Management’s Responsibility for Financial Statements

[Pages:55]Management's Responsibility for Financial Statements

The Consolidated Financial Statements and Management's Discussion and Analysis (MD&A) are the responsibility of the management of AltaGas Ltd. (AltaGas or the Corporation) and have been approved by the Board of Directors of the Corporation. The Consolidated Financial Statements have been prepared by management in accordance with United States Generally Accepted Accounting Principles (US GAAP) and include amounts that are based on estimates and judgments. The MD&A is based on the Corporation's financial results. It compares the Corporation's financial and operating performance in 2014 to that in 2013. The MD&A should be read in conjunction with the Consolidated Financial Statements and accompanying notes.

Management is responsible for establishing and maintaining adequate internal controls over financial reporting for the Corporation. Management has designed and maintains a system of internal controls over financial reporting, including a program of internal audits to carry out its responsibility. Management believes these controls provide reasonable assurance that financial records are reliable and form a proper basis for the preparation of financial statements. Management undertakes communication to employees of policies that govern ethical business conduct.

Under the supervision and with the participation of the Chairman and Chief Executive Officer and the Chief Financial Officer, management conducted an evaluation of the effectiveness of internal controls over financial reporting. Management concluded, based on its evaluation, that internal controls over financial reporting are effective as of December 31, 2014, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes.

The MD&A and Consolidated Financial Statements are approved by the Board of Directors after considering the recommendation of the Audit Committee. The Audit Committee of the Board of Directors is composed of directors who are not officers or employees.

The Audit Committee meets with management at least five times a year and meets independently with internal and external auditors and as a group to review any significant accounting, internal controls and auditing matters in accordance with the terms of the Charter of the Audit Committee, which is set out in the Annual Information Form. The Audit Committee's responsibilities include overseeing management's performance in carrying out its financial reporting responsibilities and reviewing the Consolidated Financial Statements and MD&A, before these documents are submitted to the Board of Directors for approval. The internal and independent external auditors have access to the Audit Committee without the requirement to obtain prior management approval.

The Audit Committee approves the terms of engagement of the independent external auditors and reviews the annual audit plan, the Auditors' Report and the results of the audit. It also recommends to the Board of Directors the firm of external auditors to be appointed by the shareholders.

The shareholders have appointed Ernst & Young LLP as independent external auditors to express an opinion as to whether the Consolidated Financial Statements present fairly, in all material respects, the Corporation's consolidated financial position, results of operations and cash flows in accordance with US GAAP. The report of Ernst & Young LLP outlines the scope of its examination and its opinion on the Consolidated Financial Statements.

{signed} David W. Cornhill

{signed} Deborah S. Stein

DAVID W. CORNHILL Chairman and Chief Executive Officer of AltaGas Ltd.

DEBORAH S. STEIN Senior Vice President Finance and Chief Financial Officer of AltaGas Ltd.

AltaGas Ltd. - 2014 1

Independent Auditors' Report

To the Shareholders of AltaGas Ltd.

We have audited the accompanying Consolidated Financial Statements of AltaGas Ltd., which comprise the consolidated balance sheets as at December 31, 2014 and 2013, and the consolidated statements of income, comprehensive income and accumulated other comprehensive income (loss), equity and cash flows for the years then ended, 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 United States Generally Accepted Accounting Principles, 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. 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 auditor considers 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, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes 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 AltaGas Ltd. as at December 31, 2014 and 2013 and the results of its operations and its cash flows for the years then ended in accordance with United States Generally Accepted Accounting Principles.

Calgary, Canada February 25, 2015

{signed} Ernst & Young LLP ERNST & YOUNG LLP Chartered Accountants

AltaGas Ltd. - 2014 2

Consolidated Balance Sheets

As at ($ millions)

December 31 December 31

2014

2013

ASSETS Current assets

Cash and cash equivalents Short-term investment Accounts receivable (note 18) Inventory (note 6) Restricted cash holdings from customers Regulatory assets (note 17) Risk management assets (note 18) Prepaid expenses and other current assets Deferred income taxes (note 16)

Property, plant and equipment (note 7) Intangible assets (note 9) Goodwill (note 10) Regulatory assets (note 17) Risk management assets (note 18) Deferred income taxes (note 16) Restricted cash holdings from customers Long-term investments and other assets (notes 11 and 18) Investments accounted for by equity method (note 12)

371.0 50.0

352.4 155.3

4.2 12.8 70.8 41.9

1,058.4 5,337.0

356.9 785.1 302.0

21.1 2.2

12.2 84.6 453.9 8,413.4

44.8 -

371.2 123.4

2.7 6.0 35.0 33.2 5.0 621.3 4,952.5 195.3 743.1 241.2 12.3 0.8 12.8 25.9 479.1 7,284.3

LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities

Accounts payable and accrued liabilities (note 18) Dividends payable Short-term debt (note 13) Current portion of long-term debt (notes 14 and 18) Customer deposits Regulatory liabilities (note 17) Risk management liabilities (note 18) Deferred income taxes (note 16) Other current liabilities (note 19)

Long-term debt (notes 14 and 18) Asset retirement obligations (note 15) Deferred income taxes (note 16) Regulatory liabilities (note 17) Risk management liabilities (note 18) Other long-term liabilities (notes 18 and 19 ) Future employee obligations (note 23)

343.6 19.8 72.4

214.4 34.9 10.0 43.5 2.1 24.4

765.1 3,049.6

70.9 467.2 136.0

14.7 204.5 131.2 4,839.2

321.8 15.6 84.4

209.1 35.0 1.8 44.7 0.5 14.5

727.4 2,952.7

76.1 442.8 124.3

7.1 52.6 71.8 4,454.8

AltaGas Ltd. - 2014 3

As at ($ millions) Shareholders' equity

Common shares, no par value; unlimited shares authorized; 133.9 million issued and outstanding (note 20)

Preferred shares Series A cumulative redeemable five-year; par value $25; authorized 8 million; 8 million issued and outstanding (note 20)

Preferred shares Series C cumulative redeemable five-year; par value US$25; authorized 8 million; 8 million issued and outstanding (note 20)

Preferred shares Series E cumulative redeemable five-year; par value $25; authorized 8 million; 8 million issued and outstanding (note 20)

Preferred shares Series G cumulative redeemable five-year; par value $25; authorized 8 million; 8 million issued and outstanding (note 20)

Contributed surplus Accumulated deficit Accumulated other comprehensive income Total shareholders' equity Non-controlling interests Total equity

December 31 2014

2,759.9

195.9

200.6

195.8

196.1 14.9

(185.2) 163.1 3,541.1

33.1 3,574.2 8,413.4

December 31 2013

2,211.4

194.1

200.6

194.9

13.4 (62.1) 39.4 2,791.7 37.8 2,829.5 7,284.3

Commitments and guarantees (note 22) See accompanying notes to the Consolidated Financial Statements.

Approved by the Board of Directors of AltaGas Ltd.

DAVID W. CORNHILL Director

ROBERT B. HODGINS Director

AltaGas Ltd. - 2014 4

Consolidated Statements of Income

For the years ended December 31 ($ millions except per share amounts)

REVENUE Sales Services Regulated operations Other loss Unrealized gain (loss) on risk management contracts (note 18)

EXPENSES Cost of sales, exclusive of items shown separately Operating and administrative Accretion of obligations (notes 15 and 19) Depreciation, depletion and amortization (notes 7 and 9) Provision on long-lived assets (note 4)

Income from equity investments (note 12) Other income (expenses) (notes 5 and 11) Foreign exchange loss Interest expense

Short-term debt Long-term debt Income before income taxes Income tax expense (note 16) Current Deferred Net income after taxes Net income applicable to non-controlling interests Net income applicable to controlling interests Preferred share dividends Net income applicable to common shares

Net income per common share (note 21) Basic Diluted

Weighted average number of common shares outstanding (notes 22 and 23) Basic Diluted

See accompanying notes to the Consolidated Financial Statements.

2014

2013

845.3 489.1 1,069.1

(2.3) 4.7 2,405.9

747.5 416.9 888.9

(1.1) (9.2) 2,043.0

1,450.9 450.6 6.9 173.4 119.1

2,200.9

38.6 25.4 (0.4)

1.4 110.0 157.2

14.0 5.0

138.2 8.1

130.1 34.5 95.6

1,236.2 430.5 3.7 152.5 22.6

1,845.5

112.2 41.2 (0.3)

2.3 99.8 248.5

19.8 20.3 208.4

7.3 201.1

19.6 181.5

0.75

1.56

0.74

1.52

126.7 128.6

116.1 119.5

AltaGas Ltd. - 2014 5

Consolidated Statements of Comprehensive Income

For the years ended December 31 ($ millions)

2014

Net income after taxes Total other comprehensive income (net of taxes) Comprehensive income attributable to common shareholders and non-controlling

interests (net of tax)

138.2 123.7

261.9

Comprehensive income attributable to: Non-controlling interests Controlling interests

8.1 253.8 261.9

2013

208.4 54.8

263.2

7.3 255.9 263.2

Consolidated Accumulated Other Comprehensive Income (Loss) (1)

($ millions) Opening balance, January 1, 2014 Other comprehensive income (loss)

before reclassification Amounts reclassified from other

comprehensive income (note 3)

Net current period other comprehensive income (loss)

Ending balance, December 31, 2014

(2) (3) (4) (5)

Available- Cash flow

for-sale hedges

(3.0)

(10.4)

(10.5)

23.7

1.5

-

(9.0)

23.7

(12.0)

13.3

Defined

benefit

Translation

pension Hedge net foreign

plans investments operations

(5.7)

(35.9)

94.4

(4.2)

(35.0)

147.9

0.3 (3.9)

(35.0)

147.9

(9.6)

(70.9)

242.3

Total 39.4 121.9

1.8 123.7 163.1

Opening balance, January 1, 2013 Other comprehensive income (loss)

before reclassification Amounts reclassified from other

comprehensive income (note 3)

Net current period other comprehensive income (loss)

Ending balance, December 31, 2013

(2) (3) (4) (5)

(5.8) (0.9) 3.7 2.8 (3.0)

(1.0) (10.1)

0.7 (9.4) (10.4)

(10.2) 3.9 0.6 4.5 (5.7)

(2.2) (33.7)

(33.7) (35.9)

(1) All amounts are net of tax where applicable. Amounts in parenthesis indicate debits. (2) Available-for-sale - net of tax recovery $1.7 million (December 31, 2013 - tax recovery $0.4 million). (3) Cash flow hedges - net of tax expense $4.6 million (December 31, 2013 - $3.4 million). (4) Defined benefit pension plans - net of tax recovery $3.3 million (December 31, 2013 - tax recovery $1.0 million). (5) Hedge net investment - net of tax recovery $10.2 million (December 31, 2013 - tax recovery $5.2 million).

3.8 90.6

90.6 94.4

(15.4) 49.8

5.0 54.8 39.4

See accompanying notes to the Consolidated Financial Statements.

AltaGas Ltd. - 2014 6

Consolidated Statements of Equity

For the years ended December 31 ($ millions) Common shares (note 20) Balance, beginning of year Shares issued for cash on exercise of options Shares issued under DRIP (1) Shares issued on private issuance Deferred taxes on share issuance costs Shares issued on public offering Balance, end of year Preferred shares (note 20) Balance, beginning of year Series A deferred taxes on share issuance costs Series E issued and share issuance costs, net of taxes Series G issued and share issuance costs, net of taxes Balance, end of year Contributed surplus Balance, beginning of year Share options expense Exercise of share options Forfeiture of share options Balance, end of year Accumulated deficit Balance, beginning of year Net income applicable to controlling interests Reclassification of taxes on share issuance costs Common share dividends Preferred share dividends Balance, end of year Accumulated other comprehensive income (loss) Balance, beginning of year Other comprehensive income Balance, end of year Total shareholders' equity Non-controlling interests Balance, beginning of year Net income applicable to non-controlling interests Distribution by subsidiaries to non-controlling interests Balance, end of year Total equity

(1) Dividend Reinvestment and Optional Share Purchase Plan.

2014

2,211.4 24.9 70.2 4.2

449.2 2,759.9

589.6 1.8 0.9

196.1 788.4

13.4 3.7 (2.1) (0.1)

14.9

(62.1) 130.1

(4.2) (214.5)

(34.5) (185.2)

39.4 123.7 163.1 3,541.1

37.8 8.1

(12.8) 33.1 3,574.2

See accompanying notes to the Consolidated Financial Statements.

2013

1,639.9 18.9 60.3

100.0 -

392.3 2,211.4

394.7 -

194.9 -

589.6

10.6 4.6 (1.4) (0.4)

13.4

(70.0) 201.1

(173.6)

(19.6) (62.1)

(15.4) 54.8 39.4 2,791.7

40.0 7.3 (9.5)

37.8 2,829.5

AltaGas Ltd. - 2014 7

Consolidated Statements of Cash Flows

For the years ended December 31 ($ millions)

Cash from operations Net income after taxes Items not involving cash:

Depreciation, depletion and amortization Provision on long-lived assets Accretion of obligations Share-based compensation Deferred income tax expense Gain on sale of assets Income from equity investments Unrealized (gain)/loss on risk management contracts Realized/unrealized losses on long-term investments Losses from extinguishment of debts Other Asset retirement obligations settled Distributions from equity investments Changes in operating assets and liabilities: Accounts receivable Inventory Prepaid expenses and other current assets Regulatory assets (current) Accounts payable and accrued liabilities Customer deposits Regulatory liabilities (current) Other current liabilities Other operating assets and liabilities

Investing activities Change in restricted cash holdings from customers Acquisition of property, plant and equipment Acquisition of intangible assets Proceeds from dispositions of assets Contributions to equity investments Business acquisitions, net of cash acquired Acquisition of short-term investments Acquisition of equity investment Acquisition of long-term investments

2014

2013

138.2

208.4

173.4 119.1

6.9 3.7 5.0 (38.1) (38.6) (4.7) 1.6 16.6 1.9 (2.4) 86.0

152.5 22.6 3.7 4.2 20.3 (41.5)

(112.2) 9.2 5.4 5.3 (1.9)

122.4

29.0 (21.0)

(9.3) (5.9) (11.5) (2.3) 7.7 (1.1) 3.5 457.7

28.0 (18.8)

(9.0) (1.5) (48.6) (8.3) (0.4) 2.7 23.7 366.2

(1.3) (519.9)

(28.7) 64.5 (7.7)

(50.0)

5.0 (53.0) (591.1)

6.1 (501.1)

(46.5) 51.0 (6.8) (536.8)

(230.5)

(1,264.6)

AltaGas Ltd. - 2014 8

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