Atlantic Power Corporation Releases Third Quarter 2012 Results and Announces $225 million in Tax Equity Commitments for Canadian

Atlantic Power Corporation Releases Third Quarter 2012 Results and Announces 
$225 million in Tax Equity Commitments for Canadian Hills Wind 
BOSTON, Nov. 5, 2012 /CNW/ - Atlantic Power Corporation (NYSE: AT) (TSX: ATP) 
("Atlantic Power" or the "Company") today released its results for the three 
and nine month periods ended September 30, 2012, and announced $225 million in 
tax equity commitments were executed for its Canadian Hills Wind project. 
All amounts are in U.S. dollars unless otherwise indicated. Cash Available for 
Distribution, Payout Ratio, and Project Adjusted EBITDA are not recognized 
measures under generally accepted accounting principles in the United States 
("GAAP") and do not have standardized meanings prescribed by GAAP; therefore, 
these measures may not be comparable to similar measures presented by other 
companies. Please see "Regulation G Disclosures" attached to this news release 
for an explanation and GAAP reconciliation of "Cash Available for 
Distribution", "Payout Ratio" and "Project Adjusted EBITDA" as used in this 
news release. 
Highlights 


    --  Cash flows from operating activities for the three months ended
        September 30, 2012 increased by $13.1 million, or 61%, from the
        comparable period in 2011, primarily due to the increased cash
        flows from the 18 projects of Atlantic Power Limited
        Partnership (the "Partnership"), following Atlantic Power's
        acquisition of the Partnership one year ago
    --  Project Adjusted EBITDA for the three months ended September
        30, 2012 increased by $43.3 million, or 128%, from the
        comparable period in 2011, primarily due to the increased
        Project Adjusted EBITDA from the 18 Partnership projects
    --  Canadian Hills Wind is progressing on schedule and within
        budget to achieve its Commercial Operation Date ("COD") in
        December and firm commitments were executed with four investors
        for $225 million of tax equity
    --  Piedmont Green Power remains within budget and on track to
        achieve its COD in December
    --  The Company completed the sale of its 50% ownership interest in
        the Badger Creek project and has placed its interests in three
        additional non-core assets in the market for sale: Gregory,
        Delta Person and Path 15

"We are pleased to report another solid quarter of operating results, as well 
as the commitment of $225 million from tax equity investors for our Canadian 
Hills Wind project, which is on budget and on schedule to achieve COD by the 
end of the year," said Barry Welch, President and CEO of Atlantic Power.  
"Turbine completions at Canadian Hills have advanced to the point that we 
expect power sales under one of the project's five power purchase agreements 
will commence this week.  In addition, our Piedmont Green Power biomass 
project is in its testing phase and has synchronized with the grid.  Piedmont 
is also expected to achieve COD by the end of the year and is within budget 
and on schedule."

Operating Performance Cash flows from operating activities increased by $13.1 
million, or 61% to $34.7 million for the quarter ended September 30, 2012, 
compared to $21.6 million for the same period in 2011.  Cash flows from 
operating activities increased by $57.8 million, or 87%, to $124.1 million for 
the nine months ended September 30, 2012, compared to $66.3 million for the 
same period in 2011.  These increases over the prior year periods are 
primarily due to contributions from the 18 Partnership projects.

Project income increased by $35.8 million, or 164%, to $38.0 million for the 
quarter ended September 30, 2012, compared to $2.2 million for the same period 
in 2011.  Project income decreased by $2.5 million, or 10%, to $23.7 million 
for the nine months ended September 30, 2012, compared to $26.2 million for 
the same period in 2011.  Project income can fluctuate significantly due to 
impacts from the non-cash mark-to-market fair value of derivatives.

Project Adjusted EBITDA, including earnings from equity investments, increased 
by $43.3 million, or 128%, to $77.2 million for the quarter ended September 
30, 2012, compared to $33.9 million for the same period in 2011.  Project 
Adjusted EBITDA, including earnings from equity investments, increased by 
$132.9 million, or 134%, to $231.8 million for the nine months ended September 
30, 2012, compared to $98.9 million for the same period in 2011.  These 
increases over the prior year periods are primarily due to contributions from 
the 18 Partnership projects.

Project Adjusted EBITDA for the three and nine months ended September 30, 2012 
does not include Project Adjusted EBITDA for Path 15, as the project is being 
held for sale.  The results for Path 15 have been separated out of the 
Consolidated Statements of Operations as "Income from discontinued 
operations."  Project Adjusted EBITDA for Path 15 for the three and nine 
months ended September 30, 2012 was $6.7 million and $17.3 million, 
respectively.

Cash Available for Distribution and Payout Ratio For the three and nine months 
ended September 30, 2012, cash flows from operating activities increased by 
$13.1 million and $57.8 million, respectively, compared to the same periods in 
2011.  For the three and nine months ended September 30, 2012, Cash Available 
for Distribution increased by $1.3 million and $39.5 million, respectively, 
compared to the same periods in 2011.

For the three months ended September 30, 2012, the Payout Ratio associated 
with the dividend was 120%, compared to 70% in the comparable prior year 
period.  The Payout Ratio for the quarter was negatively impacted by the 
timing of the payment of $26 million in receivables from two offtakers at the 
Company's projects.  Payment of these receivables did not occur until the 
first week of October, resulting in a reduction of working capital for the 
third quarter.

For the nine months ended September 30, 2012, the Payout Ratio associated with 
the dividend was 98% compared to 93% in the comparable prior year period.  The 
Payout Ratio for the nine months ended September 30, 2012 was positively 
impacted by the termination of a management services contract in connection 
with the sale of the Company's interest in Primary Energy Recycling Holdings, 
LLC ("PERH"), and reduction in the Company's combined foreign currency forward 
positions achieved following the acquisition of the Partnership.  These 
positive factors were offset by increased interest payments and preferred 
share dividends associated with debt and preferred shares assumed as part of 
the acquisition of the Partnership and $130 million of convertible debentures 
issued by the Company in July 2012 for its Canadian Hills acquisition, and by 
timing of the payment of $26 million in receivables from two offtakers at the 
Company's projects.  Payment of these receivables did not occur until the 
first week of October, resulting in a reduction of working capital for the 
nine months ended September 30, 2012.

Due to the timing of working capital adjustments, and cash payments associated 
with interest on Atlantic Power's corporate level debt, the Company's Payout 
Ratio will fluctuate from quarter to quarter.

For further information, attached to this news release, are the calculation of 
Cash Available for Distribution (in both US$ and Cdn$), Payout Ratio, a 
summary of Project Adjusted EBITDA by segment for the three and nine month 
periods ended September 30, 2012 and 2011 and a summary of Project Adjusted 
EBITDA for selected projects for the three and nine months ended September 30, 
2012.

Construction Updates:  Canadian Hills Wind & Piedmont Green Power Construction 
of the Company's Canadian Hills project is progressing on schedule and within 
budget and is expected to achieve COD in December 2012.  The Company 
anticipates that power sales under one of the project's five power purchase 
agreements will commence this week.  Four investors have executed tax equity 
contribution agreements for $225 million of tax equity for the project, which 
is expected to be funded at COD. The Company is pursuing additional tax equity 
investors for the remaining $47 million needed to pay down the construction 
loan at COD and, if necessary, will fund the remaining portion at that time 
with cash on hand or proceeds from its existing credit facility.

The Piedmont project is in its testing phase and has synchronized with the 
grid.  It is expected to achieve COD by the end of the year and is within 
budget and on schedule.

Rationalizing Non-core Assets Atlantic Power has continued to rationalize its 
non-core assets with the sale of its 50% interest in Badger Creek on September 
4, 2012 for proceeds of approximately $3.7 million.  Other non-core assets 
that are currently for sale are the Company's approximately 17% interest in 
Gregory and its 40% interest in Delta Person, which are being sold together 
with the interests of the other partners in these projects.  In addition, the 
Company is conducting a sale process for its 100% interest in the 84 mile, 
500-kilovolt transmission line, Path 15.  The project is the Company's only 
transmission project and it makes a relatively small contribution to overall 
cash flow.

Amendment to Senior Credit Facility On November 2, 2012, in connection with 
the continued evolution of the Company's strategy to focus on late-stage 
development and construction projects, and possible disposition of certain 
projects, the Company amended its senior credit facility in order to change 
certain financial and leverage ratio covenants and obtained certain waivers 
from its lenders.  Please see the Company's Quarterly Report on Form 10Q for 
the period ended September 30, 2012 for additional information.

Outlook Based on actual performance to date and projections for the remainder 
of the year, Atlantic Power expects to receive distributions from its projects 
in the revised range of $255 to $265 million for the full year 2012. The 
Company expects overall levels of operating cash flows in 2012 to be improved 
over 2011 levels due primarily to full year contributions from the Partnership 
assets and increased distributions from Selkirk following the final payment of 
its non-recourse, project-level debt, which occurred in June 2012. These 
increased operating cash flows in 2012, in addition to one-time realized gains 
from the termination of a portion of aggregate foreign currency forward 
contracts following the acquisition of the Partnership and the management 
termination fee from the sale of PERH, are expected to positively impact cash 
available for distribution in 2012 versus 2011.

The Company is revising its 2012 Payout Ratio guidance from 90% to 97%, to 96% 
to 102%, based on a number of factors impacting Cash Available for 
Distribution, including the delayed distributions of operating cash flow from 
the Chambers project in connection with the favorable decision in the 
project's litigation, which is now anticipated in 2013, and increased 
management general and administrative expenses.

The Company has previously provided guidance with respect to expected 
substantial decreases in cash flow from its Lake and Auburndale projects in 
Florida after their PPAs expire on July 31 and December 31 of 2013, 
respectively.  The Company's Pasco project, a similar sized gas facility also 
in Florida, signed a tolling agreement in 2008, prior to the recession, which, 
after adjusting for one-time items, provides approximately $4 million per year 
in cash distributions to Atlantic.  The Company anticipates that potential new 
PPAs at its Lake and Auburndale projects would not individually achieve a 
better result in the near-term than that of its tolling agreement with Pasco 
due to recessionary impacts in the Florida market.

The anticipated decreases in cash flow are expected to be partially offset by 
cash flow of $24 to $29 million, in aggregate, from its Piedmont and Canadian 
Hills construction projects starting in 2013, and cash flow increases of $14 
to $18 million from the Company's 50% interest in its Orlando project starting 
in 2014.  The Company expects, based on its growth assumptions, that there 
will be additional contributions from acquisitions and dispositions, which are 
expected to further support the Company's continued ability to pay its 
dividend.

Dividend Reinvestment Plan Atlantic Power announced the details of the 
Company's Dividend Reinvestment Plan ("DRIP") on August 8, 2012. The DRIP 
allows eligible holders of common shares to reinvest their cash dividends (if, 
as and when declared by the Company's board of directors and paid) to acquire 
additional common shares of Atlantic Power at a 3% discount to market price, 
as defined in the DRIP.

All holders of common shares who are Canadian or U.S. residents are eligible 
to participate in the DRIP.  Shareholders who wish to participate in the DRIP 
should contact their brokerage firm to enroll in the DRIP.

A complete copy of the DRIP and enrollment information is available in the 
"Investors" section of the Company's website www.atlanticpower.com. 
Shareholders are urged to carefully read the complete plan before making any 
decisions regarding their participation in the DRIP.

Participation in the DRIP does not relieve shareholders of any liability for 
taxes that may be payable in respect of dividends that are reinvested in new 
common shares pursuant to the DRIP. Eligible shareholders interested in 
participating in the DRIP should consult their own tax advisors concerning the 
tax implications and consequences of their participation in the DRIP in their 
particular circumstances.

This news release does not constitute an offer to sell or the solicitation of 
an offer to buy securities in any jurisdiction.

Investor Conference Call and Webcast A telephone conference call hosted by 
Atlantic Power's management team will be held on Tuesday, November 6, 2012 at 
10:00 AM ET.  The telephone numbers for the conference call are: U.S. Toll 
Free: 1-877-317-6789; Canada Toll Free: 1-866-605-3852; International Toll: +1 
412-317-6789.  The Conference Call will also be broadcast over Atlantic 
Power's website. Please call or log in 10 minutes prior to the call. The 
telephone numbers to listen to the conference call after it is completed 
(Instant Replay) are U.S. Toll Free: 1-877-344-7529; International Toll: 
+1-412-317-0088. Please enter conference call number 10019543.  The conference 
call will also be archived on Atlantic Power's website.

About Atlantic Power  Atlantic Power is a leading publicly traded, power 
generation and infrastructure company with a well-diversified portfolio of 
assets in the United States and Canada. The Company's power generation 
projects sell electricity to utilities and other large commercial customers 
under long-term power purchase agreements, which seek to minimize exposure to 
changes in commodity prices.  The net generating capacity of the Company's 
projects is approximately 2,117 MW, consisting of interests in 30 operational 
power generation projects across 11 states and 2 provinces and an 84-mile, 500 
kilovolt electric transmission line located in California.  In addition, the 
Company has one 53 MW biomass project under construction in Georgia and one 
approximate 300 MW wind project under construction in Oklahoma.  Atlantic 
Power also owns a majority interest in Rollcast Energy, a biomass power plant 
developer in Charlotte, NC.  Atlantic Power is incorporated in British 
Columbia, headquartered in Boston and has offices in Chicago, Toronto, 
Vancouver and San Diego.

The Company's corporate strategy is to increase the value of the Company 
through accretive acquisitions in North American markets while generating 
stable, contracted cash flows from its existing assets to sustain its dividend 
payout to shareholders.  The Company's dividend is currently paid monthly at 
an annual rate of Cdn$1.15 per share.

Atlantic Power has a market capitalization of approximately $1.8 billion and 
trades on the New York Stock Exchange under the symbol AT and on the Toronto 
Stock Exchange under the symbol ATP.  For more information, please visit the 
Company's website at www.atlanticpower.com or contact:

Atlantic Power Corporation  Amanda Wagemaker, Investor Relations  (617) 
977-2700  info@atlanticpower.com

Copies of financial data and other publicly filed documents get filed on SEDAR 
at www.sedar.com or on EDGAR at www.sec.gov/edgar.shtml under "Atlantic Power 
Corporation" or on the Company's website.

Cautionary Note Regarding Forward-looking Statements   To the extent any 
statements made in this news release contain information that is not 
historical, these statements are forward-looking statements within the meaning 
of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E 
of the U.S. Securities Exchange Act of 1934, as amended and forward-looking 
information as defined under Canadian securities law (collectively, 
"forward-looking statements").

Certain statements in this news release may constitute "forward-looking 
statements", which reflect the expectations of management regarding the future 
growth, results of operations, performance and business prospects and 
opportunities of the Company and its projects and other matters.  These 
statements, which are based on certain assumptions and describe the Company's 
future plans, strategies and expectations, can generally be identified by the 
use of the words "may," "will," "project," "continue," "believe," "intend," 
"anticipate," "expect" or similar expressions that are predictions of or 
indicate future events or trends and which do not relate solely to present or 
historical matters.  Examples of such statements in this press release 
include, but are not limited, to statements with respect to the following:
    --  The expectation that distributions from the Company's projects
        will be in the range of $255 million to $265 million for the
        full year 2012;
    --  The expectation that overall levels of operating cash flows in
        2012 will be improved over actual 2011 levels;
    --  The expectation that there will be significant increases in
        cash available for distribution from 2011 and that the Payout
        Ratio in 2012 will be approximately 96% to 102%;
    --  The expectations regarding quarterly fluctuations in the
        Company's Payout Ratio and the impact of certain interest
        payments on the Company's Payout Ratio;
    --  The expectation that Canadian Hills and Piedmont, in aggregate,
        will add $24 to $29 million in cash flow starting in 2013;
    --  The expectation that cash flow from the Company's Orlando
        project will increase by $14 to $18 million a year starting in
        2014;
    --  The expectations regarding decreases in cash flow from the
        Company's Lake and Auburndale projects after their PPAs expire
        and possible cash flow from other projects that may partially
        offset such decreases;
    --  The expectation that potential new PPAs at the Company's Lake
        and Auburndale projects would not individually achieve a better
        result in the near-term than that of its tolling agreement with
        Pasco;
    --  The expectation regarding contributions from acquisitions and
        dispositions to support the Company's continued ability to pay
        its dividend; and
    --  The expectations regarding the commercial operations date for
        Piedmont Green Power and Canadian Hills Wind.

Forward-looking statements involve significant risks and uncertainties, should 
not be read as guarantees of future performance or results, and will not 
necessarily be accurate indications of whether or not or the times at or by 
which such performance or results will be achieved.  A number of factors could 
cause actual results to differ materially from the results discussed in the 
forward-looking statements, including, but not limited to, the factors 
discussed under "Risk Factors" in the Company's periodic reports as filed with 
the Securities and Exchange Commission and applicable securities regulatory 
authorities in Canada from time to time for a detailed discussion of the risks 
and uncertainties affecting the Company.  Although the forward-looking 
statements contained in this news release are based upon what are believed to 
be reasonable assumptions, investors cannot be assured that actual results 
will be consistent with these forward-looking statements, and the differences 
may be material.  These forward-looking statements are made as of the date of 
this news release and, except as expressly required by applicable law, the 
Company assumes no obligation to update or revise them to reflect new events 
or circumstances.  The financial outlook information contained in this news 
release is presented to provide readers with guidance on the cash 
distributions expected to be received by the Company and to give readers a 
better understanding of the Company's ability to pay its current level of 
distributions into the future.  Readers are cautioned that such information 
may not be appropriate for other purposes.

Atlantic Power Corporation

Consolidated Balance Sheets (in thousands of U.S. dollars)
                                            September 30, December 31,
                                            2012          2011
                                            (Unaudited)

Assets

Current assets:

Cash and cash equivalents                   $42,872       $60,651

Restricted cash                             112,633       21,412

Accounts receivable                         80,190        79,008

Current portion of derivative instruments   10,792        10,411
assets

Inventory                                   20,105        18,628

Prepayments and other current assets        27,751        7,615

Assets held for sale                        203,111       -

Refundable income taxes                     3,646         3,042

Total current assets                        501,100       200,767



Property, plant and equipment, net          1,730,765     1,388,254

Transmission system rights                  -             180,282

Equity investments in unconsolidated        432,525       474,351
affiliates

Other intangible assets, net                557,356       584,274

Goodwill                                    334,668       343,586

Derivative instruments asset                14,236        22,003

Other assets                                73,345        54,910

Total assets                                $3,643,995    $3,248,427



Liabilities and Shareholders' Equity

Current liabilities:

Accounts payable                            $13,997       $18,122

Accrued interest                            29,453        19,916

Other accrued liabilities                   82,690        43,968

Revolving credit facility                   20,000        58,000

Current portion of long-term debt           303,890       20,958

Current portion of derivative instruments   42,440        20,592
liability

Dividends payable                           11,627        10,733

Liabilities associated with assets held for 157,420       -
sale

Other current liabilities                   4,014         165

Total current liabilities                   665,531       192,454



Long-term debt                              1,225,661     1,404,900

Convertible debentures                      326,067       189,563

Derivative instruments liability            103,411       33,170

Deferred income taxes                       161,266       182,925

Power purchase and fuel supply agreement    45,265        71,775
liabilities, net

Other non-current liabilities               63,996        57,859

Commitments and contingencies               -             -

Total liabilities                           $2,591,197    $2,132,646



Equity

Common shares, no par value, unlimited
authorized shares; 119,294,718 and
113,526,182 issued and outstanding at       1,286,399     1,217,265
September 30, 2012 and December 31, 2011,
respectively

Preferred shares issued by a subsidiary     221,304       221,304
company

Accumulated other comprehensive income      17,253        (5,193)
(loss)

Retained deficit                            (474,489)     (320,622)

Total Atlantic Power Corporation            1,050,467     1,112,754
shareholders' equity

Noncontrolling interest                     2,331         3,027

Total equity                                1,052,798     1,115,781

Total liabilities and equity                $3,643,995    $3,248,427

Atlantic Power Corporation

Consolidated Statements of Operations (in thousands of U.S. dollars,
except per share amounts)

(Unaudited)
                    Three months ended  Nine months ended September
                    September 30,       30,
                    2012     2011       2012      2011

Project revenue:

Energy sales        $72,033  $17,104    $218,883  $53,471

Energy capacity     68,354   27,070     193,911   81,859
revenue

Other               14,112   521        51,036    1,153
                    154,499  44,695     463,830   136,483



Project expenses:

Fuel                58,565   14,818     176,176   46,202

Operations and      35,848   8,124      111,027   25,618
maintenance

Depreciation and    38,542   8,880      111,219   26,705
amortization
                    132,955  31,822     398,422   98,525

Project other
income (expense):

Change in fair
value of derivative 17,213   (11,484)   (40,953)  (12,497)
instruments

Equity in earnings
of unconsolidated   4,000    2,374      12,420    5,647
affiliates

Interest expense,   (4,211)  (1,576)    (12,637)  (4,832)
net

Other expense, net  (567)    (7)        (538)     (40)
                    16,435   (10,693)   (41,708)  (11,722)

Project income      37,979   2,180      23,700    26,236



Administrative and
other expenses
(income):

Administration      6,309    11,839     21,992    20,379

Interest, net       25,829   3,337      69,269    10,815

Foreign exchange    7,659    21,576     4,440     20,383
gain

Other income, net   272      -          (5,728)   -
                    40,069   36,752     89,973    51,577

Loss from
operations before   (2,090)  (34,572)   (66,273)  (25,341)
income taxes

Income tax expense  3,166    (5,323)    (19,076)  (12,900)
(benefit)

Loss from
continuing          (5,256)  (29,249)   (47,197)  (12,441)
operations

Income from
discontinued        773      1,271      1,444     3,514
operations, net of
tax

Net loss            (4,483)  (27,978)   (45,753)  (8,927)

Net income (loss)
attributable to     2,963    (78)       9,071     (349)
noncontrolling
interest

Net loss
attributable to     $(7,446) $(27,900)  $(54,824) $(8,578)
Atlantic Power
Corporation



Net loss per share
attributable to
Atlantic Power
Corporation
Shareholders:

Basic               $(0.06)  $(0.40)    $(0.47)   $(0.13)

Diluted             $(0.06)  $(0.40)    $(0.47)   $(0.13)

Atlantic Power Corporation

Consolidated Statements of Cash Flows (in thousands of U.S. dollars)

(Unaudited)
                                       Nine months ended September 30,
                                       2012      2011

Cash flows from operating
activities:

Net loss                               $(45,753) $(8,927)

Adjustments to reconcile to net cash
provided by operating activities

Depreciation and amortization          117,464   32,711

Long-term incentive plan expense       2,344     2,257

Loss on the disposal of property,
plant and equipment and other          840       -
charges

Impairment charge on equity            3,000     -
investment

Gain on sale of equity investments     (578)     -

Equity in earnings from                (14,842)  (5,647)
unconsolidated affiliates

Distributions from unconsolidated      26,821    15,542
affiliates

Unrealized foreign exchange loss       21,552    28,175

Change in fair value of derivative     40,953    12,497
instruments

Change in deferred income taxes        (24,278)  (10,315)

Change in other operating balances

Accounts receivable                    (2,873)   258

Prepayments, refundable income taxes   (18,656)  (570)
and other assets

Accounts payable and accrued           14,855    1,536
liabilities

Other liabilities                      3,267     (1,178)

Net cash provided by operating         124,116   66,339
activities



Cash flows used in investing
activities:

Change in restricted cash              (105,494) (12,379)

Proceeds from sale of equity           27,925    8,500
investments

Cash paid for equity investment        (264)     -

Proceeds from related party loans      -         15,455

Biomass development costs              (372)     (753)

Construction in progress               (336,153) (78,256)

Purchase of property, plant and        (1,172)   (814)
equipment

Net cash used in investing             (415,530) (68,247)
activities



Cash flows (used in) provided by
financing activities:

Proceeds from issuance of              130,000   -
convertible debentures

Proceeds from issuance of equity,      67,692    -
net of offering costs

Proceeds from project level debt       261,226   65,374

Repayment of project-level debt        (12,050)  (13,166)

Payments for revolving credit          (60,800)  -
facility borrowings

Proceeds from revolving credit         22,800    -
facility borrowings

Deferred financing costs               (25,339)  -

Dividends paid                         (108,152) (57,543)

Net cash provided by (used in)         275,377   (5,335)
financing activities



Net decrease in cash and cash          (16,037)  (7,243)
equivalents

Less cash at discontinued operations   (1,742)   -

Cash and cash equivalents at           60,651    45,497
beginning of the period

Cash and cash equivalents at end of    $42,872   $38,254
the period

Supplemental cash flow information

Interest paid                          $77,738   $21,567

Income taxes paid (refunded), net      $3,145    $(352)

Accruals for construction in           $40,097   $19,547
progress

Regulation G Disclosures Cash Available for Distribution is not a measure 
recognized under GAAP and does not have a standardized meaning prescribed by 
GAAP.  Management believes Cash Available for Distribution is a relevant 
supplemental measure of the Company's ability to earn and distribute cash 
returns to investors.  A reconciliation of Cash Flows from Operating 
Activities to Cash Available for Distribution and to Payout Ratio is provided 
below.  Investors are cautioned that the Company may calculate this measure in 
a manner that is different from other companies.

Project Adjusted EBITDA is defined as project income plus interest, taxes, 
depreciation and amortization (including non-cash impairment charges) and 
changes in fair value of derivative instruments.  Project Adjusted EBITDA is 
not a measure recognized under GAAP and is therefore unlikely to be comparable 
to similar measures presented by other companies and does not have a 
standardized meaning prescribed by GAAP.  Management uses Project Adjusted 
EBITDA at the project-level to provide comparative information about project 
performance.  A reconciliation of Project Adjusted EBITDA to project income is 
provided on the following page.  Investors are cautioned that the Company may 
calculate this measure in a manner that is different from other companies.

Atlantic Power Corporation

Cash Available for Distribution

(In thousands of U.S. dollars, except as otherwise stated)

(Unaudited)
                       Three months ended September Nine months ended
                       30,                          September 30,
                       2012    2011                 2012     2011

Cash flows from        $34,744 $21,624              $124,116 $66,339
operating activities

Project-level debt     (2,725) (2,825)              (12,050) (13,166)
repayments

Purchase of property,  (370)   (268)                (1,172)  (814)
plant and equipment

Transaction costs(     -       8,470                -        9,238
(1))

Dividends on
preferred shares of a  (3,321) -                    (9,767)  -
subsidiary company

Cash Available for     28,328  27,001               101,127  61,597
Distribution((2))



Total cash dividends
declared to            $34,035 $19,010              $99,090  $57,552
shareholders



Payout Ratio           120%    70%                  98%      93%



Expressed in Cdn$

Cash Available for     28,188  26,833               101,339  60,520
Distribution

Total dividends
declared to            34,288  18,874               99,637   56,259
shareholders

((1) )Represents business development costs associated with the acquisition of 
the Partnership.

((2) )Cash Available for Distribution is not a recognized measure under GAAP 
and does not have any standardized meaning prescribed by GAAP. Therefore, this 
measure may not be comparable to similar measures presented by other companies.

Atlantic Power Corporation

Project Adjusted EBITDA by Segment (in thousands of U.S. dollars)

(Unaudited)
                   Three months ended September 30, Nine months ended
                                                    September 30,
                       2012     2011                2012     2011

Project Adjusted
EBITDA by segment

Northeast              $20,346  $9,817              $85,156  $27,400

Southeast              23,150   21,635              69,892   63,892

Northwest              12,596   1,121               38,453   3,606

Southwest              23,440   1,523               47,952   4,894

Un-allocated           (2,338)  (233)               (9,645)  (838)
corporate

Total                  $77,194  $33,863             $231,808 $98,954



Reconciliation to
project income

Depreciation and       49,725   15,797              146,796  46,916
amortization

Interest expense,      6,008    3,706               18,569   11,100
net

Change in the
fair value of          (17,347) 10,871              38,443   12,913
derivative
instruments

Other expense          829      1,309               4,300    1,789

Project income         $37,979  $2,180              $23,700  $26,236

Atlantic Power Corporation

Project Adjusted EBITDA by Project (for Selected Projects) (in
thousands of U.S. dollars)

(Unaudited)
                                   Three months ended Nine months ended
                                   September 30,      September 30,
                                   2012               2012

Project Adjusted EBITDA by
project

Northeast

Chambers                           $4,749             $18,735

Curtis Palmer                      3,089              18,874

Kapuskasing                        (1,153)            2,809

Nipigon                            3,000              10,240

North Bay                          (169)              4,214

Selkirk                            4,455              12,752

Tunis                              2,052              8,426

Other                              4,323              9,106

Total                              20,346             85,156

Southeast

Auburndale                         12,744             36,167

Lake                               8,922              26,175

Other                              1,484              7,550

Total                              23,150             69,892

Northwest

Williams Lake                      6,696              15,953

Other                              5,900              22,500

Total                              12,596             38,453

Southwest

Manchief                           3,986              11,505

Morris                             1,237              7,776

Other                              18,217             28,671

Total                              23,440             47,952

Un-allocated corporate             (2,338)            (9,645)

Total                              $77,194            $231,808

Reconciliation to project
income

Depreciation and                   $49,725            $146,796
amortization

Interest expense, net              6,008              18,569

Change in the fair value of        (17,347)           38,443
derivative instruments

Other expense, net                 829                4,300

Project income                     $37,979            $23,700

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SOURCE: Atlantic Power Corporation

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CO: Atlantic Power Corporation
ST: British Columbia
NI: OIL UTI ERN EST ERN DIV 

-0- Nov/05/2012 21:29 GMT