation has fixed a portion of the settlement cost of these programs by entering into a total return swap for which hedge accounting has not been applied. The total return swap is cash settled every quarter based upon the difference between the fixed price and the market price of the Corporation’s common shares at the end of each quarter. d. Effect of Non-Hedges For the year ended Dec. 31, 2014, the Corporation recognized a net unrealized gain of $46 million (2013 – loss of $40 million, 2012 – loss of $123 million) related to commodity derivatives. For the year ended Dec. 31, 2014, a gain of $10 million (2013 – gain of $8 million, 2012 – loss of $4 million) related to foreign exchange and other derivatives was recognized and is comprised of a net unrealized gain of $2 million (2013 – loss of $1 million, 2012 – gain of $1 million) and a net realized gain of $8 million (2013 – gain of $9 million, 2012 – loss of $5 million). B. Nature and Extent of Risks Arising from Financial Instruments The following discussion is limited to the nature and extent of risks arising from financial instruments. I. Market Risk a. Commodity Price Risk The Corporation has exposure to movements in certain commodity prices in both its electricity generation and proprietary trading businesses, including the market price of electricity and fuels used to produce electricity. Most of the Corporation’s electricity generation and related fuel supply contracts are considered to be contracts for delivery or receipt of a non-financial item in accordance with the Corporation’s expected own use requirements and are not considered to be financial instruments. As such, the discussion related to commodity price risk is limited to the Corporation’s proprietary trading business and commodity derivatives used in hedging relationships associated with the Corporation’s electricity generating activities. i. Commodity Price Risk – Proprietary Trading The Corporation’s Energy Marketing Segment conducts proprietary trading activities and uses a variety of instruments to manage risk, earn trading revenue, and gain market information. In compliance with the Policy, proprietary trading activities are subject to limits and controls, including Value at Risk (“VaR”) limits. The Board approves the limit for total VaR from proprietary trading activities. VaR is the most commonly used metric employed to track and manage the market risk associated with trading positions. A VaR measure gives, for a specific confidence level, an estimated maximum pre-tax loss that could be incurred over a specified period of time. VaR is used to determine the potential change in value of the Corporation’s proprietary trading portfolio, over a three-day period within a 95 per cent confidence level, resulting from normal market fluctuations. VaR is estimated using the historical variance/covariance approach. VaR is a measure that has certain inherent limitations. The use of historical information in the estimate assumes that price movements in the past will be indicative of future market risk. As such, it may only be meaningful under normal market conditions. Extreme market events are not addressed by this risk measure. In addition, the use of a three-day measurement period implies that positions can be unwound or hedged within three days, although this may not be possible if the market becomes illiquid. The Corporation recognizes the limitations of VaR and actively uses other controls, including restrictions on authorized instruments, volumetric and term limits, stress-testing of individual portfolios and of the total proprietary trading portfolio, and management reviews when loss limits are triggered. Changes in market prices associated with proprietary trading activities affect net earnings in the period that the price changes occur. VaR at Dec. 31, 2014 associated with the Corporation’s proprietary trading activities was $5 million (2013 – $2 million, 2012 – $2 million). 126 TransAlta Corporation | 2014 Annual Report Notes to Consolidated Financial Statements ii. Commodity Price Risk – Generation The Generation Segment utilizes various commodity contracts to manage the commodity price risk associated with electricity generation, fuel purchases, emissions, and byproducts, as considered appropriate. A Commodity Exposure Management Policy is prepared and approved annually, which outlines the intended hedging strategies associated with the Corporation’s generation assets and related commodity price risks. Controls also include restrictions on authorized instruments, management reviews on individual portfolios, and approval of asset transactions that could add potential volatility to the Corporation’s reported net earnings. TransAlta has entered into various contracts with other parties whereby the other parties have agreed to pay a fixed price for electricity to TransAlta. While not all of the contracts create an obligation for the physical delivery of electricity to other parties, the Corporation has the intention and believes it has sufficient electrical generation available to satisfy these contracts and, where able, has designated these as cash flow hedges for accounting purposes. As a result, changes in market prices associated with these cash flow hedges do not affect net earnings in the period in which the price change occurs. Instead, changes in fair value are deferred until settlement through AOCI, at which time the net gain or loss resulting from the combination of the hedging instrument and hedged item affects net earnings. VaR at Dec. 31, 2014 associated with the Corporation’s commodity derivative instruments used in generation hedging activities was $27 million (2013 – $42 million, 2012 – $5 million). On asset-backed physical transactions, the Corporation’s policy is to seek own use contract status or hedge accounting treatment. For positions and economic hedges that do not meet hedge accounting requirements or for short-term optimization transactions such as buybacks entered into to offset existing hedge positions, these transactions are marked to the market value with changes in market prices associated with these transactions affecting net earnings in the period in which the price change occurs. VaR at Dec. 31, 2014 associated with these transactions was $7 million (2013 – $11 million, 2012 – $9 million). b. Interest Rate Risk Interest rate risk arises as the fair value or future cash flows of a financial instrument can fluctuate because of changes in market interest rates. Changes in interest rates can impact the Corporation’s borrowing costs and the capacity payments received under the PPAs. Changes in the cost of capital may also affect the feasibility of new growth initiatives. The possible effect on net earnings and OCI, due to changes in market interest rates affecting the Corporation’s floating rate debt, interest-bearing assets, financial instruments measured at fair value through profit or loss, and hedging interest rate derivatives, is outlined below. The sensitivity analysis has been prepared using management’s assessment that a 15 basis point (2013 – 25 basis point, 2012 – 50 basis point) increase or decrease is a reasonable potential change over the next quarter in market interest rates. Year ended Dec. 31 2014 2013 2012 Basis point change – – 2 – 4 – 1 This calculation assumes a decrease in market interest rates. An increase would have the opposite effect. Net earnings increase1 OCI loss1 Net earnings increase1 OCI loss1 Net earnings increase1 OCI loss1 c. Currency Rate Risk The Corporation has exposure to various currencies, such as the euro, the U.S. dollar, the Japanese yen, and the Australian dollar, as a result of investments and operations in foreign jurisdictions, the net earnings from those operations, and the acquisition of equipment and services from foreign suppliers. The foreign currency risk sensitivities outlined below are limited to the risks that arise on financial instruments denominated in currencies other than the functional currency. 127 TransAlta Corporation | 2014 Annual Report Notes to Consolidated Financial Statements The possible effect on net earnings and OCI, due to changes in foreign exchange rates associated with financial instruments denominated in currencies other than the Corporation’s functional currency, is outlined below. The sensitivity analysis has been prepared using management’s assessment that an average four cent (2013 – five cent, 2012 – five cent) increase or decrease in these currencies relative to the Canadian dollar is a reasonable potential change over the next quarter. Year ended Dec. 31 2014 2013 2012 Currency USD EUR AUD Total Net earnings increase (decrease)1 4 – (2) 2 OCI gain1,2 Net earnings increase1 OCI gain1,2 Net earnings decrease1 OCI gain1,2 5 – – 5 2 – – 2 8 – – 8 (2) – – (2) 11 1 – 12 1 These calculations assume an increase in the value of these currencies relative to the Canadian dollar. A decrease would have the opposite effect. 2 The foreign exchange impact related to financial instruments designated as hedging instruments in net investment hedges has been excluded. II. Credit Risk Credit risk is the risk that customers or counterparties will cause a financial loss for the Corporation by failing to discharge their obligations, and the risk to the Corporation associated with changes in creditworthiness of entities with which commercial exposures exist. The Corporation actively manages its exposure to credit risk by assessing the ability of counterparties to fulfill their obligations under the related contracts prior to entering into such contracts. The Corporation makes detailed assessments of the credit quality of all counterparties and, where appropriate, obtains corporate guarantees, cash collateral, and/or letters of credit to support the ultimate collection of these receivables. For commodity trading and origination, the Corporation sets strict credit limits for each counterparty and monitors exposures on a daily basis. TransAlta uses standard agreements that allow for the netting of exposures and often include margining provisions. If credit limits are exceeded, TransAlta will request collateral from the counterparty or halt trading activities with the counterparty. TransAlta is exposed to minimal credit risk for Alberta Coal PPAs as receivables are substantially all secured by letters of credit. The Corporation uses external credit ratings, as well as internal ratings in circumstances where external ratings are not available, to establish credit limits for counterparties. The following table outlines the distribution, by credit rating, of financial assets as at Dec. 31, 2014: (Per cent) Accounts receivable Risk management assets Investment grade 89 100 Non-investment grade 11 – Total 100 100 The Corporation’s maximum exposure to credit risk at Dec. 31, 2014, without taking into account collateral held or right of set-off, is represented by the current carrying amounts of accounts receivable and risk management assets as per the Consolidated Statements of Financial Position. Letters of credit and cash are the primary types of collateral held as security related to these amounts. The maximum credit exposure to any one customer for commodity trading operations and hedging, including the fair value of open trading, net of any collateral held, at Dec. 31, 2014 was $29 million (2013 – $23 million). The Corporation utilizes an allowance for doubtful accounts to record potential credit losses associated with trade receivables. A reconciliation of the account for the year is presented in Note 12. III. Liquidity Risk Liquidity risk relates to the Corporation’s ability to access capital to be used for proprietary trading activities, commodity hedging, capital projects, debt refinancing, and general corporate purposes. Investment grade ratings support these activities and provide better access to capital markets through commodity and credit cycles. TransAlta is focused on strengthening its financial position and maintaining stable investment grade credit ratings. Counterparties enter into certain electricity and natural gas purchase and sale contracts for the purposes of asset-backed sales and proprietary trading. The terms and conditions of these contracts may require the counterparties to provide collateral when the fair value of the obligation pursuant to these contracts is in excess of any credit limits granted. Downgrades in creditworthiness by certain credit rating agencies may decrease the credit limits granted and accordingly increase the amount of collateral that may have to be provided. 128 TransAlta Corporation | 2014 Annual Report Notes to Consolidated Financial Statements TransAlta manages liquidity risk by monitoring liquidity on trading positions; preparing and revising longer-term financing plans to reflect changes in business plans and the market availability of capital; reporting liquidity risk exposure for proprietary trading activities on a regular basis to the Risk Management Committee, senior management, and the Board; and maintaining investment grade credit ratings. A maturity analysis of the Corporation’s net financial liabilities, as at Dec. 31, 2014, is as follows: 2015 2016 2017 2018 2019 Accounts payable and accrued liabilities Long-term debt1 Commodity risk management (assets) liabilities Other risk management (assets) liabilities Interest on long-term debt2 Dividends payable Total 481 738 (74) (53) 178 55 1,325 – 29 (17) (6) 171 – 177 – 466 (16) (30) 166 – 586 – 878 (24) (26) 129 – 957 2020 and thereafter – 1,472 (184) – 723 – Total 481 3,985 (338) (115) 1,471 55 – 402 (23) – 104 – 483 2,011 5,539 1 Excludes impact of hedge accounting and includes drawn credit facilities that are currently scheduled to mature between 2016 and 2018. 2 Not recognized as a financial liability on the Consolidated Statements of Financial Position. C. Collateral I. Financial Assets Provided as Collateral At Dec. 31, 2014, the Corporation provided $25 million (2013 – $20 million) in cash as collateral to regulated clearing agents as security for commodity trading activities. These funds are held in segregated accounts by the clearing agents. II. Financial Assets Held as Collateral At Dec. 31, 2014, the Corporation received nil (2013 – nil) in cash collateral associated with counterparty obligations. Under the terms of the contracts, the Corporation may be obligated to pay interest on the outstanding balances and to return the principal when the counterparties have met their contractual obligations, or when the amount of the obligation declines as a result of changes in market value. Interest payable to the counterparties on the collateral received is calculated in accordance with each contract. III. Contingent Features in Derivative Instruments Collateral is posted in the normal course of business based on the Corporation’s senior unsecured credit rating as determined by certain major credit rating agencies. Certain of the Corporation’s derivative instruments contain financial assurance provisions that require collateral to be posted only if a material adverse credit-related event occurs. If a material adverse event resulted in the Corporation’s senior unsecured debt falling below investment grade, the counterparties to such derivative instruments could request ongoing full collateralization. As at Dec. 31, 2014, the Corporation had posted collateral of $73 million (2013 – $94 million) in the form of letters of credit on derivative instruments primarily in a net liability position. Certain derivative agreements contain credit-risk-contingent features, including a credit rating downgrade to below investment grade, which if triggered would result in the Corporation having to post an additional $86 million (2013 – $88 million) of collateral to its counterparties based upon the value of the derivatives at Dec. 31, 2014. IV. Gain on Sale of Collateral During September 2012, the Corporation sold, for net proceeds of U.S.$33 million, its claim against MF Global Inc. pertaining to the return of U.S.$36 million of collateral that had been previously posted by the Corporation. As a result, a pre-tax gain of $15 million ($11 million after-tax) was realized in 2012. In October 2011, MF Global Holdings Ltd. filed for bankruptcy protection in the United States. MF Global Holdings Ltd. is the parent company of MF Global Inc., which was used by TransAlta as a broker-dealer for certain commodity transactions. MF Global Inc. had not filed for bankruptcy in 2011 but, under the U.S. Securities Investor Protection Act of 1970, the Securities Investor Protection Corp. was overseeing a liquidation of the broker-dealer to return assets to customers. The Corporation’s claim, filed during the first quarter of 2012, related primarily to the Corporation’s collateral on foreign futures transactions. 129 TransAlta Corporation | 2014 Annual Report Notes to Consolidated Financial Statements 15. Inventory Inventory held in the normal course of business, which includes coal, emission credits, and natural gas, is valued at the lower of cost and net realizable value. Inventory held for Energy Marketing, which includes natural gas and emission credits and allowances, is valued at fair value less costs to sell. The components of inventory are as follows: As at Dec. 31 Coal Deferred stripping costs Natural gas Purchased emission credits Total The change in inventory is as follows: Balance, Dec. 31, 2012 Net additions Writedowns Change in foreign exchange rates Balance, Dec. 31, 2013 Net additions Writedowns Change in foreign exchange rates Balance, Dec. 31, 2014 No inventory is pledged as security for liabilities. 16. Investments 2014 2013 39 15 12 5 71 53 13 5 6 77 93 7 (22) (1) 77 14 (19) (1) 71 Until February 2014, the Corporation’s investments in joint ventures included investments in CE Gen, Wailuku, and CalEnergy LLC. See Note 4 for further details regarding the divestitures. The change in investments is as follows: Balance, Dec. 31, 2012 Equity loss Equity contribution Change in foreign exchange rates Balance, Dec. 31, 2013 Change in foreign exchange rates Divestitures (Note 4) Balance, Dec. 31, 2014 130 172 (10) 17 13 192 4 (196) – TransAlta Corporation | 2014 Annual Report Notes to Consolidated Financial Statements 17. Property, Plant, and Equipment A reconciliation of the changes in the carrying amount of property, plant, and equipment is as follows: Coal generation Gas generation Renewable generation Land Mining property and equipment Assets under construc- tion Capital spares and other1 Cost As at Dec. 31, 2012 Additions Additions – finance lease Acquisition of Wyoming wind farm (Note 4) Disposals Impairment (charges) reversals (Note 6) Revisions and additions to decommissioning and restoration costs Retirement of assets Change in foreign exchange rates Transfers As at Dec. 31, 2013 Additions Additions – finance lease Disposals Impairment charges (Note 6) Impairment reversals (Note 6) Revisions and additions to decommissioning and restoration costs Retirement of assets Change in foreign exchange rates Transfers As at Dec. 31, 2014 Accumulated depreciation As at Dec. 31, 2012 Depreciation Retirement of assets Disposals Change in foreign exchange rates Impairment reversals (Note 6) Transfers As at Dec. 31, 2013 Depreciation Retirement of assets Disposals Change in foreign exchange rates Impairment reversals (Note 6) Transfers As at Dec. 31, 2014 Carrying amount As at Dec. 31, 2012 As at Dec. 31, 2013 As at Dec. 31, 2014 75 5,384 1,870 2,536 959 – – – (1) – – – 1 2 – – – – – (3) (159) 65 357 – – – – (1) (7) (13) (26) 35 – – 78 – 21 – (13) – 235 – 33 – (3) – 15 (17) 4 75 77 5,644 1,858 2,857 1,066 – – – – – – – 2 3 3 – – – – 11 (96) 92 149 – – (34) – 9 4 (20) 4 48 – – (1) (2) 2 (1) (4) 7 24 – 58 – – – 10 (4) 4 25 82 5,803 1,869 2,882 1,159 532 91 (10) – – 2 – 615 98 (1) – 1 – – 442 57 (10) (3) 2 – – 488 55 (2) – 3 – – 713 544 – – – – – – – – – – – – – – – 75 77 82 2,510 263 (121) – 40 – – 2,692 272 (84) – 61 – – 2,941 2,874 2,952 2,862 874 99 (10) – (12) – (5) 946 103 (19) (29) 4 3 (15) 993 996 912 876 342 534 315 27 – – – – – – – – 1 – – – – 1 (723) 153 466 25 369 18 Total 11,481 561 33 79 (4) 20 5 (202) 45 6 12,024 487 58 (34) (2) 11 24 (124) 106 (18) – – – – – – 3 6 396 12,532 79 13 – – (2) – – 90 13 – – – – – 4,437 523 (151) (3) 28 2 (5) 4,831 541 (106) (29) 69 3 (15) 103 5,294 – 1 – – – – (6) (273) 341 – – – – – – – – – – – – – – – 2,004 2,242 2,169 517 578 615 342 153 341 236 279 293 7,044 7,193 7,238 1 Includes major spare parts and stand-by equipment available, but not in service, and spare parts used for routine, preventative, or planned maintenance. 131 TransAlta Corporation | 2014 Annual Report Notes to Consolidated Financial Statements The Corporation capitalized $3 million of interest to PP&E in 2014 (2013 – $2 million) at a weighted average rate of 5.75 per cent (2013 – 5.46 per cent). In 2014, operations began at a processing facility that the Corporation contracted a third party to construct and operate. The facility recovers fine coal out of pond slurry at the Corporation’s Centralia mine as part of restoration activities. Recovered coal fines can be used as fuel at the coal plant. As a result of certain contractual provisions, the Corporation recognized a finance lease asset and an obligation in the amount of estimated minimum lease payments of U.S.$34 million, corresponding at inception to the penalties payable by the Corporation if it elects to terminate the agreement. Coal volume and slurry processing payments, net of the amortization and accretion of the financial lease obligation, are deemed to constitute contingent rents under the arrangement. Other finance lease additions are for mining equipment at the Highvale mine. The carrying amount of total assets under finance leases as at Dec. 31, 2014 was $78 million (2013 – $29 million). 18. Goodwill Goodwill acquired through business combinations has been allocated to CGUs that are expected to benefit from the synergies of the acquisitions, as follows: As at Dec. 31 Canadian Renewables and Alberta Merchant Energy Marketing U.S. Operations Total goodwill 2014 417 30 15 462 2013 417 30 13 460 For purposes of the 2014 and 2013 annual goodwill impairment review, the Corporation determined the recoverable amount of the Canadian Renewables and Alberta Merchant group of CGUs by calculating the fair value less costs of disposal using discounted cash flow projections based on the Corporation’s long-range forecasts for the period extending to the last planned asset retirement in 2073. The resulting fair value measurement is categorized within Level III of the fair value hierarchy. The key assumptions impacting the determination of fair value for the Canadian Renewables and Alberta Merchant group of CGUs are electricity production and sales prices. Forecasts of electricity production for each facility are determined taking into consideration contracts for the sale of electricity, historical production, regional supply-demand balances, and capital maintenance and expansion plans. Forecasted sales prices for each facility are determined by taking into consideration contract prices for facilities subject to long- or short-term contracts, forward price curves for merchant plants, and regional supply-demand balances. Where forward price curves are not available for the duration of the facility’s useful life, prices are determined by extrapolation techniques using historical industry and company-specific data. Alberta Merchant electricity prices used in the 2014 models ranged between $31 to $276 per MWh during the forecast period (2013 – $41 to $263 per MWh). Discount rates used for the goodwill impairment calculation in 2014 ranged from 5.4 per cent to 6.9 per cent (2013 – 4.9 per cent to 7.1 per cent). No reasonably possible change in the assumptions would have resulted in an impairment of goodwill. No impairment of goodwill arose in 2014 or 2013. 132 TransAlta Corporation | 2014 Annual Report Notes to Consolidated Financial Statements 19. Intangible Assets A reconciliation of the changes in the carrying amount of intangible assets is as follows: Cost As at Dec. 31, 2012 Additions Acquisition of Wyoming wind farm (Note 4) Retirements Transfers As at Dec. 31, 2013 Additions Retirements Change in foreign exchange rates Transfers As at Dec. 31, 2014 Accumulated amortization As at Dec. 31, 2012 Amortization Retirements As at Dec. 31, 2013 Amortization Retirements Change in foreign exchange rates As at Dec. 31, 2014 Carrying amount As at Dec. 31, 2012 As at Dec. 31, 2013 As at Dec. 31, 2014 20. Other Assets The components of other assets are as follows: As at Dec. 31 Deferred licence fees Project development costs Deferred service costs Long-term prepaids, receivables, and other Keephills Unit 3 transmission deposit Total other assets Coal rights Software and other Power contracts Intangibles under development 158 20 – – – 178 – – – – 178 100 4 – 104 2 – – 106 58 74 72 133 – 7 (10) 50 180 8 (3) 3 18 206 93 21 (10) 104 21 (3) 2 124 40 76 82 173 – 13 – – 186 – – – – 186 27 8 – 35 8 – – 43 146 151 143 40 29 – – (47) 22 26 – – (14) 34 – – – – – – – – 40 22 34 Total 504 49 20 (10) 3 566 34 (3) 3 4 604 220 33 (10) 243 31 (3) 2 273 284 323 331 2014 2013 16 29 18 29 6 98 18 36 19 18 6 97 Deferred licence fees consist primarily of licences to lease the land on which certain generating assets are located, and are amortized on a straight-line basis over the useful life of the generating assets to which the licences relate. Deferred service costs are TransAlta’s contracted payments for shared capital projects required at the Genesee Unit 3 and Keephills Unit 3 sites. These costs are amortized over the life of these projects. The Keephills Unit 3 transmission deposit is TransAlta’s proportionate share of a provincially required deposit. The full amount of the deposit is anticipated to be reimbursed over the next seven years to 2021, as long as certain performance criteria are met. 133 TransAlta Corporation | 2014 Annual Report Notes to Consolidated Financial Statements 21. Decommissioning and Other Provisions The change in decommissioning and other provision balances is as follows: Balance, Dec. 31, 2012 Liabilities incurred Liabilities settled Accretion Revisions in estimated cash flows Revisions in discount rates Reversals1 Acquisition of Wyoming wind farm (Note 4) Change in foreign exchange rates Balance, Dec. 31, 2013 Liabilities incurred Liabilities settled Accretion Revisions in estimated cash flows Revisions in discount rates Reversals Change in foreign exchange rates Balance, Dec. 31, 2014 Decommissioning and restoration Restructuring Other Total 262 4 (24) 17 16 (12) – 3 4 270 3 (16) 18 – 24 – 6 305 8 – (5) – – – (3) – – – – – – – – – – – 42 29 (2) 1 2 – (11) – 1 62 19 (31) – 3 – (2) – 51 312 33 (31) 18 18 (12) (14) 3 5 332 22 (47) 18 3 24 (2) 6 356 1 The reversal of other provisions includes Sundance Units 1 and 2 and Sundance Unit 3 provisions that were reversed as a result of the conclusions of the respective arbitration decisions in 2012. Balance, Dec. 31, 2013 Current portion Non-current portion Balance, Dec. 31, 2014 Current portion Non-current portion Decommissioning and restoration Restructuring Other 270 22 248 305 28 277 – – – – – – 62 5 57 51 6 45 Total 332 27 305 356 34 322 A. Decommissioning and Restoration A provision has been recognized for all generating facilities and mines for which TransAlta is legally, or constructively, required to remove the facilities at the end of their useful lives and restore the sites to their original condition. TransAlta estimates that the undiscounted amount of cash flow required to settle these obligations is approximately $1.0 billion, which will be incurred between 2015 and 2072. The majority of the costs will be incurred between 2020 and 2050. At Dec. 31, 2014, the Corporation had provided a surety bond in the amount of U.S.$140 million (2013 – U.S.$136 million) in support of future decommissioning obligations at the Centralia coal mine. At Dec. 31, 2014, the Corporation had provided letters of credit in the amount of $115 million (2013 – $115 million) in support of future decommissioning obligations at the Alberta mine. Some of the facilities that are co-located with mining operations do not currently have any decommissioning obligations recorded as the obligations associated with the facilities are indeterminate at this time. B. Restructuring Provisions On Oct. 30, 2012, the Corporation announced a restructuring of resources as part of its ongoing strategy to continuously improve operational excellence and accelerate the growth of the company. Approximately 165 positions were eliminated. In 2012, a provision and a related pre-tax restructuring expense of $13 million were recognized. On completion of the restructuring in 2013, the balance of the provision in the amount of $3 million was reversed. 134 TransAlta Corporation | 2014 Annual Report Notes to Consolidated Financial Statements C. Other Provisions Other provisions include an amount related to a portion of the Corporation’s fixed price commitments under several natural gas transportation contracts for firm transportation that is not expected to be used. Accordingly, the unavoidable costs of meeting these obligations exceed the economic benefits expected to be received. The contracts extend to 2018 and 2020. Other provisions also include provisions arising from ongoing business activities and include amounts related to commercial disputes between the Corporation and customers or suppliers. Information about the expected timing of settlement and uncertainties that could impact the amount or timing of settlement has not been provided as this may impact the Corporation’s ability to settle the provisions in the most favourable manner. 22. Long-Term Debt and Finance Lease Obligations A. Amounts Outstanding The amounts outstanding are as follows: As at Dec. 31 Credit facilities2 Debentures Senior notes3 Non-recourse4 Other Finance lease obligations Less: current portion of long-term debt Less: current portion of finance lease obligations Total current long-term debt and finance lease obligations Total long-term debt and finance lease obligations 2013 Face value 852 1,251 1,809 380 28 4,320 Interest1 2.6% 6.1% 5.6% 5.9% 6.3% Carrying value 96 1,043 2,444 380 19 3,982 74 4,056 (738) (13) (751) 3,305 2014 Face value 96 1,051 2,436 383 19 3,985 Interest1 Carrying value 2.8% 6.1% 4.9% 5.9% 5.9% 852 1,269 1,797 376 28 4,322 25 4,347 (209) (8) (217) 4,130 Interest is an average rate weighted by principal amounts outstanding before the effect of hedging. 1 2 Composed of bankers’ acceptances and other commercial borrowings under long-term committed credit facilities. Foreign-denominated amounts included in the balance are nil at Dec. 31, 2014 and U.S.$300 million at Dec. 31, 2013. 3 U.S. face value at Dec. 31, 2014 – U.S.$2.1 billion (Dec. 31, 2013 – U.S.$1.7 billion). 4 Includes U.S.$20 million at Dec. 31, 2014 (Dec. 31, 2013 – U.S.$20 million). Credit facilities are drawn on the Corporation’s $1.5 billion committed syndicated bank credit facility and on the Corporation’s U.S.$300 million committed bilateral facility. The $1.5 billion committed syndicated bank facility is the primary source for short-term liquidity after the cash flow generated from the Corporation’s business. The Corporation’s four-year revolving $1.5 billion committed syndicated credit facility, last renewed in June 2014, matures in 2018. The U.S.$300 million bilateral credit facility has a four-year term to 2017. Interest rates on the credit facilities vary depending on the option selected – Canadian prime, bankers’ acceptances, U.S. LIBOR, or U.S. base rate – in accordance with a pricing grid that is standard for such facilities. The Corporation also has $240 million available in committed bilateral credit facilities, which mature in 2016. Of the $2.1 billion (2013 – $2.1 billion) of committed credit facilities, $1.6 billion (2013 – $0.9 billion) is not drawn, and is available as of Dec. 31, 2014, subject to customary borrowing conditions. In addition to the $1.6 billion available under the credit facilities, TransAlta also has $43 million of available cash and cash equivalents. Debentures bear interest at fixed rates ranging from 5.0 per cent to 7.3 per cent and have maturity dates ranging from 2019 to 2030. During the second quarter of 2014, the Corporation’s $200 million 6.45 per cent medium-term notes matured and were paid out. During 2013, the Corporation issued $400 million of senior unsecured medium-term notes that carry a coupon rate of 5.00 per cent, payable semi-annually, at an issue price equal to 99.516 per cent of the principal amount of the notes. 135 TransAlta Corporation | 2014 Annual Report Notes to Consolidated Financial Statements Senior notes bear interest at rates ranging from 1.90 per cent to 6.65 per cent and have maturity dates ranging from 2015 to 2040. In June 2014, the Corporation issued U.S.$400 million of senior notes due in 2017 that carry a coupon rate of 1.90 per cent, payable semi-annually, at an issue price equal to 99.887 per cent of the principal amount of the notes. A total of U.S.$580 million of the senior notes has been designated as a hedge of the Corporation’s net investment in U.S. foreign operations. During 2013, the Corporation’s U.S.$300 million 5.75 per cent senior notes matured and were paid out. Non-recourse debt consists of debentures that have maturity dates ranging from 2015 to 2018 and bear interest at rates ranging from 5.3 per cent to 7.3 per cent. Other consists of an unsecured commercial loan obligation that bears interest at 5.9 per cent and matures in 2023, requiring annual payments of interest and principal. Notes payable for the Windsor plant matured and were paid out in November 2014. TransAlta’s debt has terms and conditions, including financial covenants, that are considered normal and customary. As at Dec. 31, 2014, the Corporation was in compliance with all debt covenants. B. Restrictions Debentures of $344 million issued by the Corporation’s CHD subsidiary include restrictive covenants requiring the proceeds received from the sale of assets to be reinvested into similar renewables assets. C. Principal Repayments Principal repayments1 2015 738 2016 29 2017 466 2018 878 2020 and thereafter 1,472 2019 402 Total 3,985 1 Excludes impact of derivatives and includes drawn credit facilities that are currently scheduled to mature in 2015 and 2017. D. Finance Lease Obligations Amounts payable for mining assets and other finance leases are as follows: As at Dec. 31 Within one year Second to fifth years inclusive More than five years Less: interest costs Total finance lease obligations Current portion of finance lease obligations Long-term portion of finance lease obligations E. Letters of Credit 2014 2013 Minimum lease payments Present value of minimum lease payments Minimum lease payments Present value of minimum lease payments 16 43 30 89 15 74 13 61 74 16 37 21 74 – 74 9 18 – 27 2 25 8 17 25 9 16 – 25 – 25 Letters of credit are issued to counterparties under various contractual arrangements with the Corporation and certain subsidiaries of the Corporation. If the Corporation or its subsidiary does not perform under such contracts, the counterparty may present its claim for payment to the financial institution through which the letter of credit was issued. Any amounts owed by the Corporation or its subsidiaries under these contracts are reflected in the Consolidated Statements of Financial Position. All letters of credit expire within one year and are expected to be renewed, as needed, in the normal course of business. The total outstanding letters of credit as at Dec. 31, 2014 was $396 million (2013 – $370 million) with no (2013 – nil) amounts exercised by third parties under these arrangements. 136 TransAlta Corporation | 2014 Annual Report Notes to Consolidated Financial Statements 23. Defined Benefit Obligation and Other Long-Term Liabilities The components of defined benefit obligation and other long-term liabilities are as follows: As at Dec. 31 Defined benefit obligation (Note 28) Deferred coal revenues Long-term incentive accruals (Note 27) Other Total 2014 226 58 13 52 349 2013 200 52 16 72 340 Deferred coal revenues consist of amounts received from the Corporation’s Keephills Unit 3 joint operation partner for future coal deliveries. These amounts are being amortized into revenue over the life of the coal supply agreement, since commercial operations of Keephills Unit 3 began on Sept. 1, 2011. Other includes $12 million (2013 – $13 million) relating to a reimbursement received for costs of the New Richmond terminal station, which is being amortized into revenue over the term of the related PPA, and nil (2013 – $28 million) relating to the California claim (see Note 8). 24. Common Shares A. Issued and Outstanding TransAlta is authorized to issue an unlimited number of voting common shares without nominal or par value. Changes in the common shares issued are as follows: As at Dec. 31 Issued and outstanding, beginning of year Issued under the dividend reinvestment and share purchase plan Amounts receivable under Employee Share Purchase Plan Issued and outstanding, end of year B. Shareholder Rights Plan 2014 2013 Common shares (millions) 268.2 6.8 275.0 – 275.0 Common shares (millions) 254.7 13.5 268.2 – 268.2 Amount 2,916 85 3,001 (2) 2,999 Amount 2,730 186 2,916 (3) 2,913 The primary objective of the Shareholder Rights Plan is to provide the Board sufficient time to explore and develop alternatives for maximizing shareholder value if a takeover bid is made for the Corporation and to provide every shareholder with an equal opportunity to participate in such a bid. The Shareholder Rights Plan was originally approved in 1992, and has been revised since that time to ensure conformity with current practices. As required, the Shareholder Rights Plan must be put before the Corporation’s shareholders every three years for approval, and was last approved on April 23, 2013. When an acquiring shareholder commences a bid to acquire 20 per cent or more of the Corporation’s common shares, other than by way of a Permitted Bid, where the offer is made to all shareholders by way of a takeover bid circular, the rights granted under the Shareholder Rights Plan become exercisable by all shareholders except those held by the acquiring shareholder. Each right will entitle a shareholder, other than the acquiring shareholder, to acquire an additional $200 worth of common shares for $100. 137 TransAlta Corporation | 2014 Annual Report Notes to Consolidated Financial Statements C. Premium DividendTM, Dividend Reinvestment, and Optional Common Share Purchase Plan (the “Plan”) On Feb. 21, 2012, the Corporation added a Premium DividendTM Component to its existing dividend reinvestment plan. The amended and restated plan provided eligible shareholders with two options: i) to reinvest dividends at a current three per cent discount to the average market price towards the purchase of new common shares of the Corporation (the Dividend Reinvestment Component) or; ii) to receive a premium cash payment equivalent to 102 per cent of the reinvested dividends (the Premium DividendTM Component). The Corporation suspended the Premium DividendTM Component of the Plan following the payment of the quarterly dividend on July 1, 2013. The Corporation’s Dividend Reinvestment and Optional Common Share Purchase Plan, separate components of the Plan, remain effective in accordance with their current terms. On Jan. 1, 2015, 1.9 million common shares were issued for dividends reinvested. There have been no other transactions involving common shares between the reporting date and the date of completion of these consolidated financial statements. D. Earnings per Share Year ended Dec. 31 Net earnings (loss) attributable to common shareholders Basic and diluted weighted average number of common shares outstanding Net earnings (loss) per share attributable to common shareholders, basic and diluted 2014 141 273 0.52 2013 (71) 264 2012 (615) 235 (0.27) (2.62) E. Dividends On Jan. 23, 2015, the Corporation declared a quarterly dividend of $0.18 per common share, payable on April 1, 2015. Dividends per common share declared in 2014 were $0.72 (2013 and 2012 – $1.16). 25. Preferred Shares A. Issued and Outstanding All preferred shares issued and outstanding are non-voting cumulative redeemable fixed rate first preferred shares. As at Dec. 31 Series Series A Series C Series E Series G Issued and outstanding, end of year 2014 2013 Number of shares (millions) Number of shares (millions) Amount 12.0 11.0 9.0 6.6 38.6 293 269 219 161 942 12.0 11.0 9.0 – 32.0 Amount 293 269 219 – 781 The holders are entitled to receive cumulative fixed quarterly cash dividends at a specified rate, as approved by the Board. After an initial period of approximately five years from issuance and every five years thereafter (“Rate Reset Date”), the fixed rate resets to the sum of the then five-year Government of Canada bond yield (the fixed rate “Benchmark”) plus a specified spread. Upon each Rate Reset Date, they are also: • Redeemable at the option of the Corporation, in whole or in part, for $25.00 per share, plus all declared and unpaid dividends at the time of redemption. • Convertible at the holder’s option into a specified series of non-voting cumulative redeemable floating rate first preferred shares that pay cumulative floating rate quarterly cash dividends, as approved by the Board, based on the sum of the then Government of Canada three-month Treasury Bill rate (the floating rate “Benchmark”) plus a specified spread. The cumulative floating rate first preferred shares are also redeemable at the option of the Corporation and convertible back into each original cumulative fixed rate first preferred share series, at each subsequent Rate Reset Date, on the same terms as noted above. 138 TransAlta Corporation | 2014 Annual Report Notes to Consolidated Financial Statements Characteristics specific to each first preferred share series as at Dec. 31, 2014, are as follows: Series Rate during term Annual dividend rate per share ($) A B C D E F G1 H Fixed Floating Fixed Floating Fixed Floating Fixed Floating 1.15 – 1.15 – 1.25 – 1.325 – First Rate Reset Date March 31, 2016 – June 30, 2017 – Sept. 30, 2017 – Sept. 30, 2019 – Rate spread over Benchmark (per cent) Convertible to Series 2.03 2.03 3.10 3.10 3.65 3.65 3.80 3.80 B A D C F E H G 1 On Aug. 15, 2014, the Corporation completed a public offering of 6.6 million Series G preferred shares for gross proceeds of $165 million (net proceeds of $161 million after issue costs, net of tax effects). B. Dividends The following table summarizes the preferred share dividends declared in 2014, 2013, and 2012: Series A C1 E G2 Total for the year 2014 2013 2012 14 13 11 3 41 14 13 11 – 38 14 14 4 – 32 1 2012 includes dividends of $0.0969 per share ($1 million in total) for the period from Nov. 29, 2011 to Dec. 31, 2011. 2 2014 includes dividends for the period from issuance on Aug. 15, 2014 to Dec. 31, 2014. On Jan. 23, 2015, the Corporation declared a quarterly dividend of $0.2875 per share on the Series A and Series C preferred shares, $0.3125 per share on the Series E preferred shares, and $0.33125 per share on the Series G preferred shares, all payable March 31, 2015. 139 TransAlta Corporation | 2014 Annual Report Notes to Consolidated Financial Statements 26. Accumulated Other Comprehensive Income (Loss) The components of, and changes in, accumulated other comprehensive income (loss) are as follows: Currency translation adjustment Opening balance, Jan. 1 Gains on translating net assets of foreign operations, net of reclassifications to net earnings Losses on financial instruments designated as hedges of foreign operations, net of reclassifications to net earnings, net of tax1 Balance, Dec. 31 Cash flow hedges Opening balance, Jan. 1 Gains on derivatives designated as cash flow hedges, net of reclassifications to net earnings and to non-financial assets, net of tax2 Balance, Dec. 31 Employee future benefits Opening balance, Jan. 1 Net actuarial gains (losses) on defined benefit plans, net of tax3 Balance, Dec. 31 Accumulated other comprehensive income (loss) 1 Net of income tax recovery of 9 for the year ended Dec. 31, 2014 (2013 – 5 recovery). 2 Net of income tax expense of 94 for the year ended Dec. 31, 2014 (2013 – 12 expense). 3 Net of income tax recovery of 7 for the year ended Dec. 31, 2014 (2013 – 11 expense). 27. Share-Based Payment Plans The Corporation has the following share-based payment plans: 2014 2013 (36) 68 (51) (19) 4 169 173 (30) (20) (50) 104 (38) 37 (35) (36) (37) 41 4 (61) 31 (30) (62) A. Performance Share Unit (“PSU”) and Restricted Share Unit (“RSU”) Plan Under the PSU and RSU Plan, grants may be made annually, but are measured and assessed over a three-year performance period. Grants are determined as a percentage of participants’ base pay and are converted to PSUs or RSUs on the basis of the Corporation’s common share price at the time of grant. Vesting of PSUs is subject to achievement over a three-year period of three performance measures: growth in funds from operation per share, growth in free cash flow per share, and growth in the Corporation’s total shareholder return relative to the S&P/TSX Composite Index. RSUs are subject to a three-year cliff-vesting requirement. RSUs and PSUs track the Corporation’s share price over the three-year period and accrue dividends as additional units at the same rate as dividends paid on the Corporation’s common shares. The Human Resources Committee of the Board has the discretion to determine whether payments on settlement are made through purchase of shares on the open market or in cash. The expense related to this plan is recognized during the period earned, with the corresponding payable recorded in liabilities. The liability is valued at the end of each reporting period using the closing price of the Corporation’s common shares on the Toronto Stock Exchange (“TSX”). The pre-tax compensation expense related to PSUs and RSUs was $8 million (2013 – $6 million, 2012 – $1 million), which is included in operations, maintenance, and administration expense in the Consolidated Statements of Earnings (Loss). 140 TransAlta Corporation | 2014 Annual Report Notes to Consolidated Financial Statements B. Deferred Share Unit (“DSU”) Plan Under the DSU plan, members of the Board and executives may, at their option, purchase DSUs using certain components of their fees or pay. A DSU is a notional share that has the same value as one common share of the Corporation and fluctuates based on the changes in the value of the Corporation’s common shares in the marketplace. DSUs accrue dividends as additional DSUs at the same rate as dividends are paid on the Corporation’s common shares. DSUs are redeemable in cash and may not be redeemed until the termination or retirement of the Director or executive from the Corporation. The Corporation accrues a liability and expense for the appreciation in the common share value in excess of the DSU’s purchase price and for dividend equivalents earned. The pre-tax compensation expense related to the DSUs was less than $1 million in each of the years ended Dec. 31 2014, 2013, and 2012. C. Stock Option Plans The Corporation is authorized to grant employees options to purchase up to an aggregate of 13.0 million common shares at prices based on the market price of the shares on the TSX as determined on the grant date. The Corporation has reserved 13.0 million common shares for issue. Options granted under the stock option plan may not be exercised until one year after grant and thereafter at an amount not exceeding 25 per cent of the grant per year on a cumulative basis until the fifth year, after which the entire grant may be exercised until the tenth year, which is the expiry date. In Canada, this plan is offered to all full-time and part-time employees below the level of manager. In the U.S., this plan is offered to all full-time and part-time employees. In Australia, options under this plan are not physically granted; rather, employees receive the equivalent value of shares in cash when exercised. This plan is offered to all full-time and part-time employees in Australia below the level of manager. The total options outstanding and exercisable under these stock option plans at Dec. 31, 2014 are outlined below: Range of exercise prices ($ per share) 16.80-24.07 31.97-40.12 16.80-40.12 Options outstanding Options exercisable Number outstanding at Dec. 31, 2014 (millions) Weighted average remaining contractual life (years) Weighted average exercise price ($ per share) Number exercisable at Dec. 31, 2014 (millions) Weighted average exercise price ($ per share) 0.8 0.6 1.4 3.8 3.1 4.5 21.37 33.03 26.20 0.8 0.6 1.4 21.37 33.03 26.20 No stock options were granted in 2014, 2013, or 2012. The pre-tax expense recognized arising from equity-settled share-based payment transactions was nil (2013 – nil, 2012 – $1 million). D. Performance Share Ownership Plan (“PSOP”) Under the terms of the PSOP, participants received grants that, after three years, made them eligible to receive a set number of common shares, including the value of reinvested dividends over the period, or cash equivalent up to the maximum of the grant amount plus any accrued dividends thereon. The granting of PSOP units was discontinued following the 2012-2014 grant and the plan was terminated on Dec. 31, 2014. In 2014, pre-tax PSOP compensation expense recovery was $7 million (2013 – $6 million recovery, 2012 – $3 million expense), which is included in operations, maintenance, and administration expense. In 2014, no common shares (2013 – nil, 2012 – 55,418 common shares at $15.12 per share) were issued. E. Employee Share Purchase Plan Under the terms of the employee share purchase plan, the Corporation will extend an interest-free loan (up to 30 per cent of an employee’s base salary) to employees below executive level and allow for payroll deductions over a three-year period to repay the loan. Executives are not eligible for this program in accordance with the Sarbanes-Oxley legislation. An agent purchases these common shares on the open market on behalf of employees at prices based on the market price of the shares as determined on the date of purchase. Employee sales of these shares are handled in the same manner. At Dec. 31, 2014, amounts receivable from employees under the plan totalled $2 million (2013 – $3 million). 141 TransAlta Corporation | 2014 Annual Report Notes to Consolidated Financial Statements 28. Employee Future Benefits A. Description The Corporation sponsors registered pension plans in Canada and the U.S. covering substantially all employees of the Corporation in these countries and specific named employees working internationally. These plans have defined benefit and defined contribution options, and in Canada there is an additional supplemental defined benefit plan for certain employees whose annual earnings exceed the Canadian income tax limit. Except for the Highvale pension plans acquired in 2013, the Canadian and U.S. defined benefit pension plans are closed to new entrants. The U.S. defined benefit pension plan was frozen effective Dec. 31, 2010, resulting in no future benefits being earned. The latest actuarial valuations for accounting purposes of the Canadian and U.S. pension plans was at Dec. 31, 2014 and Jan. 1, 2014, respectively. The latest actuarial valuation for accounting purposes of the Highvale pension plan was at Dec. 31, 2013. The measurement date used for all plans to determine the fair value of plan assets and the present value of the defined benefit obligation was Dec. 31, 2014. Funding of the registered pension plans complies with applicable regulations that require actuarial valuations of the pension funds at least once every three years in Canada, or more, depending on funding status, and every year in the United States. The last actuarial valuations for funding purposes of the Canadian registered plans were completed in early 2014 with an effective date of Dec. 31, 2013. The last actuarial valuation for funding purposes of the U.S. pension plan was Jan. 1, 2014. The supplemental pension plan is solely the obligation of the Corporation. The Corporation is not obligated to fund the supplemental plan but is obligated to pay benefits under the terms of the plan as they come due. The Corporation has posted a letter of credit in the amount of $64 million to secure the obligations under the supplemental plan. The Corporation provides other health and dental benefits to the age of 65 for both disabled members and retired members through its other post-employment benefits plans. The latest actuarial valuation for accounting purposes of the Canadian and U.S. plans was as at Dec. 31, 2013 and Jan. 1, 2014, respectively. The measurement date used to determine the present value of the defined benefit obligation for both plans was Dec. 31, 2014. B. Costs Recognized The costs recognized in net earnings during the year on the defined benefit, defined contribution, and other post-employment benefits plans are as follows: Registered Supplemental Other Total 6 2 23 (18) 13 18 31 2 – 4 – 6 – 6 2 – 1 – 3 – 3 10 2 28 (18) 22 18 40 Registered Supplemental Other Total 6 2 21 (15) 14 18 32 3 – 3 – 6 – 6 2 – 1 – 3 – 3 11 2 25 (15) 23 18 41 Year ended Dec. 31, 2014 Current service cost Administration expenses Interest cost on defined benefit obligation Interest on plan assets Defined benefit expense Defined contribution expense Net expense Year ended Dec. 31, 2013 Current service cost Administration expenses Interest cost on defined benefit obligation Interest on plan assets Defined benefit expense Defined contribution expense Net expense 142 TransAlta Corporation | 2014 Annual Report Notes to Consolidated Financial Statements Registered Supplemental Other Total Year ended Dec. 31, 2012 Current service cost Administration expenses Interest cost on defined benefit obligation Interest on plan assets Defined benefit expense Defined contribution expense Net expense 2 2 18 (13) 9 20 29 2 – 3 – 5 – 5 C. Status of Plans The status of the defined benefit pension and other post-employment benefit plans is as follows: As at Dec. 31, 2014 Fair value of plan assets Present value of defined benefit obligation Funded status – plan deficit Amount recognized in the consolidated financial statements: Accrued current liabilities Other long-term liabilities Total amount recognized As at Dec. 31, 2013 Fair value of plan assets Present value of defined benefit obligation Funded status – plan deficit Amount recognized in the consolidated financial statements: Accrued current liabilities Other long-term liabilities Total amount recognized D. Plan Assets Registered Supplemental 427 (565) (138) (14) (124) (138) 8 (86) (78) (5) (73) (78) Registered Supplemental 394 (517) (123) (12) (111) (123) 7 (74) (67) (4) (63) (67) 1 – 2 – 3 – 3 Other – (30) (30) (1) (29) (30) Other – (27) (27) (1) (26) (27) 5 2 23 (13) 17 20 37 Total 435 (681) (246) (20) (226) (246) Total 401 (618) (217) (17) (200) (217) The fair value of the plan assets of the defined benefit pension and other post-employment benefit plans is as follows: Registered Supplemental Other Fair value of plan assets as at Dec. 31, 2012 Acquisition of Highvale pension plan Interest on plan assets Net return on plan assets Contributions Benefits paid Administration expenses Effect of translation on U.S. plans Fair value of plan assets as at Dec. 31, 2013 Interest on plan assets Net return on plan assets Contributions Benefits paid Administration expenses Effect of translation on U.S. plans Fair value of plan assets as at Dec. 31, 2014 294 72 15 29 18 (33) (2) 1 394 18 33 14 (33) (2) 3 427 5 – – – 7 (5) – – 7 – – 5 (4) – – 8 – – – – 3 (3) – – – – – 1 (1) – – – Total 299 72 15 29 28 (41) (2) 1 401 18 33 20 (38) (2) 3 435 143 TransAlta Corporation | 2014 Annual Report Notes to Consolidated Financial Statements The fair value of the Corporation’s defined benefit plan assets by major category is as follows: Year ended Dec. 31, 2014 Equity securities Canadian U.S. International Private Bonds AAA AA A BBB Below BBB Money market and cash and cash equivalents Total Year ended Dec. 31, 2013 Equity securities Canadian U.S. International Private Bonds AAA AA A BBB Below BBB Money market and cash and cash equivalents Total Level I Level II Level III Total – – – – – 1 1 – – 4 6 102 49 70 – 57 54 64 16 1 11 424 – – – 5 – – – – – – 5 Level I Level II Level III – – – – – 1 1 – – 3 5 99 47 70 – 46 58 45 13 2 10 390 – – – 6 – – – – – – 6 102 49 70 5 57 55 65 16 1 15 435 Total 99 47 70 6 46 59 46 13 2 13 401 Plan assets do not include any common shares of the Corporation at Dec. 31, 2014 and Dec. 31, 2013. The Corporation charged the registered plan $0.1 million for administrative services provided for the year ended Dec. 31, 2014 (2013 – $0.1 million). 144 TransAlta Corporation | 2014 Annual Report Notes to Consolidated Financial Statements E. Defined Benefit Obligation The present value of the obligation for the defined benefit pension and other post-employment benefit plans is as follows: Present value of defined benefit obligation as at Dec. 31, 2012 Acquisition of Highvale pension plan Current service cost Interest cost Benefits paid Actuarial loss arising from demographic assumptions Actuarial gain arising from financial assumptions Actuarial (gain) loss arising from experience adjustments Effect of translation on U.S. plans Present value of defined benefit obligation as at Dec. 31, 2013 Current service cost Interest cost Benefits paid Actuarial (gain) loss arising from demographic assumptions Actuarial loss arising from financial assumptions Actuarial (gain) loss arising from experience adjustments Effect of translation on U.S. plans Present value of defined benefit obligation as at Dec. 31, 2014 Registered Supplemental 424 99 6 21 (33) 20 (28) 6 2 517 6 23 (33) 4 50 (5) 3 565 77 – 3 3 (5) 3 (5) (2) – 74 2 4 (4) – 8 2 – 86 Other 34 – 2 1 (3) – (3) (5) 1 27 2 1 (1) (2) 3 (1) 1 30 Total 535 99 11 25 (41) 23 (36) (1) 3 618 10 28 (38) 2 61 (4) 4 681 The weighted average duration of the defined benefit plan obligation as at Dec. 31, 2014 is 13.7 years. F. Contributions The expected employer contributions for 2015 for the defined benefit pension and other post-employment benefit plans are as follows: Expected employer contributions Registered Supplemental 14 5 Other 2 Total 21 145 TransAlta Corporation | 2014 Annual Report Notes to Consolidated Financial Statements G. Assumptions The significant actuarial assumptions used in measuring the Corporation’s defined benefit obligation for the defined benefit pension and other post-employment benefit plans are as follows: (per cent) Accrued benefit obligation Discount rate Rate of compensation increase Assumed health care cost trend rate Health care cost escalation Dental care cost escalation Provincial health care premium escalation Benefit cost for the year Discount rate Rate of compensation increase Assumed health care cost trend rate Health care cost escalation Dental care cost escalation Provincial health care premium escalation As at Dec. 31, 2014 As at Dec. 31, 2013 Registered Supplemental Other Registered Supplemental Other 3.8 3.0 – – – 4.6 3.0 – – – 3.8 3.0 – – – 4.5 3.0 – – – 3.8 – 7.61 4.0 5.0 4.5 – 7.82 4.0 5.0 4.6 3.0 – – – 4.1 3.0 – – – 4.5 3.0 – – – 4.0 3.0 – – – 4.5 – 7.73 4.0 5.0 3.9 – 7.44 4.0 3.5 1 Post- and pre-65 rates; decreasing gradually to 5 per cent by 2019-2020 and remaining at that level thereafter for the U.S. and decreasing gradually by 0.35 per cent per year to 5 per cent in 2024 for Canada. 2 Post- and pre-65 rates; decreasing gradually to 5 per cent by 2016-2019 and remaining at that level thereafter for the U.S. and decreasing gradually by 0.35 per cent per year to 5 per cent in 2024 for Canada. 3 Post- and pre-65 rates; decreasing gradually to 5 per cent by 2016-2019 and remaining at that level thereafter for the U.S. and decreasing gradually by 0.35 per cent per year to 5 per cent in 2024 for Canada. 4 Post- and pre-65 rates; decreasing gradually to 5 per cent by 2016-2019 and remaining at that level thereafter for the U.S. and decreasing gradually by 0.5 per cent per year to 5 per cent in 2018 for Canada. H. Sensitivity Analysis The following table outlines the estimated increase in the net defined benefit obligation assuming certain changes in key assumptions: Year ended Dec. 31, 2014 1% decrease in the discount rate 1% increase in the salary scale 1% increase in the health care cost trend rate 10% improvement in mortality rates Canadian plans U.S. plans Registered Supplemental Other Pension Other 73 8 – 17 13 11 – 2 2 – 2 – 4 – – 1 1 – 1 – 146 TransAlta Corporation | 2014 Annual Report Notes to Consolidated Financial Statements 29. Joint Arrangements Joint arrangements at Dec. 31, 2014 included the following: Joint operations Fuel type Ownership (per cent) Description Sheerness Genesee Unit 3 Keephills Unit 3 TransAlta MidAmerican Partnership Goldfields Power Fort Saskatchewan Fortescue River Gas Pipeline McBride Lake Soderglen Pingston Coal Coal Coal Gas Gas Gas Gas Renewables Renewables Renewables 50 50 50 50 50 60 43 50 50 50 Coal-fired plant in Alberta, of which TA Cogen has a 50 per cent interest, operated by ATCO Power Coal-fired plant in Alberta operated by Capital Power Corporation Coal-fired plant in Alberta operated by TransAlta Strategic partnership to develop, build, and operate new natural gas-fuelled electricity generation projects in Canada Gas-fired plant in Australia operated by TransAlta Cogeneration plant in Alberta, of which TA Cogen has a 60 per cent interest, operated by TransAlta Joint venture to build and operate natural gas pipeline in Western Australia to transport natural gas to the Corporation's Solomon power station Wind generation facilities in Alberta operated by TransAlta Wind generation facilities in Alberta operated by TransAlta Hydro facility in British Columbia operated by TransAlta Joint ventures Business activity Ownership (per cent) Description TAMA Transmission LP Transmission 50 Strategic partnership to develop and operate transmission projects in Alberta 30. Change in Non-Cash Operating Working Capital Year ended Dec. 31 (Use) source: Accounts receivable Prepaid expenses Income taxes receivable Inventory Accounts payable, accrued liabilities, and provisions Income taxes payable Change in non-cash operating working capital 2014 2013 2012 59 (1) 1 7 8 (1) 73 125 (7) (14) 15 (51) 6 74 (22) 3 (10) (3) (8) (16) (56) 147 TransAlta Corporation | 2014 Annual Report Notes to Consolidated Financial Statements 31. Capital TransAlta’s capital is comprised of the following: As at Dec. 31 Long-term debt1 Equity Common shares Preferred shares Contributed surplus Deficit Accumulated other comprehensive income (loss) Non-controlling interests Less: available cash and cash equivalents2 Less: fair value assets of hedging instruments on long-term debt3 Total capital 2014 4,056 2,999 942 9 (770) 104 594 (43) (96) 2013 4,347 Increase/ (decrease) (291) 2,913 781 9 (735) (62) 517 (42) (16) 86 161 – (35) 166 77 (1) (80) 83 7,795 7,712 Includes finance lease obligations, amounts under credit facilities, and current portion of long-term debt. 1 2 The Corporation includes available cash and cash equivalents as a reduction in the calculation of capital as capital is managed internally and evaluated by management using a net debt position. In this regard, these funds may be available, and used to facilitate repayment of debt. 3 The Corporation includes the fair value of hedging instruments on debt in an asset, or liability, position as a reduction, or increase, in the calculation of capital, as the carrying value of the related debt has either increased, or decreased, due to changes in foreign exchange rates. TransAlta’s overall capital management strategy and its objectives in managing capital have remained unchanged from Dec. 31, 2013 and are as follows: A. Maintain an Investment Grade Credit Rating The Corporation operates in a long-cycle and capital-intensive commodity business, and it is therefore a priority to maintain an investment grade credit rating as it allows the Corporation to access capital markets at reasonable interest rates. Key rating agencies assess TransAlta’s credit rating using a variety of methodologies, including financial ratios. These methodologies and ratios are not publicly disclosed. TransAlta’s management has developed its own definitions of metrics, ratios, and targets to manage the Corporation’s capital. These metrics and ratios are not defined under IFRS, and may not be comparable to those used by other entities or by rating agencies. As at Dec. 31 Adjusted comparable funds from operations to adjusted interest coverage (times) Adjusted comparable funds from operations to adjusted net debt (%) Adjusted net debt to comparable earnings before interest, taxes, depreciation, and amortization (times) 2014 3.8 16.9 4.2 20131 3.7 15.2 Target 4 to 5 20 to 25 4.6 3 to 4 1 Prior year figures have been restated to conform to the current year’s presentation. To align more closely to credit rating agencies’ calculation of key ratios, the Corporation now uses debt balances at period-end, includes finance lease obligations as debt and finance lease interest in interest, and treats 50 per cent of dividends paid on preferred shares as interest and 50 per cent of issued preferred shares as debt. In prior periods, the Corporation used average debt and did not treat preferred shares as debt or preferred dividends as interest. Adjusted comparable funds from operations (“FFO”) to interest coverage is calculated as comparable FFO plus interest on debt (net of interest income and capitalized interest) divided by interest on debt plus 50 per cent of dividends paid on preferred shares less interest income. Comparable FFO is calculated as cash flow from operating activities before changes in working capital and is adjusted for transactions and amounts that the Corporation believes are not representative of ongoing cash flows from operations. Adjusted comparable FFO to interest coverage increased compared to 2013. The Corporation’s goal is to maintain this ratio in a range of four to five times. Adjusted comparable FFO to net debt is calculated as cash flow from operating activities before changes in working capital less 50 per cent of dividends paid on preferred shares divided by total debt plus 50 per cent of issued preferred shares less cash and cash equivalents. Adjusted comparable FFO to net debt increased in 2014 compared to 2013 due to lower debt levels in 2014. The Corporation’s goal is to maintain this ratio in a range of 20 to 25 per cent. 148 TransAlta Corporation | 2014 Annual Report Notes to Consolidated Financial Statements Adjusted net debt to comparable earnings before interest, taxes, depreciation, and amortization (“EBITDA”) is calculated as net debt (current and long-term debt plus 50 per cent of outstanding preferred shares less available cash and cash equivalents) divided by comparable EBITDA. Comparable EBITDA is calculated as earnings before interest, taxes, depreciation, and amortization and is adjusted for transactions and amounts that the Corporation believes are not representative of ongoing business operations. Adjusted net debt to comparable EBITDA in 2014 increased compared to 2013. The Corporation’s goal is to maintain this ratio in a range of three to four times. At times, the credit ratios may be outside of the specified target ranges while the Corporation realigns its capital structure. During 2014, the Corporation took several steps to strengthen its financial position and reduce debt, using the proceeds from the sale of CE Gen, Blackrock, CalEnergy, and Wailuku (see Note 4), the secondary offering of TransAlta Renewables common shares (see Note 11), and the offering of preferred shares (see Note 25) to pay down credit facility borrowings, repay the scheduled maturity of a debenture, and increase liquidity. During 2013, the Corporation also used the approximate $221 million in gross proceeds from the initial public offering of TransAlta Renewables common shares (see Note 11) to pay down debt. The Corporation utilizes the proceeds from dividends reinvested under the Dividend Reinvestment and Share Purchase Plan as a continued source of equity. Management routinely monitors forecasted net earnings, cash flows, capital expenditures, and scheduled repayment of debt with a goal of meeting the above ratio targets and to meet dividend and property, plant, and equipment expenditure requirements. B. Ensure Sufficient Cash and Credit is Available to Fund Operations, Pay Dividends, Distribute Payments to Subsidiaries’ Non-Controlling Interests, and Invest in Property, Plant, and Equipment For the year ended Dec. 31, 2014 and 2013, net cash outflows, after cash dividends paid on common shares, property, plant, and equipment additions, and business acquisitions, are summarized below: Year ended Dec. 31 Cash flow from operating activities Dividends paid on common shares Dividends paid on preferred shares Distributions paid to subsidiaries’ non-controlling interests Property, plant, and equipment expenditures Acquisition of Wyoming wind farm Inflow (outflow) 2014 796 (140) (41) (84) (487) – 44 2013 765 (116) (38) (55) (561) (109) (114) Increase (decrease) 31 (24) (3) (29) 74 109 158 TransAlta maintains sufficient cash balances and committed credit facilities to fund periodic net cash outflows related to its business. At Dec. 31, 2014, $1.6 billion (2013 – $0.9 billion) of the Corporation’s available credit facilities were not drawn. Periodically, TransAlta accesses capital markets, as required, to help fund some of these periodic net cash outflows, to maintain its available liquidity, and to maintain its capital structure and credit metrics within targeted ranges. During 2014, the Corporation completed a secondary offering of the common shares of TransAlta Renewables for gross proceeds to the Corporation of approximately $136 million; issued 6.6 million Series G preferred shares for gross proceeds of $165 million; issued U.S.$400 million of senior notes; and repaid $200 million of medium-term notes that matured. During 2013, the Corporation issued $400 million of senior unsecured medium-term notes, received $221 million in gross proceeds from the initial public offering of TransAlta Renewables, and repaid U.S.$300 senior notes on maturity. Dividends on the Corporation’s common shares are at the discretion of the Board. In determining the payment and level of future dividends, the Board considers the Corporation’s financial performance, its results of operations, cash flow and needs with respect to financing ongoing operations and growth, balanced against returning capital to shareholders. 149 TransAlta Corporation | 2014 Annual Report Notes to Consolidated Financial Statements 32. Related Party Transactions Details of the Corporation’s principal operating subsidiaries are as follows: Subsidiary TransAlta Generation Partnership TransAlta Cogeneration, L.P. TransAlta Centralia Generation, LLC TransAlta Energy Marketing Corp. TransAlta Energy Marketing (U.S.), Inc. TransAlta Energy (Australia), Pty Ltd. TransAlta Renewables Inc. Country Canada Canada U.S. Canada U.S. Australia Canada Ownership (per cent) 100 50.01 100 100 100 100 70.3 Principal activity Generation and sale of electricity Generation and sale of electricity Generation and sale of electricity Energy marketing Energy marketing Generation and sale of electricity Generation and sale of electricity Transactions between the Corporation and its subsidiaries have been eliminated on consolidation and are not disclosed. Transactions with Key Management Personnel TransAlta’s key management personnel include the President and CEO, the Chief Officers, the Executive Vice Presidents, and the Vice President, Gas and Renewables, all who report directly to the President and CEO, and the members of the Board. Key management personnel compensation is as follows: Year ended Dec. 31 Total compensation Comprised of: Short-term employee benefits Post-employment benefits Other long-term benefits Termination benefits Share-based payments 33. Commitments 2014 13 2013 15 2012 12 8 2 – – 3 7 2 1 2 3 8 1 1 – 2 In addition to commitments disclosed elsewhere in the financial statements, the Corporation has entered into a number of fixed purchase and transportation contracts, transmission and electricity purchase agreements, coal supply and mining agreements, long-term service agreements, and agreements related to growth and major projects either directly or through its interests in joint ventures. Approximate future payments under these agreements are as follows: Natural gas, transportation, and other purchase contracts Transmission and power purchase agreements Coal supply and mining agreements Long-term service agreements Non-cancellable operating leases Growth Total 2015 2016 2017 2018 2019 2020 and thereafter Total 43 29 13 12 7 101 205 12 9 3 4 2 6 36 159 137 44 45 46 605 1,036 119 120 105 33 31 172 580 11 10 8 8 8 54 99 207 50 175 8 – – 551 355 348 110 94 938 440 2,396 150 TransAlta Corporation | 2014 Annual Report Notes to Consolidated Financial Statements A. Natural Gas, Transportation, and Other Purchase Contracts Several of the Corporation’s plants have fixed price natural gas purchase and related transportation contracts in place. Other fixed price purchase contracts relate to commitments for services at certain facilities. B. Transmission and Power Purchase Agreements TransAlta has several agreements to purchase 400 MW of Pacific Northwest transmission network capacity. Provided certain conditions for delivering the service are met, the Corporation is committed to the transmission at the supplier’s tariff rate whether it is awarded immediately or delivered in the future after additional facilities are constructed. C. Coal Supply and Mining Agreements Various coal supply and associated rail transport contracts are in place to provide coal for use in production at the Centralia coal plant. The coal supply agreements allow TransAlta to take delivery of coal at fixed volumes and prices, with dates extending to 2024. Commitments related to mining agreements include the Corporation’s share of commitments for mining agreements related to its Sheerness and Genesee Unit 3 joint operations, and certain other mining royalty agreements. D. Long-Term Service Agreements TransAlta has various service agreements in place, primarily for inspections and repairs and maintenance that may be required on natural gas facilities, coal facilities, and turbines at various wind facilities. E. Operating Leases TransAlta has operating leases in place for buildings, vehicles, and various types of equipment. During the year ended Dec. 31, 2014, $10 million (2013 – $10 million, 2012 – $13 million) was recognized as an expense in respect of these operating leases. No sublease payments were received or made, nor were any contingent rental payments made in respect of these operating leases. F. Growth Commitments for growth relate to the South Hedland power station, the Australian natural gas pipeline to the Solomon power station, and transmission upgrades. G. TransAlta Energy Bill Commitments As part of the Bill and Memorandum of Agreement (“MoA”) signed into law in the State of Washington, the Corporation has committed to fund U.S.$55 million over the life of the Centralia coal plant to support economic and community development, promote energy efficiency, and develop energy technologies related to the improvement of the environment. The MoA contains certain provisions for termination and in certain circumstances this funding or part thereof would no longer be required. H. Other A significant portion of the Corporation’s electricity and thermal production are subject to PPAs and long-term contracts. The majority of these contracts include terms and conditions customary to the industry in which the Corporation operates. The nature of commitments related to these contracts includes: electricity and thermal capacity, availability, and production targets; reliability and other plant-specific performance measures; specified payments for deliveries during peak and off-peak time periods; specified prices per MWh; risk sharing of fuel costs; and retention of heat rate risk. 34. Contingencies TransAlta is occasionally named as a party in various claims and legal proceedings that arise during the normal course of its business. TransAlta reviews each of these claims, including the nature of the claim, the amount in dispute or claimed, and the availability of insurance coverage. There can be no assurance that any particular claim will be resolved in the Corporation’s favour or that such claims may not have a material adverse effect on TransAlta. Inquiries from regulatory bodies may also arise in the normal course of business, to which the Corporation responds as required. 151 TransAlta Corporation | 2014 Annual Report Notes to Consolidated Financial Statements 35. Segment Disclosures A. Description of Reportable Segments The Corporation has three reportable segments as described in Note 1. A portion of operations, maintenance, and administration costs incurred in the Energy Marketing Segment and the Corporate Segment are allocated to other segments based on an estimate of operating expenses and a percentage of resources dedicated to providing support and services. Segment operations, maintenance, and administration costs are comprised of expenses net of intersegment allocations. In prior years, the Energy Marketing intersegment charge and recovery was presented as a distinct line item as a component of operating income (loss). Comparative figures have been reclassified to conform to the current year’s presentation. B. Reported Segment Earnings and Segment Assets I. Earnings Information Year ended Dec. 31, 2014 Revenues Fuel and purchased power Gross margin Operations, maintenance, and administration Depreciation and amortization Asset impairment reversals Taxes, other than income taxes Net other operating (income) losses Net operating income (loss) Finance lease income Gain on sale of assets Net interest expense Earnings before income taxes Generation Energy Marketing Corporate 2,515 1,092 1,423 447 512 (6) 28 (19) 461 49 2 108 – 108 32 – – – 5 71 – – – – – 63 26 – 1 – (90) – – Year ended Dec. 31, 2013 (Restated – see Note 3(B)) Generation Energy Marketing Corporate Revenues Fuel and purchased power Gross margin Operations, maintenance, and administration Depreciation and amortization Asset impairment charges (reversals) Restructuring provision Taxes, other than income taxes Net other operating losses Operating income (loss) Finance lease income Equity loss Gain on sale of assets Net interest expense Foreign exchange gain Loss before income taxes 2,213 948 1,265 432 501 (18) (2) 26 46 280 46 (10) – 79 – 79 18 1 – – – 56 4 – – – – – – 66 23 – (1) 1 – (89) – – 12 Total 2,623 1,092 1,531 542 538 (6) 29 (14) 442 49 2 (254) 239 Total 2,292 948 1,344 516 525 (18) (3) 27 102 195 46 (10) 12 (256) 1 (12) 152 TransAlta Corporation | 2014 Annual Report Notes to Consolidated Financial Statements Year ended Dec. 31, 2012 (Restated – see Note 3(B)) Generation Energy Marketing Corporate Revenues Fuel and purchased power Gross margin Operations, maintenance, and administration Depreciation and amortization Asset impairment charges Restructuring provision Taxes, other than income taxes Net other operating losses Operating losses Finance lease income Equity loss Gain on sale of assets Gain on sale of collateral Net interest expense Other income Foreign exchange loss Loss before income taxes 2,207 797 1,410 401 489 324 5 27 254 (90) 16 (15) 3 – 3 – 3 16 – – – – – (13) – – – 15 – – – 82 20 – 8 1 – (111) – – – – Total 2,210 797 1,413 499 509 324 13 28 254 (214) 16 (15) 3 15 (242) 1 (9) (445) Included in the Generation Segment revenue is $21 million (2013 – $22 million, 2012 – $23 million) of incentives received under a Government of Canada program in respect of power generation from qualifying wind and hydro projects. Total rental income, including contingent rent, related to certain PPAs and other long-term contracts that meet the criteria of operating leases, is included in the Generation Segment revenues, and was $219 million for the year ended Dec. 31, 2014 (2013 – $208 million, 2012 – $188 million). II. Selected Consolidated Statements of Financial Position Information As at Dec. 31, 2014 Goodwill Total segment assets As at Dec. 31, 2013 Goodwill Total segment assets (Restated – see Note 3(B)) Generation Energy Marketing Corporate 432 9,274 30 246 – 313 Generation1 Energy Marketing Corporate 430 9,093 30 244 – 287 Total 462 9,833 Total 460 9,624 1 Total Generation Segment assets include $192 million related to investments in joint arrangements accounted for using the equity method. 153 TransAlta Corporation | 2014 Annual Report Notes to Consolidated Financial Statements III. Selected Consolidated Statements of Cash Flows Information Year ended Dec. 31, 2014 Additions to non-current assets: Property, plant, and equipment Intangible assets Year ended Dec. 31, 2013 Additions to non-current assets: Property, plant, and equipment Intangible assets Year ended Dec. 31, 2012 Additions to non-current assets: Property, plant, and equipment Intangible assets Generation Energy Marketing Corporate Total 481 9 1 8 5 17 Generation Energy Marketing Corporate 554 5 – 6 7 21 Generation Energy Marketing Corporate 684 7 – 1 19 31 487 34 Total 561 32 Total 703 39 IV. Depreciation and Amortization on the Consolidated Statements of Cash Flows The reconciliation between depreciation and amortization reported on the Consolidated Statements of Earnings (Loss) and the Consolidated Statements of Cash Flows is presented below: Year ended Dec. 31 Depreciation and amortization expense on the Consolidated Statements of Earnings Depreciation included in fuel and purchased power (Note 5) Gain on disposal of property, plant, and equipment Depreciation and amortization on the Consolidated Statements of Cash Flows C. Geographic Information I. Revenues Year ended Dec. 31 Canada U.S. Australia Total revenue II. Non-Current Assets 2014 538 56 1 595 2014 1,989 516 118 2,623 2013 525 58 2 585 2013 1,898 287 107 2,292 2012 509 41 14 564 2012 1,789 300 121 2,210 As at Dec. 31 Canada U.S. Australia Total Property, plant, and equipment 2014 6,422 552 264 2013 6,538 517 138 7,238 7,193 Intangible assets Other assets Goodwill 2014 296 25 10 331 2013 295 24 4 323 2014 2013 66 14 18 98 57 21 19 97 2014 417 45 – 462 2013 417 43 – 460 D. Significant Customer During the year ended Dec. 31, 2014, sales to one customer in the Generation Segment represented 12 per cent of the Corporations’s total revenue. 154 TransAlta Corporation | 2014 Annual Report Notes to Consolidated Financial Statements 36. Subsequent Events A. Restructuring On Jan. 14, 2015, the Corporation initiated a significant cost-reduction initiative at the Corporation’s Canadian Coal operations, resulting in the elimination of positions. Costs associated with the initiative are expected to total $10 million. B. Bond Issuance On Feb. 11, 2015, the Corporation and its partner issued bonds secured by their jointly owned Pingston facility. The Corporation’s share of gross proceeds was $45 million. The bonds bear interest at the annual fixed interest rate of 2.95 per cent, payable semi-annually with no principal repayments until maturity in May 2023. Proceeds were used to repay the $35 million secured debenture bearing interest at 5.28 per cent. Excess proceeds, net of transaction costs, are to be used for general corporate purposes. 155 TransAlta Corporation | 2014 Annual Report Eleven-Year Financial and Statistical Summary (in millions of Canadian dollars, except where noted) Year ended Dec. 31 Financial Summary Statement of Earnings Revenues Operating income Net earnings (loss) attributable to common shareholders Statement of Financial Position Total assets Current portion of long-term debt, net of cash and cash equivalents Long-term debt Non-controlling interests Preferred shares Equity attributable to shareholders Total invested capital Cash Flows Cash flow from operating activities Cash flow used in investing activities Common Share Information (per share) Net earnings (loss) Comparable earnings1 Dividends paid on common shares Book value (at year-end) Market price: High Low Close (Toronto Stock Exchange at Dec. 31) Ratios (percentage except where noted) Adjusted net debt to invested capital Adjusted net debt to invested capital excluding non-recourse debt Adjusted net debt to comparable EBITDA (times)1 Return on equity attributable to common shareholders Comparable return on equity attributable to common shareholders1 Return on capital employed Comparable return on capital employed1 Price to comparable earnings (times) Earnings coverage (times) Dividend payout ratio based on net earnings Dividend payout ratio based on comparable earnings1 Dividend payout ratio based on comparable funds from operations1,2 Comparable EBITDA (in millions of Canadian dollars)1 Dividend coverage (times) Dividend yield Adjusted comparable FFO to adjusted net debt2 Comparable FFO before interest to adjusted interest coverage (times)2 Weighted average common shares for the year (in millions) Common shares outstanding at Dec. 31 (in millions) Statistical Summary Number of employees Generating Capacity (MW)3 Coal (Canadian and U.S.) Gas4 Renewables (wind and hydro) Equity investments Total generating capacity Total generation production (GWh) 2014 2013 2012 2,623 442 141 9,833 708 3,305 594 942 3,284 8,833 796 (292) 0.52 0.25 0.83 8.52 14.94 9.81 10.52 56.3 54.1 4.2 6.3 3.0 5.8 5.1 42.1 1.7 139.0 288.2 26.4 1,036 5.6 7.9 16.9 3.8 273 275 2,786 2,292 195 (71) 9,624 175 4,130 517 781 2,906 8,509 765 (703) (0.27) 0.31 1.16 7.92 16.86 12.91 13.48 60.7 58.7 4.6 (3.2) 3.7 2.8 5.2 43.5 0.8 (431.0) 377.8 43.1 1,023 6.3 8.6 15.2 3.7 264 268 2,210 (214) (615) 9,503 582 3,610 330 – 3,018 7,540 520 (1,048) (2.62) 0.50 1.16 8.78 21.37 14.11 15.12 61.0 59.0 4.6 (25.9) 4.9 (3.1) 5.3 30.2 (1.0) (44.1) 231.6 25.1 1,015 4.7 7.7 16.7 3.3 235 255 2,772 2,084 5,111 1,531 2,203 – 8,845 45,002 5,111 1,779 2,202 396 9,488 42,482 4,551 1,731 2,058 390 8,730 38,750 Financial data presented is based on IFRS. Financial data for 2009 and prior is based on Canadian GAAP. Prior year figures that appear within the MD&A have been restated to conform with the current year’s presentation. All other prior year figures have not been restated. 1 These ratios were calculated using non-IFRS measures. Periods for which the non-IFRS measure was not previously disclosed have not been calculated. Ratio Formulas Adjusted net debt to invested capital = long-term debt and finance lease obligations including current portion and fair value (asset) liability of hedging instruments on debt + 50 per cent issued preferred shares – cash and cash equivalents/ long-term debt including current portion + non-controlling interests + equity attributable to shareholders – 50 per cent issued preferred shares – cash and cash equivalents 2 2013 has been adjusted for the impacts associated with the California claim. 2012 has been adjusted for the impacts associated with Sundance Units 1 and 2 arbitration. 3 2014, 2013 and 2012 are gross capacity which reflects the basis of consolidation of underlying results. Adjusted net debt to comparable EBITDA = long-term debt and finance lease obligations including current portion and fair value (asset) liability of hedging instruments on debt – cash and cash equivalents + 50 per cent issued preferred shares / comparable EBITDA Prior year figures are as previously reported. Includes finance leases. 4 156 Return on equity attributable to common shareholders = net earnings attributable to common shareholders excluding gain on discontinued operations or earnings on a comparable basis / equity attributable to common shareholders excluding Accumulated Other Comprehensive Income (“AOCI”) Earnings coverage = net earnings attributable to shareholders + income taxes + net interest expense / 50 per cent dividends paid on preferred shares + interest on debt – interest income TransAlta Corporation | 2014 Annual Report Eleven-Year Financial and Statistical Summary 2011 2010 2009 2008 2007 2006 2005 2004 2,618 645 290 9,780 284 3,721 358 – 3,274 7,637 690 (608) 1.31 1.05 1.16 12.08 23.24 19.45 21.02 52.5 60.0 3.8 10.6 8.4 8.3 7.0 20.2 2.7 66.9 84.3 24.0 1,044 3.5 5.5 20.1 4.4 222 224 2,235 4,325 1,567 1,974 390 8,256 41,012 2,673 487 255 9,635 202 3,823 431 – 3,120 7,576 838 (765) 1.16 0.97 1.16 12.85 23.98 19.61 21.15 53.1 50.7 – 9.6 8.0 6.6 6.0 21.8 2.2 125.1 149.8 39.6 955 4.0 5.5 19.6 4.6 219 220 2,389 4,688 1,648 1,950 390 8,676 48,614 2,770 378 181 9,762 (51) 4,411 478 – 2,929 7,767 580 (1,598) 0.90 0.90 1.16 13.41 25.30 18.11 23.48 56.1 52.6 – 6.9 6.9 5.7 5.8 26.1 1.9 129.8 129.8 – 888 2.6 4.9 20.5 4.9 201 218 3,110 533 235 7,815 194 2,564 469 – 2,510 5,737 1,038 (581) 1.18 1.46 1.08 12.70 37.50 21.00 24.30 48.1 45.6 – 9.4 11.6 7.7 9.6 20.6 2.8 91.5 74.1 – 1,006 4.8 4.4 31.7 7.2 199 198 2,775 541 309 7,157 600 1,837 496 – 2,299 5,232 847 (410) 1.53 1.31 1.00 11.39 34.00 23.79 33.35 46.8 44.0 – 13.1 10.5 9.8 9.7 21.8 3.3 65.6 76.4 – 980 4.2 3.0 30.7 6.6 202 201 2,677 157 45 7,460 296 2,221 535 175 2,428 5,655 490 (261) 0.22 1.16 1.00 11.99 26.91 20.22 26.64 44.5 41.0 – 1.8 9.2 2.4 9.0 121.1 0.5 447.7 86.0 – – 2.4 3.8 26.2 5.5 201 202 2,343 2,200 2,201 2,687 4,967 1,843 1,965 – 8,775 45,736 4,942 1,913 1,218 – 8,073 48,891 4,942 1,960 1,122 – 8,024 50,395 4,887 1,953 1,122 – 7,962 48,213 2,664 421 199 7,741 (66) 2,605 559 175 2,543 5,756 619 (242) 1.01 0.88 1.00 12.80 26.66 17.67 25.41 43.9 39.9 – 7.0 6.8 7.1 7.4 26.7 2.3 113.0 113.3 – – 3.1 3.9 23.0 4.7 197 199 2,657 4,885 1,933 1,117 – 7,935 51,810 2,838 478 170 8,133 (103) 3,058 616 175 2,473 6,061 613 (65) 0.88 0.70 1.00 12.74 18.75 15.25 18.05 47.4 42.5 – 6.5 5.1 7.5 – 21.7 1.9 120.0 150.4 – – 3.2 5.5 18.5 4.1 193 194 2,505 4,778 2,444 1,115 – 8,337 54,560 Return on capital employed = earnings before non-controlling interests and income taxes + net interest expense or comparable earnings before non-controlling interests and income taxes + net interest expense/ invested capital excluding AOCI Comparable funds from operations before interest to adjusted interest coverage = comparable funds from operations + interest on debt – interest income – capitalized interest / interest on debt + 50 per cent dividends paid on preferred shares – interest income Dividend yield = dividend per common share / current year’s close price Dividend coverage = cash flow from operating activities / cash dividends paid on common shares Dividend payout ratio = common share dividends / net earnings attributable to common shareholders excluding gain on discontinued operations or earnings on a comparable basis or funds from operations – 50 per cent dividends paid on preferred shares Price to comparable earnings ratio = current year’s close price / comparable earnings per share Adjusted comparable funds from operations to adjusted net debt = comparable funds from operations – 50 per cent dividends paid on preferred shares/ period end long-term debt and finance lease obligations including fair value (asset) liability of hedging instruments on debt + 50 per cent issued preferred shares – cash and cash equivalents Comparable EBITDA = operating income + depreciation and amortization per the Consolidated Statements of Cash Flows +/- non-comparable items 157 TransAlta Corporation | 2014 Annual Report Plant Summary As of January 31, 2015 Western Canada 39 Facilities Total Western Canada Eastern Canada 16 Facilities Total Eastern Canada United States 3 Facilities Total United States Australia 7 Facilities Total Australia Total Facility Sundance, AB3 Keephills, AB Genesee 3, AB Keephills 3, AB Sheerness, AB Poplar Creek, AB Fort Saskatchewan, AB Brazeau, AB Big Horn, AB Spray, AB Ghost, AB Rundle, AB Cascade, AB Kananaskis, AB Bearspaw, AB Pocaterra, AB Horseshoe, AB Barrier, AB Taylor, AB Interlakes, AB Belly River, AB Three Sisters, AB Waterton, AB St. Mary, AB Upper Mamquam, BC Pingston, BC Bone Creek, BC Akolkolex, BC Summerview 1, AB Summerview 2, AB Ardenville, AB Blue Trail, AB Castle River, AB8 McBride Lake, AB Soderglen, AB Cowley Ridge, AB Cowley North, AB Sinnott, AB Macleod Flats, AB Sarnia, ON Mississauga, ON Ottawa, ON Windsor, ON Ragged Chute, ON Misema, ON Galetta, ON Appleton, ON Moose Rapids, ON Wolfe Island, ON Melancthon, ON9 Le Nordais, QC Kent Hills, NB9 New Richmond, QC Centralia, WA Wyoming Wind, WY Skookumchuck, WA Parkeston, WA Southern Cross, WA10 Solomon Power Station South Hedland11 Capacity (MW)1 2,141 790 466 463 780 356 118 355 120 103 51 50 36 19 17 15 14 13 13 5 3 3 3 2 25 45 19 10 70 66 69 66 44 75 71 16 20 7 3 6,541 506 108 74 68 7 3 2 1 1 198 200 99 150 68 1,484 1,340 144 1 1,485 110 245 125 150 630 10,140 Ownership (%) 100% 100% 50% 50% 25% 100% 30% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 50% 100% 100% 100% 100% 100% 100% 100% 50% 50% 100% 100% 100% 100% 100% 50% 50% 50% 100% 100% 100% 100% 100% 100% 100% 100% 83% 100% 100% 100% 100% 50% 100% 100% 100% Net capacity ownership interest (MW)1,2 2,141 790 233 232 195 356 35 355 120 103 51 50 36 19 17 15 14 13 13 5 3 3 3 2 25 23 19 10 70 66 69 66 44 38 35 16 20 7 3 5,313 506 54 37 34 7 3 2 1 1 198 200 99 125 68 1,334 1,340 144 1 1,485 55 245 125 150 575 8,707 Fuel Coal Coal Coal Coal Coal Gas Gas Hydro Hydro Hydro Hydro Hydro Hydro Hydro Hydro Hydro Hydro Hydro Hydro Hydro Hydro Hydro Hydro Hydro Hydro Hydro Hydro Hydro Wind Wind Wind Wind Wind Wind Wind Wind Wind Wind Wind Gas Gas Gas Gas Hydro Hydro Hydro Hydro Hydro Wind Wind Wind Wind Wind Coal Wind Hydro Gas Gas/Diesel Gas/Diesel Gas/Diesel Revenue source Alberta PPA4/Merchant5 Alberta PPA/Merchant6 Merchant Merchant Alberta PPA LTC7/Merchant LTC Alberta PPA Alberta PPA Alberta PPA Alberta PPA Alberta PPA Alberta PPA Alberta PPA Alberta PPA Merchant Alberta PPA Alberta PPA Merchant Alberta PPA Merchant Alberta PPA Merchant Merchant LTC LTC LTC LTC Merchant Merchant Merchant Merchant Merchant LTC Merchant Merchant Merchant Merchant Merchant LTC LTC LTC LTC/Merchant LTC LTC LTC LTC LTC LTC LTC LTC LTC LTC LTC/Merchant LTC LTC LTC LTC LTC LTC Contract expiry date 2017-2020 2020 – – 2020 2023 2019 2020 2020 2020 2020 2020 2020 2020 2020 – 2020 2020 – 2020 – 2020 – – 2025 2023 2031 2015 – – – – – 2024 – – – – – 2022-2025 2018 2017-2033 2016 2029 2027 2030 2030 2030 2029 2026-2028 2033 2033-2035 2033 2025 2028 2020 2016 2023 2028 2042 1 Megawatts are rounded to the nearest whole number; columns may not add due to rounding. 2 Accounts for 100% of TransAlta Renewables assets. 3 Includes a 15 MW uprate on Sundance unit 3; the resulting increased capacity will not be realized until the generator stator is replaced. PPA refers to Power Purchase Arrangement. 4 5 Merchant capacity refers to uprates on unit 4 (53 MW), unit 5 (53 MW), and unit 6 (44 MW). 6 Merchant capacity refers to uprates on unit 1 (12 MW) and unit 2 (12 MW). LTC refers to Long-Term Contract. 7 Includes seven individual turbines at other locations. 8 9 Comprised of two facilities. 10 Comprised of four facilities. 11 Plant is under construction and expected to be fully commissioned in mid-2017. 158 TransAlta Corporation | 2014 Annual Report Board of Directors William D. Anderson John P. Dielwart Timothy W. Faithfull Dawn L. Farrell Alan J. Fohrer Ambassador Gordon D. Giffin P. Thomas Jenkins C. Kent Jespersen Michael M. Kanovsky Karen E. Maidment Yakout Mansour Georgia R. Nelson Dr. Martha C. Piper According to a 2014 survey commissioned by the Calgary Herald, TransAlta’s board is the most diverse among Calgary’s Top 100 companies. 159 TransAlta Corporation | 2014 Annual Report Shareholder Information Special Services for Registered Shareholders Service Description Dividend reinvestment and optional share purchase plan1 Conveniently reinvest your TransAlta dividends and purchase common shares without brokerage costs Direct deposit for dividend payments Account consolidations Automatically have dividend payments deposited to your bank account Eliminate costly duplicate mailings by consolidating account registrations Address changes and share transfers Receive tax slips and dividends without the delays resulting from address and ownership changes To use these services please contact our transfer agent. 1 Also available to non-registered shareholders. Stock Splits and Share Consolidations Date Events May 8, 1980 Feb. 1, 1988 Dec. 31, 1992 Stock split Stock split1 Reorganization – TransAlta Utilities shares exchanged for TransAlta Corporation shares2 1:1 The valuation date value of common shares owned on Dec. 31, 1971, adjusted for stock splits, is $4.54 per share. 1 The adjusted cost base for shares held on Jan. 31, 1988, was reduced by $0.75 per share following the Feb. 1, 1988 share split. 2 TransAlta Utilities Corporation became a wholly owned subsidiary of TransAlta Corporation as a result of this reorganization. Dividend Declaration for Common Shares Dividends are paid quarterly as determined by the Board. Dividends on our common shares are at the discretion of the Board. In determining the payment and level of future dividends, the Board considers our financial performance, our results of operations, cash flow and needs, with respect to financing our ongoing operations and growth, balanced against returning capital to shareholders. The Board continues to focus on building sustainable earnings and cash flow growth. Common Share Dividends Declared in 2014 Record Date Payment Date Ex-Dividend Date April 1, 2014 July 1, 2014 Oct. 1, 2014 Jan. 1, 2015 March 4, 2014 May 30, 2014 Aug. 29, 2014 Dec. 1, 2014 Feb. 28, 2014 May 28, 2014 Aug. 27, 2014 Nov. 27, 2014 Dividend $0.18 $0.18 $0.18 $0.18 Dividends are paid on the first of the month in January, April, July and October. When a dividend payment date falls on a weekend or holiday, the payment is made on the following business day. Only dividend payments that have been approved by the Board of Directors are included in this table. Submission of Concerns Regarding Accounting or Auditing Matters TransAlta has adopted a procedure for employees, shareholders or others to report concerns or complaints regarding accounting or other matters on an anonymous, confidential basis to the Audit and Risk Committee of the Board of Directors. Such submissions may be directed to the Audit and Risk Committee c/o the Vice-President and Corporate Secretary of the Corporation. Annual Meeting The Annual Meeting of Shareholders will be held at 11:00 a.m. MST, on Tuesday, April 28, 2015 at the Metropolitan Conference Centre 333 - 4th Avenue S.W., Calgary, Alberta. Transfer Agent CST Trust Company* P.O. Box 700 Station “B” Montreal, Quebec H3B 3K3 Phone North America: 1.800.387.0825 toll-free Toronto/outside North America: 416.682.3860 E-mail inquiries@canstockta.com Fax 514.985.8843 Website www.canstockta.com Exchanges Toronto Stock Exchange (TSX) New York Stock Exchange (NYSE) Ticker Symbols TransAlta Corporation common shares: TSX: TA, NYSE: TAC TransAlta Corporation preferred shares: TSX: TA.PR.D, TA.PR.F, TA.PR.H, TA.PR.J * CST Trust Company has succeeded CIBC Mellon Trust Company as our transfer agent. On Nov. 1, 2010, CIBC Mellon Trust Company sold its issuer services business to Canadian Stock Transfer Company Inc., which operated the business on their behalf until Aug. 30, 2013, at which time CST Trust Company, an affiliate of Canadian Stock Transfer Company Inc., received federal approval to commence business. 160 TransAlta Corporation | 2014 Annual Report Shareholder Information Dividend Declaration for Preferred Shares Series A: Fixed cumulative preferential cash dividends are paid quarterly when declared by the Board at the annual rate of $1.15 per share from the date of issue Dec. 10, 2010 to but excluding March 31, 2016. Voting Rights Common shareholders receive one vote for each common share held. Additional Information Requests can be directed to: Investor Relations TransAlta Corporation 110 - 12th Avenue S.W. P.O. Box 1900, Station “M” Calgary, Alberta T2P 2M1 Phone North America: 1.800.387.3598 toll-free Calgary/outside North America: 403.267.2520 E-mail investor_relations@transalta.com Fax 403.267.7405 Website www.transalta.com Series C: Fixed cumulative preferential cash dividends are paid quarterly when declared by the Board at the annual rate of $1.15 per share from the date of issue Nov. 29, 2011 to but excluding June 30, 2017. Series E: Fixed cumulative preferential cash dividends are paid quarterly when declared by the Board at the annual rate of $1.25 per share from the date of issue Aug. 10, 2012 to but excluding Sept. 30, 2017. Series G: Fixed cumulative preferential cash dividends are paid quarterly when declared by the Board at the annual rate of $1.35 per share from the date of issue Aug. 15, 2014 to but excluding Sept. 30, 2019. Preferred Share Dividend Declared in 2014 Series A Payment Date March 31, 2014 June 30, 2014 Sept. 30, 2014 Dec. 31, 2014 Series C Payment Date March 31, 2014 June 30, 2014 Sept. 30, 2014 Dec. 31, 2014 Series E Payment Date March 31, 2014 June 30, 2014 Sept. 30, 2014 Dec. 31, 2014 Series G Payment Date Dec. 31, 2014 Record Date March 4, 2014 May 30, 2014 Aug. 29, 2014 Dec. 1, 2014 Record Date March 4, 2014 May 30, 2014 Aug. 29, 2014 Dec. 1, 2014 Record Date March 4, 2014 May 30, 2014 Aug. 29, 2014 Dec. 1, 2014 Ex-Dividend Date Feb. 28, 2014 May 28, 2014 Aug. 27, 2014 Nov. 27, 2014 Ex-Dividend Date Feb. 28, 2014 May 28, 2014 Aug. 27, 2014 Nov. 27, 2014 Ex-Dividend Date Feb. 28, 2014 May 28, 2014 Aug. 27, 2014 Nov. 27, 2014 Dividend $0.2875 $0.2875 $0.2875 $0.2875 Dividend $0.2875 $0.2875 $0.2875 $0.2875 Dividend $0.3125 $0.3125 $0.3125 $0.3125 Record Date Dec. 1, 2014 Ex-Dividend Date Nov. 27, 2014 Dividend $0.50101 Dividends are paid on the last day of the month in March, June, September, and December. When a dividend payment date falls on a weekend or holiday, the payment is made on the following business day. Only dividend payments that have been approved by the Board of Directors are included in this table. 1 The first quarterly dividend payable is based on a longer period, starting from the issue date of Aug. 15, 2014 to Dec. 31, 2014. 161 TransAlta Corporation | 2014 Annual Report Shareholder Highlights 250 200 150 100 50 Total Shareholder Return vs. S&P/TSX Composite Index Year ended Dec. 31 ($) TransAlta TSX/S&P Composite 05 100 100 06 163 140 07 211 150 08 159 97 09 162 127 10 154 145 11 162 129 12 124 134 13 121 147 14 101 158 This chart compares what $100 invested in TransAlta and the S&P/TSX Composite at the end of 2004 would be worth today, assuming the reinvestment of all dividends. 05 06 07 08 09 10 11 12 13 14 TransAlta S&P/TSX Composite Source: Thompson Financial 40.00 30.00 20.00 10.00 Ten-Year Trading Range and Market Value vs. Book Value Year ended Dec. 31 ($ per share) 05 06 07 08 09 10 11 12 13 14 Market Value 25.41 26.64 33.35 24.30 23.48 21.15 21.02 15.12 13.48 10.52 Book Value 12.80 11.99 11.39 12.70 13.41 12.85 12.08 8.78 7.92 8.52 Amounts presented or included in calculations prior to 2010 represent Canadian Generally Accepted Accounting Principles (GAAP) figures and have not been restated under International Financial Reporting Standards (IFRS). 05 06 07 08 09 10 11 12 13 14 Market Value Book Value Trading Range Source: Thompson Financial and TransAlta 30 25 20 15 10 5 20.00 15.00 10.00 5.00 Monthly Volume and Market Prices (2014) Volume (millions) Jan 15 Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec 30 18 17 15 11 11 9 17 18 19 26 TSX closing price 14.66 12.75 12.84 13.39 13.00 13.08 12.52 12.54 11.75 10.96 11.14 10.52 Source: Thompson Financial J JMAMF DNOSAJ Volume (millions of shares) TSX closing price ($ per share) Return on Common Shareholders’ Equity (%) ROE 05 7.0 06 1.8 07 13.1 08 9.4 09 6.9 10 9.6 11 12 13 10.6 (25.9) (3.2) 14 6.3 Amounts presented or included in calculations prior to 2010 represent GAAP figures and have not been restated under IFRS. During the year, we revised the way in which we calculate our ratios in order to align more closely with how we understand some credit rating agencies calculate them. The figures for 2013 and 2012 have been restated to conform with the current year’s presentation. Source: TransAlta 05 06 07 08 09 10 11 12 13 14 30 20 10 0 (10) (20) (30) 162 TransAlta Corporation | 2014 Annual Report Corporate Information Corporate Governance: New York Stock Exchange Disclosure Differences TransAlta’s Corporate Governance Guidelines, Board Charter, Committee Charters, position descriptions for the Chair, Committee Chair, President & CEO, and codes of business conduct and ethics are available on our website at www.transalta.com. Also available on our website is a summary of the significant ways in which TransAlta’s corporate governance practices differ from those required to be followed by U.S. domestic companies under the New York Stock Exchange’s listing standards. Currently there are no differences between our governance practices and those of the New York Stock Exchange. Ethics Help-Line The Audit and Risk Committee of the Board of Directors has established an anonymous and confidential toll-free telephone number, fax line and e-mail address for employees, contractors, shareholders and other stakeholders to call with respect to accounting irregularities, ethical violations, or any other matters they wish to bring to the attention of the Board. The Ethics Help-Line number is 1.888.806.6646 Fax: 403.267.7985 E-mail: ethics_helpline@transalta.com Any communications to the Board of Directors may also be sent to corporate_secretary@transalta.com TransAlta Corporate Officers Dawn L. Farrell President and Chief Executive Officer Donald Tremblay Chief Financial Officer Brett M. Gellner Chief Investment Officer Dawn E. de Lima Chief Human Resources and Communications Officer John H. Kousinioris Chief Legal and Compliance Officer Cynthia Johnston Executive Vice-President, Corporate Services, TransAlta; President, TAMA Transmission Robert L. Schaefer Executive Vice-President, Trading and Marketing Wayne A. Collins Executive Vice-President, Coal and Mining Operations Maryse C.C. St.-Laurent Vice-President Legal and Corporate Secretary David J. Koch Vice-President and Controller Todd J. Stack Vice-President and Treasurer Gary R. Woods Vice-President, Gas and Renewables Operations Aron J. Willis Vice-President, Australia 163 TransAlta Corporation | 2014 Annual Report Glossary of Key Terms Alberta Power Purchase Arrangement (PPA) A long-term arrangement established by regulation for the sale of electric energy from formerly regulated generating units to PPA buyers. Cogeneration A generating facility that produces electricity and another form of useful thermal energy (such as heat or steam) used for industrial, commercial, heating, or cooling purposes. Availability A measure of time, expressed as a percentage of continuous operation 24 hours a day, 365 days a year, that a generating unit is capable of generating electricity, regardless of whether or not it is actually generating electricity. Boiler A device for generating steam for power, processing or heating purposes, or for producing hot water for heating purposes or hot water supply. Heat from an external combustion source is transmitted to a fluid contained within the tubes of the boiler shell. Biomass Co-Firing When used as a supplemental fuel in an existing coal-fired boiler, biomass can provide the following benefits: lower fuel costs, more fuel flexibility, reduced waste to landfills, and reductions in sulfur oxide, nitrogen oxide, and carbon dioxide emissions. Capacity The rated continuous load-carrying ability, expressed in megawatts, of generation equipment. Carbon Capture and Storage (CCS) An approach to mitigating the contribution of greenhouse gas emissions to global warming, which is based on capturing carbon dioxide emissions from industrial operations and permanently storing them in deep underground formations. Coal Beneficiation Beneficiation of coal by reducing ash and/or moisture is found to improve the efficiency of power plant boilers, increase plant capacity factors and reduce the greenhouse gas emissions from power plants. Combined Cycle An electric generating technology in which electricity is produced from otherwise lost waste heat exiting from one or more gas (combustion) turbines. The exiting heat is routed to a conventional boiler or to a heat recovery steam generator for use by a steam turbine in the production of electricity. This process increases the efficiency of the electric generating unit. Derate To lower the rated electrical capability of a power generating facility or unit. Expected Capacity Plant capacity after consideration of station service use, planned outages, forced and maintenance outages, and derates. Flue Gas Desulphurization Unit (Scrubber) Equipment used to remove sulphur oxides from the combustion gases of a boiler plant before discharge to the atmosphere. Chemicals, such as lime, are used as the scrubbing media. Force Majeure Literally means “greater force”. These clauses excuse a party from liability if some unforeseen event beyond the control of that party prevents it from performing its obligations under the contract. Gasification Reacting raw material, such as coal, at high temperatures with a controlled amount of oxygen and steam. Carbon dioxide can be removed from the resulting syngas fuel. Gigajoule (GJ) A metric unit of energy commonly used in the energy industry. One GJ equals 947,817 Btu. 164 TransAlta Corporation | 2014 Annual Report Glossary of Key Terms Gigawatt (GW) A measure of electric power equal to 1,000 megawatts. Gigawatt Hour (GWh) A measure of electricity consumption equivalent to the use of 1,000 megawatts of power over a period of one hour. Greenhouse Gas (GHG) Gases having potential to retain heat in the atmosphere, including water vapour, carbon dioxide, methane, nitrous oxide, hydrofluorocarbons, and perfluorocarbons. Heat Rate A measure of conversion, expressed as Btu/MWh, of the amount of thermal energy required to generate electrical energy. Megawatt (MW) A measure of electric power equal to 1,000,000 watts. Megawatt Hour (MWh) A measure of electricity consumption equivalent to the use of 1,000,000 watts of power over a period of one hour. Merchant Assets TransAlta uses the term merchant to describe assets that have contracts with terms of less than five years. Given our low-to-moderate risk profile, TransAlta contracts a significant portion of its merchant capability through short and medium- term contracts. Net Maximum Capacity The maximum capacity or effective rating, modified for ambient limitations, that a generating unit or power plant can sustain over a specific period, less the capacity used to supply the demand of station service or auxiliary needs. Oxygen Combustion Based on the principle that if coal burns in an environment where nitrogen is absent or minimized, the resulting carbon dioxide will be more concentrated and therefore easier to capture. Renewable Power Power generated from renewable terrestrial mechanisms including wind, geothermal, solar, and biomass with regeneration. Reserve Margin An indication of a market’s capacity to meet unusual demand or deal with unforeseen outages/shutdowns of generating capacity. Spark Spread A measure of gross margin per MW (sales price less cost of natural gas). Supercritical Combustion Technology The most advanced coal-combustion technology in Canada employing a supercritical boiler, high-efficiency multi-stage turbine, flue gas desulphurization unit (scrubber), bag house, and low nitrogen oxide burners. Turbine A machine for generating rotary mechanical power from the energy of a stream of fluid (such as water, steam, or hot gas). Turbines convert the kinetic energy of fluids to mechanical energy through the principles of impulse and reaction or a mixture of the two. Turnaround Periodic planned shutdown of a generating unit for major maintenance and repairs. Duration is normally in weeks. The time is measured from unit shutdown to putting the unit back on line. Unplanned Outage The shutdown of a generating unit due to an unanticipated breakdown. Uprate To increase the rated electrical capability of a power generating facility or unit. Value at Risk (VaR) A measure used to manage exposure to market risk from commodity risk management activities. In an effort to be environmentally responsible, please notify your financial institution to avoid duplicate mail ings of this annual report. The TransAlta design and TransAlta wordmark are trademarks of TransAlta Corporation. This report was printed in Canada. The paper, paper mills, and printer are all Forest Stewardship Council certified, which is an international network that promotes environmentally appropriate and socially beneficial management of the world’s forests. Design & Production: One Design Inc. Printing: McAra Printing TransAlta Corporation 110 - 12th Avenue SW Box 1900, Station “M” Calgary, Alberta Canada T2P 2M1 403.267.7110 www.transalta.com