UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549




Form 40-F




£REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES


EXCHANGE ACT OF 1934




OR




SANNUAL REPORT PURSUANT TO SECTION 13(A) OR 15(D) OF THE SECURITIES


EXCHANGE ACT OF 1934




For the fiscal year ended December 31, 2014

Commission File Number 000-53543




Ballard Power Systems Inc.


(Exact name of Registrant as specified in its charter)




Not Applicable


(Translation of Registrant’s name in English (if applicable))




CANADA


(Province or other jurisdiction of incorporation or organization)




3620


(Primary Standard Industrial Classification Code Number (if applicable))




Not applicable


(I.R.S. Employer Identification Number (if applicable))




9000 Glenlyon Parkway


Burnaby, British Columbia V5J 5J8


(604) 454-0900


(Address and telephone number of Registrant’s principal executive offices)




CT Corporation System


111 8th Avenue


New York, New York 10011


(212) 894-8940


(Name, address (including zip code) and telephone number (including area code)


of agent for service in the United States)




Securities registered or to be registered pursuant to Section 12(b) of the Act.










Title of each class

Name of each exchange on which registeredCommon Shares

NASDAQ Global MarketSecurities registered or to be registered pursuant to Section 12(g) of the Act.Not ApplicableSecurities for which there is a reporting obligation pursuant to Section 15(d) of the Act.Not Applicable




For annual reports, indicate by check mark the information filed with this Form:




S Annual information form

S Audited annual financial statements




Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.




132,104,116 Common Shares




Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.




Yes S

No £




Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files.)




Yes £

No £




The Annual Report on Form 40-F shall be incorporated by reference into or as an exhibit to, as applicable, the following Registration Statements of the Registrant filed under the Securities Act of 1933: Form S-8 (File No. 333-156553 and 333-161807); and Form F-10 (File No. 333-195606).




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Documents Incorporated by Reference




The following documents of Ballard Power Systems Inc. (the “Registrant” or the “Company”) are filed as exhibits to this annual report and are incorporated by reference herein:




·
the Registrant’s Annual Information Form for the year ended December 31, 2014;


·
the Registrant’s Audited Consolidated Financial Statements for the years ended December 31, 2014 and 2013; and


·
the Registrant’s Management Discussion and Analysis for the year ended December 31, 2014.




Explanatory Note




The Company is a Canadian issuer eligible to file its annual report pursuant to Section 13 of the United States Exchange Act of 1934, as amended (the “Exchange Act”) on Form 40-F. The Company is a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act. Accordingly, the Company’s equity securities are exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3.




The Company is permitted, under a multi-jurisdictional disclosure system adopted by the United States, to prepare this annual report on Form 40-F in accordance with Canadian disclosure requirements, which are different from those of the United States.




The Company prepares its financial statements in accordance with International Financial Reporting Standards, as issued by the International Financial Accounting Boards, and they may be subject to Canadian auditing and auditor independence standards. Accordingly, the financial statements of the Company incorporated by reference in this report may not be comparable to financial statements of United States companies.




Forward Looking Statements




This report contains forward-looking statements concerning anticipated developments in the operations of the Company in future periods, planned development activities, the adequacy of the Company’s financial resources and other events or conditions that may occur in the future. Forward-looking statements are frequently, but not always, identified by words such as “estimate”, “project”, “believe”, “anticipate”, “intend”, “expect”, “plan”, “predict”, “may”, “should”, “will” and similar expressions, or by statements that events, conditions or results “will,” “may,” “could” or “should” occur or be achieved. Forward-looking statements are statements about the future and are inherently uncertain, and actual achievements of the Company or other future events or conditions may differ materially from those reflected in the forward-looking statements due to a variety of risks, uncertainties and other factors, including, without limitation, those described in the Annual Information Form incorporated by reference in this report.




The Company’s forward-looking statements are based on the beliefs, expectations and opinions of management on the date the statements are made and the Company assumes no obligation to update such forward-looking statements in the future. For the reasons set forth above, investors should not place undue reliance on forward-looking statements.




Disclosure Controls and Procedures




The required disclosure is included in Management’s Discussion and Analysis, which is incorporated herein by reference to Exhibit 99.2.




Management’s Annual Report on Internal Control Over Financial Reporting




The required disclosure is included in Management’s Discussion and Analysis, which is incorporated herein by reference to Exhibit 99.2.  The Registrant’s independent registered public accounting firm, KPMG LLP, independently assessed the effectiveness of the Registrant’s internal control over financial reporting. KPMG LLP’s attestation is located in the Report of Independent Registered Public Accounting Firm, which is incorporated herein by reference to Exhibit 99.1.




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Identification of the Audit Committee and Audit Committee Financial Expert




The Registrant has a separately-designated standing Audit Committee established in accordance with section 3(a)(58)(A) of the Exchange Act. The related required disclosures are included in the Annual Information Form, under the heading “Audit Committee Matters”, which is incorporated herein by reference to Exhibit 99.3.  The Registrant’s Board of Directors has determined that the Audit Committee has at least one member, Ian A. Bourne, who qualifies as an independent audit committee financial expert under applicable securities regulations.




Code of Ethics




The Registrant has adopted a code of ethics that applies to all members of its Board of Directors, as well as its officers and employees. A copy of the code of ethics is posted on the Registrant’s Internet website at www.ballard.com, and is available in print to any person without charge, upon written request to the corporate secretary of the Registrant. The code of ethics was amended in December 2014 to make clerical and administrative changes.  No waivers of the code of ethics have been granted to any principal officer of the Registrant or any person performing similar functions during the year ended December 31, 2014.




Principal Accountant Fees and Services




The required disclosure is included in the Annual Information Form, under the heading “Audit Committee Matters,” which is incorporated herein by reference to Exhibit 99.3




Off-Balance Sheet Arrangements




The required disclosure is included under the heading “Off-Balance Sheet Arrangements & Contractual Obligations” in Management’s Discussion and Analysis, which is incorporated herein by reference to Exhibit 99.2.  The information pertaining to the Registrant’s indemnification arrangements contained in the Annual Information Form, under the heading “Material Contracts”, is also incorporated herein by reference to Exhibit 99.3.




Tabular Disclosure of Contractual Obligations




The required disclosure is included under the heading “Off-Balance Sheet Arrangements & Contractual Obligations” in Management’s Discussion and Analysis, which is incorporated herein by reference to Exhibit 99.2.




NASDAQ Corporate Governance




The Registrant’s common shares are listed on the NASDAQ Global Market (“Nasdaq”). Nasdaq Marketplace Rule 5615(a)(3) permits a foreign private issuer, such as the Registrant, to follow its home country practice in lieu of most of the requirements of the 5600 Series of the Nasdaq Marketplace Rules. For a discussion of the significant differences between our corporate governance practices and those required to be followed by U.S. domestic issuers under Nasdaq’s corporate governance requirements, please refer to our website atwww.ballard.com.




Undertaking




The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the securities registered pursuant to Form 40-F; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.




Consent to Service of Process




The Registrant has previously filed with the Commission an Appointment of Agent for Service of Process and Undertaking on Form F-X.




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SIGNATURES




Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.




Registrant:
Ballard Power Systems Inc.By (Signature and Title)
/s/ Tony GuglielminTony GuglielminVice President and Chief Financial Officer





Date: February 26, 2015




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EXHIBIT LIST






Exhibit
Description99.1
Ballard Power Systems Inc. Consolidated Financial Statements for the years ended December 31, 2014 and 201399.2
Ballard Power Systems Inc. Management’s Discussion and Analysis for the year ended December 31, 201499.3
Annual Information Form for Ballard Power Systems Inc. dated as of February 26, 201599.4
Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 200299.5
Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 200299.6
Consent of KPMG LLP








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