Guarantor
Subsidiaries

Curtis
Palmer

Atlantic
Power

Eliminations

Consolidated
Balance

Assets

Current assets:

Cash and cash equivalents

195.6

—

195.6

Restricted cash

40.1

—

40.1

Accounts receivable

151.9

23.9

3.0

(107.4

)

71.4

Prepayments, supplies, and other current assets

36.9

1.2

1.4

(1.0

)

38.5

Total current assets

424.5

25.1

4.4

(108.4

)

345.6

Property, plant, and equipment, net

1,761.1

172.5

—

(1.3

)

1,932.3

Equity investments in unconsolidated affiliates

3,706.5

—

973.9

(4,270.0

)

410.4

Other intangible assets, net

331.3

152.3

—

483.6

Goodwill

273.0

58.2

—

331.2

Other assets

521.4

—

437.1

(894.2

)

64.3

Total assets

7,017.8

408.1

1,415.4

(5,273.9

)

3,567.4

Liabilities

Current liabilities:

Accounts payable and accrued liabilities

97.5

18.5

68.7

(107.4

)

77.3

Revolving credit facility

—

Current portion of long-term debt

65.7

—

65.7

Liabilities from discontinued operations

—

Other current liabilities

36.3

—

3.8

(1.0

)

39.1

Total current liabilities

199.5

18.5

72.5

(108.4

)

182.1

Long-term debt

812.0

190.0

460.0

—

1,462.0

Convertible debentures

(0.1

)

—

408.4

—

408.3

Other non-current liabilities

1,184.5

8.5

0.5

(844.6

)

348.9

Total liabilities

2,195.9

217.0

941.4

(953.0

)

2,401.3

Equity

Common shares

4,302.9

191.1

1,285.3

(4,493.9

)

1,285.4

Preferred shares issued by a subsidiary company

248.2

—

(26.9

)

221.3

Accumulated other comprehensive income (loss)

(19.5

)

—

(19.5

)

Retained deficit

14.1

—

(811.3

)

199.9

(597.3

)

Total Atlantic Power Corporation shareholders' equity

4,545.7

191.1

474.0

(4,320.9

)

889.9

Noncontrolling interest

276.2

—

276.2

Total equity

4,821.9

191.1

474.0

(4,320.9

)

1,166.1

Total liabilities and equity

7,017.8

408.1

1,415.4

(5,273.9

)

3,567.4

ATLANTIC POWER CORPORATION

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

Three months ended June 30, 2013

(in millions of U.S. dollars)

	Guarantor Subsidiaries			Curtis Palmer			Atlantic Power			Eliminations			Consolidated Balance

Project revenue:
Total project revenue	$	128.3		$	10.8		$	—		$	(0.1	)	$	139.0

Project expenses:
Fuel		52.0			—			—			—			52.0
Project operations and maintenance		47.6			(0.7	)		0.2			(0.2	)		46.9
Development		1.8			—			—			—			1.8
Depreciation and amortization		38.3			3.9			—			—			42.2

		139.7			3.2			0.2			(0.2	)		142.9
Project other income (expense):
Change in fair value of derivative instruments		24.3			—			—			—			24.3
Equity in earnings of unconsolidated affiliates		8.7			—			—			—			8.7
Interest expense, net		(5.9	)		(2.8	)		—			—			(8.7	)
Other		(5.1	)		—			0.3			—			(4.8	)

		22.0			(2.8	)		0.3			—			19.5

Project income		10.6			4.8			0.1			0.1			15.6
Administrative and other expenses (income):
Administration expense		5.8			—			6.0			—			11.8
Interest, net		18.9			—			6.4			—			25.3
Foreign exchange gain		(5.5	)		—			(9.0	)		—			(14.5	)
Other income		(9.5	)		—			—			—			(9.5	)

		9.7			—			3.4			—			13.1

Income (loss) from continuing operations before income taxes		0.9			4.8			(3.3	)		0.1			2.5
Income tax expense		0.6			—			—			—			0.6

Net income (loss) from continuing operations		0.3			4.8			(3.3	)		0.1			1.9
Net loss from discontinued operations		(0.7	)		—			—			—			(0.7	)

Net income (loss)		(0.4	)		4.8			(3.3	)		0.1			1.2
Net income attributable to noncontrolling interest		1.1			—			—			3.1			4.2

Net income (loss) attributable to Atlantic Power Corporation	$	(1.5	)	$	4.8		$	(3.3	)	$	(3.0	)	$	(3.0	)

Six months ended June 30, 2013

(in millions of U.S. dollars)

	Guarantor Subsidiaries			Curtis Palmer			Atlantic Power			Eliminations			Consolidated Balance

Project revenue:
Total project revenue	$	259.9		$	19.6		$	—		$	(0.3	)	$	279.2

Project expenses:
Fuel		101.6			—			—			—			101.6
Project operations and maintenance		74.1			0.9			0.5			(0.3	)		75.2
Development		3.5			—			—			—			3.5
Depreciation and amortization		75.8			7.7			—			—			83.5

		255.0			8.6			0.5			(0.3	)		263.8
Project other income (expense):
Change in fair value of derivative instruments		36.9			—			—			—			36.9
Equity in earnings of unconsolidated affiliates		15.9			—			—			—			15.9
Interest expense, net		(11.1	)		(5.6	)		—			—			(16.7	)
Other		(5.1	)		—			0.3			—			(4.8	)

		36.6			(5.6	)		0.3			—			31.3

Project income (loss)		41.5			5.4			(0.2	)		—			46.7
Administrative and other expenses (income):
Administration expense		10.4			—			9.7			—			20.1
Interest, net		38.2			—			13.0			—			51.2
Foreign exchange gain		(8.0	)		—			(14.0	)		—			(22.0	)
Other income		(9.5	)		—			—			—			(9.5	)

		31.1			—			8.7			—			39.8

Income (loss) from continuing operations before income taxes		10.4			5.4			(8.9	)		—			6.9
Income tax benefit		(1.9	)		—			—			—			(1.9	)

Net income (loss) from continuing operations		12.3			5.4			(8.9	)		—			8.8
Net income from discontinued operations		0.2			—			—			—			0.2

Net income (loss)		12.5			5.4			(8.9	)		—			9.0
Net income (loss) attributable to noncontrolling interest		(0.8	)		—			—			6.3			5.5

Net income (loss) attributable to Atlantic Power Corporation	$	13.3		$	5.4		$	(8.9	)	$	(6.3	)	$	3.5

Guarantor
Subsidiaries

Curtis Palmer

Atlantic
Power

Eliminations

Consolidated
Balance

Net income (loss)

(0.4

)

4.8

(3.3

)

0.1

1.2

Other comprehensive income (loss):

Unrealized gain on hedging activities

0.6

—

0.6

Net amount reclassified to earnings

0.1

—

0.1

Net unrealized gain on derivatives

0.7

—

0.7

Foreign currency translation adjustments

(18.0

)

—

(18.0

)

Other comprehensive loss, net of tax

(17.3

)

—

(17.3

)

Comprehensive income (loss)

(17.7

)

4.8

(3.3

)

0.1

(16.1

)

Less: Comprehensive income attributable to noncontrolling interest

4.2

—

4.2

Comprehensive income (loss) attributable to Atlantic Power Corporation

(21.9

)

4.8

(3.3

)

0.1

(20.3

)

Guarantor
Subsidiaries

Curtis Palmer

Atlantic
Power

Eliminations

Consolidated
Balance

Net income (loss)

12.5

5.4

(8.9

)

—

9.0

Other comprehensive income (loss):

Unrealized gain on hedging activities

0.6

—

0.6

Net amount reclassified to earnings

0.4

—

0.4

Net unrealized gain on derivatives

1.0

—

1.0

—

Foreign currency translation adjustments

(30.1

)

—

(30.1

)

Other comprehensive loss, net of tax

(29.1

)

—

(29.1

)

Comprehensive income (loss)

(16.6

)

5.4

(8.9

)

—

(20.1

)

Less: Comprehensive income attributable to noncontrolling interest

5.5

—

5.5

Comprehensive income (loss) attributable to Atlantic Power Corporation

(22.1

)

5.4

(8.9

)

—

(25.6

)

Guarantor
Subsidiaries

Curtis
Palmer

Atlantic
Power

Eliminations

Consolidated
Balance

Net cash provided by operating activities

45.6

1.4

49.9

—

96.9

Cash flows provided by (used in) investing activities:

Proceeds from treasury grant

53.7

—

53.7

Proceeds from sale of assets

148.3

—

148.3

Cash (paid) received from equity investment

5.5

—

(5.5

)

—

Change in restricted cash

(19.4

)

—

(19.4

)

Biomass development costs

(0.1

)

—

(0.1

)

Construction in progress

(26.2

)

—

(26.2

)

Purchase of property, plant and equipment

(3.6

)

(1.4

)

—

(5.0

)

Net cash provided by (used in) investing activities

158.2

(1.4

)

(5.5

)

—

151.3

Cash flows provided by (used in) financing activities:

Offering costs related to tax equity

(1.0

)

—

(1.0

)

Repayment of project-level debt

(64.2

)

—

(64.2

)

Proceeds from project-level debt

20.8

—

20.8

Payments for revolving credit facility borrowings

(47.0

)

—

(20.0

)

—

(67.0

)

Equity investment from noncontrolling interest

42.7

—

1.9

—

44.6

Dividends paid

(9.3

)

—

(43.2

)

—

(52.5

)

Net cash provided by (used in) financing activities

(58.0

)

—

(61.3

)

—

(119.3

)

Net increase (decrease) in cash and cash equivalents

145.8

—

(16.9

)

—

128.9

Cash and cash equivalents at beginning of period

49.8

—

16.9

—

66.7

Cash and cash equivalents at end of period

195.6

—

195.6