CONDENSED CONSOLIDATING BALANCE SHEET

December 31, 2012

(in thousands of U.S. dollars)

	Guarantor Subsidiaries		Curtis Palmer		APC			Eliminations			Consolidated Balance

Assets
Current assets:
Cash and cash equivalents	$	43,221	$	—	$	16,970		$	—		$	60,191
Restricted cash		28,618		—		—			—			28,618
Accounts receivable		138,836		35,774		919			(116,998	)		58,531
Prepayments, supplies, and other		53,368		1,285		9,337			(1,000	)		62,990
Asset held for sale		351,379		—		—			—			351,379

Total current assets		615,422		37,059		27,226			(117,998	)		561,709
Property, plant, and equipment, net		1,883,627		173,100		—			(1,217	)		2,055,510
Equity investments in unconsolidated affiliates		5,109,285		—		1,012,020			(5,692,615	)		428,690
Other intangible assets, net		367,073		157,810		—			—			524,883
Goodwill		276,440		58,228		—			—			334,668
Other assets		499,659		—		440,106			(842,573	)		97,192

Total assets	$	8,751,506	$	426,197	$	1,479,352		$	(6,654,403	)	$	4,002,652

Liabilities
Current Liabilities:
Accounts payable and accrued liabilities	$	169,730	$	13,690	$	44,002		$	(116,998	)	$	110,424
Revolving credit facility		47,000		—		20,000			—			67,000
Current portion of long-term debt		121,203		—		—			—			121,203
Liabilities held for sale		189,038		—		—			—			189,038
Other current liabilities		37,302		—		11,505			(1,000	)		47,807

Total current liabilities		564,273		13,690		75,507			(117,998	)		535,472
Long-term debt		809,138		190,000		460,000			—			1,459,138
Convertible debentures		—		—		424,246			—			424,246
Other non-current liabilities		1,230,747		8,324		973			(842,573	)		397,471
Equity
Preferred shares issued by a subsidiary company		221,304		—		—			—			221,304
Common Stock		5,103,843		214,183		1,285,487			(5,318,026	)		1,285,487
Accumulated other comprehensive income		9,383		—		—			—			9,383
Retained earnings (deficit)		577,438		—		(766,861	)		(375,806	)		(565,229	)

Total Atlantic Power Corporation shareholders' equity		5,911,968		214,183		518,626			(5,693,832	)		950,945

Noncontrolling interests		235,380		—		—			—			235,380

Total equity		6,147,348		214,183		518,626			(5,693,832	)		1,186,325

Total liabilities and equity	$	8,751,506	$	426,197	$	1,479,352		$	(6,654,403	)	$	4,002,652

December 31, 2011

(in thousands of U.S. dollars)

	Guarantor Subsidiaries			Curtis Palmer			APC			Eliminations			Consolidated Balance

Assets
Current assets:
Cash and cash equivalents	$	58,370		$	(15	)	$	2,296		$	—		$	60,651
Restricted cash		21,412			—			—			—			21,412
Accounts receivable		93,855			13,637			12,088			(40,572	)		79,008
Prepayments, supplies, and other		30,967			1,225			7,504			—			39,696

Total current assets		204,604			14,847			21,888			(40,572	)		200,767
Property, plant, and equipment, net		1,213,080			176,017			—			(843	)		1,388,254
Transmission system rights		180,282			—			—			—			180,282
Equity investments in unconsolidated affiliates		5,109,196			—			870,279			(5,505,124	)		474,351
Other intangible assets, net		415,454			168,820			—			—			584,274
Goodwill		285,358			58,228			—			—			343,586
Other assets		478,600			—			439,548			(841,235	)		76,913

Total assets	$	7,886,574		$	417,912		$	1,331,715		$	(6,387,774	)	$	3,248,427

Liabilities
Current Liabilities:
Accounts payable and accrued liabilities	$	97,129		$	7,241		$	16,500		$	(40,572	)	$	80,298
Revolving credit facility		8,000			—			50,000			—			58,000
Current portion of long-term debt		20,958			—			—			—			20,958
Other current liabilities		20,793			—			12,405			—			33,198

Total current liabilities		146,880			7,241			78,905			(40,572	)		192,454
Long-term debt		754,900			190,000			460,000			—			1,404,900
Convertible debentures		—			—			189,563			—			189,563
Other non-current liabilities		1,177,994			8,072			898			(841,235	)		345,729
Equity
Preferred shares issued by a subsidiary company		221,304			—			—			—			221,304
Common Stock		5,156,644			208,991			1,217,265			(5,365,635	)		1,217,265
Accumulated other comprehensive loss		(5,193	)		—			—			—			(5,193	)
Retained earnings (deficit)		431,018			3,608			(614,916	)		(140,332	)		(320,622	)

Total Atlantic Power Corporation shareholders' equity		5,803,773			212,599			602,349			(5,505,967	)		1,112,754

Noncontrolling interests		3,027			—			—			—			3,027

Total equity		5,806,800			212,599			602,349			(5,505,967	)		1,115,781

Total liabilities and equity	$	7,886,574		$	417,912		$	1,331,715		$	(6,387,774	)	$	3,248,427

Guarantor
Subsidiaries

Curtis Palmer

APC

Eliminations

Consolidated
Balance

Project revenue:

Energy sales

182,854

34,184

—

217,038

Energy capacity revenue

154,851

—

154,851

Transmission services

—

Other

69,084

—

(596

)

68,488

406,789

34,184

—

(596

)

440,377

Project expenses:

Fuel

169,093

—

169,093

Project operations and maintenance

119,220

6,139

(206

)

(394

)

124,759

Depreciation and amortization

102,744

15,287

—

118,031

391,057

21,426

(206

)

(394

)

411,883

Project other income (expense):

Change in fair value of derivative instruments

(59,272

)

—

(59,272

)

Equity in earnings of unconsolidated affiliates

15,824

—

15,824

Interest expense, net

(5,217

)

(11,215

)

—

(16,438

)

Other income, net

(556

)

—

(516

)

(49,221

)

(11,175

)

—

(60,402

)

Project income (loss)

(33,489

)

1,583

200

(202

)

(31,908

)

Administrative and other expenses (income):

Administration expense

17,590

—

10,677

—

28,267

Interest, net

79,740

—

9,955

173

89,868

Foreign exchange loss

1,185

—

(638

)

—

547

Other income

(6,045

)

—

317

—

(5,728

)

92,470

—

20,311

173

112,954

Income (loss) from continuing operations before income taxes

(125,959

)

1,583

(20,111

)

(375

)

(144,862

)

Income tax expense (benefit)

(28,084

)

—

(28,083

)

Net income (loss) from continuing operations

(97,875

)

1,583

(20,112

)

(375

)

(116,779

)

Net income from discontinued operations, net of tax

16,459

—

16,459

Net income (loss)

(81,416

)

1,583

(20,112

)

(375

)

(100,320

)

Net loss attributable to noncontrolling interests

(593

)

—

(593

)

Net income attributable to preferred share dividends of a subsidiary company

13,049

—

13,049

Net income (loss) attributable to Atlantic Power Corporation

(93,872

)

1,583

(20,112

)

(375

)

(112,776

)

Guarantor
Subsidiaries

Curtis Palmer

APC

Eliminations

Consolidated
Balance

Project revenue:

Energy sales

34,581

9,009

—

43,590

Energy capacity revenue

34,009

—

34,009

Other

16,731

—

(435

)

16,296

85,321

9,009

—

(435

)

93,895

Project expenses:

Fuel

37,471

—

37,471

Project operations and maintenance

21,225

851

922

(275

)

22,723

Depreciation and amortization

21,043

2,639

—

23,682

79,739

3,490

922

(275

)

83,876

Project other income (expense):

Change in fair value of derivative instruments

(14,594

)

—

(14,594

)

Equity in earnings of unconsolidated affiliates

5,989

—

367

6,356

Interest expense, net

(3,885

)

(1,911

)

128

(1,576

)

(7,244

)

Other income, net

—

(12,470

)

(1,911

)

128

(1,209

)

(15,462

)

Project income (loss)

(6,888

)

3,608

(794

)

(1,369

)

(5,443

)

Administrative and other expenses (income):

Administration expense

12,216

—

25,472

—

37,688

Interest, net

67,621

—

(41,668

)

—

25,953

Foreign exchange loss

4,057

—

9,781

—

13,838

83,894

—

(6,415

)

—

77,479

Income (loss) from continuing operations before income taxes

(90,782

)

3,608

5,621

(1,369

)

(82,922

)

Income tax expense (benefit)

(11,346

)

—

242

—

(11,104

)

Net income (loss) from continuing operations

(79,436

)

3,608

5,379

(1,369

)

(71,818

)

Income from discontinued operations

36,177

—

36,177

Net income (loss)

(43,259

)

3,608

5,379

(1,369

)

(35,641

)

Net loss attributable to noncontrolling interest

(480

)

—

(480

)

Net income attributable to Preferred share dividends of a subsidiary company

3,247

—

3,247

Net income (loss) attributable to Atlantic Power Corporation

(46,026

)

3,608

5,379

(1,369

)

(38,408

)

Guarantor
Subsidiaries

Curtis Palmer

APC

Eliminations

Consolidated
Balance

Cash flows from operating activities:

Net cash provided by (used in) operating activities:

(9,924

)

1,123

175,879

—

167,078

Cash flows (used in) provided by investing activities:

Acquisitions and investments, net of cash acquired

206,535

—

(287,031

)

—

(80,496

)

Proceeds from sale of equity investments

27,925

—

27,925

Construction in progress

(456,205

)

—

(456,205

)

Change in restricted cash

(11,589

)

—

(11,589

)

Biomass development costs

(480

)

—

(480

)

Purchase of property, plant and equipment

(1,794

)

(1,108

)

—

(2,902

)

Net cash (used in) provided by investing activities

(235,608

)

(1,108

)

(287,031

)

—

(523,747

)

Cash flows (used in) provided by financing activities:

Proceeds from issuance of convertible debentures

—

230,640

Net proceeds from issuance of equity

(1,398

)

—

67,692

—

66,294

Repayment of long-term debt

(284,783

)

—

(284,783

)

Deferred financing costs

(19,744

)

—

(11,473

)

—

(31,217

)

Proceeds from project-level debt

291,865

—

291,865

Payments for revolving credit facilities

(30,800

)

—

(30,000

)

—

(60,800

)

Proceeds from revolving credit facility borrowings

69,800

—

69,800

Equity investment from noncontrolling interest

225,000

—

225,000

Dividends paid

(13,084

)

—

(131,033

)

—

(144,117

)

Net cash provided by (used in) financing activities

236,856

—

125,826

—

362,682

Net (decrease) increase in cash and cash equivalents

(8,676

)

14,674

—

6,013

Less cash at discontinued operations

(6,473

)

—

(6,473

)

Cash and cash equivalents at beginning of period

58,370

(15

)

2,296

—

60,651

Cash and cash equivalents at end of period

43,221

—

16,970

—

60,191

Guarantor
Subsidiaries

Curtis Palmer

APC

Eliminations

Consolidated
Balance

Cash flows from operating activities:

Net cash provided by (used in) operating activities:

20,963

34,927

—

55,935

Cash flows (used in) provided by investing activities:

Acquisitions and investments, net of cash acquired

12,143

—

(603,726

)

—

(591,583

)

Short-term loan to Idaho Wind

21,465

—

1,316

—

22,781

Proceeds from sale of assets

8,500

—

8,500

Change in restricted cash

(5,668

)

—

(5,668

)

Biomass development costs

(931

)

—

(931

)

Construction in progress

(113,072

)

—

(113,072

)

Purchase of property, plant and equipment

(1,975

)

(60

)

—

(2,035

)

Net cash (used in) provided by investing activities

(79,538

)

(60

)

(602,410

)

—

(682,008

)

Cash flows (used in) provided by financing activities:

Proceeds from issuance of long-term debt

—

460,000

—

460,000

Net proceeds from issuance of equity

—

155,424

—

155,424

Repayment of long-term debt

(21,589

)

—

(21,589

)

Deferred financing costs

—

(26,373

)

—

(26,373

)

Proceeds from project-level debt

100,794

—

100,794

Proceeds from revolving credit facility borrowings

8,000

—

50,000

—

58,000

Dividends paid

(3,247

)

—

(81,782

)

—

(85,029

)

Net cash provided by (used in) financing activities

83,958

—

557,269

—

641,227

Net (decrease) increase in cash and cash equivalents

25,383

(15

)

(10,214

)

—

15,154

Cash and cash equivalents at beginning of period

32,987

—

12,510

—

45,497

Cash and cash equivalents at end of period

58,370

(15

)

2,296

—

60,651

Year ended December 31, 2012

Guarantor
Subsidiaries

Curtis Palmer

APC

Eliminations

Consolidated
Balance

Net income (loss)

(81,416

)

1,583

(20,112

)

(375

)

(100,320

)

Other comprehensive income (loss):

Unrealized loss on hedging activities

(949

)

—

(949

)

Net amount reclassified to earnings

888

—

888

Net unrealized losses on derivatives

(61

)

—

(61

)

—

Defined benefit plan, net of tax

(1,263

)

—

(1,263

)

Foreign currency translation adjustments

15,900

—

15,900

Other comprehensive income, net of tax

14,576

—

14,576

Comprehensive income (loss)

(66,840

)

1,583

(20,112

)

(375

)

(85,744

)

Less: Comprehensive (income) loss attributable to noncontrolling interests

12,456

—

12,456

Comprehensive income (loss) attributable to Atlantic Power Corporation

(79,296

)

1,583

(20,112

)

(375

)

(98,200

)

Year ended December 31, 2011

Guarantor
Subsidiaries

Curtis Palmer

APC

Eliminations

Consolidated
Balance

Net income (loss)

(43,259

)

3,608

5,379

(1,369

)

(35,641

)

Other comprehensive income (loss):

Unrealized loss on hedging activities

(2,647

)

—

(2,647

)

Net amount reclassified to earnings

1,009

—

1,009

Net unrealized losses on derivatives

(1,638

)

—

(1,638

)

Defined benefit plan, net of tax

(489

)

—

(489

)

Foreign currency translation adjustments

(3,321

)

—

(3,321

)

Other comprehensive income, net of tax

(5,448

)

—

(5,448

)

Comprehensive income (loss)

(48,707

)

3,608

5,379

(1,369

)

(41,089

)

Less: Comprehensive (income) loss attributable to noncontrolling interests

2,767

—

2,767

Comprehensive income (loss) attributable to Atlantic Power Corporation

(51,474

)

3,608

5,379

(1,369

)

(43,856

)