Guarantor
Subsidiaries

Curtis
Palmer

Atlantic
Power

Eliminations

Consolidated
Balance

Assets

Current assets:

Cash and cash equivalents

163.5

—

7.2

—

170.7

Restricted cash

119.8

—

119.8

Accounts receivable

165.9

10.9

2.8

(116.3

)

63.3

Prepayments, supplies, and other current assets

32.2

2.3

0.8

(1.0

)

34.3

Total current assets

481.4

13.2

10.8

(117.3

)

388.1

Property, plant, and equipment, net

1,702.7

172.5

—

(1.3

)

1,873.9

Equity investments in unconsolidated affiliates

3,753.9

—

963.7

(4,313.1

)

404.5

Other intangible assets, net

321.5

149.6

—

471.1

Goodwill

238.1

58.2

—

296.3

Other assets

473.7

—

434.3

(845.2

)

62.8

Total assets

6,971.3

393.5

1,408.8

(5,276.9

)

3,496.7

Liabilities

Current liabilities:

Accounts payable and accrued liabilities

118.6

3.9

83.9

(116.3

)

90.1

Revolving credit facility

—

Current portion of long-term debt

16.7

190.0

—

206.7

Other current liabilities

40.0

—

3.9

(1.0

)

42.9

Total current liabilities

175.3

193.9

87.8

(117.3

)

339.7

Long-term debt

814.1

—

460.0

—

1,274.1

Convertible debentures

—

414.1

—

414.1

Other non-current liabilities

1,184.0

8.5

0.5

(845.2

)

347.8

Total liabilities

2,173.4

202.4

962.4

(962.5

)

2,375.7

Equity

Preferred shares issued by a subsidiary company

232.1

—

(10.8

)

221.3

Common shares

4,323.5

191.1

1,285.8

(4,514.7

)

1,285.7

Accumulated other comprehensive loss

(8.7

)

—

(8.7

)

Retained deficit

(21.3

)

—

(839.4

)

211.1

(649.6

)

Total Atlantic Power Corporation shareholders' equity

4,525.6

191.1

446.4

(4,314.4

)

848.7

Noncontrolling interest

272.3

—

272.3

Total equity

4,797.9

191.1

446.4

(4,314.4

)

1,121.0

Total liabilities and equity

6,971.3

393.5

1,408.8

(5,276.9

)

3,496.7

ATLANTIC POWER CORPORATION

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

Three months ended September 30, 2013

(in millions of U.S. dollars)

	Guarantor Subsidiaries			Curtis Palmer			Atlantic Power			Eliminations			Consolidated Balance

Project revenue:
Total project revenue	$	134.2		$	7.8		$	—		$	(0.2	)	$	141.8

Project expenses:
Fuel		47.2			—			—			—			47.2
Project operations and maintenance		36.8			1.3			—			(0.1	)		38.0
Development		1.4			—			—			—			1.4
Depreciation and amortization		38.4			3.8			—			—			42.2

		123.8			5.1			—			(0.1	)		128.8
Project other income (expense):
Change in fair value of derivative instruments		(3.5	)		—			—			—			(3.5	)
Equity in earnings of unconsolidated affiliates		39.1			—			—			—			39.1
Interest expense, net		(6.3	)		(2.7	)		—			—			(9.0	)
Other		(34.8	)		—			—			—			(34.8	)

		(5.5	)		(2.7	)		—			—			(8.2	)

Project income		4.9			—			—			(0.1	)		4.8
Administrative and other expenses (income):
Administration expense		4.9			—			3.5			—			8.4
Interest, net		18.9			—			8.6			—			27.5
Foreign exchange loss		4.1			—			5.0			—			9.1
Other income		—			—			—			—			—

		27.9			—			17.1			—			45.0

Loss from continuing operations before income taxes		(23.0	)		—			(17.1	)		(0.1	)		(40.2	)
Income tax benefit		—			—			—			—			—

Net loss from continuing operations		(23.0	)		—			(17.1	)		(0.1	)		(40.2	)
Net loss from discontinued operations		(0.4	)		—			—			—			(0.4	)

Net loss		(23.4	)		—			(17.1	)		(0.1	)		(40.6	)
Net income (loss) attributable to noncontrolling interest		(2.5	)		—			—			3.2			0.7

Net loss attributable to Atlantic Power Corporation	$	(20.9	)	$	—		$	(17.1	)	$	(3.3	)	$	(41.3	)

ATLANTIC POWER CORPORATION

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

Nine months ended September 30, 2013

(in millions of U.S. dollars)

	Guarantor Subsidiaries			Curtis Palmer			Atlantic Power			Eliminations			Consolidated Balance

Project revenue:
Total project revenue	$	394.1		$	27.4		$	—		$	(0.5	)	$	421.0

Project expenses:
Fuel		148.8			—			—			—			148.8
Project operations and maintenance		110.0			2.2			0.5			(0.4	)		112.3
Development		4.9			—			—			—			4.9
Depreciation and amortization		114.2			11.5			—			—			125.7

		377.9			13.7			0.5			(0.4	)		391.7
Project other income (expense):
Change in fair value of derivative instruments		33.4			—			—			—			33.4
Equity in earnings of unconsolidated affiliates		55.0			—			—			—			55.0
Interest expense, net		(17.4	)		(8.3	)		—			—			(25.7	)
Other		(35.0	)		—			0.3			—			(34.7	)

		36.0			(8.3	)		0.3			—			28.0

Project income		52.2			5.4			(0.2	)		(0.1	)		57.3
Administrative and other expenses (income):
Administration expense		15.3			—			13.2			—			28.5
Interest, net		57.1			—			21.6			—			78.7
Foreign exchange loss		(3.9	)		—			(9.0	)		—			(12.9	)
Other income		(9.5	)		—			—						(9.5	)

		59.0			—			25.8			—			84.8

Income (loss) from continuing operations before income taxes		(6.8	)		5.4			(26.0	)		(0.1	)		(27.5	)
Income tax benefit		(1.9	)		—			—			—			(1.9	)

Net income (loss) from continuing operations		(4.9	)		5.4			(26.0	)		(0.1	)		(25.6	)
Net loss from discontinued operations		(6.1	)		—			—			—			(6.1	)

Net income (loss)		(11.0	)		5.4			(26.0	)		(0.1	)		(31.7	)
Net income (loss) attributable to noncontrolling interest		(3.3	)		—			—			9.5			6.2

Net income (loss) attributable to Atlantic Power Corporation	$	(7.7	)	$	5.4		$	(26.0	)	$	(9.6	)	$	(37.9	)

Guarantor
Subsidiaries

Curtis Palmer

Atlantic
Power

Eliminations

Consolidated
Balance

Net loss

(23.4

)

—

(17.1

)

(0.1

)

(40.6

)

Other comprehensive income (loss):

Unrealized gain on hedging activities

(0.1

)

—

(0.1

)

Net amount reclassified to earnings

0.2

—

0.2

Net unrealized losses on derivatives

0.1

—

0.1

Foreign currency translation adjustments

10.7

—

10.7

Other comprehensive income, net of tax

10.8

—

10.8

Comprehensive loss

(12.6

)

—

(17.1

)

(0.1

)

(29.8

)

Less: Comprehensive income attributable to noncontrolling interest

0.7

—

0.7

Comprehensive loss attributable to Atlantic Power Corporation

(13.3

)

—

(17.1

)

(0.1

)

(30.5

)

Guarantor
Subsidiaries

Curtis Palmer

Atlantic
Power

Eliminations

Consolidated
Balance

Net income (loss)

(11.0

)

5.4

(26.0

)

(0.1

)

(31.7

)

Other comprehensive income (loss):

Unrealized gain on hedging activities

0.5

—

0.5

Net amount reclassified to earnings

0.6

—

0.6

Net unrealized losses on derivatives

1.1

—

1.1

Foreign currency translation adjustments

(19.3

)

—

(19.3

)

Other comprehensive income, net of tax

(18.2

)

—

(18.2

)

Comprehensive income (loss)

(29.2

)

5.4

(26.0

)

(0.1

)

(49.9

)

Less: Comprehensive income attributable to noncontrolling interest

6.2

—

6.2

Comprehensive income (loss) attributable to Atlantic Power Corporation

(35.4

)

5.4

(26.0

)

(0.1

)

(56.1

)

Guarantor
Subsidiaries

Curtis
Palmer

Atlantic
Power

Eliminations

Consolidated
Balance

Net cash provided by operating activities

69.8

2.4

71.1

—

143.3

Cash flows provided by (used in) investing activities:

Proceeds from treasury grant

103.2

—

103.2

Proceeds for sale of assets

183.0

—

183.0

Cash (paid) received for equity investments

8.5

—

(8.5

)

—

Change in restricted cash

(99.1

)

—

(99.1

)

Biomass development costs

(0.1

)

—

(0.1

)

Construction in progress

(32.2

)

—

(32.2

)

Purchase of property, plant and equipment

(4.8

)

(2.4

)

—

(7.2

)

Net cash provided by (used in) investing activities

158.5

(2.4

)

(8.5

)

—

147.6

Cash flows provided by (used in) financing activities:

Offering costs related to tax equity

(1.0

)

—

(1.0

)

Repayment of project-level debt

(115.3

)

—

(115.3

)

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

42.6

—

1.9

—

44.5

Deferred financing costs

(0.5

)

—

(0.5

)

Dividends paid

(13.9

)

—

(54.2

)

—

(68.1

)

Net cash used in financing activities

(114.3

)

—

(72.3

)

—

(186.6

)

Net increase (decrease) in cash and cash equivalents

114.0

—

(9.7

)

—

104.3

Cash and cash equivalents at beginning of period

49.5

—

16.9

—

66.4

Cash and cash equivalents at end of period

163.5

—

7.2

—

170.7