Obligation TransAltaCorp 6.65% ( US89346DAC11 ) en USD

TransAltaCorp

100 % ⇌

Canada

US89346DAC11 ( en USD )

6.65% par an ( paiement semestriel )

15/05/2018 - Obligation échue

Prospectus brochure de l'obligation TransAlta US89346DAC11 en USD 6.65%, échue

2 000 USD

500 000 000 USD

89346DAC1

BBB- ( Qualité moyenne inférieure )

NR

TransAlta est une société canadienne d'énergie renouvelable et d'énergie propre qui génère, détient et exploite des centrales électriques à partir de sources diverses, notamment l'énergie éolienne, l'hydroélectricité, le gaz naturel et le charbon.

L'Obligation émise par TransAltaCorp ( Canada ) , en USD, avec le code ISIN US89346DAC11, paye un coupon de 6.65% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/05/2018

L'Obligation émise par TransAltaCorp ( Canada ) , en USD, avec le code ISIN US89346DAC11, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par TransAltaCorp ( Canada ) , en USD, avec le code ISIN US89346DAC11, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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SUPPL 1 a2185457zsuppl.htm SUPPL
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Filed pursuant to General Instruction II.L
of Form F-10; File No. 333-137846
PROSPECTUS SUPPLEMENT

(To prospectus dated October 16, 2006)

US$500,000,000
6.650% Senior Notes due 2018
TransAlta Corporation
The notes will bear interest at the rate of 6.650% per annum. Interest on the notes is payable on May 15 and November 15 of each
year, beginning on November 15, 2008. The interest rate payable on the notes will be subject to adjustments from time to time if the
debt ratings assigned to the notes are downgraded (or subsequently upgraded) as discussed under "Description of the Notes--Interest
Rate Adjustment". The notes will mature on May 15, 2018.
We may redeem some or all of the notes at any time at the redemption price described in this prospectus supplement. We will also
have the option to redeem the notes in whole and not in part at 100% of the aggregate principal amount of the notes plus accrued interest
to the date of redemption in the event of certain changes to Canadian withholding tax laws or the enforcement or interpretation thereof.
We will be required to make an offer to repurchase the notes at a price equal to 101% of their principal amount plus accrued and
unpaid interest to the date of repurchase upon the occurrence of a Change of Control Triggering Event (as defined herein). See
"Description of the Notes--Repurchase upon Change of Control Triggering Event."
The notes will be direct unsecured obligations and will rank equally and ratably with all of our other unsubordinated and unsecured
indebtedness.
Our registered office and principal place of business are located at 110 - 12th Avenue S.W., Calgary, Alberta, Canada, T2R 0G7.
Investing in the notes involves risks. See "Risk Factors" in this prospectus supplement beginning on
page S-11 and under the heading "Risk Factors" beginning on page 24 of the accompanying prospectus.
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Per Senior Note
Total

Public Offering Price

99.724%

US$498,620,000
Underwriting Commission

0.650%

US$ 3,250,000
Proceeds to TransAlta (before expenses)

99.074%

US$495,370,000
The public offering price of the notes will also include accrued interest, if any, from May 9, 2008 to the date of delivery.
The notes will not be listed on any securities exchange or quotation system and consequently there is no market through which
these securities may be sold and purchasers may not be able to resell securities purchased under this prospectus supplement.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION (THE "SEC") NOR HAS THE SEC PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
This offering is made by a foreign issuer that is permitted, under a multi-jurisdictional disclosure system adopted by the
United States, to prepare this prospectus supplement and the accompanying prospectus in accordance with the disclosure
requirements of Canada. Prospective investors should be aware that such requirements are different from those of the
United States. Financial statements incorporated herein have been prepared in accordance with Canadian generally accepted
accounting principles and are subject to Canadian auditing and auditor independence standards, and thus may not be
comparable to financial statements of United States companies.
Prospective investors should be aware that the acquisition of the securities described in this prospectus supplement and the
accompanying prospectus may have tax consequences both in the United States and Canada. Such consequences for investors
who are resident in, or citizens of, the United States may not be described fully in this prospectus supplement or the
accompanying prospectus.
The enforcement by investors of civil liabilities under United States federal securities laws may be affected adversely by the
fact that the issuer is incorporated and organized under the laws of Canada, that most of its officers and directors are residents
of Canada, that some of the underwriters or experts named in this prospectus supplement are residents of Canada, and that all
or a substantial portion of the assets of the issuer and said persons are located outside the United States.
The notes will be ready for delivery in book-entry form only through the facilities of The Depositary Trust Company and its direct
and indirect participants on or about May 9, 2008.
Joint Book-Running Managers
Citi

HSBC
Lead Manager
Wachovia Securities
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Co-Managers
CIBC World Markets Greenwich Capital Markets RBC Capital Markets Scotia Capital
May 6, 2008
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IMPORTANT NOTICE ABOUT INFORMATION IN
THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS
This document is in two parts. The first part is this prospectus supplement ("Prospectus Supplement"),
which describes the specific terms of the senior notes we are offering (the "Notes"). The second part, the base
shelf prospectus, gives more general information. The accompanying base shelf prospectus is referred to as the
"Prospectus" in this Prospectus Supplement.
Except as set forth under "The Offering" and "Description of the Notes" in this Prospectus Supplement, or
"Description of Debt Securities" in the Prospectus, and unless the context otherwise requires, all references in
this Prospectus Supplement to "TransAlta", the "Corporation", "we", "us" and "our" mean TransAlta Corporation
and its consolidated subsidiaries including any consolidated partnerships of which the Corporation or any of its
subsidiaries are partners.
If the description of the Notes varies between this Prospectus Supplement and the Prospectus, you
should rely on the information in this Prospectus Supplement.
You should rely on the information contained in or incorporated by reference in this Prospectus
Supplement and contained in the Prospectus. We have not authorized anyone to provide you with different
information. We are not making an offer of the Notes in any jurisdiction where the offer is not permitted.
You should not assume that the information contained in or incorporated by reference in this Prospectus
Supplement or the Prospectus is accurate as of any date other than the date on the front of this Prospectus
Supplement.
In this Prospectus Supplement, all capitalized terms used and not otherwise defined herein have the
meanings provided in the Prospectus. In the Prospectus and this Prospectus Supplement, unless otherwise
specified or the context otherwise requires, all dollar amounts are expressed in Canadian dollars. "U.S. dollars" or
"US$" means the lawful currency of the United States. Unless otherwise indicated, all financial information
included and incorporated by reference in the Prospectus and this Prospectus Supplement is determined using
Canadian generally accepted accounting principles ("Canadian GAAP"). "U.S. GAAP" means generally accepted
accounting principles in the United States. The significant differences between Canadian GAAP and U.S. GAAP
are summarized in the reconciliations to U.S. GAAP of TransAlta's consolidated annual financial statements for
the years ended December 31, 2007 and 2006 and of TransAlta's unaudited consolidated interim financial
statements for the three months ended March 31, 2008 and 2007, which are incorporated by reference in this
Prospectus Supplement, copies of which are available on the System for Electronic Document Analysis and
Retrieval ("SEDAR") at www.sedar.com.
S-2
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TABLE OF CONTENTS
Prospectus Supplement
Page

EXCHANGE RATE INFORMATION

S-4
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

S-4
DOCUMENTS INCORPORATED BY REFERENCE

S-5
THE OFFERING

S-7
THE CORPORATION

S-10
RISK FACTORS

S-11
USE OF PROCEEDS

S-14
CONSOLIDATED CAPITALIZATION

S-15
SELECTED CONSOLIDATED FINANCIAL DATA

S-16
DESCRIPTION OF THE NOTES

S-20
EARNINGS COVERAGE

S-27
CREDIT RATINGS

S-28
CERTAIN INCOME TAX CONSIDERATIONS

S-28
UNDERWRITING

S-31
LEGAL MATTERS

S-33
CONSENT OF ERNST & YOUNG LLP

S-34
Prospectus
ABOUT THIS PROSPECTUS

2
DOCUMENTS INCORPORATED BY REFERENCE

3
CERTAIN AVAILABLE INFORMATION

4
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

4
THE CORPORATION

5
RECENT DEVELOPMENTS

5
USE OF PROCEEDS

5
CHANGES IN CONSOLIDATED CAPITALIZATION

6
INTEREST COVERAGE RATIOS

7
DESCRIPTION OF SHARE CAPITAL

7
DESCRIPTION OF DEBT SECURITIES

10
DESCRIPTION OF WARRANTS

22
CERTAIN INCOME TAX CONSIDERATIONS

23
PLAN OF DISTRIBUTION

24
RISK FACTORS

24
BUSINESS OF THE CORPORATION

30
LEGAL MATTERS

34
DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT

34
ENFORCEMENT OF CIVIL LIABILITIES

34
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EXCHANGE RATE INFORMATION
The following table sets forth certain exchange rates based on the noon buying rate for cable transfers
payable in Canadian dollars as certified for customs purposes by the Federal Reserve Bank of New York
(the "noon buying rate"). These rates are set forth as U.S. dollars per $1.00 and are the inverse of rates quoted by
the Federal Reserve Bank of New York for Canadian dollars per US$1.00. On May 6, 2008, the inverse of the
noon buying rate was US$0.9964 equals $1.00.
Three months ended
Year ended December 31,

March 31,

2008
2007
2007
2006
2005

High for period
US 1.0291 US 0.8673 US 1.0908 US 0.9100 US 0.8690
$
$
$
$
$
Low for period
US 0.9714 US 0.8437 US 0.8437 US 0.8528 US 0.7872
$
$
$
$
$
Rate at end of period
US 0.9732 US 0.8673 US 1.0120 US 0.8582 US 0.8579
$
$
$
$
$
Average rate for the period(1) US 0.9974 US 0.8567 US 0.9419 US 0.8850 US 0.8282
$
$
$
$
$
(1)
The average of the inverse of the noon buying rate on the last day of each month during the applicable
period.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Prospectus Supplement and the Prospectus contain both historical and forward-looking statements
within the meaning of Section 27A of the United States Securities Act of 1933, as amended (the "U.S. Securities
Act"), and Section 21E of the United States Securities Exchange Act of 1934, as amended (the "U.S. Exchange
Act"). These forward-looking statements are not facts, but only predictions and generally can be identified by the
use of statements that include phrases such as "believe," "expect," "anticipate," "intend," "plan," "foresee" or
other words or phrases of similar import. Similarly, statements that describe the Corporation's objectives, plans or
goals also are forward-looking statements. These forward-looking statements are subject to risks and
uncertainties which could cause actual results to differ materially from those currently anticipated. Certain factors
that could materially affect these forward-looking statements are described below and can be found in this
Prospectus Supplement and the Prospectus, including under the heading "Risk Factors" in the Prospectus.
Potential investors and other 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 of this Prospectus Supplement
and the Corporation does not undertake to publicly update these forward-looking statements to reflect new
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information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-
looking events might or might not occur. The Corporation cannot assure you that projected results or events will
be achieved.
Factors that may adversely impact the Corporation's forward looking statements include risks
relating to: (i) fluctuations in market prices and availability of fuel supplies required to generate electricity
and in the price of electricity; (ii) the regulatory and political environments in the jurisdictions in which
the Corporation operates; (iii) environmental requirements and changes in, or liabilities under, these
requirements; (iv) changes in general economic conditions; (v) operational risks involving the
Corporation's facilities, including unplanned outages at such facilities; (vi) disruptions in the transmission
and distribution of electricity; (vii) trading risks; (viii) fluctuations in the value of foreign currencies;
(ix) foreign political risks; (x) need for additional financing; (xi) liquidity risk; (xii) interest rate exposure;
(xiii) counterparty credit risk; (xiv) insurance risk; (xv) income taxes; (xvi) the Corporation's provision for
income taxes; (xvii) legal proceedings involving the Corporation; (xviii) reliance on key personnel;
(xix) labour relations matters; and (xvi) the corporate structure under which the Corporation conducts a
significant portion of its business requires reliance on its
S-4
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subsidiaries. The foregoing risk factors, among others, including risks relating to the nature of the Notes,
are described in further detail under the heading "Risk Factors" in this Prospectus Supplement and under
the heading "Risk Factors" in the Prospectus.
DOCUMENTS INCORPORATED BY REFERENCE
This Prospectus Supplement is deemed to be incorporated by reference into the Prospectus solely for the
purposes of the offering of the Notes. The following documents of the Corporation filed with the Alberta
Securities Commission and with the United States Securities and Exchange Commission ("SEC"), are
specifically incorporated by reference in, and form an integral part of, this Prospectus Supplement provided that
such documents are not incorporated by reference to the extent that their contents are modified or superseded by
a statement contained in this Prospectus Supplement or in any other subsequently filed document that is also
incorporated by reference in this Prospectus Supplement:
(a)
consolidated annual financial statements, and auditors' report thereon, as at December 31, 2007
and 2006 and for the three year period ended December 31, 2007;
(b)
management's discussion and analysis of financial condition and results of operations for the
years ended December 31, 2007 and 2006;
(c)
annual information form for the year ended December 31, 2007;
(d)
management proxy circular dated March 20, 2008 and filed on SEDAR on March 26, 2008
prepared in connection with the Corporation's annual meeting of shareholders held on
April 22, 2008;
(e)
unaudited consolidated interim financial statements for the three months ended March 31, 2008
and 2007;
(f)
management's interim discussion and analysis of the financial condition and results of operations
for the three months ended March 31, 2008 and 2007;
(g)
reconciliation to U.S. GAAP of the consolidated annual financial statements for the years ended
December 31, 2007 and 2006; and
(h)
reconciliation to U.S. GAAP of the unaudited consolidated interim financial statements for the
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three months ended March 31, 2008 and 2007.
Any documents of the type required to be incorporated by reference in a short form prospectus pursuant to
National Instrument 44-101--Short Form Prospectus Distributions ("NI 44-101") of the Canadian Securities
Administrators, including any annual information form, comparative annual financial statements and the auditors'
report thereon, comparative interim financial statements, management's discussion and analysis of financial
condition and results of operations, material change report (other than confidential material change reports),
business acquisition report and information circular, subsequently filed by the Corporation with the Alberta
Securities Commission after the date of this Prospectus Supplement and prior to the termination of the offering of
the Notes shall be deemed to be incorporated by reference into this Prospectus Supplement and the Prospectus.
These documents are available through the internet on SEDAR which can be accessed at www.sedar.com. In
addition, any similar documents filed on Form 6-K or Form 40-F by the Corporation with the SEC after the date
of this Prospectus Supplement and prior to the completion of the offering of the Notes shall be deemed to be
incorporated by reference into this Prospectus Supplement and the Prospectus, unless expressly provided
otherwise in such report. The Corporation's reports on Forms 6-K and 40-F are available on the SEC's website
at www.sec.gov.
Any statement contained in the Prospectus, in this Prospectus Supplement or in a document
incorporated or deemed to be incorporated by reference into the Prospectus for the purpose of the
S-5
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