BOSTON, Feb. 26, 2015 /PRNewswire/ -- Atlantic Power Corporation (NYSE: AT) (TSX: ATP) ("Atlantic Power" or the "Company") today released its results for the three months and year ended December 31, 2014.

"Since our third quarter earnings call, Atlantic Power has made significant progress on its strategy by meaningfully reducing overhead costs, delivering attractive cash returns from discretionary investments in its fleet, and moving ahead on a potential asset divestiture process," said Mr. James J. Moore, Jr., President and Chief Executive Officer of Atlantic Power. "Our plans for 2015 include further significant reductions in our overhead run rates from 2015 to 2016 and additional investments in our fleet at cash returns and risk levels that are much more favorable than those available in the external markets, both of which should result in improved internal cash flow. In addition, we are evaluating potential asset divestitures as well as refinancing to achieve our goal of reshaping our debt. We expect that our successful execution of this plan will provide a stable platform for Atlantic Power to begin growing its business again in 2016 on an absolute basis, in addition to the organic growth in cash flows provided by returns on discretionary investments in our fleet and cost reductions."

Mr. Moore continued, "Project Adjusted EBITDA for 2014 came in at the high end of our guidance range. We also generated an increase in Adjusted Cash Flows from Operating Activities, which we used to reinvest in our projects, pay down debt and pay dividends to shareholders. Our results benefited from strong wind generation, increased waste heat at our Ontario generation projects, and steps we took to reduce administrative expenses. We also received a modest contribution from the $18 million of discretionary optimization investments made in our existing fleet in 2013 and 2014."

"We continue to make significant progress in rationalizing our corporate overhead, including development expense, reducing it from $54 million in 2013 to an expected level of $38 million or lower in 2015, with further significant improvement expected in 2016. We also expect to make another $11 million of discretionary optimization investments in 2015, for a three-year total of approximately $29 million. By 2016, we expect these investments to be producing a cash flow benefit of at least $10 million annually," said Mr. Moore. "In addition, we remain focused on reducing our leverage through amortization, opportunistic repurchases of our debt and the use of proceeds from potential asset divestitures, if market valuations are compelling, or by reshaping our debt through refinancing and extended amortization. We expect to be able to provide greater detail on these efforts by our next quarterly earnings report."

All amounts are in U.S. dollars and are approximate unless otherwise indicated. Adjusted Cash Flows from Operating Activities, Free Cash Flow, Adjusted Free Cash Flow, Cash Distributions from Projects, Project Adjusted EBITDA and APLP 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 the GAAP reconciliation of "Adjusted Cash Flows from Operating Activities", "Free Cash Flow", "Adjusted Free Cash Flow", "Cash Distributions from Projects" and "Project Adjusted EBITDA" as used in this news release. The Company has not reconciled non-GAAP financial measures relating to individual projects or the APLP projects to the directly comparable GAAP measures due to the difficulty in making the relevant adjustments on an individual project basis. The Company has not provided a reconciliation of forward-looking non-GAAP measures, due primarily to variability and difficulty in making accurate forecasts and projections, as not all of the information necessary for a quantitative reconciliation is available to the Company without unreasonable efforts.



    Atlantic Power Corporation

    Table 1 - Selected Results

    (in millions of U.S. dollars, except as otherwise stated)

                                                Years ended December
                                                              31,

    Unaudited                                     2014          2013
    ---------                                     ----          ----

    Excluding results from discontinued
     operations (1)
    -----------------------------------

    Project revenue                             $569.2        $544.1

    Project (loss)
     income                                     (50.5)         63.7

    Project Adjusted
     EBITDA                                      299.3         268.9

    Cash
     Distributions
     from Projects                               248.9         223.0

    Adjusted Cash
     Flows from
     Operating
     Activities                                  142.4          75.7

    Adjusted Free
     Cash Flow                                    29.9          37.6

    Aggregate power
     generation
     (thousands of
     Net MWh)                                  8,199.3       8,094.5

    Weighted average
     availability                                  93%          95%
    ----------------                               ---           ---

    Including results from discontinued
     operations (1)
    -----------------------------------

    Cash flows from
     operating
     activities                                  $65.0        $152.4

    Free Cash Flow                              (55.6)        108.8

    (1) The Path 15 transmission line ("Path 15"), Auburndale Power
     Partners, L.P. ("Auburndale"), Lake CoGen, Ltd. ("Lake") and Pasco
     Cogen, Ltd. ("Pasco") (collectively, the "Sold Projects") were sold
     in April 2013, the Company's interest in Rollcast Energy
     ("Rollcast") was sold in November 2013, and Thermo Power & Electric,
     LLC ("Greeley") was sold in March 2014.  Accordingly, the revenues,
     project income (loss), Project Adjusted EBITDA, Cash Distributions
     from Projects, and Adjusted Cash Flows from Operating Activities
     from these assets are included in discontinued operations for the
     years ended December 31, 2013 and December 31, 2014.  The results of
     discontinued operations are excluded from Project revenue, Project
    ---------------------------------------------------------------------

Year End 2014 Financial Highlights


    --  Project Adjusted EBITDA of $299.3 million increased $30.4 million from
        2013 and came in at the high end of the Company's revised guidance range
        of $285 to $300 million
    --  GAAP results included $106.6 million of non-cash impairments and an $8.7
        million non-cash loss on changes in the fair value of derivatives,
        partially offset by an $8.6 million asset sale gain, for a project loss
        of $(50.5) million; excluding these items, project income was $56.2
        million. For 2013, project income of $63.7 million included a $34.9
        million non-cash impairment, which was more than offset by a $49.5
        million non-cash gain on changes in the fair value of derivatives and a
        $30.4 million asset sale gain; project income excluding these items was
        $18.7 million. Thus, the year-over-year increase in project income
        excluding these items was $37.5 million
    --  Cash flows from operating activities of $65.0 million decreased $87.4
        million from 2013, primarily due to interest expense related to the debt
        repayment and repurchase transactions in the first quarter of 2014,
        changes in working capital and the loss of cash flows from businesses
        that were divested in 2013
    --  Free Cash Flow of $(55.6) million decreased $164.4 million from 2013 due
        primarily to the decrease in cash flows from operating activities
        described above, increased debt repayment and higher capex
    --  Adjusted Cash Flows from Operating Activities, which excludes the items
        affecting cash flows from operating activities described above, was
        approximately $142 million in 2014, and was primarily used to reduce
        debt, fund capital expenditures, and pay dividends to shareholders; the
        increase of $66.7 million from 2013 was attributable to increased
        Project Adjusted EBITDA, higher cash distributions from projects and
        modestly lower cash interest expense
    --  Adjusted Free Cash Flow of $29.9 million decreased $7.7 million from
        2013, as the increase in Adjusted Cash Flows from Operating Activities
        was more than offset by a higher level of debt amortization
    --  Completed $18 million of major optimization projects in 2013-2014 and
        expect to realize cash flow benefit of $4 to $8 million in 2015

Progress on Debt Reduction Goals


    --  Reduced outstanding amount of APLP term loan through mandatory
        amortization and cash sweep by $58 million, approximately $5 million
        more than expected
    --  Repaid approximately $29 million of project-level debt, including at
        equity-owned projects
    --  Repaid Cdn$44.8 million convertible debenture at maturity on October 31,
        2014 using cash on hand; expect interest savings in 2015 of $2.7 million
    --  Repurchased $3.1 million of convertible debentures in December under
        Normal Course Issuer Bid (NCIB) and another $6.1 million in 2015 to date
    --  Repurchased $9 million of senior unsecured notes in January 2015; amount
        outstanding now $310.9 million

2015 Guidance and Capital Deployment Plans


    --  Total Company Project Adjusted EBITDA of $265 to $285 million
    --  APLP Project Adjusted EBITDA of $148 to $160 million
    --  Adjusted Cash Flows from Operating Activities of $120 to $140 million
    --  Adjusted Free Cash Flow of $10 to $30 million
    --  Expect to achieve at least a $16 million reduction in general and
        administrative (G&A) and development expenses in 2015 relative to 2013
    --  Planning $11 million of optimization investments in 2015
    --  Expect major maintenance and capex of approximately $35 million in 2015
    --  Expect to amortize approximately $48 to $54 million of APLP term loan
        and $24 million of project-level debt (total of approximately $75
        million); will continue to evaluate opportunistic debt repurchases using
        cash on hand and proceeds from potential asset sales, if market
        valuations are compelling

Strategy

The Company continues to focus on executing its business plan, including the objectives of enhancing the value of its existing assets through discretionary capital investments and commercial activities, delevering its balance sheet to reduce its interest expense and improve its cost of capital to better compete for new investments, improving its cost structure and reducing overhead. In addition, the Company continues to assess other potential options, including selected asset sales or the contribution of assets to a joint venture, if the valuation of a particular asset or assets is compelling, in order to raise additional capital for growth and/or debt reduction. Going forward, as the Company executes its business strategy, and consistent with its objectives, the Board of Directors, together with management will regularly evaluate the optimal dividend policy for the Company.

Operating Results

Project availability declined to 93.4% in 2014 from 94.8% in 2013. The decrease was attributable to a combination of forced outages (some weather-related, particularly in the first quarter) and extensions of scheduled maintenance outages, particularly at Nipigon, Chambers, Orlando and Canadian Hills. For the year, reduced availability resulted in capacity payments being $10.3 million lower than their expected level. The majority of this impact was at the Ontario projects, which had unplanned outages due to weather and other factors in the first quarter of 2014, and Piedmont, which had several forced outages during the year.

Generation increased 1.3% year over year due primarily to the addition of Piedmont in April 2013 (additional quarter in 2014), increased generation at Orlando due to the expiration of an unfavorable natural gas contract in the comparable 2013 period, higher dispatch at Frederickson and favorable wind conditions for Meadow Creek. These positive comparisons were partially offset by reduced dispatch at Manchief and Williams Lake, reduced generation at Selkirk due to mild summer weather, and reduced generation at Canadian Hills due to weather-related outages.

Financial Results

Table 2 provides a breakdown of project income and Project Adjusted EBITDA by segment for the year ended December 31, 2014 as compared to the same period in 2013.



    Atlantic Power Corporation

    Table 2 - Segment Results

    (in millions of U.S. dollars, except as otherwise stated)

    Unaudited

                                            Years ended
                                           December 31,

                                       2014        2013
                                       ----        ----

    Project income (loss)
    --------------------

    East                              $21.8       $25.8

    West                             (51.3)       35.8

    Wind                             (11.5)       18.6

    Un-allocated Corporate            (9.5)     (16.5)

    Total                            (50.5)       63.7
    -----                             -----        ----

    Project Adjusted EBITDA
    -----------------------

    East                             $158.5      $150.7

    West                               78.5        77.2

    Wind                               69.8        59.6

    Un-allocated Corporate            (7.5)     (18.6)

    Total                             299.3       268.9
    -----                             -----       -----

    Note: Project Adjusted EBITDA 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. Please refer to Tables 8 through 11 for
     a reconciliation of this non-GAAP measure to a GAAP measure.
    ----------------------------------------------------------------------

Project Income

Reported project income can fluctuate significantly due to non-cash adjustments to "mark-to-market" the fair value of derivatives. Non-cash goodwill impairment charges and gains or losses on the sale of assets are included in project income and can also affect year-over-year comparisons. None of these items are included in Project Adjusted EBITDA.

Project income decreased by $114.2 million to a loss of $(50.5) million for the year ended December 31, 2014 compared to project income of $63.7 million for the same period in 2013. The reduction in project income was primarily due to non-cash impairment charges in 2014 of $106.6 million, an increase of $71.7 million from the 2013 period; decreased asset sale gains of $21.8 million; net year-over-year non-cash changes in the fair value of gas purchase agreements and interest rate swap agreements accounted for as derivatives totaling $(58.2) million; and decreased project income of $11.9 million at Selkirk, due to lower energy revenues and accelerated depreciation. These negative factors were partially offset by improvements at several projects in the East and West segments due to favorable outage comparisons; increased margins at Morris and Orlando; lower interest expense at Curtis Palmer; improved generation at Meadow Creek; an additional quarter of Piedmont operation; and a $7.1 million reduction in loss in the Un-allocated Corporate segment, primarily attributable to $3.5 million in development and administrative expense reductions at Ridgeline as well as administrative reduction initiatives undertaken during the year.

Excluding the non-cash impairment charges, asset sale gains or losses and non-cash changes in the fair value of derivatives described above, the comparisons would be as follows:


    --  2014:  Reported project loss of $(50.5) million included $106.6 million
        of non-cash impairments, an $8.7 million non-cash loss on changes in the
        fair value of derivatives, and an $8.6 million asset sale gain. 
        Excluding these items, results were project income of $56.2 million.
    --  2013:  Reported project income of $63.7 million included a $34.9 million
        non-cash impairment, which was more than offset by a $49.5 million
        non-cash gain on changes in the fair value of derivatives and a $30.4
        million asset sale gain.  Excluding these items, project income was
        $18.7 million.
    --  Thus, the year-over-year increase in project income excluding these
        items was $37.5 million.  The increase was attributable to the factors
        described previously (improved results at several projects, lower
        interest expense at Curtis Palmer and a reduction in loss in the
        Un-allocated Corporate segment).

Project Adjusted EBITDA

Project Adjusted EBITDA includes proportional EBITDA from the Company's equity method projects and 100% of EBITDA from Rockland, which is 50% owned by the Company, but is consolidated. Projects classified as discontinued operations are excluded from Project Adjusted EBITDA.

Project Adjusted EBITDA increased by $30.4 million to $299.3 million for the year ended December 31, 2014 from $268.9 million for the same period in 2013, at the high end of the Company's guidance range of $285 to $300 million. For the year, the most significant contributors to the improvement in Project Adjusted EBITDA were the wind projects, primarily Meadow Creek, due to increased generation; the Ontario projects other than Calstock, due to the timing of maintenance expense and increased waste heat generation; Morris, due primarily to an increase in energy revenues, partially offset by higher fuel expenses; Orlando, due to higher gross margins under an amended PPA and following the expiration of above-market gas swaps; Piedmont, due to a full year of operation and lower maintenance expense; Naval Training Center, due primarily to favorable maintenance comparisons; Mamquam, due to favorable maintenance comparisons and improved water flows; and an $11.1 million reduction in loss from the Un-allocated Corporate segment, primarily due to a reduction in development costs at Ridgeline and a reduction in administrative costs. These positive factors were partially offset by decreases at Selkirk, due to the expiration of the project's PPA in August 2014 and lower dispatch due to mild summer weather; Manchief, due to higher than normal dispatch in 2013; Chambers, due to higher major maintenance costs in 2014; the sales of Gregory in August 2013 and Delta-Person in July 2014; and smaller decreases at several other projects in the East and West segments.

Corporate G&A Expense

Administrative expenses, which include corporate-level G&A expense, interest expense, foreign exchange gains and losses and other income, are not included in Project Adjusted EBITDA.

For the year, administration expense increased $2.7 million from the comparable year-ago period. In the second half of the year, the Company incurred $6.0 million of severance charges associated with management changes and personnel reductions, which are expected to result in lower administrative costs going forward. These charges were partially offset by lower transaction costs related to the asset divestitures in 2013 and a reduction in legal expenses, as in the third quarter of 2014 the Company exceeded its deductible under its directors and officers insurance policy with regard to legal costs incurred for the purported class action shareholder litigation, and expects additional incurred costs to be paid by its insurance carrier to the extent set forth under its terms of coverage.

Cash Flow Metrics

Cash Distributions from Projects

Cash Distributions from Projects, which excludes projects classified as discontinued operations, increased by $25.9 million to $248.9 million for the year ended December 31, 2014, compared to $223.0 million for the same period in 2013. This result includes an increase of $8.5 million in the fourth quarter of 2014 from the year-ago period.

Significant increases for 2014 occurred at: (i) Meadow Creek, Canadian Hills, Rockland and Idaho Wind, due to the release of construction-related blade and credit reserves and increased wind generation; (ii) Orlando, due to lower gas costs following the termination of swaps that were above market as well as favorable changes to the project's PPA; (iii) the Navy projects in California, attributable to lower operation and maintenance expenses than in 2013, during which the projects experienced planned outages, and to lower working capital requirements associated with a new gas supply agreement in 2014; (iv) the Ontario projects, due to higher waste heat availability; and (v) Mamquam, due to lower maintenance expense.

These increases were partially offset by decreases at (i) Selkirk, due to the expiration of the PPA at the end of August; (ii) Morris, due to gas storage purchases; and (iii) Chambers, which benefited from the release of the DuPont settlement in the 2013 period and for which there was a change in the distribution date under the project's new debt agreement in 2014. The project made a distribution in December, which was released to the Company in January 2015.

Cash Flows from Operating Activities

Cash flows from operating activities decreased by $87.4 million to $65.0 million for the year ended December 31, 2014 compared to $152.4 million for the same period in 2013. The decrease is primarily due to $46.8 million of interest expense related to the debt repayment and repurchase transactions in the first quarter (as described in more detail in the first quarter 2014 press release dated May 12, 2014), a $65.7 million increase in cash outflows for working capital due to a $39.4 million decrease in prepaid and other assets due to the collection of security deposits related to completed construction projects in the first quarter of 2013, and a decrease in cash flows from discontinued operations (projects sold in 2013).

Free Cash Flow

Free Cash Flow decreased by $164.4 million to $(55.6) million for the year ended December 31, 2014 compared to $108.8 million for the same period in 2013. The decrease is primarily due to an $87.4 million decrease in operating cash flows as described previously, $58.4 million of term loan facility repayments by APLP and a $10.6 million increase in project-level debt repayment.

The Company's full year 2014 Free Cash Flow guidance of $0 to $10 million excluded (i) $49.4 million of interest expense related to the refinancing and debt repurchase transactions and (ii) the $8.1 million Piedmont construction debt repayment. On that basis, Free Cash Flow for the full year 2014 was approximately $2 million compared to $109 million for the same period in 2013. Relative to the Company's guidance, Free Cash Flow was reduced by approximately $5 million due to a higher level of term loan repayments than previously expected.

Adjusted Cash Flows from Operating Activities

Adjusted Cash Flows from Operating Activities increased by $66.7 million to $142.4 million for the year ended December 31, 2014 compared to $75.7 million for the same period in 2013. Unlike cash flows from operating activities, which decreased on a year-over-year basis, Adjusted Cash Flows from Operating Activities excludes the impact of certain non-recurring items, such as the refinancing and repurchase transactions in the first quarter of 2014, as well as changes in working capital (both of which reduced operating cash flow in 2014 relative to 2013). The increase in Adjusted Cash Flows from Operating Activities for the year was primarily attributable to higher levels of Project Adjusted EBITDA, higher cash distributions from projects and modestly lower cash interest expense.

Adjusted Free Cash Flow

Adjusted Free Cash Flow decreased by $7.7 million to $29.9 million for the year ended December 31, 2014 compared to $37.6 million for the same period in 2013, as the increase in Adjusted Cash Flows from Operating Activities was more than offset by higher levels of debt repayment, particularly amortization of the APLP term loan. Unlike Free Cash Flow, Adjusted Free Cash Flow does not include changes in working capital or cash outlays for transaction expenses (such as the refinancing transaction expenses incurred in the first quarter of 2014) or the repayment of Piedmont debt at term loan conversion, both of which reduced Free Cash Flow.

Tables 11 and 12 of this press release provide a reconciliation of the Company's non-GAAP cash flow metrics to cash flows from operating activities.

Financial Results for the Three Months Ended December 31, 2014

Project income decreased by $4.5 million to $2.8 million for the three months ended December 31, 2014 from $7.3 million for the year-ago period. The decrease in project income relates primarily to a $37.5 million mark-to-market decrease in the fair value of derivatives, partially offset by higher levels of Project Adjusted EBITDA and a reduction in project expenses including depreciation and interest expense.

Project Adjusted EBITDA increased by $19.8 million to $77.9 million for the three months ended December 31, 2014 from $58.1 million for the year-ago period. Significant increases occurred at Piedmont (lower maintenance expense due to a maintenance outage in the fourth quarter of 2013 and a partial reversal of a 2013 accrual), Orlando (more favorable PPA and gas supply costs), North Island (major gas turbine overhaul in 2013 period), Williams Lake (higher availability and other factors), and the wind projects in Idaho (favorable winds). In addition, the Company benefited from a reduction in Un-allocated Corporate expenses of $4.8 million due to steps taken earlier in the year to reduce administrative and development expense. These positive factors were partially offset by a reduction at Selkirk, for which the PPA expired on August 31, and which was also affected by mild weather and reduced dispatch in the fourth quarter.

Liquidity

As can be seen from Table 3, the Company's liquidity decreased from approximately $272 million as of September 30, 2014, to $214 million at December 31, 2014, including $110 million of unrestricted cash. During the fourth quarter, the Company used approximately $43 million of cash on hand to repay Cdn$44.8 million of convertible debentures (ATP.DB) at their October 31st maturity date. It also repurchased $3.1 million of convertible debentures under the NCIB and paid $3.1 million of dividends on its common shares.



    Atlantic Power Corporation

    Table 3 - Liquidity (in millions of U.S. dollars)

    Unaudited                                         September 30, 2014 December 31, 2014
    ---------                                         ------------------ -----------------

     Revolver
     capacity                                                     $210.0             $210.0

     Letters
     of
     credit
     outstanding                                                 (106.0)           (105.7)
     -----------                                                  ------             ------

     Unused
     borrowing
     capacity                                                      104.0              104.3

     Unrestricted
     cash
     (1)                                                          167.6              109.9
     ------------                                                  -----              -----

     Total
     Liquidity                                                    $271.6             $214.2

    (1) Includes project-level cash for working capital needs of
     $16.3 million at September 30, 2014 and $18.2 million at
     December 31, 2014.
    ------------------------------------------------------------

Other Financial Updates

Goodwill Impairment Assessment

At December 31, 2014, the Company had $197.2 million of goodwill. As previously reported, the Company performed an event-driven test of its goodwill and long-lived assets at all of its projects as of August 31, 2014 and during the third quarter of 2014 recorded goodwill impairments at its Kenilworth, Manchief and Williams Lake projects. During the fourth quarter, the Company performed its annual goodwill impairment test as of November 30, 2014 and determined that no further impairments were required at that time. The Company also updated its asset impairment analysis for Tunis and determined that no further impairment of long-lived assets was required (the Company had previously written off all of the goodwill at Tunis).

Senior Unsecured Notes - Fixed Charge Coverage Ratio

As previously reported, the Company can no longer satisfy the Fixed Charge Coverage Ratio test under the restricted payments covenant of its senior unsecured note indenture. The test is based on rolling four quarter results. In the second quarter of 2015, the charges recorded in the first quarter of 2014 for the refinancing and repurchase transaction costs will no longer be included in the calculation and the Company expects to be back in compliance at that time. Until then, the Company is limited to the payment of common dividends not exceeding the Restricted Payments basket, which is the greater of $50 million or 2% of consolidated net assets ($55.8 million as of December 31, 2014). Through year-end 2014, the Company had paid dividends totaling $32.5 million that count against the basket provision; another $3 million of dividends declared in February 2015 to be paid in March 2015 are also subject to the basket provision. In addition, any similar debt prepayment charges incurred in connection with further debt reduction would also be reflected in the calculation of the fixed charge coverage ratio on a rolling four quarter basis, beginning with the quarter in which such charges are incurred, as would any associated reduction in interest expense.

2015 Guidance and Outlook

G&A Expense Targets

Project-level G&A expense and Ridgeline expenses, including development expense, are included in the Un-allocated Corporate segment and therefore included in Project Adjusted EBITDA. Corporate-level G&A expense is included in Administration expense, which is not included in Project Adjusted EBITDA. Together these comprise total G&A expense.

As previously disclosed, during 2013 and 2014 the Company undertook a number of steps to reduce its G&A and development costs, including recent management changes and personnel reductions. These actions are expected to result in cost savings going forward, including in 2015. In addition to personnel cost savings, the Company expects to have lower project and business development expense, including a $3 million annual benefit from the scheduled expiration of a contractual obligation related to the Ridgeline acquisition in the first quarter of 2015. In addition, as discussed above, the Company expects to have lower legal expenses going forward.

Total G&A expense in 2014 was $45 million, including $6 million of severance expense. The Company expects G&A expense in 2015 of no more than $38 million, including approximately $3 million of severance expense. The Company is targeting further significant improvement in G&A expense in 2016.

Optimization Investments

In 2013 and 2014, the Company made approximately $18 million of discretionary investments in its existing projects designed to increase the output, improve the efficiency or improve the margins of these facilities. In 2015, the Company expects to realize a cash flow benefit of $4 to $8 million from these investments. The most significant of these projects were the repowering of two turbines at Curtis Palmer, the steam generator replacement and upgrade at Nipigon, an investment designed to boost output at Morris during peak periods and an interconnection upgrade at North Island. The Company expects to revisit this expectation as it gains operating experience with these upgrades over the course of this year.

The Company expects to invest another $11 million in 2015 across a number of projects, with the most significant at Curtis Palmer, Mamquam, Nipigon, and several at Morris. Together with optimization investments completed in 2013 and 2014, the Company expects a cash flow benefit from these investments of at least $10 million in 2016.

In addition to these production-based investments, the Company continues to pursue commercial and asset management opportunities around its existing projects, some of which require only a modest level of capital expenditures or expense. Examples of these include bringing outsourced project management contracts in-house; improving commercial terms around fuel supply or other consumables; reducing letter of credit requirements; identifying ways to improve the terms of existing PPAs for both the Company and its customers; and positioning the projects to be able to take advantage of opportunities in the power markets. Any cash contribution from these efforts is incremental to those realized from production-based optimization projects.

The Company views both the optimization projects as well as its commercial and asset management activities to be an attractive use of its cash considering the relatively modest capital requirements and potential for strong risk-adjusted returns.

Major Maintenance and Capex

In 2014, the Company had capex of $13 million and major maintenance expense of $20 million, for a total of $33 million, in line with the Company's expectation of $35 million. The capex figure is net of approximately $2.4 million of insurance proceeds and other recoveries for Piedmont. Most of the capex (approximately $12 million) were for the discretionary optimization investments discussed above at Curtis Palmer, Nipigon, Morris and North Island.

For 2015, the Company expects capex of approximately $12 million, of which approximately $10 million relates to discretionary optimization investments at Morris, Nipigon and Curtis Palmer. (Approximately $11 million of the $12 million total capex budget is for projects at APLP.) Major maintenance expense is expected to be approximately $23 million, with the increase from 2014 primarily attributable to the scheduled gas turbine outage at Manchief.

Debt Reduction

The Company expects to amortize approximately $24 million of project-level debt in 2015, including its share of debt at equity method projects. It also expects to repay $48 to $54 million of APLP term loan through the 50% cash sweep and 1% mandatory amortization, for a total debt reduction through amortization of approximately $75 million. Amortization of project-level debt and the APLP term loan is expected to average approximately $75 million annually over the next five years ($80 million on a three-year average basis). In addition, the Company will continue to evaluate discretionary repurchases of debt using cash on hand or the proceeds from potential asset sales, if the valuation of a particular asset or assets is compelling. In January 2015, the Company repurchased $9 million of senior unsecured notes. Year to date through February 21, 2015, it had repurchased $6.1 million of convertible debentures under the NCIB.

Guidance

The Company is initiating 2015 guidance as follows:


    --  Project Adjusted EBITDA of $265 to $285 million. The decline from 2014
        ($299.3 million) is primarily attributable to the expiration of PPAs for
        Selkirk and Tunis in 2014 and a gas turbine overhaul at Manchief,
        partially offset by higher results from Orlando, Nipigon and several
        other projects.
    --  Project Adjusted EBITDA for APLP of $148 to $160 million
    --  Adjusted Cash Flows from Operating Activities of $120 to $140 million.
        The decline from 2014 ($142 million) is primarily attributable to lower
        Project Adjusted EBITDA, partially offset by lower G&A expense and lower
        interest expense.
    --  Adjusted Free Cash Flow of $10 to $30 million. This is net of planned
        capital expenditures totaling $12 million and consolidated project-level
        debt and term loan amortization totaling approximately $72 million. The
        decrease in Adjusted Free Cash Flow from the 2014 level of $30 million
        is primarily attributable to lower levels of G&A expense, interest
        expense, and debt amortization, which are expected to be more than
        offset by lower Project Adjusted EBITDA.

See Table 4 for full-year 2015 guidance and 2014 actual results.



    Atlantic Power Corporation

    Table 4 - 2015 Annual Guidance vs. 2014 Actual Results

    (in millions of U.S. dollars, except as otherwise stated)





    Unaudited                               2015 Annual Guidance    2014 Actual
    ---------                               --------------------    -----------

    Project
     Adjusted
     EBITDA                                          $265 - $285         $299.3

    Adjusted Cash
     Flows from
     Operating
     Activities (1)                                  $120 - $140         $142.4

    Adjusted Free
     Cash Flow (2)                                     $10 - $30          $29.9

    APLP Project
     Adjusted
     EBITDA (3)                                      $148 - $160         $176.1

    (1) Adjusted Cash Flows from Operating Activities is used to
     evaluate cash flows from operating activities without the
     effects of changes in working capital balances, acquisition
     expenses, litigation expenses, severance and restructuring
     charges, and cash provided by or used in discontinued
     operations.  The intent is to reflect normal operations and
     remove items that are not reflective of the long-term
     operations of the business.

    (2) Adjusted Free Cash Flow is defined as Free Cash Flow
     excluding changes in working capital balances, acquisition
     expenses, litigation expense, severance and restructuring
     charges, and cash provided by or used in discontinued
     operations.  Free Cash Flow is defined as cash flows from
     operating activities less capex; project-level debt
     repayments, including amortization of the new term loan; and
     distributions to noncontrolling interests, including preferred
     share dividends.

    (3) APLP is a wholly owned subsidiary of the Company.  APLP
     Project Adjusted EBITDA is a summation of Project Adjusted
     EBITDA at each APLP project, and is calculated in a manner
     which is consistent with the Company's Project Adjusted EBITDA
     calculation.



    Note: Project Adjusted EBITDA, Adjusted Cash Flows from
     Operating Activities, Adjusted Free Cash Flow and APLP Project
     Adjusted EBITDA are not recognized measures under GAAP and do
     not have any standardized meaning prescribed by GAAP;
     therefore, these measures may not be comparable to similar
     measures presented by other companies.
    ---------------------------------------------------------------

Business Update

Piedmont

Currently the Company does not expect its Piedmont project to meet its debt service coverage ratio covenants, restricting its ability to make distributions before 2017 at the earliest, due to continued operational issues that have resulted in higher forecasted maintenance and fuel expenses than initially expected.

Tunis

The PPA with the Ontario Power Authority (OPA) for the Company's Tunis project expired on December 31, 2014; however, the Company has entered into an agreement with the OPA and its successor, the Independent Electricity System Operator (IESO), for the future operations of the Tunis facility. Subject to meeting certain technical modifications to the plant, gas delivery and other requirements, Tunis will operate under a 15-year agreement with the IESO commencing between November 2017 and June 2019.

The new contract will require the plant to become fully dispatchable as opposed to its current baseload configuration. As such, Tunis will provide electricity to the Ontario grid only when required, thereby assisting to reduce the incidents of surplus baseload generation in the market. The new agreement provides Tunis with a fixed monthly payment which escalates annually according to a pre-defined formula while allowing Tunis to earn additional energy revenues for those periods during which it is called upon to operate.

Supplementary Financial Information

For further information, attached to this news release is a summary of Project Adjusted EBITDA by segment for the three months and years ended December 31, 2014 and 2013 (Table 9) with a reconciliation to Project income (loss); a bridge from Project Adjusted EBITDA to Cash Distributions from Projects by segment for the year ended December 31, 2014 (Table 10A) and the year ended December 31, 2013 (Table 10B); a reconciliation of Cash Distributions from Projects and Project Adjusted EBITDA to net income (loss) and of various non-GAAP cash flow metrics to cash flows from operating activities for the years ended December 31, 2014 and 2013 (Table 11); a reconciliation of Adjusted Cash Flows from Operating Activities and Adjusted Free Cash Flow to cash flows from operating activities (Table 12); and a summary of Project Adjusted EBITDA for selected projects (top contributors based on the Company's 2014 budget, representing approximately 80% of total Project Adjusted EBITDA) for the years ended December 31, 2014 and 2013 (Table 13).

Investor Conference Call and Webcast

A telephone conference call hosted by Atlantic Power's management team will be held on Friday, February 27, 2015 at 8:30 AM ET. An accompanying slide presentation will be available on the Company's website prior to the call. The telephone numbers for the conference call are: U.S. Toll Free: 1-888-317-6003; Canada Toll Free: 1-866-284-3684; International Toll: +1 412-317-6061. Participants will need to provide access code 4977312 to enter the conference call. The conference call will also be broadcast over Atlantic Power's website, with an accompanying slide presentation. 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; Canada Toll Free 1-855-669-9658; International Toll: +1-412-317-0088. Please enter conference call number 10058795. The replay will be available 1 hour after the end of the conference call through May 28, 2015 at 9:00 AM ET. The conference call will also be archived on Atlantic Power's website.

About Atlantic Power

Atlantic Power owns and operates a diverse fleet of power generation assets in the United States and Canada. Atlantic Power's power generation projects sell electricity to utilities and other large commercial customers largely under long-term power purchase agreements, which seek to minimize exposure to changes in commodity prices. Its power generation projects in operation have an aggregate gross electric generation capacity of approximately 2,945 MW in which its aggregate ownership interest is approximately 2,024 MW. Its current portfolio consists of interests in twenty-eight operational power generation projects across eleven states in the United States and two provinces in Canada.

Atlantic Power 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 certain financial data and other publicly filed documents are 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 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. 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 Company's plans for 2015, including further significant reductions
        in overhead run rates from 2015 to 2016 and additional investments in
        its fleet at cash returns that the company believes are more favorable
        than those available in external markets, both of which the company
        expects to result in improved cash flow;
    --  the Company's expectation that successful execution of its business plan
        will provide a stable platform for it to begin growing its business
        again in 2016 on an absolute basis, in addition to the organic growth in
        cash flows provided by returns on discretionary investments in its fleet
        and cost reductions;
    --  the outcome or impact of the Company's business plan, including the
        objective of enhancing the value of its existing assets through
        optimization investment and commercial activities, delevering its
        balance sheet to improve its cost of capital and ability to compete for
        new investments, utilizing its core competencies to create proprietary
        investment opportunities, improving its cost structure and reducing
        overhead;
    --  the Company's ability to evaluate and/or implement potential options,
        including asset sales or the contribution of assets to a joint venture,
        if the valuation of a particular asset or assets is compelling, in order
        to raise additional capital for growth and/or debt reduction, and the
        outcome or impact on the Company's business plan of any such potential
        options;
    --  the Company's expectations regarding the pursuit of commercial and asset
        management opportunities around its existing projects and any cash
        contributions from such opportunities;
    --  the Company will achieve expected annual interest rate savings of $2.7
        million in 2015 in connection with the repayment at maturity of the
        Company's Cdn$44.8 million convertible debenture on October 31, 2014;
    --  2015 Project Adjusted EBITDA will be in the range of $265 to $285
        million;
    --  2015 APLP Project Adjusted EBITDA will be in the range of $148 to $160
        million;
    --  2015 Adjusted Cash Flows from Operating Activities will be in the range
        of $120 to $140 million;
    --  2015 Adjusted Free Cash Flow will be in the range of $10 to $30 million;
    --  the Company expects to amortize $48 to $54 million of the APLP term loan
        and $24 million of project-level debt in 2015, for a total debt
        reduction through amortization of approximately $75 million; and the
        expectation that amortization of project-level debt and the APLP term
        loan will average approximately $75 million annual over the next five
        years ($80 million on a three-year average basis);
    --  the Company's expectations regarding compliance with the fixed charge
        coverage ratio test included in the restricted payments covenant in its
        senior unsecured note indenture;
    --  the expectation that recent management changes and personnel reduction
        will result in cost savings going forward;
    --  the Company expects to have G&A costs of no more than $38 million in
        2015, for a total reduction of at least $16 million relative to 2013,
        with further significant improvement expected in 2016;
    --  the Company expects to incur approximately $3 million of severance
        expense in 2015;
    --  the Company expects to have lower project and business development
        expenses, including a $3 million annual benefit from the scheduled
        expiration of a contractual obligation related to the Ridgeline
        acquisition beginning in the first quarter of 2015;
    --  the Company expects to have lower legal expenses associated with the
        purported class action shareholder litigation, and expects that
        additional costs incurred in connection with such purported class action
        shareholder litigation will be paid by the Company's directors and
        officers insurance carrier to the extent set forth under the terms of
        its coverage;
    --  the optimization investments in 2013 and 2014 of approximately $18
        million will produce approximately $4 to $8 million of annual cash flow
        benefit;
    --  the level of optimization investments will be approximately $11 million
        in 2015, and cumulative investments for 2013 through 2015 will produce a
        cash flow contribution of at least $10 million annually in 2016;
    --  the Company will have project capital expenditures and major maintenance
        expenses of approximately $35 million in 2015, including optimization
        initiatives of approximately $11 million;
    --  Piedmont will be unable to pass its debt service coverage ratio covenant
        or make distributions before 2017; and
    --  the results of operations and performance of the Company's projects,
        business prospects, opportunities and future growth of the Company will
        be as described herein.

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. Please refer to the factors discussed under "Risk Factors" and "Forward-Looking Information" in the Company's periodic reports as filed with the Securities and Exchange Commission from time to time for a detailed discussion of the risks and uncertainties affecting the Company, including, without limitation, the Company's ability to evaluate and/or implement potential options, including asset sales or joint ventures, if the valuation of a particular asset or assets is compelling, to raise additional capital for growth and/or potential debt reduction. 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. The Company's ability to achieve its longer-term goals, including those described in this news release, is based on significant assumptions relating to and including, among other things, the general conditions of the markets in which it operates, revenues, internal and external growth opportunities, its ability to sell assets at favorable prices or at all and general financial market and interest rate conditions. The Company's actual results may differ, possibly materially and adversely, from these goals. Readers are cautioned that such information may not be appropriate for other purposes.


    Atlantic Power Corporation

    Table 6 - Consolidated Balance Sheet (in millions of U.S. dollars)



                                                       December 31,                December 31,

                                                                              2014                  2013
                                                                              ----                  ----

    Assets                                                             (Unaudited)

    Current assets:

    Cash and cash
     equivalents                                                            $109.9                $158.6

    Restricted cash                                                           22.5                  96.2

    Accounts
     receivable                                                               57.4                  64.3

    Current portion
     of derivative
     instruments
     asset                                                                       -                  0.2

    Inventory                                                                 19.3                  16.0

    Prepayments and
     other current
     assets                                                                   16.3                  16.1

    Refundable
     income taxes                                                              0.2                   4.0
    -------------                                                              ---                   ---

    Total current
     assets                                                                  225.6                 355.4


    Property, plant
     and equipment,
     net                                                                   1,673.4               1,813.4

    Equity
     investments in
     unconsolidated
     affiliates                                                              343.9                 394.3

    Power purchase
     agreements and
     intangible
     assets, net                                                             381.4                 451.5

    Goodwill                                                                 197.2                 296.3

    Derivative
     instruments
     asset                                                                     1.1                  13.0

    Restricted cash                                                           19.1                  18.0

    Deferred
     financing costs                                                          64.2                  41.7

    Other assets                                                              10.7                  11.4
    ------------                                                              ----                  ----

    Total assets                                                          $2,916.6              $3,395.0
    ------------                                                          --------              --------


    Liabilities

    Current liabilities:

    Accounts payable                                                         $11.0                 $14.0

    Accrued interest                                                           5.4                  17.7

    Other accrued
     liabilities                                                              34.9                  58.8

    Current portion
     of long-term
     debt                                                                     26.4                 216.2

    Current portion
     of convertible
     debentures                                                                  -                 42.1

    Current portion
     of derivative
     instruments
     liability                                                                39.2                  28.5

    Dividends
     payable                                                                     -                  6.8

    Other current
     liabilities                                                               6.8                   5.3
    -------------                                                              ---                   ---

    Total current
     liabilities                                                             123.7                 389.4


    Long-term debt                                                         1,388.3               1,254.8

    Convertible
     debentures                                                              340.6                 363.1

    Derivative
     instruments
     liability                                                                57.5                  76.1

    Deferred income
     taxes                                                                    92.3                 111.5

    Power purchase
     and fuel supply
     agreement
     liabilities,
     net                                                                      33.4                  38.7

    Other long-term
     liabilities                                                              64.2                  65.4

    Commitments and
     contingencies                                                               -                    -
    ---------------                                                            ---                  ---

    Total
     liabilities                                                           2,100.1               2,299.0


    Equity

    Common shares,
     no par value,                                      December 31,
     unlimited                                          2013,
     authorized                                         respectively
     shares;
     121,323,614 and
     120,205,813
     issued and
     outstanding at
     December 31,
     2014 and                                                              1,288.4               1,286.1

    Preferred shares
     issued by a
     subsidiary
     company                                                                 221.3                 221.3

    Accumulated
     other
     comprehensive
     income (loss)                                                          (68.3)               (22.4)

    Retained deficit                                                       (863.9)              (655.4)
    ----------------                                                        ------                ------

    Total Atlantic
     Power
     Corporation
     shareholders'
     equity                                                                  577.5                 829.6
    --------------                                                           -----                 -----

    Noncontrolling
     interest                                                                239.0                 266.4
    --------------                                                           -----                 -----

    Total equity                                                             816.6               1,096.0
    ------------                                                             -----               -------

    Total
     liabilities and
     equity                                                               $2,916.6              $3,395.0
    ----------------                                                      --------              --------




    Atlantic Power Corporation

    Table 7 - Consolidated Statements of Operations

    (in millions of U.S. dollars, except per share amounts)

    Unaudited

                                                                                                    Three months ended
                                                                                                          December 31,
                                                                              Years Ended
                                                                             December 31,

                                                                  2014        2013         2012           2014           2013
                                                                  ----        ----         ----           ----           ----

    Project revenue

    Energy sales                                                $315.9      $302.2       $214.5          $81.7          $75.6

    Energy capacity revenue                                      161.3       163.7        147.2           37.3           36.6

    Other                                                         92.0        78.2         68.1           23.4           18.5
    -----                                                         ----        ----         ----           ----           ----

                                                                 569.2       544.1        429.8          142.4          130.7


    Project expenses:

    Fuel                                                         210.4       194.3        164.9           50.9           48.5

    Operations and maintenance                                   130.2       150.8        119.6           29.4           41.2

    Development                                                    3.7         7.2            -           1.0            2.3

    Depreciation and amortization                                162.6       166.1        116.6           40.3           41.4
    -----------------------------                                -----       -----        -----           ----           ----

                                                                 506.9       518.4        401.1          121.6          133.4

    Project other income (expense):

    Change in fair value of
     derivative instruments                                      (8.7)       49.5       (59.3)        (21.0)          16.1

    Equity in earnings of
     unconsolidated affiliates                                    25.8        26.9         15.2            7.1            2.3

    Gain on sale of equity
     investments                                                   8.6        30.4          0.6              -             -

    Interest expense, net                                       (31.9)     (34.4)      (16.4)         (5.6)         (8.7)

    Impairment of goodwill                                     (106.6)     (34.9)           -             -             -

    Other income, net                                                -        0.5            -           1.5            0.3

                                                               (112.8)       38.0       (59.9)        (18.0)          10.0

    Project (loss) income                                       (50.5)       63.7       (31.2)           2.8            7.3


    Administrative and other expenses (income):

    Administration                                                37.9        35.2         28.3           12.0            6.7

    Interest, net                                                146.7       104.1         89.8           25.9           25.4

    Foreign exchange (gain) loss                                (38.3)     (27.4)         0.5         (17.9)        (14.5)

    Other income, net                                            (2.8)     (10.5)       (5.7)         (0.7)         (1.0)

                                                                 143.5       101.4        112.9           19.3           16.6
                                                                 -----       -----        -----           ----           ----

    Loss from continuing operations
     before income taxes                                       (194.0)     (37.7)     (144.1)        (16.5)         (9.3)

    Income tax benefit                                          (11.9)     (19.5)      (28.1)         (4.5)        (17.6)
    ------------------                                           -----       -----        -----           ----          -----

    (Loss) income from continuing
     operations                                                (182.1)     (18.2)     (116.0)        (12.0)           8.3

    Net (loss) income from
     discontinued operations, net of
     tax (1)                                                     (0.1)      (5.6)        15.7              -         (0.4)
    --------------------------------                              ----        ----         ----            ---          ----

    Net (loss) income                                          (182.2)     (23.8)     (100.3)        (12.0)           7.9

    Net loss attributable to
     noncontrolling interest                                    (16.4)      (3.4)       (0.6)         (4.6)         (0.1)

    Net income attributable to
     preferred share dividends of a
     subsidiary company                                           11.6        12.6         13.1            2.8            3.0
    -------------------------------                               ----        ----         ----            ---            ---

    Net (loss) income attributable
     to Atlantic Power Corporation                            $(177.4)    $(33.0)    $(112.8)       $(10.2)          $4.9
    ------------------------------                             -------      ------      -------         ------           ----


    Basic and diluted earnings (loss) earnings per share:

    (Loss) income from continuing
     operations attributable to
     Atlantic Power Corporation                                $(1.47)    $(0.23)     $(1.10)       $(0.09)         $0.04

    (Loss) income from discontinued
     operations, net of tax                                          -     (0.05)        0.13              -             -
    -------------------------------                                ---      -----         ----            ---           ---

    Net (loss) income attributable
     to Atlantic Power Corporation                             $(1.47)    $(0.28)      (0.97)       $(0.09)         $0.04

    (1) Includes contributions from the Sold Projects and Rollcast which are a component of discontinued operations.
    ----------------------------------------------------------------------------------------------------------------




    Atlantic Power Corporation

    Table 8 - Consolidated Statements of Cash Flows (in millions of U.S. dollars)

                                                       Years ended December 31,

    Unaudited                                                   2014            2013       2012
    ---------                                                   ----            ----       ----

    Cash flows from operating
     activities:

    Net loss                                                $(182.2)        $(23.8)  $(100.3)

    Adjustments to reconcile
     to net cash provided by
     operating activities

    Depreciation and
     amortization                                              162.6           176.4      157.2

    Loss from discontinued
     operations                                                    -           32.8          -

    (Gain) loss on sale of
     assets & other charges                                    (2.9)          (5.1)       0.8

    Long-term incentive plan
     expense                                                     3.5             2.2        2.5

    Long-lived asset and
     goodwill impairment
     charges                                                   106.6            39.7       60.5

    Gain on sale of equity
     investments                                               (8.6)         (30.4)     (0.6)

    Equity in earnings from
     unconsolidated
     affiliates                                               (25.8)         (26.9)    (25.7)

    Distributions from
     unconsolidated
     affiliates                                                 76.2            40.9       38.4

    Unrealized foreign
     exchange (gain) loss                                     (38.8)         (13.0)      19.0

    Change in fair value of
     derivative instruments                                      8.7          (60.2)      46.7

    Change in deferred income
     taxes                                                    (15.7)         (27.3)    (34.1)

    Change in other operating
     balances

    Accounts receivable                                          6.9             3.4        2.3

    Inventory                                                  (3.3)            0.8      (6.2)

    Prepayments, refundable
     income taxes and other
     assets                                                     21.1            51.5     (13.3)

    Accounts payable                                           (4.1)          (8.4)      21.1

    Accruals and other
     liabilities                                              (39.2)          (0.2)     (1.2)
    ------------------                                         -----            ----       ----

    Cash provided by
     operating activities                                       65.0           152.4      167.1


    Cash flows provided by
     (used in) investing
     activities

    Change in restricted cash                                   72.6          (93.7)    (11.6)

    Proceeds from sale of
     assets and equity
     investments, net                                            9.5           182.6       27.9

    Cash paid for
     acquisitions and
     investments, net of cash
     acquired                                                      -              -    (80.5)

    Proceeds from treasury
     grant                                                         -          103.2          -

    Biomass development costs                                      -          (0.2)     (0.5)

    Construction in progress                                       -         (39.3)   (456.2)

    Purchase of property,
     plant and equipment                                      (13.4)          (5.5)     (2.9)
    ---------------------                                      -----            ----       ----

    Cash provided by (used
     in) investing activities                                   68.7           147.1    (523.8)


    Cash flows (used in)
     provided by financing
     activities

    Proceeds from senior
     secured term loan
     facility                                                  600.0               -         -

    Proceeds from issuance of
     convertible debentures                                        -              -     230.6

    Proceeds from issuance of
     equity, net of offering
     costs                                                         -          (1.0)      66.3

    Proceeds from project-
     level debt                                                    -           20.8      291.9

    Repayment of corporate
     and project-level debt                                  (639.8)        (118.8)   (284.8)

    Repayment of convertible
     debentures                                               (43.0)              -         -

    Payments for revolving
     credit facility
     borrowings                                                    -         (67.0)    (60.8)

    Proceeds from revolving
     credit facility
     borrowings                                                    -              -      69.8

    Deferred financing costs                                  (39.0)          (2.8)    (31.2)

    Equity contribution from
     noncontrolling interest                                       -           44.6      225.0

    Dividends paid to common
     shareholders                                             (34.9)         (65.1)   (131.0)

    Dividends paid to
     noncontrolling interests                                 (25.7)         (18.3)    (13.1)
    -------------------------                                  -----           -----      -----

    Cash (used in) provided
     by financing activities                                 (182.4)        (207.6)     362.7


    Net (decrease) increase
     in cash and cash
     equivalents                                              (48.7)           91.9        6.0

    Less cash at discontinued
     operations                                                    -              -     (6.5)

    Cash and cash equivalents
     at beginning of period
     at discontinued
     operations                                                    -            6.5          -

    Cash and cash equivalents
     at beginning of period                                    158.6            60.2       60.7
    -------------------------                                  -----            ----       ----

    Cash and cash equivalents
     at end of period                                         $109.9          $158.6      $60.2

    Supplemental cash flow
     information

    Interest paid                                             $168.8          $130.4      $40.2

    Income taxes paid, net                                      $3.8            $5.9       $1.1

    Accruals for construction
     in progress                                                  $-           $8.9       $4.1

Regulation G Disclosures

Project Adjusted EBITDA is not a measure recognized under GAAP and does not have a standardized meaning prescribed by GAAP, and is therefore unlikely to be comparable to similar measures presented by other companies. Project Adjusted EBITDA is defined as project income (loss) plus interest, taxes, depreciation and amortization (including non-cash impairment charges) and changes in the fair value of derivative instruments. Management uses Project Adjusted EBITDA at the project level to provide comparative information about project performance and believes such information is helpful to investors. A reconciliation of Project Adjusted EBITDA to project income (loss) is provided in Table 9 below. Investors are cautioned that the Company may calculate this measure in a manner that is different from other companies.

Cash Distributions from Projects, Adjusted Cash Flows from Operating Activities, Free Cash Flow and Adjusted Free Cash Flow are not measures recognized under GAAP and do not have standardized meanings prescribed by GAAP, and are therefore unlikely to be comparable to similar measures presented by other companies. Adjusted Cash Flows from Operating Activities is used to evaluate cash flows from operating activities without the effects of changes in working capital balances, acquisition expenses, litigation expenses, severance and restructuring charges, and cash provided by or used in discontinued operations. The intent is to reflect normal operations and remove items that are not reflective of the long-term operations of the business. Free Cash Flow is defined as cash flows from operating activities less capex; project-level debt repayments, including amortization of the new term loan; and distributions to noncontrolling interests, including preferred share dividends.

Adjusted Free Cash Flow is defined as Free Cash Flow excluding changes in working capital balances, acquisition expenses, litigation expense, severance and restructuring charges, and cash provided by or used in discontinued operations. Management believes that these non-GAAP cash flow measures are relevant supplemental measures of the Company's ability to earn and distribute cash returns to investors. A bridge of Project Adjusted EBITDA to Cash Distributions from Projects is provided in Tables 10A and 10B on page 17. A reconciliation of Free Cash Flow to cash flows from operating activities is provided in Table 11 on page 18 of this release. Reconciliations of Adjusted Free Cash Flow and Adjusted Cash Flows from Operating Activities to cash flows from operating activities are provided in Table 12 on page 19 of this release. Investors are cautioned that the Company may calculate these measures in a manner that is different from other companies.




    Atlantic Power Corporation

    Table 9 - Project Adjusted EBITDA by segment

    Unaudited

                                                                      Years ended           Three months
                                                                                                   ended
                                                                     December 31,           December 31,

                                                       2014        2013        2012        2014        2013
                                                       ----        ----        ----        ----        ----

    Project Adjusted EBITDA by segment

    East (1)                                         $158.5      $150.7      $145.7       $42.2       $38.2

    West (2)                                           78.5        77.2        78.9        16.0         9.5

    Wind                                               69.8        59.6        10.9        20.8        16.3

    Un-allocated corporate (3)                        (7.5)     (18.6)     (11.1)      (1.1)      (5.9)

    Total                                             299.3       268.9       224.4        77.9        58.1


    Reconciliation to project income

    Depreciation and
     amortization                                     201.7       208.8       163.5        46.8        55.2

    Interest expense, net                              39.5        38.5        24.0         7.4        10.7

    Change in the fair value of
     derivative instruments                            10.4      (50.3)       56.6        22.0      (15.4)

    Other expense                                      98.2         8.2        11.5           -        0.4

    Project (loss) income                           $(50.5)      $63.7     $(31.2)       $1.7        $7.2
    ---------------------                            ------       -----      ------        ----        ----

    (1) Excludes Auburndale, Lake and Pasco, which are components of discontinued operations.

    (2) Excludes Path 15, which is a component of discontinued operations.

    (3) Excludes Rollcast, which is a component of discontinued operations.



    Notes: Table 9 presents Project Adjusted EBITDA, which 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 a similar measure presented by other companies.
    --------------------------------------------------------------------------------------------------------------------------------



    Atlantic Power Corporation

    Table 10A - Cash Distributions from Projects (by Segment, in millions of U.S. dollars)

    Year ended December 31, 2014

    Unaudited                                                                                     Project                                Repayment of                               Interest                                 Capital                             Other, including             Cash Distributions
                                                                                                                                                                                 expense, net                            expenditures                                   changes in
                                                                                                 Adjusted                              long-term debt                                                                                                             working capital                  from Projects
                                                                                                   EBITDA
    ---                                                                                            ------

    Segment

    East

     Consolidated                                                                                  $114.2                                      $(14.6)                                 $(7.6)                                 $(10.1)                                        $10.7                           $92.6

      Equity method                                                                                  44.3                                        (5.0)                                  (6.8)                                   (0.6)                                          1.0                            32.9
                                                                                                     ----                                         ----                                    ----                                     ----                                           ---                            ----

      Total                                                                                         158.5                                       (19.6)                                 (14.4)                                  (10.7)                                         11.7                           125.5
                                                                                                    -----                                        -----                                   -----                                    -----                                          ----                           -----

    West

      Consolidated                                                                                   64.1                                            -                                      -                                   (0.8)                                          6.4                            69.7

      Equity method                                                                                  14.4                                        (1.0)                                  (0.1)                                       -                                          1.0                            14.3
                                                                                                     ----                                         ----                                    ----                                      ---                                          ---                            ----

      Total                                                                                          78.5                                        (1.0)                                  (0.1)                                   (0.8)                                          7.4                            84.0
                                                                                                     ----                                         ----                                    ----                                     ----                                           ---                            ----

    Wind

      Consolidated                                                                                   58.2                                        (6.4)                                 (14.2)                                   (1.4)                                        (2.2)                           34.0

      Equity method                                                                                  11.6                                        (2.8)                                  (4.8)                                     0.1                                           1.3                             5.4

      Total                                                                                          69.8                                        (9.2)                                 (19.0)                                   (1.3)                                        (0.9)                           39.4
      -----                                                                                          ----                                         ----                                   -----                                     ----                                          ----                            ----

      Total consolidated                                                                            236.5                                       (21.0)                                 (21.8)                                  (12.3)                                         14.9                           196.3

      Total equity method                                                                            70.3                                        (8.8)                                 (11.7)                                   (0.5)                                          3.3                            52.6

    Un-allocated corporate                                                                          (7.5)                                           -                                      -                                   (1.2)                                          8.7                               -
    ----------------------                                                                           ----                                          ---                                    ---                                    ----                                           ---                             ---

    Total                                                                                          $299.3                                      $(29.8)                                $(33.5)                                 $(14.0)                                        $26.9                          $248.9
    -----                                                                                          ------                                       ------                                  ------                                   ------                                         -----                          ------

    Notes: Table 10A presents Cash Distributions from Projects and Project Adjusted EBITDA, which are not recognized measures under GAAP and do not have any standardized meanings prescribed by GAAP; therefore, these measures may not be comparable to similar measures presented by other
     companies.
    -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




    Atlantic Power Corporation

    Table 10B - Cash Distributions from Projects (by Segment, in millions of U.S. dollars)

    Year ended December 31, 2013

    Unaudited                                                                                     Project                                Repayment of                               Interest                                 Capital                             Other, including             Cash Distributions
                                                                                                                                                                              expense, net                            expenditures                                   changes in
                                                                                                 Adjusted                              long-term debt                                                                                                                                              from Projects
                                                                                                   EBITDA                                                                                                                                                         working capital
    ---                                                                                            ------                                                                                                                                                         ---------------

    Segment

    East

     Consolidated                                                                                  $100.3                                       $(3.9)                                $(17.3)                                  $(6.7)                                        $18.8                           $91.2

      Equity method                                                                                  50.4                                       (14.0)                                  (3.6)                                   (0.9)                                          4.3                            36.2
                                                                                                     ----                                        -----                                    ----                                     ----                                           ---                            ----

      Total                                                                                         150.7                                       (17.9)                                 (20.9)                                   (7.6)                                         23.1                           127.4
                                                                                                    -----                                        -----                                   -----                                     ----                                          ----                           -----

    West

      Consolidated                                                                                   60.0                                            -                                      -                                   (1.1)                                        (3.3)                           55.6

      Equity method                                                                                  17.2                                          1.2                                   (0.3)                                   (1.1)                                        (2.9)                           14.1
                                                                                                     ----                                          ---                                    ----                                     ----                                          ----                            ----

      Total                                                                                          77.2                                          1.2                                   (0.3)                                   (2.2)                                        (6.2)                           69.7
                                                                                                     ----                                          ---                                    ----                                     ----                                          ----                            ----

    Wind

      Consolidated                                                                                   50.0                                        (7.0)                                 (14.6)                                   (5.5)                                          0.5                            23.4

      Equity method                                                                                   9.6                                        (2.6)                                  (4.9)                                       -                                          0.4                             2.5
                                                                                                      ---                                         ----                                    ----                                      ---                                          ---                             ---

      Total                                                                                          59.6                                        (9.6)                                 (19.5)                                   (5.5)                                          0.9                            25.9
      -----                                                                                          ----                                         ----                                   -----                                     ----                                           ---                            ----

      Total consolidated                                                                            210.3                                       (10.9)                                 (31.9)                                  (13.3)                                         16.0                           170.2

      Total equity method                                                                            77.2                                       (15.4)                                  (8.8)                                   (2.0)                                          1.8                            52.8

    Un-allocated corporate                                                                         (18.6)                                       (0.2)                                    3.1                                      0.2                                          15.5                               -
    ----------------------                                                                          -----                                         ----                                     ---                                      ---                                          ----                             ---

    Total                                                                                          $268.9                                      $(26.5)                                $(37.6)                                 $(15.1)                                        $33.3                          $223.0
    -----                                                                                          ------                                       ------                                  ------                                   ------                                         -----                          ------

    Notes: Table 10B presents Cash Distributions from Projects and Project Adjusted EBITDA, which are not recognized measures under GAAP and do not have any standardized meanings prescribed by GAAP; therefore, these measures may not be comparable to similar measures presented by other
     companies.
    -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



    Atlantic Power Corporation

    Table 11 - Free Cash Flow (in millions of U.S. dollars)

    Unaudited

                                                   Years ended December 31,

                                                            2014         2013         2012
                                                            ----         ----         ----

    Cash Distributions from Projects                      $248.9       $223.0       $196.6

    Repayment of long-term debt                           (29.8)      (26.5)      (27.4)

    Interest expense, net                                 (33.5)      (37.6)      (24.0)

    Capital expenditures                                  (14.0)      (15.1)       (1.8)

    Other, including changes in
     working capital                                        26.9         33.3         25.4
    ---------------------------                             ----         ----         ----

    Project Adjusted EBITDA                               $299.3       $268.9       $224.4

    Depreciation and amortization                          201.7        208.8        163.5

    Interest expense, net                                   39.5         38.5         24.0

    Change in the fair value of
     derivative instruments                                 10.4       (50.3)        56.6

    Other (income) expense                                  98.2          8.2         11.5

    Project (loss) income                                $(50.5)       $63.7      $(31.2)

    Administrative and other
     expenses                                              143.5        101.4        112.9

    Income tax expense (benefit)                          (11.9)      (19.5)      (28.1)

    Income (loss) from discontinued
     operations, net of tax                                (0.1)       (5.6)        15.7

    Net loss                                            $(182.2)     $(23.8)    $(100.3)

    Adjustments to reconcile to net
     cash provided by operating
     activities                                            265.8        129.1        264.7

    Change in other operating
     balances                                             (18.6)        47.1          2.7

    Cash flows from operating
     activities                                            $65.0       $152.4       $167.1

    Term loan facility repayments
     (1)                                                 (58.4)           -           -

    Project-level debt repayments                         (26.2)      (15.6)      (19.6)

    Purchases of property, plant and
     equipment (2)                                        (13.4)       (6.5)       (2.9)

    Distributions to noncontrolling
     interests (3)                                        (11.0)       (8.9)           -

    Dividends on preferred shares of
     a subsidiary company                                 (11.6)      (12.6)      (13.0)
    --------------------------------                       -----        -----        -----

    Free Cash Flow                                       $(55.6)      $108.8       $131.6
    --------------                                        ------       ------       ------

    Additional  GAAP cash flow measures:

    Cash flows from investing
     activities                                            $68.7       $147.1     $(523.8)

    Cash flows from financing
     activities                                         $(182.4)    $(207.6)      $362.7

    (1) Includes mandatory 1% annual amortization and 50% excess cash flow repayments by the Partnership.

    (2) Excludes construction costs related to the Company's Canadian Hills project in 2014 and 2013 and its
     Piedmont and Meadow Creek projects in 2013.

    (3) Distributions to noncontrolling interests primarily include distributions, if any, to the tax equity
     investors at Canadian Hills and to the other 50% owner of Rockland.



    Note: Table 11 presents Cash Distributions from Projects, Project Adjusted EBITDA and Free Cash Flow,
     which are not recognized measures under GAAP and do not have any standardized meanings prescribed by
     GAAP; therefore, these measures may not be comparable to similar measures presented by other companies.
    --------------------------------------------------------------------------------------------------------



    Atlantic Power Corporation

    Table 12 - Adjusted Cash Flows from Operating Activities and Adjusted Free Cash Flow (in millions of
     U.S. dollars)

    Unaudited

                                                  Years ended December 31,

                                                           2014         2013         2012
                                                           ----         ----         ----

    Cash flows from operating
     activities                                           $65.0       $152.4       $167.1

    Changes in other operating
     balances                                              18.6       (47.1)       (2.7)

    Cash flows from discontinued
     operations                                               -      (31.6)      (89.0)

    Severance charges                                       6.0          1.0            -

    Restructuring charges                                   2.0            -           -

    Shareholder litigation expenses                         1.4          1.0            -

    Refinancing transaction costs                          49.4            -           -
    -----------------------------                          ----          ---         ---

    Adjusted Cash Flows from
     Operating Activities                                $142.4        $75.7        $75.4

    Term loan facility repayments
     (1)                                                (58.4)           -           -

    Project-level debt repayments                        (26.2)      (15.6)      (19.6)

       Amount associated with
        discontinued operations
        (included in line above)                              -         5.2         15.6

       Principal repayment of Piedmont
        debt at term conversion
        (included above)                                    8.1            -           -

    Purchases of property, plant
     and equipment (2)                                   (13.4)       (6.5)       (2.9)

       Amount associated with
        discontinued operations
        (included in line above)                              -         0.3          1.6

    Distributions to noncontrolling
     interests (3)                                       (11.0)       (8.9)           -

    Dividends on preferred shares
     of a subsidiary company                             (11.6)      (12.6)      (13.0)
    -----------------------------                         -----        -----        -----

    Adjusted Free Cash Flow                               $29.9        $37.6        $57.1
    -----------------------                               -----        -----        -----

    Additional  GAAP cash flow measures:

    Cash flows from investing
     activities                                           $68.7       $147.1     $(523.8)

    Cash flows from financing
     activities                                        $(182.4)    $(207.6)      $362.7

    (1) Includes mandatory 1% annual amortization and 50% excess cash flow repayments by the Partnership.

    (2) Excludes construction costs related to the Company's Canadian Hills project in 2014 and 2013 and its
     Piedmont and Meadow Creek projects in 2013.

    (3) Distributions to noncontrolling interests primarily include distributions, if any, to the tax equity
     investors at Canadian Hills and to the other 50% owner of Rockland.



    Note: Table 12 presents Adjusted Cash Flows from Operating Activities and Adjusted Free Cash Flow, which
     are not recognized measures under GAAP and do not have any standardized meanings prescribed by GAAP;
     therefore, these measures may not be comparable to similar measures presented by other companies.
    --------------------------------------------------------------------------------------------------------



    Atlantic Power Corporation

    Table 13 - Project Adjusted EBITDA by Project (for Selected Projects)

    (in millions of U.S. dollars)

    Unaudited

                                                                                         Years ended December 31,

                                                                                                          2014                      2013       2012
                                                                                                          ----                      ----       ----

    East                                                                   Accounting

    Cadillac                                                             Consolidated                       $7.5                      $9.1       $9.2

    Curtis Palmer                                                        Consolidated                       31.5                      32.1       28.0

    Morris                                                               Consolidated                       12.7                       6.3        8.2

    Nipigon                                                              Consolidated                       15.3                      13.4       14.6

    North Bay                                                            Consolidated                       10.6                       8.5        8.1

    Piedmont                                                             Consolidated                        6.5                       2.3      (0.1)

    Tunis                                                                Consolidated                       10.3                       9.5       13.5

    Other (1)                                                            Consolidated                       19.8                      19.1        9.6

    Chambers                                                            Equity method                       18.6                      20.6       27.8

    Selkirk                                                             Equity method                       10.3                      20.8       17.8

    Orlando                                                             Equity method                       15.4                       9.0        9.0

    Total                                                                                                158.5                     150.7      145.7

    West

    Manchief                                                             Consolidated                       15.0                      16.9       15.1

    Naval Station                                                        Consolidated                       10.3                      10.5        7.3

    Williams Lake                                                        Consolidated                       15.8                      16.5       18.5

    Other (2)                                                            Consolidated                       23.0                      16.1       23.0

    Frederickson                                                        Equity Method                       12.2                      12.1       10.8

    Other (3)                                                           Equity method                        2.2                       5.1        4.2
                                                                                                           ---                       ---        ---

    Total                                                                                                 78.5                      77.2       78.9

    Wind

    Canadian Hills                                                       Consolidated                       26.6                      25.6        0.8

    Meadow Creek                                                         Consolidated                       19.3                      14.0          -

    Rockland                                                             Consolidated                       12.3                      10.4        3.5

    Other (4)                                                           Equity method                       11.6                       9.6        6.6
                                                                                                          ----                       ---        ---

    Total                                                                                                 69.8                      59.6       10.9

    Totals

    Consolidated projects                                                                                236.5                     210.3      159.3

    Equity method projects                                                                                70.3                      77.2       76.2

    Un-allocated corporate                                                                               (7.5)                   (18.6)    (11.1)
    ----------------------                                                                                ----                     -----      -----

    Total Project Adjusted EBITDA                                                                       $299.3                    $268.9     $224.4


    Depreciation and amortization                                                                       $201.7                    $208.8     $163.5

    Interest expense, net                                                                                 39.5                      38.5       24.0

    Change in the fair value of derivative instruments                                                    10.4                    (50.3)      56.6

    Other (income) expense                                                                                98.2                       8.2       11.5

    Project income (loss)                                                                              $(50.5)                    $63.7    $(31.2)
    --------------------                                                                                ------                     -----     ------

    (1) 2012 and 2013: Kenilworth, Calstock, Kapuskasing, and Onondaga; 2014: Kenilworth, Calstock, and Kapuskasing

    (2) Moresby Lake, Mamquam, North Island, Naval Training Station, and Oxnard

    (3) 2012: Badger Creek, Delta-Person, Gregory, PERH, and Koma Kulshan; 2013: Koma Kulshan, Gregory, and Delta-Person; 2014:
     Koma Kulshan and Delta-Person

    (4) 2012: Idaho Wind; 2013 and 2014: Idaho Wind and Goshen North



    Notes: Table 13 presents Project Adjusted EBITDA, which 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 a similar measure presented by other companies. The
     Company has not reconciled non-GAAP financial measures relating to individual projects to the directly comparable GAAP measures
     due to the difficulty in making the relevant adjustments on an individual project basis.
    ---------------------------------------------------------------------------------------------------------------------------------

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SOURCE Atlantic Power Corporation