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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM 6-K
_______________________
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16 of the
Securities Exchange Act of 1934
Date: August 9, 2024
Commission File Number: 001-37946
_______________________
Algonquin Power & Utilities Corp.
(Translation of registrant’s name into English)
_______________________
354 Davis Road
Oakville, Ontario, L6J 2X1, Canada
(Address of principal executive offices)
_______________________
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F □    Form 40-F x
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): □

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): □ Exhibits 99.1 and 99.2 to this Report on Form 6-K are hereby incorporated by reference into Algonquin Power & Utilities Corp.’s Registration Statements on Forms F-3 (File Nos.




333-220059, 333-227246 and 333-263839), Forms F-10 (File No. 333-277803) and Forms S-8 (File Nos. 333-177418, 333-213648, 333-213650, 333-218810, 333-232012 and 333-238961).


EXHIBIT INDEX
The following exhibits are filed as part of this Form 6-K:
Exhibit Description
Unaudited Financial Statements for the quarter ended June 30, 2024
Management's Discussion & Analysis for quarter ended June 30, 2024
Certification of Chief Executive Officer
Certification of Chief Financial Officer
Earnings Press Release for the quarter ended June 30, 2024
Q3 2024 Common Share & Preferred Share Dividend Press Release

SIGNATURE
  
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ALGONQUIN POWER & UTILITIES CORP.
(registrant)
Date: August 9, 2024
By:  /s/ Darren Myers
Name: Darren Myers
Title:   Chief Financial Officer


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Unaudited Interim Condensed Consolidated Financial Statements of
Algonquin Power & Utilities Corp.
For the three and six months ended June 30, 2024 and 2023




Algonquin Power & Utilities Corp.
Unaudited Interim Condensed Consolidated Statements of Operations
Three months ended Six months ended
(thousands of U.S. dollars, except per share amounts) June 30 June 30
  2024 2023 2024 2023
Revenue
Regulated electricity distribution $ 304,262  $ 328,242  $ 610,117  $ 644,215 
Regulated natural gas distribution 94,264  109,539  328,217  380,677 
Regulated water reclamation and distribution 92,786  95,861  177,809  183,282 
Non-regulated energy sales 78,661  71,694  163,237  150,410 
Other revenue 28,653  22,535  56,346  47,914 
598,626  627,871  1,335,726  1,406,498 
Expenses
Operating expenses 265,868  267,174  527,653  505,294 
Regulated electricity purchased 81,747  98,337  179,701  223,917 
Regulated natural gas purchased 22,909  36,180  118,878  173,881 
Regulated water purchased 4,279  3,857  8,160  7,726 
Non-regulated energy purchased 690  3,782  4,228  11,588 
Depreciation and amortization 136,912  118,448  266,452  240,089 
Loss on foreign exchange 4,284  6,379  16,141  7,815 
516,689  534,157  1,121,213  1,170,310 
Operating income 81,937  93,714  214,513  236,188 
Interest expense (note 7)
(105,787) (89,663) (208,311) (171,581)
Income (loss) from long-term investments (note 6)
192,611  (286,546) 38,158  (75,585)
Other income (note 5)
6,030  8,850  12,729  17,901 
Other net losses (note 16)
(17,061) (40,367) (27,662) (43,829)
Pension and other post-employment non-service costs (note 8)
(3,975) (5,306) (7,413) (10,267)
Gain on derivative financial instruments (note 21(b)(iv))
58  1,039  191  3,205 
Earnings (loss) before income taxes
153,813  (318,279) 22,205  (43,968)
Income tax recovery (expense) (note 15)
Current 46,681  (6,300) 41,577  (12,800)
Deferred (41,453) 62,258  (25,046) 44,057 
5,228  55,958  16,531  31,257 
Net earnings (loss) 159,041  (262,321) 38,736  (12,711)
Net effect of non-controlling interests (note 14)
Non-controlling interests 41,725  15,439  72,884  42,018 
Non-controlling interests held by related party —  (6,349) —  (12,399)
$ 41,725  $ 9,090  $ 72,884  $ 29,619 
Net earnings (loss) attributable to shareholders of Algonquin Power & Utilities Corp. $ 200,766  $ (253,231) $ 111,620  $ 16,908 
Series A Shares and Series D Shares dividend (note 12)
2,705  2,080  5,117  4,172 
Net earnings (loss) attributable to common shareholders of Algonquin Power & Utilities Corp. $ 198,061  $ (255,311) $ 106,503  $ 12,736 
Basic and diluted net earnings (loss) per share (note 17)
$ 0.28  $ (0.37) $ 0.15  $ 0.02 
See accompanying notes to unaudited interim condensed consolidated financial statements



Algonquin Power & Utilities Corp.
Unaudited Interim Condensed Consolidated Statements of Comprehensive Income (Loss)
 
Three months ended Six months ended
(thousands of U.S. dollars) June 30 June 30
  2024 2023 2024 2023
Net earnings (loss) $ 159,041  $ (262,321) $ 38,736  $ (12,711)
Other comprehensive income (loss) ("OCI"):
Foreign currency translation adjustment, net of tax expense of $1,310 and $3,190 (2023 - tax recovery $3,418 and $3,038), respectively (notes 21(b)(iii) and 21(b)(iv))
10,933  130  4,416  15,555 
Change in fair value of cash flow hedges, net of tax expense of $2,165 and $6,995 (2023 - tax expense of $3,737 and recovery of $178), respectively (note 21(b)(ii))
29,190  36,421  38,652  54,286 
Change in pension and other post-employment benefits, net of tax recovery of $394 and $1,768 (2023 - tax recovery of $281 and $445), respectively
(1,143) (823) (5,174) (1,303)
OCI, net of tax 38,980  35,728  37,894  68,538 
Comprehensive income (loss) 198,021  (226,593) 76,630  55,827 
Comprehensive loss attributable to the non-controlling interests (42,049) (8,693) (73,906) (29,407)
Comprehensive income (loss) attributable to shareholders of Algonquin Power & Utilities Corp. $ 240,070  $ (217,900) $ 150,536  $ 85,234 
See accompanying notes to unaudited interim condensed consolidated financial statements



Algonquin Power & Utilities Corp.
Unaudited Interim Condensed Consolidated Balance Sheets
(thousands of U.S. dollars) June 30, December 31,
  2024 2023
ASSETS
Current assets:
Cash and cash equivalents $ 131,633  $ 56,142 
Trade and other receivables, net (note 4)
426,879  524,194 
Fuel and natural gas in storage 49,696  48,982 
Supplies and consumables inventory 185,637  178,150 
Regulatory assets (note 5)
185,938  142,970 
Prepaid expenses 67,703  81,926 
Derivative instruments (note 21)
28,016  10,920 
Other assets
129,134  23,061 
1,204,636  1,066,345 
Property, plant and equipment, net
13,199,200  12,517,450 
Intangible assets, net
90,405  93,938 
Goodwill
1,317,440  1,324,062 
Regulatory assets (note 5)
1,124,523  1,184,713 
Long-term investments (note 6)
Investments carried at fair value 1,128,171  1,115,729 
Other long-term investments 411,985  641,920 
Derivative instruments (note 21)
88,817  72,328 
Deferred income taxes
161,279  158,483 
Other assets
139,918  198,993 
$ 18,866,374  $ 18,373,961 
See accompanying notes to unaudited interim condensed consolidated financial statements




Algonquin Power & Utilities Corp.
Unaudited Interim Condensed Consolidated Balance Sheets (continued)
(thousands of U.S. dollars) June 30, December 31,
  2024 2023
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable $ 138,154  $ 210,412 
Accrued liabilities 552,164  554,875 
Dividends payable (note 12)
83,267  74,916 
Regulatory liabilities (note 5)
88,449  99,850 
Long-term debt (note 7)
158,278  621,856 
Other long-term liabilities (note 9)
185,314  80,458 
Derivative instruments (note 21)
23,413  34,915 
Other liabilities 12,107  7,898 
1,241,146  1,685,180 
Long-term debt (note 7)
8,134,371  7,894,174 
Regulatory liabilities (note 5)
562,715  634,446 
Deferred income taxes
634,053  578,902 
Derivative instruments (note 21)
106,644  75,961 
Pension and other post-employment benefits obligation
99,185  96,653 
Other long-term liabilities (note 9)
392,493  465,874 
9,929,461  9,746,010 
Redeemable non-controlling interests
Redeemable non-controlling interest, held by related party —  308,350 
Redeemable non-controlling interests 9,263  10,013 
9,263  318,363 
Equity:
Preferred shares 184,299  184,299 
Common shares (note 10(a))
7,389,116  6,229,994 
Additional paid-in capital 827  7,254 
Deficit (1,331,947) (1,279,696)
Accumulated other comprehensive loss (“AOCI”) (note 11)
(63,370) (102,286)
Total equity attributable to shareholders of Algonquin Power & Utilities Corp. 6,178,925  5,039,565 
Non-controlling interests
Non-controlling interests - tax equity partnership units 1,156,628  1,196,720 
Other non-controlling interests 358,670  347,338 
Non-controlling interest, held by related party (7,719) 40,785 
1,507,579  1,584,843 
Total equity 7,686,504  6,624,408 
Commitments and contingencies (note 19)
Subsequent events (note 3(a), 7(f))
$ 18,866,374  $ 18,373,961 
See accompanying notes to unaudited interim condensed consolidated financial statements



Algonquin Power & Utilities Corp.
Unaudited Interim Condensed Consolidated Statements of Equity

(thousands of U.S. dollars)
For the three months ended June 30, 2024
         
Algonquin Power & Utilities Corp. Shareholders
Common
shares
Preferred
shares
Additional
paid-in
capital
Deficit AOCI Non-
controlling
interests
Total
Balance, March 31, 2024 $ 6,235,552  $ 184,299  $ (384) $ (1,446,333) $ (104,452) $ 1,566,120  $ 6,434,802 
Net earnings (loss)
—  —  —  200,766  —  (41,725) 159,041 
Effect of redeemable non-controlling interests not included in equity (note 14)
—  —  —  —  —  331  331 
OCI —  —  —  —  41,082  (2,102) 38,980 
Dividends declared and distributions to non-controlling interests —  —  —  (86,445) —  (17,359) (103,804)
Contributions received from non-controlling interests, net of cost
—  —  —  —  —  2,314  2,314 
Common shares issued upon public offering (note 10(a))
1,150,000  —  —  —  —  —  1,150,000 
Common shares issued under employee share purchase plan 1,038  —  —  —  —  —  1,038 
Share-based compensation —  —  1,211  —  —  —  1,211 
Common shares issued pursuant to share-based awards 2,526  —  —  65  —  —  2,591 
Balance, June 30, 2024 $ 7,389,116  $ 184,299  $ 827  $ (1,331,947) $ (63,370) $ 1,507,579  $ 7,686,504 
See accompanying notes to unaudited interim condensed consolidated financial statements





Algonquin Power & Utilities Corp.
Unaudited Interim Condensed Consolidated Statements of Equity (continued)
 
(thousands of U.S. dollars)
For the three months ended June 30, 2023
         
Algonquin Power & Utilities Corp. Shareholders
Common
shares
Preferred
shares
Additional
paid-in
capital
Deficit AOCI Non-
controlling
interests
Total
Balance, March 31, 2023 $ 6,223,301  $ 184,299  $ 776  $ (805,515) $ (127,068) $ 1,580,027  $ 7,055,820 
Net loss —  —  —  (253,231) —  (9,090) (262,321)
Redeemable non-controlling interests not included in equity (note 14)
—  —  —  —  —  (6,018) (6,018)
OCI —  —  —  —  35,331  397  35,728 
Dividends declared and distributions to non-controlling interests —  —  —  (77,449) —  (14,104) (91,553)
Common shares issued upon conversion of convertible debentures 11  —  —  —  —  —  11 
Contributions received from non-controlling interests, net of cost
—  —  —  —  —  98,851  98,851 
Issuance of common shares under employee share purchase plan 1,405  —  —  —  —  —  1,405 
Share-based compensation —  —  3,602  —  —  —  3,602 
Common shares issued pursuant to share-based awards 53  —  (99) (13) —  —  (59)
Balance, June 30, 2023 $ 6,224,770  $ 184,299  $ 4,279  $ (1,136,208) $ (91,737) $ 1,650,063  $ 6,835,466 
See accompanying notes to unaudited interim condensed consolidated financial statements





Algonquin Power & Utilities Corp.
Unaudited Interim Condensed Consolidated Statements of Equity (continued)

(thousands of U.S. dollars)
For the six months ended June 30, 2024
         
Algonquin Power & Utilities Corp. Shareholders
Common
shares
Preferred
shares
Additional
paid-in
capital
Deficit AOCI Non-
controlling
interests
Total
Balance, December 31, 2023 $ 6,229,994  $ 184,299  $ 7,254  $ (1,279,696) $ (102,286) $ 1,584,843  $ 6,624,408 
Net earnings (loss)
—  —  —  111,620  —  (72,884) 38,736 
Effect of redeemable non-controlling interests not included in equity (note 14) —  —  —  —  —  662  662 
OCI —  —  —  —  38,916  (1,022) 37,894 
Dividends declared and distributions to non-controlling interests —  —  —  (164,357) —  (67,079) (231,436)
Contributions received from non-controlling interests, net of cost
—  —  —  —  —  66,859  66,859 
Common shares issued upon public offering (note 10(a))
1,150,000  —  —  —  —  —  1,150,000 
Common shares issued under employee share purchase plan 2,316  —  —  —  —  —  2,316 
Share-based compensation —  —  6,453  —  —  —  6,453 
Common shares issued pursuant to share-based awards 6,806  —  (5,783) 486  —  —  1,509 
Non-controlling interest assumed on asset acquisition
—  —  (7,097) —  —  (3,800) (10,897)
Balance, June 30, 2024 $ 7,389,116  $ 184,299  $ 827  $ (1,331,947) $ (63,370) $ 1,507,579  $ 7,686,504 
See accompanying notes to unaudited interim condensed consolidated financial statements




Algonquin Power & Utilities Corp.
Unaudited Interim Condensed Consolidated Statements of Equity (continued)
 
(thousands of U.S. dollars)
For the six months ended June 30, 2023
         
Algonquin Power & Utilities Corp. Shareholders
Common
shares
Preferred
shares
Additional
paid-in
capital
Deficit AOCI Non-
controlling
interests
Total
Balance, December 31, 2022 $ 6,183,943  $ 184,299  $ 9,413  $ (997,945) $ (160,063) $ 1,616,792  $ 6,836,439 
Net earnings (loss)
—  —  16,908  —  (29,619) (12,711)
Redeemable non-controlling interests not included in equity (note 14) —  —  —  —  —  (11,737) (11,737)
OCI —  —  —  —  68,326  212  68,538 
Dividends declared and distributions to non-controlling interests —  —  —  (124,451) —  (33,518) (157,969)
Dividends and issuance of shares under dividend reinvestment plan 30,482  —  —  (30,482) —  —  — 
Contributions received from non-controlling interests, net of cost
—  —  —  —  —  107,933  107,933 
Common shares issued upon conversion of convertible debentures 11  —  —  —  —  —  11 
Issuance of common shares under employee share purchase plan 3,113  —  —  —  —  —  3,113 
Share-based compensation —  —  4,695  —  —  —  4,695 
Common shares issued
pursuant to share-based
awards
7,221  —  (9,829) (238) —  —  (2,846)
Balance, June 30, 2023 $ 6,224,770  $ 184,299  $ 4,279  $ (1,136,208) $ (91,737) $ 1,650,063  $ 6,835,466 
See accompanying notes to unaudited interim condensed consolidated financial statements




Algonquin Power & Utilities Corp.
Unaudited Interim Condensed Consolidated Statements of Cash Flows
(thousands of U.S. dollars) Three months ended June 30 Six months ended June 30
  2024 2023 2024 2023
Cash provided by (used in):
Operating activities
Net earnings (loss)
$ 159,041  $ (262,321) $ 38,736  $ (12,711)
Adjustments and items not affecting cash:
Depreciation and amortization 136,912  118,448  266,452  240,089 
Deferred taxes 41,453  (62,258) 25,046  (44,057)
Initial value and changes in derivative financial instruments net of amortization
(1,255) (4,882) (3,000) (9,851)
Share-based compensation 5,172  3,199  10,282  3,895 
Cost of equity funds used for construction purposes (281) (568) (1,150) (1,226)
Change in value of investments carried at fair value (172,904) 311,410  (14,572) 132,026 
Pension and post-employment expense in excess of (lower than) contributions
(1,553) 2,176  2,429  119 
Distributions received from equity investments, net of income 9,799  5,588  34,269  3,554 
       Other (note 16(c))
(10,736) 38,232  (7,556) 36,195 
Net change in non-cash operating items (note 20)
70,553  112,380  16,010  (53,356)
236,201  261,404  366,946  294,677 
Financing activities
Increase in long-term debt 468,230  224,664  2,383,349  654,648 
Repayments of long-term debt (1,250,081) (194,403) (2,751,033) (398,179)
Net change in commercial paper (192,699) (1,187) (448,720) 91,613 
Issuance of common shares, net of costs 1,151,038  1,405  1,152,316  3,113 
Cash dividends on common shares (77,075) (75,493) (150,738) (171,386)
Dividends on preferred shares (2,705) (2,080) (5,117) (4,172)
Contributions from non-controlling interests and redeemable non-controlling interests (note 3)
—  98,955  60,545  98,955 
Production-based cash contributions from non-controlling interest 2,313  —  6,315  9,082 
Distributions to non-controlling interests, related party
—  (244) —  (12,300)
Distributions to non-controlling interests (18,636) (20,746) (25,450) (33,084)
Shares surrendered to fund withholding taxes on exercised share options (1,481) —  (2,451) (568)
Acquisition of non-controlling interest —  —  (10,059) — 
Increase in other long-term liabilities 2,738  6,695  9,370  11,125 
Decrease in other long-term liabilities (21,991) (255) (44,279) (20,329)
59,651  37,311  174,048  228,518 
Investing activities
Additions to property, plant and equipment and intangible assets (204,336) (245,209) (416,882) (414,958)
Increase in long-term investments (62,288) (41,774) (78,181) (89,379)
Divestiture of operating entity
11,827  —  29,548  — 
Increase in other assets (1,719) (130) (2,650) (1,980)
Decrease in long-term investments —  11,749  —  11,749 
(256,516) (275,364) (468,165) (494,568)
Effect of exchange rate differences on cash and restricted cash 151  369  (1,512) 872 
Increase in cash, cash equivalents and restricted cash
39,487  23,720  71,317  29,499 
Cash, cash equivalents and restricted cash, beginning of period
107,969  106,964  76,139  101,185 
Cash, cash equivalents and restricted cash, end of period $ 147,456  $ 130,684  $ 147,456  $ 130,684 
Algonquin Power & Utilities Corp.
Unaudited Interim Condensed Consolidated Statements of Cash Flows (continued)
(thousands of U.S. dollars) Three months ended June 30 Six months ended June 30
2024 2023 2024 2023
Supplemental disclosure of cash flow information:
Cash paid during the period for interest expense
$ 96,783  $ 75,489  $ 206,412  $ 178,201 
Cash paid (received) during the period for income taxes - net (note 15)
$ (52,118) $ 2,097  $ (49,454) $ 4,138 
Cash received during the period for distributions from equity investments
$ 27,081  $ 28,331  $ 53,469  $ 56,611 
Non-cash financing and investing activities:
Property, plant and equipment acquisitions in accruals $ 124,001  $ 145,594  $ 124,001  $ 145,594 
Issuance of common shares under dividend reinvestment plan and share-based compensation plans $ 3,564  $ 1,458  $ 9,122  $ 40,816 
Property, plant and equipment, intangible assets and accrued liabilities in exchange of notes receivable
$ 141,171  $ —  $ 160,916  $ — 
See accompanying notes to unaudited interim condensed consolidated financial statements


Algonquin Power & Utilities Corp.
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
June 30, 2024 and 2023
(in thousands of U.S. dollars, except as noted and per share amounts)
Algonquin Power & Utilities Corp. ("AQN" or the "Company") is an incorporated entity under the Canada Business Corporations Act. AQN's operations are organized across two primary business units consisting of the Regulated Services Group and the Renewable Energy Group. The Regulated Services Group primarily owns and operates a portfolio of regulated electric, water distribution and wastewater collection, and natural gas utility systems and transmission operations in the United States, Canada, Bermuda and Chile; the Renewable Energy Group primarily owns and operates, or has investments in, a diversified portfolio of non-regulated renewable and thermal energy generation assets.
1.Significant accounting policies
(a)Basis of preparation
The accompanying unaudited interim condensed consolidated financial statements and notes have been prepared in accordance with generally accepted accounting principles in the United States ("U.S. GAAP") for interim financial information and follow disclosure required under Regulation S-X provided by the U.S. Securities and Exchange Commission ("SEC"). Accordingly, these unaudited interim condensed consolidated financial statements do not include all information and notes required by U.S. GAAP for annual financial statements and should be read in conjunction with the consolidated financial statements of AQN as of and for the year ended December 31, 2023.
In the opinion of management, the unaudited interim condensed consolidated financial statements include all adjustments that are of a recurring nature and necessary for a fair presentation of the results of interim operations.
The significant accounting policies applied to these unaudited interim condensed consolidated financial statements of AQN are consistent with those disclosed in the consolidated financial statements of AQN as of and for the year ended December 31, 2023.
(b)Seasonality
AQN's operating results are subject to seasonal fluctuations that could materially impact quarter-to-quarter operating results and, thus, one quarter’s operating results are not necessarily indicative of a subsequent quarter's operating results. Where decoupling mechanisms exist, total volumetric revenue is prescribed by the applicable regulatory authority and is not affected by usage. AQN’s electrical distribution utilities can experience higher or lower demand in the summer or winter depending on the specific regional weather and industry characteristics. AQN’s water and wastewater utility assets’ revenues fluctuate depending on the demand for water, which is normally higher during the drier and hotter months of the summer. During the winter period, natural gas distribution utilities generally experience higher demand than during the summer period. AQN’s hydroelectric energy assets are primarily "run-of-river" and, as such, fluctuate with the natural water flows. During the winter and summer periods, flows are generally slower, while during the spring and fall periods flows are heavier. For AQN's wind energy assets, wind resources are typically stronger in spring, fall and winter, and weaker in summer. AQN's solar energy assets generally experience greater insolation in summer, weaker in winter.
(c)Foreign currency translation
AQN’s reporting currency is the U.S. dollar. Within these unaudited interim condensed consolidated financial statements, the Company denotes any amounts denominated in Canadian dollars with "C$", in Chilean pesos with "CLP" and in Chilean Unidad de Fomento with "CLF" immediately prior to the stated amount.












Algonquin Power & Utilities Corp.
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
June 30, 2024 and 2023
(in thousands of U.S. dollars, except as noted and per share amounts)
2.     Recently issued accounting pronouncements
(a)Recently adopted accounting pronouncements
There were no accounting pronouncements adopted in the current period.    
(b)Recently issued accounting guidance not yet adopted
There were no recently issued accounting guidance not yet adopted in the current period.
3.Business acquisitions and dispositions
(a)    Sale of the Renewable Energy Business
Subsequent to the quarter-end, on August 9, 2024, the Company entered into an agreement to sell its renewable energy business (excluding hydro) to a wholly-owned subsidiary of LS Power for total cash consideration of up to $2,500,000 (subject to certain closing adjustments), excluding debt, consisting of $2,280,000 in cash at closing and up to $220,000 in cash pursuant to an earn out agreement relating to certain wind assets (the “Earn Out”).
The sale is subject to the satisfaction of customary closing conditions, including the approval of the U.S. Federal Energy Regulatory Commission and approval under applicable competition laws. The Company expects the transaction to close in the fourth quarter of 2024 or the first quarter of 2025 and to receive cash proceeds of approximately approximately $1,600,000 (excluding the Earn Out) after repaying construction financing, and net of taxes, transaction fees and other closing adjustments.
The Company concluded the consolidated assets within the renewable energy business being sold will meet the accounting requirements to be presented as “Held for Sale” in the third quarter of 2024 based on the receipt of final commercial terms, Board approval to consummate a sale transaction, and the signing of the sale agreement all occurring within the third quarter. The Company anticipates recording a future estimated pretax loss of approximately $1,000,000. However, the ultimate loss recorded is dependent on, among other things, the timing and amount of future capital expenditures, including acquisition of construction projects and associated tax equity financing, which will impact the carrying value of these assets.
(b)    Acquisition of Shady Oaks II Wind Facility
On June 26, 2024, Algonquin Power Fund (America), LLC, a wholly owned subsidiary of the Company, acquired the remaining 50% ownership in the Shady Oaks II Wind Facility for consideration of $59,624. The transaction has been accounted for as an asset acquisition.
The following table summarizes the allocation of the aggregate purchase price to the assets acquired and liabilities assumed at the acquisition date.
Shady Oaks II
Working capital $ (1,189)
Property, plant and equipment 260,090 
Long-term debt (note 7(f))
(163,735)
Asset retirement obligation (674)
Derivative (23,493)
Deferred tax liability (11,375)
Total net assets acquired 59,624 
Less: cash and cash equivalents
1,922 
Net assets acquired, net of cash and cash equivalents $ 57,702 







Algonquin Power & Utilities Corp.
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
June 30, 2024 and 2023
(in thousands of U.S. dollars, except as noted and per share amounts)
3.Business acquisitions and dispositions (continued)
(c)    Acquisition of New Market Solar Facility
On June 26, 2024, Algonquin Power Fund (America), LLC, a wholly owned subsidiary of the Company, acquired the remaining 50% ownership in the New Market Solar Facility for consideration of $182,942. The transaction has been accounted for as an asset acquisition. Prior to acquisition, the Company repaid an outstanding related party note of $25,808,
The following table summarizes the allocation of the aggregate purchase price to the assets acquired and liabilities assumed at the acquisition date.
New Market Solar
Working capital $ (7,614)
Property, plant and equipment 193,782 
Asset retirement obligation (1,135)
Deferred tax liability (2,091)
Total net assets acquired 182,942 
Less: cash and cash equivalents
434 
Net assets acquired, net of cash and cash equivalents $ 182,508 
(d) Sale of Windsor Locks Thermal Facility
On March 1, 2024, the Company sold its 100% equity interest in the 74.9 MW Windsor Locks Thermal Facility for consideration of $17,721.
(e) Acquisition of Sandy Ridge II Wind Facility
On February 15, 2024, Algonquin Power Fund (America), LLC, a wholly owned subsidiary of the Company, acquired the remaining 50% ownership in the Sandy Ridge II Wind Facility for consideration of $44,139. The transaction has been accounted for as an asset acquisition. Subsequent to acquisition, the tax equity investors provided additional funding of $60,545, and a third-party construction loan of $162,341 was repaid.
The following table summarizes the allocation of the aggregate purchase price to the assets acquired and liabilities assumed at the acquisition date.
Sandy Ridge II
Working capital $ 3,526 
Property, plant and equipment 206,927 
Long-term debt (162,341)
Asset retirement obligation (456)
Deferred tax liability (3,517)
Total net assets acquired 44,139 
Less: cash and cash equivalents
— 
Net assets acquired, net of cash and cash equivalents $ 44,139 
(f) Acquisition of Liberty Development JV Inc. & Liberty Development Energy Solutions B.V.
On January 4, 2024, the Company acquired the remaining 50% ownership in Liberty Development JV Inc. and Algonquin (AY Holdco) B.V., a wholly owned subsidiary of the Company, acquired the remaining 50% ownership in Liberty Development Energy Solutions B.V., for a combined purchase price of $7,859. The transaction has been accounted for as an asset acquisition and purchase of non-controlling interest. The consideration paid in excess of the fair value of the net assets acquired of $8,696 was recorded in equity.
As a result of the transaction, $306,500 that was previously recorded as redeemable non-controlling interest held by related party was reclassified to long-term debt ,and subsequently paid in full. Refer to note 7 (b) for further details.



Algonquin Power & Utilities Corp.
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
June 30, 2024 and 2023
(in thousands of U.S. dollars, except as noted and per share amounts)
4.Accounts receivable
Accounts receivable as of June 30, 2024 include unbilled revenue of $83,381 (December 31, 2023 - $107,001) from the Company’s regulated utilities. Accounts receivable as of June 30, 2024 are presented net of allowance for expected credit losses of $34,077 (December 31, 2023 - $30,244).
5.Regulatory matters
The operating companies within the Regulated Services Group are subject to regulation by the respective regulators of the jurisdictions in which they operate. The respective regulators have jurisdiction with respect to rate, service, accounting policies, issuance of securities, acquisitions and other matters. Except for Suralis, these utilities operate under cost-of-service regulation as administered by these authorities. The Company’s regulated utility operating companies are accounted for under the principles of Regulated Operations (“ASC 980”). Under ASC 980, regulatory assets and liabilities that would not be recorded under U.S. GAAP for non-regulated entities are recorded to the extent that they represent incurred charges or credits that are probable of being recovered from or refunded to customers through the rate setting process.
At any given time, the Company can have several regulatory proceedings underway. The financial effects of these proceedings are reflected in the unaudited interim condensed consolidated financial statements based on regulatory approval obtained to the extent that there is a financial impact during the applicable reporting period. The following regulatory proceedings were recently completed:
Utility State, Province or Country Regulatory Proceeding Type Details
BELCO Bermuda General Rate Case ("GRC")
On September 30, 2021, filed its revenue allowance application in which it requested a $34,800 increase for 2022 and a $6,100 increase for 2023. On March 18, 2022, the Regulatory Authority ("RA") approved an annual increase of $22,800, for a revenue allowance of $224,100 for 2022 and $226,200 for 2023. The RA authorized a 7.16% rate of return, comprised of a 62% equity and an 8.92% return on equity ("ROE"). In April 2022, BELCO filed an appeal in the Supreme Court of Bermuda challenging the decisions made by the RA through the recent Retail Tariff Review. On February 23, 2024, the Bermuda Supreme Court issued an order denying the BELCO appeal.
BELCO
Bermuda
GRC
On October 17, 2023, filed its revenue allowance application in which it requested a $59,100 increase for 2024 and 2025 based on a weighted average cost of capital of 10.13%. On May 30, 2024, the RA issued a final order authorizing a revenue increase of $33,600 in 2024 and 2025 based on a weighted average cost of capital of 7.79%. New base rates became effective August 1, 2024.
Empire Electric Arkansas
GRC
On February 14, 2023, filed an application seeking an increase in revenues of $7,300 based on an ROE of 10.25% and an equity ratio of 56% to be phased in over three years. On December 7, 2023, the Arkansas Public Service Commission issued an order approving the settlement agreement authorizing a revenue increase of $5,300. New rates became effective January 1, 2024.




Algonquin Power & Utilities Corp.
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
June 30, 2024 and 2023
(in thousands of U.S. dollars, except as noted and per share amounts)
5.Regulatory matters (continued)
Regulatory assets and liabilities consist of the following:
June 30, December 31,
2024 2023
Regulatory assets
Securitized costs, net (a)
$ 296,918  $ — 
Rate adjustment mechanism 201,051  192,880 
Deferred capitalized costs 147,536  124,517 
Fuel and commodity cost adjustments 101,805  326,418 
Income taxes 99,847  101,939 
Wildfire mitigation and vegetation management (b)
130,564  64,146 
Pension and post-employment benefits 62,736  68,822 
Environmental remediation 60,365  66,779 
Clean energy and other customer programs 31,676  37,214 
Debt premium 15,880  18,995 
Retired generating plant 14,509  183,732 
Asset retirement obligation 13,916  26,620 
Cost of removal 11,084  11,084 
Rate review costs 9,014  8,815 
Long-term maintenance contract 3,948  4,932 
Other 109,612  90,790 
Total regulatory assets $ 1,310,461  $ 1,327,683 
Less: current regulatory assets (185,938) (142,970)
Non-current regulatory assets $ 1,124,523  $ 1,184,713 
Regulatory liabilities
Income taxes $ 273,064  $ 290,121 
Cost of removal 188,840  185,786 
Pension and post-employment benefits 111,556  104,636 
Fuel and commodity cost adjustments 42,491  42,850 
Clean energy and other customer programs 9,746  12,730 
Rate adjustment mechanism 1,119  2,078 
Other 24,348  96,095 
Total regulatory liabilities $ 651,164  $ 734,296 
Less: current regulatory liabilities (88,449) (99,850)
Non-current regulatory liabilities $ 562,715  $ 634,446 
As recovery of regulatory assets is subject to regulatory approval, if there were any changes in regulatory positions that indicate recovery is not probable, the related cost would be charged to earnings in the period of such determination. The Company generally does not earn a return on the regulatory balances except for carrying charges on fuel and commodity cost adjustments, rate adjustment mechanism, clean energy and other customer programs, and rate review costs of some jurisdictions. During the three and six months ended June 30, 2024, the Company recognized $6,030 and $12,729, respectively (2023 - $8,850 and $17,901, respectively) of carrying charges on regulatory balances on the unaudited interim condensed consolidated statements of operations under other income, which was computed using only the debt component of the allowed returned.




Algonquin Power & Utilities Corp.
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
June 30, 2024 and 2023
(in thousands of U.S. dollars, except as noted and per share amounts)
5.Regulatory matters (continued)
(a)Securitized costs, net
On January 30, 2024, The Empire District Electric Company securitized, through the issuance of bonds (see note 7(e)), $301,463 of qualified extraordinary costs associated with the February 2021 extreme winter storm conditions experienced in Texas and parts of the central U.S. (the “Midwest Extreme Weather Event”) and energy transition costs related to the retirement of the Asbury generating plant. The securitized costs will be amortized on a straight-line basis over the life of the bonds. During the three and six months ended June 30, 2024, $5,970 and $8,046, respectively were recorded as amortization expense in the unaudited interim condensed consolidated statements of operations under depreciation and amortization. The bonds will be paid through Securitized Utility Tariff Charges, which are designed to recover the full scheduled principal amount of the bonds along with any associated interest and financing costs.
(b) Wildfire mitigation and vegetation management
On July 12, 2019, California Assembly Bill 1054 (“AB 1054”) was enacted. Pursuant to AB 1054, an electrical corporation may petition the California Public Utilities Commission (“CPUC”) for recovery of costs and expenses arising from a covered wildfire and the CPUC may approve recovery of such costs and expenses that are just and reasonable. Liberty CalPeco tracks its wildfire expense (such as payments to satisfy wildfire claims, including any deductibles, co-insurance and other insurance expense paid, outside legal expense incurred in defense of wildfire claims, payments made for wildfire insurance and related risk-transfer mechanisms and the cost of financing these amounts) through a Wildfire Expense Memorandum Account ("WEMA").The standard for cost recovery under AB 1054 has not been interpreted or applied by the CPUC. The Company will continue to evaluate the probability of recovery based on available evidence and applicable legal determinations.
In relation to the Mountain View Fire, the Company has accrued estimated losses of $172,282 for claims arising out of the Mountain View Fire, against which it has recorded expected recoveries through insurance of $116,000 and WEMA of $56,282. The Company records a receivable for recovery when it is deemed probable that recovery will occur and that the Company can reasonably estimate the amount or its range. While the Company plans to seek recovery of the estimated losses in excess of the available insurance, it is subject to approval by the CPUC pursuant to the standard in AB 1054. Refer to Note 19(a) Commitments and contingencies for details.

6.Long-term investments
Long-term investments consist of the following:
June 30, December 31,
2024 2023
Long-term investments carried at fair value
Atlantica (a)
$ 1,074,736  $ 1,052,703 
 Atlantica Yield Energy Solutions Canada Inc. 51,530  61,064 
Other 1,905  1,962 
$ 1,128,171  $ 1,115,729 
Other long-term investments
Equity-method investees (b)
$ 352,983  $ 456,393 
Development loans receivable from equity-method investees (b)
31,444  158,110 
 Other 27,558  27,417 
$ 411,985  $ 641,920 


Algonquin Power & Utilities Corp.
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
June 30, 2024 and 2023
(in thousands of U.S. dollars, except as noted and per share amounts)
6.Long-term investments (continued)
Income (loss) from long-term investments for the three and six months ended June 30 is as follows:
Three months ended Six months ended
June 30 June 30
2024 2023 2024 2023
Fair value gain (loss) on investments carried at fair value
Atlantica $ 169,902  $ (299,653) $ 22,034  $ (120,449)
Atlantica Yield Energy Solutions Canada Inc. 2,966  (11,763) (7,596) (11,567)
Other 36  134  (10)
$ 172,904  $ (311,410) $ 14,572  $ (132,026)
Dividend and interest income from investments carried at fair value
Atlantica $ 21,788  $ 21,788  $ 43,577  $ 43,577 
Atlantica Yield Energy Solutions Canada Inc. 4,984  4,821  8,875  10,678 
Other 26  17 
$ 26,781  $ 26,616  $ 52,478  $ 54,272 
Other long-term investments
Equity method loss (c)
(9,108) (2,434) (33,375) (153)
Interest and other income 2,034  682  4,483  2,322 
$ (7,074) $ (1,752) $ (28,892) $ 2,169 
Income (loss) from long-term investments
$ 192,611  $ (286,546) $ 38,158  $ (75,585)
(a)Investment in Atlantica
On May 27, 2024, the Company entered into a support agreement (the “Support Agreement”) with a private limited company ("Bidco") controlled by Energy Capital Partners, and Atlantica Sustainable Infrastructure plc ("Atlantica"). Pursuant to the Support Agreement, the Company and its subsidiary Liberty (AY Holdings) B.V. (“AY Holdings”), which holds approximately 42.2% of the outstanding shares of Atlantica, agreed, subject to the terms of the Support Agreement, to cause such shares to be voted in favour of the proposed acquisition by Bidco of 100% of the ordinary shares of Atlantica for $22.00 per share in cash.
(b)Equity-method investees and development loans receivable from equity investees
The Renewable Energy Group has non-controlling interests in operating renewable energy facilities and projects under construction. The Regulated Services Group has non-controlling interests in a power transmission line project under construction and other non-regulated operating entities owned by its utilities. In total, the Company has non-controlling interests in various corporations, partnerships and joint ventures with a total carrying value of $352,983 (December 31, 2023 - $456,393), including investments in variable interest entities ("VIEs") of $90,471 (December 31, 2023 - $179,728).
During the six months ended June 30, 2024, the Company made capital contributions of $9,074 to the Texas Coastal Wind Facilities (Stella, Cranell, East Raymond and West Raymond) and $2,216 to projects under construction.


Algonquin Power & Utilities Corp.
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
June 30, 2024 and 2023
(in thousands of U.S. dollars, except as noted and per share amounts)
6.Long-term investments (continued)
(b)Equity-method investees and development loans receivable from equity investees (continued)
Summarized combined information for AQN's investments in partnerships and joint ventures is as follows:
June 30, December 31,
2024 2023
Total assets $ 2,590,705  $ 3,235,474 
Total liabilities 1,395,474  1,962,115 
Net assets $ 1,195,231  $ 1,273,359 
AQN's ownership interest in the entities 310,885  388,993 
Difference between investment carrying amount and underlying
equity in net assets(a)
42,098  67,400 
AQN's investment carrying amount for the entities $ 352,983  $ 456,393 
(a) The difference between the investment carrying amount and the underlying equity in net assets relates primarily to development fees, interest capitalized while the projects are under construction, the fair value of guarantees provided by the Company in regards to the investments and transaction costs.

Summarized combined information for AQN's equity method investees (presented at 100%) is as follows:

Six months ended
June 30
2024 2023
Revenue $ 67,675  $ 49,467 
Net gain (loss)
(38,136) 1,836 
Other comprehensive income (loss) (a)
27,731  (2,807)
Net loss attributable to AQN
$ (33,375) $ (153)
Other comprehensive income (loss) attributable to AQN (a)
$ 12,182  $ (2,076)
(a) Other comprehensive income (loss) represents the Company’s proportion of the change in fair value, recorded in OCI at the investee level, on energy derivative financial instruments designated as a cash flow hedge.

Development projects are considered VIEs due to the level of equity at risk and the disproportionate voting and economic interests of the shareholders. The Company has committed loan and credit support facilities with some of its equity investees. During construction, the Company has agreed to provide cash advances and credit support for the continued development and construction of the equity investees' projects. As of June 30, 2024, the Company had issued letters of credit and guarantees of performance obligations under: a security of performance for a development opportunity; wind turbine and solar panel supply agreements; interconnection agreements; engineering, procurement and construction agreements; energy purchase agreements; and construction loan agreements. The fair value of the support provided to all equity investees as of June 30, 2024 amounts to $7,681 (December 31, 2023 - $12,666).


Algonquin Power & Utilities Corp.
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
June 30, 2024 and 2023
(in thousands of U.S. dollars, except as noted and per share amounts)
6.Long-term investments (continued)
(b)Equity-method investees and development loans receivable from equity investees (continued)
Summarized combined information for AQN's VIEs is as follows:
June 30, December 31,
2024 2023
AQN's maximum exposure in regards to VIEs
Carrying amount $ 90,471  $ 179,728 
Development loans receivable 31,444  158,110 
Indirect guarantees of debt on behalf of VIEs
405,119  740,866 
Other indirect guarantees and commitments on behalf of VIEs
141,860  303,641 
$ 668,894  $ 1,382,345 
The commitments are presented on a gross basis assuming no recoverable value in the assets of the VIEs. In addition, as of June 30, 2024, the Company had issued $132,022 in letters of credit and guarantees of performance obligations under energy purchase agreements and decommissioning obligations on behalf of operating equity-method investees that are not considered VIEs.
(c)Equity-method gain (loss)
For the three and six months ended June 30, 2024, the Company recorded an unrealized loss of $24,212 and $34,246, respectively, within Income (loss) from long-term investments for certain energy derivatives held by Texas Coastal Wind Facilities (2023 - $nil). Additionally, for the three and six months ended June 30, 2024, the Company recognized a loss due to a prior period adjustment of $nil and $8,481, respectively, related to a Hypothetical Liquidation at Book Value ("HLBV") calculation by its equity-method investment, within Income (loss) from long-term investments.


Algonquin Power & Utilities Corp.
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
June 30, 2024 and 2023
(in thousands of U.S. dollars, except as noted and per share amounts)
7.Long-term debt
Long-term debt consists of the following:
Borrowing type Weighted average coupon Maturity Par value June 30, December 31,
2024 2023
Senior unsecured revolving credit facilities (a)
—  2024-2028 N/A $ 668,876  $ 1,624,186 
Senior unsecured bank credit
facilities and delayed draw term
facility (b)
—  2024-2031 N/A 789,216  786,962 
Commercial paper —  2025 N/A 33,000  481,720 
U.S. dollar borrowings
Senior unsecured notes
(Green Equity Units) (c)
5.37  % 2026 $ 1,140,787  1,135,137  1,144,897 
Senior unsecured notes (d)
4.25  % 2027-2047 $ 2,195,000  2,181,669  1,406,278 
Senior unsecured utility notes 6.30  % 2025-2035 $ 137,000  146,623  147,589 
Senior secured utility bonds (e)
4.82  % 2026-2044 $ 861,681  850,773  551,166 
Construction loan (f)
6.57  % 2024 $ 163,735  163,735  — 
Canadian dollar borrowings
Senior unsecured notes 3.68  % 2027-2050 C$ 1,200,000  873,025  904,604 
Senior secured project notes 10.21  % 2027 C$ 15,097  11,030  12,738 
Chilean Unidad de Fomento borrowings
Senior unsecured utility bonds 3.82  % 2028-2040 CLF 1,463  64,026  70,967 
$ 6,917,110  $ 7,131,107 
Subordinated borrowings
Subordinated unsecured notes 5.25  % 2082 C$ 400,000  $ 288,459  $ 298,382 
Subordinated unsecured notes 5.21  % 2079-2082 $ 1,100,000  1,087,080  1,086,541 
$ 1,375,539  $ 1,384,923 
$ 8,292,649  $ 8,516,030 
Less: current portion (158,278) (621,856)
$ 8,134,371  $ 7,894,174 
Short-term obligations of $864,197 that are expected to be refinanced using the long-term credit facilities are presented as long-term debt.
Long-term debt issued at a subsidiary level (project notes or utility bonds) relating to a specific operating facility is generally collateralized by the respective facility with no other recourse to the Company. Long-term debt issued at a subsidiary level whether or not collateralized generally has certain financial covenants, which must be maintained on a quarterly basis. Non-compliance with the covenants could restrict cash distributions/dividends to the Company from the specific facilities.



Algonquin Power & Utilities Corp.
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
June 30, 2024 and 2023
(in thousands of U.S. dollars, except as noted and per share amounts)
7.Long-term debt (continued)
The following table sets out the bank credit facilities available to AQN and its operating groups:
June 30, December 31,
2024 2023
Revolving and term credit facilities $ 4,589,200  $ 4,562,000 
Funds drawn on facilities/commercial paper issued (1,491,100) (2,892,900)
Letters of credit issued (461,900) (469,100)
Liquidity available under the facilities 2,636,200  1,200,000 
Undrawn portion of uncommitted letter of credit facilities (254,600) (254,100)
Cash on hand 131,633  56,142 
Total liquidity and capital reserves $ 2,513,233  $ 1,002,042 
Recent financing activities:
(a)Senior unsecured revolving credit facilities
On January 29, 2024, the Regulated Services Group amended its senior unsecured revolving credit facility, increasing the limit by $25,000 to $100,000.
As at June 30, 2024, the Senior unsecured revolving credit facility of Bermuda Electric Light Company Limited (the "Bermuda Working Capital Facility") had $25,000 drawn. On June 14, 2024, the Company extended the maturity of the Bermuda Working Capital Facility from June 24, 2024 to August 24, 2024.
(b)Senior unsecured bank credit facilities and delayed draw term facility
On January 8, 2024, the maturity date of the fully drawn $306,500 secured credit facility of Liberty Development Energy Solutions B.V. (the "Margin Loan") was extended to September 30, 2024. The Company reclassified the Margin Loan from redeemable non-controlling interest held by related party to long-term debt as at January 4, 2024. The Company prepaid the fully drawn $306,500 Margin Loan on June 20, 2024.
(c)Senior unsecured notes (Green Equity Units)
On March 28, 2024, the Company successfully remarketed its $1,150,000 aggregate principal amount of 1.18% Senior Notes due June 15, 2026 (the "Notes"). The Notes were originally issued in June 2021, together with the related purchase contracts (the "Purchase Contracts"), as a component of the Company’s corporate units (the "Green Equity Units"). In connection with the remarketing, the interest rate on the Notes was reset to 5.365%, with the maturity date remaining June 15, 2026. The proceeds from the remarketing of the Notes were used, as an interim step prior to the settlement of the Purchase Contracts, to purchase a portfolio of treasury securities maturing on June 13, 2024. The funds generated upon maturity of the treasury portfolio were used on June 17, 2024 to settle the Purchase Contracts.
(d)Senior unsecured notes
On January 12, 2024, Liberty Utilities Co. completed an offering of $500,000 aggregate principal amount of 5.577% senior notes due January 31, 2029 (the "2029 Notes") and $350,000 aggregate principal amount of 5.869% senior notes due January 31, 2034 (the "2034 Notes" and together with the 2029 Notes, the "Senior Notes"). The Senior Notes are unsecured and unsubordinated obligations of Liberty Utilities Co. and rank equally with all of Liberty Utilities Co.’s existing and future unsecured and unsubordinated indebtedness and senior in right of payment to any existing and future Liberty Utilities Co.’s subordinated indebtedness. The 2029 Notes were priced at an issue price of 99.996% of their face value and the 2034 Notes were priced at an issue price of 99.995% of their face value. Liberty Utilities Co. used the net proceeds from the sale of the Senior Notes to repay indebtedness. On April 30, 2024, the Company repaid a $70,000 senior unsecured note on its maturity.





Algonquin Power & Utilities Corp.
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
June 30, 2024 and 2023
(in thousands of U.S. dollars, except as noted and per share amounts)
7.Long-term debt (continued)
(e)Senior secured utility bonds
On January 30, 2024, Empire District Bondco, LLC, a wholly owned subsidiary of The Empire District Electric Company, completed an offering of approximately $180,500 of aggregate principal amount of 4.943% Securitized Utility Tariff Bonds with a maturity date of January 1, 2035 and $125,000 aggregate principal amount of 5.091% Securitized Utility Tariff Bonds with a maturity date of January 1, 2039, to recover previously incurred qualified extraordinary costs associated with the Midwest Extreme Weather Event and energy transition costs related to the retirement of the Asbury generating plant.
(f)Construction loan
Subsequent to the quarter end, on July 19, 2024, the Company repaid a $163,735 third-party construction loan assumed on acquisition of the remaining 50% ownership in the Shady Oaks II Wind Facility as described in note 3(b).
As of June 30, 2024, the Company had accrued $99,851 in interest expense (December 31, 2023 - $74,493). Total interest expenses recognized for the three and six months ended June 30, 2024 and 2023 consist of the following:
Three months ended Six months ended
June 30 June 30
2024 2023 2024 2023
Long-term debt $ 73,169  $ 65,046  $ 139,881  $ 128,814 
Commercial paper, credit facility draws and related fees 39,299  27,714  82,412  52,140 
Accretion of fair value adjustments (5,094) (824) (10,956) (4,223)
Capitalized interest and AFUDC capitalized on regulated property (2,269) (4,420) (5,661) (8,304)
Other 682  2,147  2,635  3,154 
$ 105,787  $ 89,663  $ 208,311  $ 171,581 


Algonquin Power & Utilities Corp.
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
June 30, 2024 and 2023
(in thousands of U.S. dollars, except as noted and per share amounts)
8.Pension and other post-employment benefits
The following tables list the components of net benefit costs for the pension plans and other post-employment benefits ("OPEB") in the unaudited interim condensed consolidated statements of operations for the three and six months ended June 30:
  Pension benefits
Three months ended June 30 Six months ended June 30
  2024 2023 2024 2023
Service cost $ 2,969  $ 3,166  $ 6,053  $ 6,093 
Non-service costs
Interest cost 8,061  7,906  16,494  16,299 
Expected return on plan assets (8,603) (7,947) (17,300) (16,263)
Amortization of net actuarial gains
(321) (71) (712) (195)
Amortization of prior service credits (359) (373) (719) (746)
Impact of regulatory accounts 4,384  4,588  8,755  8,683 
$ 3,162  $ 4,103  $ 6,518  $ 7,778 
Net benefit cost $ 6,131  $ 7,269  $ 12,571  $ 13,871 

  OPEB
Three months ended June 30 Six months ended June 30
  2024 2023 2024 2023
Service cost $ 780  $ 902  $ 1,560  $ 1,891 
Non-service costs
Interest cost 2,674  2,891  5,327  6,329 
Expected return on plan assets (2,644) (2,331) (5,288) (5,077)
Amortization of net actuarial gains
(867) (561) (2,466) (1,122)
Amortization of prior service credits (213) (213) (426) (426)
Impact of regulatory accounts 1,863  1,417  3,748  2,785 
$ 813  $ 1,203  $ 895  $ 2,489 
Net benefit cost $ 1,593  $ 2,105  $ 2,455  $ 4,380 


Algonquin Power & Utilities Corp.
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
June 30, 2024 and 2023
(in thousands of U.S. dollars, except as noted and per share amounts)
9.Other long-term liabilities
Other long-term liabilities consist of the following: 
June 30, December 31,
  2024 2023
Asset retirement obligations $ 120,722  $ 115,611 
Advances in aid of construction 84,220  88,135 
Contingent liability (note 19(a))
172,283  66,000 
Deferred credits and contingent consideration 43,859  40,945 
Environmental remediation obligation 37,676  40,772 
Customer deposits 35,636  36,294 
Lease liabilities 20,024  20,493 
Unamortized investment tax credits 17,068  17,255 
Contingent development support obligations 7,681  12,666 
Hook-up fees 7,510  7,425 
Contract adjustment payments (a)
—  39,590 
Note payable to related party (note 3(c))
—  25,808 
Other 31,128  35,338 
$ 577,807  $ 546,332 
Less: current portion (185,314) (80,458)
$ 392,493  $ 465,874 
(a)Contract adjustment payment
In June 2021, the Company sold 23,000,000 Green Equity Units for total gross proceeds of $1,150,000. Total annual distributions on the Green Equity Units are at a rate of 7.75%, consisting of interest on the notes (1.18% per year) and contract adjustment payments under Purchase Contract (6.57% per year). The present value of the contract adjustment payments was estimated at $222,378 and recorded in other liabilities. The contract adjustment payments amount is accreted over the three-year period. These contract adjustment payments fully settled during the second quarter of 2024.
10.Shareholders’ capital
(a)Common shares
The number of common shares outstanding is as follows:
Six months ended
June 30
2024 2023
Common shares, beginning of period 689,271,039  683,614,803 
Settlement of Purchase Contracts
76,909,700  — 
Exercise of share-based awards
749,522  772,591 
Dividend reinvestment plan
—  4,370,289 
Conversion of convertible debentures
—  1,415 
Common shares, end of period 766,930,261  688,759,098 





Algonquin Power & Utilities Corp.
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
June 30, 2024 and 2023
(in thousands of U.S. dollars, except as noted and per share amounts)
10.Shareholders’ capital (continued)
(a)Common shares (continued)
Settlement of Purchase Contracts
On June 17, 2024, in connection with the settlement of the Purchase Contracts that were components of the Company’s outstanding Green Equity Units, the holders of Green Equity Units received 3.3439 common shares for each such Purchase Contract. The holders' obligations to payments under such Purchase Contracts were satisfied with the proceeds of the treasury portfolio purchased in connection with the successful optional Note remarketing that closed on March 28, 2024. Upon settlement of all outstanding Purchase Contracts, the Company received an aggregate of $1,150,000 in exchange for the issuance of an aggregate of 76,909,700 common shares at an effective issuance price of $14.95 per share.
(b)    Share-based compensation
For the three and six months ended June 30, 2024, AQN recorded $5,172 and $10,282 (2023 - $3,199 and $3,895 respectively) in total share-based compensation expense. The compensation expense is recorded within operating expenses in the unaudited interim condensed consolidated statements of operations. The portion of share-based compensation costs capitalized as cost of construction is insignificant.
As of June 30, 2024, total unrecognized compensation costs related to non-vested share-based awards were $22,953 and are expected to be recognized over a period of 1.4 years.
Stock option plan
During the six months ended June 30, 2024, there were no stock options granted to the executives of the Company.
Performance and restricted share units
During the six months ended June 30, 2024, a total of 2,302,209 performance share units ("PSUs") and restricted share units ("RSUs") were granted to employees of the Company. The awards vest based on the terms of each agreement ranging from January 2024 to January 2027. During the six months ended June 30, 2024, the Company settled 299,256 PSUs and RSUs in exchange for 170,943 common shares issued from treasury, and 128,313 PSUs and RSUs were settled at their cash value as payment for tax withholding related to the settlement of the awards.
During the six months ended June 30, 2024, there were no bonus deferral settlements made by the Company. During the six months ended June 30, 2024, 45,218 bonus deferral RSUs were granted to employees of the Company. The RSUs are 100% vested.
Directors' deferred share units
During the six months ended June 30, 2024, 108,752 deferred share units ("DSUs") were issued pursuant to the election by directors of the Company to defer a percentage of their directors' fee in the form of DSUs. During the six months ended June 30, 2024, the Company settled 368,303 DSUs in exchange for 181,374 common shares issued from treasury, and 186,929 DSUs were settled at their cash value as payment for tax withholding related to the settlement of the awards.
(c)Preferred shares
The dividend rate on the Company’s Cumulative Rate Reset Preferred Shares, Series D (the "Series D Shares") was reset on March 31, 2024 and will, unless redeemed, reset every five years thereafter at a rate equal to the then five-year Government of Canada bond plus 3.28%. Effective March 31, 2024, the dividend rate was reset to 6.853%. The Series D Shares were redeemable at C$25 per share on April 1, 2024, however the Company elected not to exercise its redemption right. The holders of Series D Shares had the right to convert their shares into Cumulative Floating Rate Preferred Shares, Series E (the "Series E Shares"), on April 1, 2024, however fewer than 1,000,000 Series D Shares were tendered for conversion. As a result, no Series E Shares were issued and holders of Series D Shares who tendered their Series D Shares for conversion were not entitled to convert their Series D Shares into Series E Shares.


Algonquin Power & Utilities Corp.
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
June 30, 2024 and 2023
(in thousands of U.S. dollars, except as noted and per share amounts)
11.Accumulated other comprehensive income (loss)
    AOCI consists of the following balances, net of tax:
Foreign currency cumulative translation Unrealized gain (loss) on cash flow hedges Pension and post-employment actuarial changes Total
Balance, January 1, 2023 $ (98,467) $ (97,809) $ 36,213  $ (160,063)
OCI (3,788) 57,351  8,395  61,958 
Amounts reclassified from AOCI to the unaudited interim condensed consolidated statements of operations
(1,598) 2,136  (3,702) (3,164)
Net current period OCI $ (5,386) $ 59,487  $ 4,693  $ 58,794 
OCI attributable to the non-controlling interests (1,017) —  —  (1,017)
Net current period OCI attributable to shareholders of AQN (6,403) 59,487  4,693  57,777 
Balance, December 31, 2023 $ (104,870) $ (38,322) $ 40,906  $ (102,286)
OCI 4,690  45,698  —  50,388 
Amounts reclassified from AOCI to the unaudited interim condensed consolidated statements of operations
(274) (7,046) (5,174) (12,494)
Net current period OCI $ 4,416  $ 38,652  $ (5,174) $ 37,894 
OCI attributable to the non-controlling interests 1,022  —  —  1,022 
Net current period OCI attributable to shareholders of AQN $ 5,438  $ 38,652  $ (5,174) $ 38,916 
Balance, June 30, 2024 $ (99,432) $ 330  $ 35,732  $ (63,370)
Amounts reclassified from AOCI for foreign currency cumulative translation affected derivative gain (loss). Those for unrealized gain (loss) on cash flow hedges affected revenue from non-regulated energy sales, interest expense and derivative gain (loss); while those for pension and other post-employment actuarial changes affected pension and other post-employment non-service costs.


















Algonquin Power & Utilities Corp.
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
June 30, 2024 and 2023
(in thousands of U.S. dollars, except as noted and per share amounts)
12.Dividends
All dividends of the Company are made on a discretionary basis as determined by the board of directors of the Company. The Company declares and pays the dividends on its common shares in U.S. dollars. Dividends declared were as follows:
Three months ended June 30
2024 2023
Dividend Dividend per share Dividend Dividend per share
Common shares $ 83,740  $ 0.1085  $ 75,379  $ 0.1085 
Series A preferred shares C$ 1,973  C$ 0.4110  C$ 1,549  C$ 0.3226 
Series D preferred shares C$ 1,713  C$ 0.4283  C$ 1,273  C$ 0.3182 
Six months ended June 30
2024 2023
Dividend Dividend per share Dividend Dividend per share
Common shares $ 159,207  $ 0.2170  $ 150,765  $ 0.2170 
Series A preferred shares C$ 3,946  C$ 0.8220  C$ 3,097  C$ 0.6453 
Series D preferred shares C$ 2,986  C$ 0.7465  C$ 2,546  C$ 0.6364 
13.Related party transactions
(a)Equity-method investments
The Company provides administrative and development services to its equity-method investees and is reimbursed for incurred costs. To that effect, during the three and six months ended June 30, 2024, the Company charged its equity-method investees $16,445 and $29,067 (2023 - $12,773 and $42,074, respectively).
Additionally, up to January 4, 2024, Liberty Development JV Inc., which was an equity-investee of the Company that was the Company’s joint venture with funds managed by Infrastructure and Power strategy of Ares Management, LLC for its non-regulated development platform, provided development services to the Company on specified projects, for which it earned a development fee upon reaching certain milestones. However, during the six months ended June 30, 2024 no such development fees were charged to the Company (2023 - $nil).
On January 4, 2024, the Company acquired the remaining 50% ownership in Liberty Development JV Inc. See note 3(f) for details.
(b)Redeemable non-controlling interest held by related party
Liberty Development Energy Solutions B.V., which was an equity investee of the Company up to January 4, 2024, had a Margin Loan in the amount of $306,500 with a previous maturity date of January 26, 2024. On January 4, 2024, Algonquin (AY Holdco) B.V., a consolidated subsidiary of the Company, acquired the remaining 50% ownership in Liberty Development Energy Solutions B.V. (see note 3(f) for more details). On January 8, 2024, the maturity date of the Margin Loan was extended to September 30, 2024. The Company prepaid the Margin Loan on June 20, 2024 (see Note 7(b)).





Algonquin Power & Utilities Corp.
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
June 30, 2024 and 2023
(in thousands of U.S. dollars, except as noted and per share amounts)
13.Related party transactions (continued)
(b)Redeemable non-controlling interest held by related party (continued)
Liberty Development Energy Solutions B.V. has a preference share ownership in AY Holdings, which AQN previously reflected as redeemable non-controlling interest held by related party.
During the three and six months ended June 30, 2024, the Company incurred non-controlling interest attributable to Liberty Development Energy Solutions B.V. of $nil (2023 - $6,348 and $12,399, respectively) and recorded distributions of $nil (2023 - $6,302 and $12,300, respectively).
(c)Non-controlling interest held by related party
Non-controlling interest held by related party represents an interest in a consolidated subsidiary of the Company, acquired by Atlantica Yield Energy Solutions Canada Inc. ("AYES Canada") in May 2019 for $96,752 (C$130,103). During the three and six months ended June 30, 2024, the Company recorded distributions of $nil (2023 - $4,921 and $10,979, respectively).
(d)     Transactions with Atlantica
On April 9, 2024, Algonquin Power Fund (America), LLC, a wholly owned subsidiary of the Company, sold its 100% equity interest in the Cedar 1 Solar Project to Ashusa Inc., a subsidiary of Atlantica, for consideration of $11,707 consisting of costs incurred to the date of sale, as well as development services provided post-sale related to obtaining an offtake agreement. The Company recognized $3,397 within other revenue in the unaudited interim condensed consolidated statement of operations for the three and six months ended June 30, 2024.
The above related party transactions have been recorded at the exchange amounts agreed to by the parties to the transactions.
14.Non-controlling interests and redeemable non-controlling interests
Net effect attributable to non-controlling interests consists of the following:
Three months ended Six months ended
June 30 June 30
2024 2023 2024 2023
HLBV and other adjustments attributable to:
Non-controlling interests - tax equity partnership units $ 49,121  $ 25,172  $ 89,328  $ 59,743 
Non-controlling interests - redeemable tax equity partnership units 331  331  662  662 
Other net earnings attributable to:
Non-controlling interests (7,727) (10,064) (17,106) (18,387)
$ 41,725  $ 15,439  $ 72,884  $ 42,018 
Redeemable non-controlling interest, held by related party —  (6,349) —  (12,399)
Net effect of non-controlling interests
$ 41,725  $ 9,090  $ 72,884  $ 29,619 
The non-controlling tax equity investors ("tax equity partnership units") in the Company's U.S. wind power and solar power generating facilities are entitled to allocations of earnings, tax attributes and cash flows in accordance with contractual agreements. The share of earnings attributable to the non-controlling interest holders in these subsidiaries is calculated using the HLBV method of accounting.


Algonquin Power & Utilities Corp.
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
June 30, 2024 and 2023
(in thousands of U.S. dollars, except as noted and per share amounts)
15.Income taxes
For the three and six months ended June 30, 2024, the income tax recovery in the unaudited interim condensed consolidated statements of operations represents an effective tax rate different than the Canadian enacted statutory rate of 26.5%. The differences are as follows:
Three months ended Six months ended
June 30 June 30
2024 2023 2024 2023
Expected income tax (recovery) expense at Canadian statutory rate $ 40,622  $ (84,596) $ 5,746  $ (11,903)
Increase (decrease) resulting from:
Effect of differences in tax rates on transactions in and within foreign jurisdictions and change in tax rates (2,702) (5,560) (3,863) (16,718)
Adjustments from investments carried at fair value (24,817) 40,357  (4,734) 11,092 
Change in valuation allowance (10,058) 676  (13,846) (791)
Non-controlling interests share of income 10,468  2,201  16,470  12,393 
Tax credits (17,160) (8,095) (20,463) (20,505)
Amortization and settlement of excess deferred income tax (1,794) (2,456) (3,305) (6,207)
Foreign exchange difference and other
213  1,515  7,464  1,382 
Income tax recovery
$ (5,228) $ (55,958) $ (16,531) $ (31,257)
The following table illustrates the movement in the deferred tax valuation allowance: 
Three months ended Six months ended
June 30 June 30
2024 2023 2024 2023
Beginning balance $ 95,554  $ 97,396  $ 97,344  $ 107,583 
Charged to income tax expense (recovery)
(10,058) 676  (13,846) (791)
Charged (reduction) to OCI (5,507) (6,418) (3,509) (15,138)
Ending balance $ 79,989  $ 91,654  $ 79,989  $ 91,654 
The Company’s overall net deferred tax asset position related to Canadian attributes increased from $151,759 to $152,705 during the six months ended June 30, 2024. As at June 30, 2024, it is considered more likely than not that there will be sufficient taxable income in the future that will allow realization of these net deferred tax assets. The Company considered all evidence, both positive and negative, including the announcement of the sale of the renewable energy business, the availability of tax planning strategies and the carryforward period of its Canadian net operating losses in making this assessment. The Company will continue to monitor this position as at each consolidated balance sheet date.
On June 20, 2024, Canada enacted significant tax legislation, including the Excessive Interest and Financing Expenses Limitation rules and legislation for the Global Minimum Tax Act. The enactment had no material impact on the financial results of the Company for the three and six months ended June 30, 2024.
The Company recorded a tax benefit for renewable energy credits in the three and six months ended June 30, 2024, of $17,160 and $20,463, respectively (2023 - $8,095 and $20,505, respectively). The credits recorded during the three and six months ended June 30, 2024, include $10,372 for a solar facility placed in service in 2023 that is eligible for an energy community bonus tax credit adder.





Algonquin Power & Utilities Corp.
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
June 30, 2024 and 2023
(in thousands of U.S. dollars, except as noted and per share amounts)
15.Income taxes (continued)

Renewable energy tax credits generated can be transferred to an unrelated purchaser for cash and are accounted for under ASC 740 – Income Taxes. For the three and six months ended June 30, 2024, the Company transferred renewable energy tax credits of $55,231 (2023 - $nil) for cash. The proceeds from the transfer are included in the cash paid (received) during the period for income taxes - net within the supplemental disclosures of cash flow information on the unaudited interim condensed consolidated statement of cash flows.

16.Other net losses
Other net losses consist of the following:
Three months ended Six months ended
June 30 June 30
2024 2023 2024 2023
Renewable energy business sale costs (a)
5,323  5,390  11,232  5,390 
Kentucky termination costs (b)
—  43,808  —  46,527 
Acquisition-related settlement payment
—  (11,983) —  (11,983)
Other (c)
11,738  3,152  16,430  3,895 
$ 17,061  $ 40,367  $ 27,662  $ 43,829 
(a)Renewable energy business sale costs
On August 10, 2023, the Company announced that it is pursuing a sale of its renewable energy business. For the three and six months ended June 30, 2024, the Company incurred costs of $5,323 and $11,232, respectively (2023 - $5,390 and $5,390, respectively), related to this process.
(b)Kentucky termination costs
On April 17, 2023, Liberty Utilities Co. mutually agreed with American Electric Power Company, Inc. and AEP Transmission Company, LLC to terminate the purchase agreement for Kentucky Power Company and AEP Kentucky Transmission Company, Inc. The Company recognized losses of $43,808 for the three months ended June 30, 2023 and $46,527 for the six months ended June 30, 2023, for write-off costs related to capitalized costs which were primarily related to the implementation of an enterprise software solution, transaction costs, severance costs, and other termination costs.
(c)Other
Other losses primarily consist of remarketing fees related to the remarketing of the Notes forming a component of the Green Equity Units, post-closing adjustments related to the sale of the Windsor Locks Thermal Facility and other miscellaneous write-offs.
17.Basic and diluted net earnings (loss) per share
Basic and diluted earnings (loss) per share have been calculated on the basis of earnings (loss) attributable to the common shareholders of the Company and the weighted average number of common shares and bonus deferral restricted share units outstanding. Diluted net earnings (loss) per share is computed using the weighted-average number of common shares, additional shares issued subsequent to quarter-end under the dividend reinvestment plan, and, if dilutive, potential incremental common shares related to the convertible debentures or resulting from the application of the treasury stock method to the Green Equity Units (note 7), as applicable, and the weighted average number of outstanding share options, PSUs, RSUs and DSUs outstanding during the period.







Algonquin Power & Utilities Corp.
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
June 30, 2024 and 2023
(in thousands of U.S. dollars, except as noted and per share amounts)
17.Basic and diluted net earnings (loss) per share (continued)
The reconciliation of the net earnings (loss) and the weighted average shares used in the computation of basic and diluted earnings (loss) per share are as follows:
Three months ended Six months ended
June 30 June 30
2024 2023 2024 2023
Net earnings (loss) attributable to shareholders of AQN 200,766  (253,231) $ 111,620  $ 16,908 
Series A preferred share dividend
1,448  1,142  2,203  2,290 
Series D preferred share dividend
1,257  938  2,914  1,882 
Net earnings (loss) attributable to common shareholders of AQN – basic and diluted $ 198,061  $ (255,311) $ 106,503  $ 12,736 
Weighted average number of shares
Basic 701,593,792  687,847,010  695,700,444  688,277,615 
Effect of dilutive securities 2,360,493  —  2,039,030  2,838,682 
Diluted 703,954,285  687,847,010  697,739,474  691,116,297 
This calculation of diluted shares excludes the potential impact of 6,118,555 incremental shares that may become issuable pursuant to outstanding securities of the Company for the three months ended June 30, 2024, and 6,126,908 securities for the six months ended June 30, 2024 as they are anti-dilutive. This calculation of diluted shares for the six months ended June 30, 2023 excludes the potential impact of 6,350,530 securities, as they are anti-dilutive.
18.Segmented information
The Company is managed under two primary business units consisting of the Regulated Services Group and the Renewable Energy Group. The two business units are the two segments of the Company.
The Regulated Services Group, the Company's regulated operating unit, primarily owns and operates a portfolio of electric, natural gas, water distribution wastewater collection, and natural gas utility systems and transmission operations in the United States, Canada, Bermuda and Chile; the Renewable Energy Group, the Company's non-regulated operating unit, primarily owns and operates, or has investments in, a diversified portfolio of renewable and thermal energy generation assets.
The Company announced that it is pursuing a sale of its renewable energy business. The anticipated sale has not met the accounting requirements to be presented as held for sale as of June 30, 2024.
For the purposes of evaluating the performance of the business units, the Company allocates the realized portion of any gains or losses on financial instruments to the specific business units. Dividend income from Atlantica and AYES Canada is included in the operations of the Renewable Energy Group, while interest income from San Antonio Water System is included in the operations of the Regulated Services Group. Equity method gains and losses are included in the operations of the Regulated Services Group or Renewable Energy Group based on the nature of the activities of the investees. The change in value of investments carried at fair value, unrealized portion of any gains or losses on derivative instruments not designated in a hedging relationship and foreign exchange gains and losses are not considered in management’s evaluation of divisional performance and are, therefore, allocated and reported under Corporate.


Algonquin Power & Utilities Corp.
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
June 30, 2024 and 2023
(in thousands of U.S. dollars, except as noted and per share amounts)
18.Segmented information (continued)
  Three months ended June 30, 2024
  Regulated Services Group Renewable Energy Group Corporate Total
Revenue (1)(2)
$ 491,312  $ 78,661  $ —  $ 569,973 
Other revenue 13,940  14,518  195  28,653 
Fuel, power and water purchased 108,934  691  —  109,625 
Net revenue 396,318  92,488  195  489,001 
Operating expenses (3)
215,708  47,758  2,402  265,868 
Depreciation and amortization 100,120  36,553  239  136,912 
Loss on foreign exchange —  —  4,284  4,284 
Operating income
80,490  8,177  (6,730) 81,937 
Interest expense (49,476) (18,624) (37,687) (105,787)
Income from long-term investments and other income
7,456  17,667  173,518  198,641 
Other expenses (8,537) (7,886) (4,555) (20,978)
Earnings (loss) before income taxes $ 29,933  $ (666) $ 124,546  $ 153,813 
Capital expenditures (4)
$ 167,834  $ 36,502  $ —  $ 204,336 
(1) Renewable Energy Group revenue includes $6,965 related to net hedging gain from energy derivative contracts and availability credits for the three months ended June 30, 2024 that do not represent revenue recognized from contracts with customers.
(2) Regulated Services Group revenue includes $15,334 related to alternative revenue programs for the three months ended June 30, 2024 that do not represent revenue recognized from contracts with customers.
(3) Operating expenses for the Renewable Energy Group include development costs of $7,734 and other operating costs (previously called administrative expenses) of $6,709 for the three months ended June 30, 2024.
(4) Excludes Property, plant and equipment acquired through the assumption of debt.


Algonquin Power & Utilities Corp.
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
June 30, 2024 and 2023
(in thousands of U.S. dollars, except as noted and per share amounts)
18.Segmented information (continued)
  Three months ended June 30, 2023
  Regulated Services Group Renewable Energy Group Corporate Total
Revenue (1)(2)
$ 533,642  $ 71,694  $ —  $ 605,336 
Other revenue 12,791  9,380  364  22,535 
Fuel, power and water purchased 138,374  3,782  —  142,156 
Net revenue 408,059  77,292  364  485,715 
Operating expenses (3)
228,847  38,367  (40) 267,174 
Depreciation and amortization 84,754  33,291  403  118,448 
Gain on foreign exchange —  —  6,379  6,379 
Operating income
94,458  5,634  (6,378) 93,714 
Interest expense (42,724) (16,420) (30,519) (89,663)
Income (loss) from long-term investments and other income
9,332  22,842  (309,870) (277,696)
Other expenses (41,010) (1,197) (2,427) (44,634)
Earnings (loss) before income taxes $ 20,056  $ 10,859  $ (349,194) $ (318,279)
Capital expenditures (4)
$ 225,505  $ 19,704  $ —  $ 245,209 
(1) Renewable Energy Group revenue includes $4,328 related to net hedging gain from energy derivative contracts and availability credits for the three months ended June 30, 2023 that do not represent revenue recognized from contracts with customers.
(2) Regulated Services Group revenue includes $9,083 related to alternative revenue programs for the three months ended June 30, 2023 that do not represent revenue recognized from contracts with customers.
3) Operating expenses for the Renewable Energy Group include development costs of $3,274 and other operating costs of $7,356 for the three months ended June 30 2023.
(4) Excludes Property, plant and equipment acquired through the assumption of debt.


Algonquin Power & Utilities Corp.
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
June 30, 2024 and 2023
(in thousands of U.S. dollars, except as noted and per share amounts)
18.Segmented information (continued)
  Six months ended June 30, 2024
Regulated Services Group Renewable Energy Group Corporate Total
Revenue (1)(2)
$ 1,116,143  $ 163,237  $ —  $ 1,279,380 
Other revenue 25,689  30,052  605  56,346 
Fuel, power and water purchased 306,738  4,229  —  310,967 
Net revenue 835,094  189,060  605  1,024,759 
Operating expenses (3)
423,239  101,353  3,061  527,653 
Depreciation and amortization 192,140  73,812  500  266,452 
Loss on foreign exchange
—  —  16,141  16,141 
Operating income (loss) 219,715  13,895  (19,097) 214,513 
Interest expense (98,186) (38,419) (71,706) (208,311)
Income from long-term investments and other income
15,377  19,689  15,821  50,887 
Other expenses (12,228) (9,198) (13,458) (34,884)
Earnings (loss) before income taxes $ 124,678  $ (14,033) $ (88,440) $ 22,205 
Capital expenditures (4)
351,048  65,834  —  416,882 
June 30, 2024
Property, plant and equipment $ 9,051,366  $ 4,120,034  $ 27,800  $ 13,199,200 
Investments carried at fair value 1,905  1,126,266  —  1,128,171 
Equity-method investees 39,012  313,971  —  352,983 
Total assets 12,690,910  5,809,815  365,649  18,866,374 
(1) Renewable Energy Group revenue includes $16,614 related to net hedging gain from energy derivative contracts and availability credits for the six months ended June 30, 2024 that do not represent revenue recognized from contracts with customers.
(2) Regulated Services Group revenue includes $18,301 related to alternative revenue programs for the six months ended June 30, 2024 that do not represent revenue recognized from contracts with customers.
(3) Operating expenses for the Renewable Energy Group include development costs of $16,290 and other operating costs (previously called administrative expenses) of $12,738 for the six months ended June 30, 2024.
(4) Excludes Property, plant and equipment acquired through the assumption of debt.



Algonquin Power & Utilities Corp.
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
June 30, 2024 and 2023
(in thousands of U.S. dollars, except as noted and per share amounts)
18.Segmented information (continued)
  Six months ended June 30, 2023
Regulated Services Group Renewable Energy Group Corporate Total
Revenue (1)(2)
$ 1,208,174  $ 150,410  $ —  $ 1,358,584 
Other revenue 26,438  20,751  725  47,914 
Fuel, power and water purchased 405,524  11,588  —  417,112 
Net revenue 829,088  159,573  725  989,386 
Operating expenses (3)
425,699  78,796  799  505,294 
Depreciation and amortization 170,611  68,836  642  240,089 
Loss on foreign exchange
—  —  7,815  7,815 
Operating income (loss) 232,778  11,941  (8,531) 236,188 
Interest expense (81,202) (31,315) (59,064) (171,581)
Income (loss) from long-term investments and other income
19,660  52,584  (129,928) (57,684)
Other expenses (45,259) (1,197) (4,435) (50,891)
Earnings (loss) before income taxes $ 125,977  $ 32,013  $ (201,958) $ (43,968)
Capital expenditures (4)
372,886  42,072  —  414,958 
December 31, 2023
Property, plant and equipment $ 8,945,637  $ 3,539,069  $ 32,744  $ 12,517,450 
Investments carried at fair value 1,962  1,113,767  —  1,115,729 
Equity-method investees 112,180  343,712  501  456,393 
Total assets 12,658,955  5,367,011  347,995  18,373,961 
(1) Renewable Energy Group revenue includes $11,527 related to net hedging gain from energy derivative contracts and availability credits for the six months ended June 30, 2023 that do not represent revenue recognized from contracts with customers.
(2) Regulated Services Group revenue includes $12,789 related to alternative revenue programs for the six months ended June 30, 2023 that do not represent revenue recognized from contracts with customers.
(3) Operating expenses for the Renewable Energy Group include development costs of $7,261 and other operating costs of $11,088 for the six months ended June 30 2023.
(4) Excludes Property, plant and equipment acquired through the assumption of debt.
The majority of non-regulated energy sales are earned from contracts with large public utilities. The Company has sought to mitigate its credit risk by selling energy to large utilities in various North American locations. None of the utilities contribute more than 10% of total revenue.











Algonquin Power & Utilities Corp.
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
June 30, 2024 and 2023
(in thousands of U.S. dollars, except as noted and per share amounts)
18.Segmented information (continued)
AQN operates in the independent power and utility industries in the United States, Canada and other regions. Information on operations by geographic area is as follows:
Three months ended June 30 Six months ended June 30
2024 2023 2024 2023
Revenue
United States $ 467,747  $ 503,777  $ 1,069,326  $ 1,144,201 
Canada 37,391  37,788  87,886  90,916 
Other regions 93,488  86,306  178,514  171,381 
$ 598,626  $ 627,871  $ 1,335,726  $ 1,406,498 
Revenue is attributed to the regions based on the location of the underlying generating and utility facilities.
19. Commitments and contingencies
(a)Contingencies
AQN and its subsidiaries are involved in various claims and litigation arising out of the ordinary course and conduct of its business. Although such matters cannot be predicted with certainty, management does not consider AQN’s exposure to such litigation to be material to these unaudited interim condensed consolidated financial statements. Accruals for any contingencies related to these items are recorded in the unaudited interim condensed consolidated financial statements at the time it is concluded that their occurrence is probable and the related liability is estimable.
Mountain View Fire
On November 17, 2020, a wildfire now known as the Mountain View Fire occurred in the territory of Liberty Utilities (CalPeco Electric) LLC ("Liberty CalPeco"). The cause of the fire remains under investigation, and CAL FIRE has not yet released its final report. There are currently 22 lawsuits that name certain subsidiaries of the Company as defendants in connection with the Mountain View Fire, as well as a non-litigation claim brought by the U.S. Department of Agriculture seeking reimbursement for alleged fire suppression costs and a notice from the U.S. Bureau of Land Management seeking damages for the alleged burning of public lands without authorization. Fifteen lawsuits are brought by groups of individual plaintiffs alleging causes of action including negligence, inverse condemnation, nuisance, trespass, and violations of Cal. Pub. Util. Code 2106 and Cal. Health and Safety Code 13007 (one of these 15 lawsuits also alleges the wrongful death of an individual and various subrogation claims on behalf of insurance companies). On March 6, 2024, a trial commenced in Los Angeles County Superior Court on four bellwether cases with respect to inverse condemnation liability only; the trial has been stayed until August 12, 2024. If the Company's subsidiaries were found liable in those cases, the damages, if any, would not be determined at this trial. In another lawsuit, County of Mono, Antelope Valley Fire Protection District, and Bridgeport Indian Colony allege similar causes of action and seek damages for fire suppression costs, law enforcement costs, property and infrastructure damage, and other costs. In six other lawsuits, insurance companies allege inverse condemnation and negligence and seek recovery of amounts paid and to be paid to their insureds. The likelihood of success in these lawsuits is uncertain. Liberty CalPeco intends to vigorously defend them. The Company accrued estimated losses of $172,282 for claims related to the Mountain View Fire, against which Liberty CalPeco has recorded expected recoveries through insurance of $116,000 and the WEMA of $56,282. The resulting net charge to earnings was $nil. The estimate of losses is subject to change as additional information becomes available. The actual amount of losses may be higher or lower than these estimates. While the Company may incur a material loss in excess of the amount accrued, the Company cannot estimate the upper end of the range of reasonably possible losses that may be incurred. The Company has wildfire liability insurance that is expected to apply up to applicable policy limits.





Algonquin Power & Utilities Corp.
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
June 30, 2024 and 2023
(in thousands of U.S. dollars, except as noted and per share amounts)
19.Commitments and contingencies (continued)
(b)Commitments
In addition to the commitments related to the development projects disclosed in note 6, the following significant commitments exist as of June 30, 2024.
AQN has outstanding purchase commitments for power purchases, natural gas supply and service agreements, service agreements, capital project commitments and land easements. Detailed below are estimates of future commitments under these arrangements: 
Year 1 Year 2 Year 3 Year 4 Year 5 Thereafter Total
Power purchase (1)
$ 60,458  $ 25,890  $ 12,434  $ 12,680  $ 12,894  $ 123,350  $ 247,706 
Natural gas supply and service agreements (2)
97,983  71,485  51,892  45,828  40,147  198,234  505,569 
Service agreements 75,445  64,981  54,811  56,233  54,407  248,746  554,623 
Capital projects 4,399  —  —  —  —  —  4,399 
Land easements and others 16,330  16,725  16,984  17,170  17,420  597,528  682,157 
Total $ 254,615  $ 179,081  $ 136,121  $ 131,911  $ 124,868  $ 1,167,858  $ 1,994,454 
(1)    Power purchase: AQN’s electric distribution facilities have commitments to purchase physical quantities of power for load serving requirements. The commitment amounts included in the table above are based on market prices as at June 30, 2024. However, the effects of purchased power unit cost adjustments are mitigated through a purchased power rate-adjustment mechanism.
(2)     Natural gas supply and service agreements: AQN’s natural gas distribution facilities and thermal generation facilities have commitments to purchase physical quantities of natural gas under contracts for purposes of load serving requirements and of generating power.
20.Non-cash operating items
The changes in non-cash operating items consist of the following:
Three months ended Six months ended
June 30 June 30
2024 2023 2024 2023
Accounts receivable $ 107,205  $ 21,450  $ 97,316  $ 35,213 
Fuel and natural gas in storage (3,344) (12,837) (715) 19,657 
Supplies and consumables inventory (1,128) (11,678) (8,631) (22,454)
Income taxes recoverable 1,872  5,134  3,963  5,683 
Prepaid expenses 21,102  13,231  18,770  6,183 
Accounts payable, accrued liabilities and other
(31,106) 92,826  (60,310) (110,147)
Current income tax liability 3,603  (1,039) 3,603  2,563 
Net regulatory assets and liabilities (27,651) 5,293  (37,986) 9,946 
$ 70,553  $ 112,380  $ 16,010  $ (53,356)


Algonquin Power & Utilities Corp.
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
June 30, 2024 and 2023
(in thousands of U.S. dollars, except as noted and per share amounts)
21.Financial instruments
(a)Fair value of financial instruments
June 30, 2024 Carrying
amount
Fair
value
Level 1 Level 2 Level 3
Long-term investments carried at fair value $ 1,128,171  $ 1,128,171  $ 1,076,642  $ —  $ 51,529 
Development loans and other receivables 31,479  43,491  —  43,491  — 
Derivative instruments:
Interest rate swaps designated as a hedge 95,723  95,723  —  95,723  — 
Congestion revenue rights not designated as hedge 10,971  10,971  —  —  10,971 
Cross-currency swap designated as a net investment hedge 10,064  10,064  —  10,064  — 
Commodity contracts for regulatory operations 75  75  —  75  — 
Total derivative instruments 116,833  116,833  —  105,862  10,971 
Total financial assets $ 1,276,483  $ 1,288,495  $ 1,076,642  $ 149,353  $ 62,500 
Long-term debt $ 8,292,649  $ 8,783,756  $ 2,223,829  $ 6,559,927  $ — 
Convertible debentures 229  262  262  —  — 
Derivative instruments:
Energy contracts designated as a cash flow hedge 85,630  85,630  —  —  85,630 
Energy contracts not designated as hedge 6,505  6,505  —  —  6,505 
Cross-currency swap designated as a net investment hedge 23,203  23,203  —  23,203  — 
Cross-currency swap designated as a cash flow hedge 13,783  13,783  —  13,783  — 
Commodity contracts for regulated operations 936  936  —  936  — 
Total derivative instruments 130,057  130,057  —  37,922  92,135 
Total financial liabilities $ 8,422,935  $ 8,914,075  $ 2,224,091  $ 6,597,849  $ 92,135 













Algonquin Power & Utilities Corp.
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
June 30, 2024 and 2023
(in thousands of U.S. dollars, except as noted and per share amounts)
21. Financial instruments (continued)
(a)Fair value of financial instruments (continued)
December 31, 2023 Carrying
amount
Fair
value
Level 1 Level 2 Level 3
Long-term investments carried at fair value $ 1,115,729  $ 1,115,729  $ 1,054,665  $ —  $ 61,064 
Development loans and other receivables 158,110  155,735  —  155,735  — 
Derivative instruments:
Interest rate swap designated as a hedge 72,936  72,936  —  72,936  — 
Interest rate cap not designated as a hedge
1,854  1,854  —  1,854  — 
Congestion revenue
rights not designated as hedge
8,458  8,458  —  —  8,458 
Total derivative instruments 83,248  83,248  —  74,790  8,458 
Total financial assets $ 1,357,087  $ 1,354,712  $ 1,054,665  $ 230,525  $ 69,522 
Long-term debt $ 8,516,030  $ 7,423,318  $ 2,532,608  $ 4,890,710  $ — 
Notes payable to related party 25,808  15,320  —  15,320  — 
Convertible debentures 230  276  276  —  — 
Derivative instruments:
Energy contracts designated as a cash flow hedge 68,070  68,070  —  —  68,070 
Energy contracts not designated as hedge 5,593  5,593  —  —  5,593 
Cross-currency swap designated as a net investment hedge 10,533  10,533  —  10,533  — 
Currency forward contract designated as hedge 6,779  6,779  —  6,779  — 
Interest rate swaps designated as a hedge 11,790  11,790  —  11,790  — 
Cross-currency swap designated as a cash flow hedge 5,547  5,547  —  5,547  — 
Commodity contracts for regulated operations 2,564  2,564  —  2,564  — 
Total derivative instruments 110,876  110,876  —  37,213  73,663 
Total financial liabilities $ 8,652,944  $ 7,549,790  $ 2,532,884  $ 4,943,243  $ 73,663 





Algonquin Power & Utilities Corp.
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
June 30, 2024 and 2023
(in thousands of U.S. dollars, except as noted and per share amounts)
21.Financial instruments (continued)
(a)Fair value of financial instruments (continued)
The Company has determined that the carrying value of its short-term financial assets and liabilities approximates their fair value as of June 30, 2024 and December 31, 2023 due to the short-term maturity of these instruments.
The fair value of the investment in Atlantica (level 1) is measured at the closing price on the NASDAQ stock exchange.
The fair value of development loans and other receivables (level 2) is determined using a discounted cash flow method, using estimated current market rates for similar instruments adjusted for estimated credit risk as determined by management. 
The Company’s level 1 fair value of long-term debt is measured at the closing price on the NYSE and the Canadian over-the-counter closing price. The Company’s level 2 fair value of long-term debt at fixed interest rates has been determined using a discounted cash flow method and current interest rates. The Company's level 2 fair value of convertible debentures has been determined as the greater of their face value and the quoted value of AQN's common shares on a converted basis.
The Company’s level 2 fair value derivative instruments primarily consist of swaps, options, rights, subscription agreements and forward physical derivatives where market data for pricing inputs are observable. Level 2 pricing inputs are obtained from various market indices and utilize discounting based on quoted interest rate curves, which are observable in the marketplace.
The Company’s level 3 instruments consist of energy contracts for electricity sales, congestion revenue rights ("CRRs") and the Company's investment in AYES Canada. The significant unobservable inputs used in the fair value measurement of energy contracts are the internally developed forward market prices ranging from $18.90 to $154.55 with a weighted average of $39.17 as of June 30, 2024. The weighted average forward market prices are developed based on the quantity of energy expected to be sold monthly and the expected forward price during that month. The change in the fair value of the energy contracts is detailed in notes 21(b)(ii) and 21(b)(iv). The significant unobservable inputs used in the fair value measurement of CRRs are recent CRR auction prices ranging from $nil to $31.95 with a weighted average of $4.53 as of June 30, 2024. The significant unobservable inputs used in the fair value measurement of the Company's AYES Canada investment are the expected cash flows, the discount rates applied to these cash flows ranging from 8.10% to 8.60% with a weighted average of 8.26%, and the expected volatility of Atlantica's share price ranging from 27.47% to 33.19% as of June 30, 2024. Significant increases (decreases) in expected cash flows or increases (decreases) in discount rate in isolation would have resulted in a significantly lower (higher) fair value measurement.
(b)Derivative instruments
Derivative instruments are recognized on the unaudited interim condensed consolidated balance sheets as either assets or liabilities and measured at fair value at each reporting period.
(i)Commodity derivatives - regulated accounting
The Company uses derivative financial instruments to reduce the cash flow variability associated with the purchase price for a portion of future natural gas purchases associated with its regulated natural gas and electric service territories. The Company’s strategy is to minimize fluctuations in natural gas sale prices to regulated customers. As at June 30, 2024, the commodity volume, in dekatherms, associated with the above derivative contracts was 2,262,896.









Algonquin Power & Utilities Corp.
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
June 30, 2024 and 2023
(in thousands of U.S. dollars, except as noted and per share amounts)
21.Financial instruments (continued)
(b)Derivative instruments (continued)
(i)Commodity derivatives – regulated accounting (continued)
The accounting for these derivative instruments is subject to guidance for rate regulated enterprises. Therefore, the fair value of these derivatives is recorded as current or long-term assets and liabilities, with offsetting positions recorded as regulatory assets and regulatory liabilities in the unaudited interim condensed consolidated balance sheets. Most of the gains or losses on the settlement of these contracts are included in the calculation of the fuel and commodity cost adjustments (note 5). As a result, the changes in fair value of these natural gas derivative contracts and their offsetting adjustment to regulatory assets and liabilities had no earnings impact.
(ii)Cash flow hedges
The Company has sought to reduce the price risk on the expected future sale of power generation at the Sandy Ridge, Senate, Minonk and Sugar Creek Wind Facilities by entering into the following long-term energy derivative contracts. 
Notional quantity
(MW-hrs)
Expiry Receive average
prices (per MW-hr)
Pay floating price
(per MW-hr)
3,245,679  September 2030 $24.54 Illinois Hub
287,686   December 2028 $29.14 PJM Western HUB
1,220,001   December 2027 $21.31 NI HUB
1,137,027   December 2027 $36.46 ERCORT North HUB
The Company mitigates the risk that interest rates will increase over the life of certain term loan facilities by entering into the following interest rate swap contracts. For an interest rate swap or cross-currency interest rate swap designated as hedging the exposure to variable cash flows of a future transaction, the effective portion of this derivative's gain or loss is initially reported as a component of OCI and subsequently reclassified into earnings once the future transaction impacts earnings. Amounts for interest rate contracts are reclassified to earnings as interest expense over the term of the related debt.
Derivative
Notional quantity
Expiry
Hedged item
Forward-starting interest rate swap
$ 350,000 
July 2029
$350,000 subordinated unsecured notes
Cross-currency interest rate swap
C$ 400,000 
January 2032
C$400,000 subordinated unsecured notes
Forward-starting interest rate swap
$ 750,000 
April 2032
$750,000 subordinated unsecured notes
Forward-starting interest rate swap $ 575,000  June 2026
First $575,000 of the $1,150,000 senior unsecured notes issuance


Algonquin Power & Utilities Corp.
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
June 30, 2024 and 2023
(in thousands of U.S. dollars, except as noted and per share amounts)
21.Financial instruments (continued)
(b)Derivative instruments (continued)
(ii)Cash flow hedges (continued)
The following table summarizes OCI attributable to derivative financial instruments designated as a cash flow hedge: 
Three months ended Six months ended
June 30 June 30
2024 2023 2024 2023
Effective portion of cash flow hedge $ 29,771  $ 29,949  $ 45,698  $ 52,435 
Amortization of cash flow hedge (539) (1,421) (1,078) (4,908)
Amounts reclassified from AOCI (42) 7,893  (5,968) 6,759 
OCI attributable to shareholders of AQN $ 29,190  $ 36,421  $ 38,652  $ 54,286 
The Company expects $41,232 of unrealized losses currently in AOCI to be reclassified, net of taxes, into non-regulated energy sales, investment loss, interest expense and derivative gains, within the next 12 months, as the underlying hedged transactions settle.
(iii)Foreign exchange hedge of net investment in foreign operation
The functional currency of most of AQN's operations is the U.S. dollar. The Company designates obligations denominated in Canadian dollars as a hedge of the foreign currency exposure of its net investment in its Canadian investments and subsidiaries. The related foreign currency transaction gain or loss designated as, and effective as, a hedge of the net investment in a foreign operation is reported in the same manner as the translation adjustment (in OCI) related to the net investment. A foreign currency loss of $2,401 and a gain of $10,186 for the three and six months ended June 30, 2024, respectively,(2023 - losses of $9,629 and $9,638, respectively) were recorded in OCI.
On May 23, 2019, the Company entered into a cross-currency swap, coterminous with the subordinated unsecured notes issued on such date, to effectively convert the $350,000 U.S.-dollar-denominated offering into Canadian dollars. The change in the carrying amount of the notes due to changes in spot exchange rates was recognized each period in the unaudited interim condensed consolidated statements of operations as loss on foreign exchange. The Company designated the entire notional amount of the cross-currency fixed-for-fixed interest rate swap as a hedge of the foreign currency exposure related to cash flows for the interest and principal repayments on the notes. Upon the change in functional currency of AQN to the U.S. dollar on January 1, 2020, this hedge was dedesignated. The Company redesignated this swap as a hedge of AQN's net investment in its Canadian subsidiaries. The related foreign currency transaction gain or loss designated as a hedge of the net investment in a foreign operation is reported in the same manner as the translation adjustment (in OCI) related to the net investment. The fair value of the derivative on the redesignation date will be amortized over the remaining life of the original hedge. Foreign currency gains of $2,195 and $4,413 for the three and six months ended June 30, 2024, respectively (2023 - losses of $7,009 and $6,942, respectively) was recorded in OCI.












Algonquin Power & Utilities Corp.
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
June 30, 2024 and 2023
(in thousands of U.S. dollars, except as noted and per share amounts)
21.Financial instruments (continued)
(b)Derivative instruments (continued)
(iii)     Foreign exchange hedge of net investment in foreign operation (continued)
Canadian operations
The Company is exposed to currency fluctuations from its Canadian-based operations. AQN manages this risk primarily through the use of natural hedges by using Canadian long-term debt to finance its Canadian operations and a combination of foreign exchange forward contracts and spot purchases.
The Company’s Canadian operations are determined to have the Canadian dollar as their functional currency and are exposed to currency fluctuations from their U.S. dollar transactions. The Company designates obligations denominated in U.S. dollars as a hedge of the foreign currency exposure of its net investment in its U.S. investments and subsidiaries. The related foreign currency transaction gain or loss designated as, and effective as, a hedge of the net investment in a foreign operation is reported in the same manner as the translation adjustment (in OCI) related to the net investment. Foreign currency gains of $12 and $502 for the three and six months ended June 30, 2024, respectively, (2023 - losses of $2,924 and $2,801, respectively) were recorded in OCI.
The Company is party to a C$300,000 fixed-for-fixed cross-currency interest rate swap to effectively convert Canadian dollar debentures into U.S. dollars. The Company designated the entire notional amount of the cross-currency interest rate swap and related short-term U.S. dollar payables created by the monthly accruals of the swap settlement as a hedge of the foreign currency exposure of its net investment in the Company’s U.S. operations. The gain or loss related to the fair value changes of the swap and the related foreign currency gains and losses on the U.S. dollar accruals that are designated as, and are effective as, a hedge of the net investment in a foreign operation are reported in the same manner as the translation adjustment (in OCI) related to the net investment. Losses of $1,186 and $5,190 for the three and six months ended June 30, 2024, respectively, (2023 - gains of $3,967 and $4,348, respectively) were recorded in OCI.
The Company is party to a fixed-for-fixed cross-currency interest rate swap to effectively convert the C$400,000 Canadian-dollar-denominated debentures into U.S. dollars. The Renewable Energy Group designated the entire notional amount of the cross-currency interest rate swap and related short-term U.S. dollar payables created by the monthly accruals, respectively, of the swap settlement as a hedge of the foreign currency exposure of its net investment in the Renewable Energy Group’s U.S. operations. The gain or loss related to the fair value changes of the swap and the related foreign currency gains and losses on the U.S. dollar accruals that are designated as, and are effective as, a hedge of the net investment in a foreign operation are reported in the same manner as the translation adjustment (in OCI) related to the net investment. A gain of $75 and a loss of $6,898 for the three and six months ended June 30, 2024, respectively, (2023 - gains of $4,975 and $4,987, respectively) was recorded in OCI.
Chilean operations
The Company is exposed to currency fluctuations from its Chilean-based operations. The Company's Chilean operations are determined to have the Chilean peso as their functional currency. Chilean long-term debt used to finance the operations is denominated in Chilean Unidad de Fomento.
(iv)Other derivatives and risk management
In the normal course of business, the Company is exposed to financial risks that potentially impact its operating results. The Company employs risk management strategies with a view to mitigating these risks to the extent possible on a cost-effective basis. Derivative financial instruments are used to manage certain exposures to fluctuations in exchange rates, interest rates and commodity prices. The Company does not enter into derivative financial agreements for speculative purposes. For derivatives that are not designated as hedges, the changes in the fair value are immediately recognized in earnings.
The Company seeks to mitigate the volatility of energy congestion charges at the ERCOT transmission grid by entering into CRRs, which as of June 30, 2024 have a notional quantity of 2,433,240 MW-hours at prices ranging from $0.84 per MW-hr to $19.03 per MW-hr with a weighted average of $4.37 per MW-hr for April 2024 to June 2026. These CRRs are not designated as an accounting hedge.



Algonquin Power & Utilities Corp.
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
June 30, 2024 and 2023
(in thousands of U.S. dollars, except as noted and per share amounts)
21.Financial instruments (continued)
(b)Derivative instruments (continued)
(iv)Other derivatives and risk management (continued)
The Company mitigates the price risk on the expected future sale of power generation of one of its solar facilities through a long-term energy derivative contract with a notional quantity of 319,885 MW-hours, a price of $25.15 per MW-hr and expiring in August 2030 as an economic hedge to the price of energy sales. The derivative contract is not designated as an accounting hedge.
The effects on the unaudited interim condensed consolidated statements of operations of derivative financial instruments not designated as hedges consist of the following:
Three months ended Six months ended
June 30 June 30
2024 2023 2024 2023
Unrealized gain (loss) on derivative financial instruments:
Energy derivative contracts $ 1,843  84  $ 1,147  $ 62 
Commodity contracts —  —  (890) 1,128 
$ 1,843  $ 84  $ 257  $ 1,190 
Realized loss on derivative financial instruments:
Energy derivative contracts (1,887) (1,537) (1,783) (3,830)
$ (1,887) $ (1,537) $ (1,783) $ (3,830)
Loss on derivative financial instruments not accounted for as hedges (44) (1,453) (1,526) (2,640)
Amortization of AOCI gains frozen as a result of hedge dedesignation 17  997  999  1,994 
$ (27) $ (456) $ (527) $ (646)
Unaudited interim condensed consolidated statements of operations classification:
Gain on derivative financial instruments $ 58  $ 1,039  $ 191  $ 3,205 
Renewable energy sales
(85) (1,495) (718) (3,851)
$ (27) $ (456) $ (527) $ (646)
(c)Supplier financing programs
In the normal course of business, the Company enters into supplier financing programs under which the suppliers can voluntarily elect to sell their receivables. The Company agrees to pay, on the invoice maturity date, the stated amount of the invoices that the Company has confirmed through the execution of bills of exchange. The terms of the trade payable arrangement are consistent with customary industry practice and are not impacted by the supplier’s decision to sell amounts under these arrangements. As of June 30, 2024, accounts payable include confirmed invoices from designated suppliers of $77,658 (December 31, 2023 - $62,173).
22.Comparative figures
Certain of the comparative figures have been reclassified to conform to the unaudited interim condensed consolidated financial statement presentation adopted in the current period.


EX-99.2 3 a2024q2-exhibit992xmda.htm EX-99.2 Q2 2024 MD&A Document

newalgonquinlogo.jpg                             Management Discussion & Analysis
Management of Algonquin Power & Utilities Corp. ("AQN", "Company" or the "Corporation") has prepared the following discussion and analysis to provide information to assist its securityholders' understanding of the financial results for the six months ended June 30, 2024. This Management Discussion & Analysis ("MD&A") should be read in conjunction with AQN's unaudited interim condensed consolidated financial statements for the six months ended June 30, 2024 and 2023. This MD&A should also be read in conjunction with AQN's annual consolidated financial statements for the years ended December 31, 2023 and 2022. This material is available on SEDAR+ at www.sedarplus.com, on EDGAR at www.sec.gov/edgar, and on the AQN website at www.algonquinpower.com. Additional information about AQN, including the most recent Annual Information Form ("AIF"), can be found on SEDAR+ at www.sedarplus.com and on EDGAR at www.sec.gov/edgar.

Contents
Explanatory Notes
Caution Concerning Forward-Looking Statements and Forward-Looking Information
Caution Concerning Non-GAAP Measures
Overview and Business Strategy
Significant Updates
2024 Second Quarter Results From Operations
2024 Year-to-Date Results From Operations
2024 Second Quarter and Year-to-Date Net Earnings Summary
2024 Second Quarter and Year-to-Date Adjusted EBITDA Summary
Regulated Services Group
Renewable Energy Group
AQN: Corporate and Other Expenses
Non-GAAP Financial Measures
Summary of Property, Plant and Equipment Expenditures
Liquidity and Capital Reserves
Share-Based Compensation Plans
Related Party Transactions
Enterprise Risk Management
Quarterly Financial Information
Disclosure Controls and Procedures
Critical Accounting Estimates and Policies

Algonquin Power & Utilities Corp. - Management Discussion & Analysis
1


Explanatory Notes
Unless otherwise indicated, financial information provided for the three and six months ended June 30, 2024 and 2023 has been prepared in accordance with generally accepted accounting principles in the United States ("U.S. GAAP"). As a result, the Company's financial information may not be comparable with financial information of other Canadian companies that provide financial information on another basis.
All monetary amounts are in U.S. dollars, except where otherwise noted. We denote any amounts denominated in Canadian dollars with "C$" immediately prior to the stated amount. Certain amounts in this MD&A may not total due to rounding.
Capitalized terms used herein and not otherwise defined have the meanings assigned to them in the Company's most recent AIF.
The term "rate base" is used in this document. Rate base is a measure specific to rate-regulated utilities that is not intended to represent any financial measure as defined by U.S. GAAP. The measure is used by the regulatory authorities in the jurisdictions where the Company's rate-regulated subsidiaries operate. The calculation of this measure may not be comparable to similarly-titled measures used by other companies.
Unless noted otherwise, this MD&A is based on information available to management as of August 9, 2024.


Algonquin Power & Utilities Corp. - Management Discussion & Analysis
2


Caution Concerning Forward-Looking Statements and Forward-Looking Information

This document may contain statements that constitute "forward-looking information" within the meaning of applicable securities laws in each of the provinces and territories of Canada and the respective policies, regulations and rules under such laws or "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 (collectively, "forward-looking information"). The words "aims", "anticipates", "believes", "budget", "could", "estimates", "expects", "forecasts", "intends", "may", "might", "plans", "projects", "schedule", "should", "will", "would", "seeks", "strives", "targets" (and grammatical variations of such terms) and similar expressions are often intended to identify forward-looking information, although not all forward-looking information contains these identifying words. Specific forward-looking information in this document includes, but is not limited to, statements relating to: expected future growth, earnings and results of operations; the sale of the Corporation's renewable energy business and the anticipated impact thereof on the Corporation, including expectations regarding the timing of the sale, the proceeds therefrom and the expected accounting treatment; the impact of the Company’s integrated customer solution technology platform and organizational restructuring toward optimization of the regulated business over the longer term; liquidity, capital resources and operational requirements; sources of funding, including adequacy and availability of credit facilities, cash flows from operations, capital markets financing, and asset recycling or asset sales initiatives; ongoing and planned acquisitions, dispositions, projects, initiatives or other transactions, including expectations regarding timing, costs, proceeds, financing, results, ownership structures, regulatory matters, in-service dates and completion dates; financing plans; expectations regarding future macroeconomic conditions; expectations regarding the Company's corporate development activities and the results thereof; expectations regarding the use of proceeds from the pending sale of the Company's shares of Atlantica (as defined herein); expectations regarding regulatory hearings, motions, filings, appeals and approvals, including rate reviews, and the timing, impacts and outcomes thereof; expectations regarding the redemption of outstanding notes; expected future generation, capacity and production of the Company's energy facilities; expectations regarding future capital investments, including expected timing, investment plans, sources of funds and impacts; capital management plans and objectives; expectations regarding the outcome of legal claims and disputes; strategy and goals; dividends to shareholders, including expectations regarding the sustainability thereof and the Company's targeted annual dividend payout ratio; expectations regarding future "greening the fleet" initiatives; credit ratings and equity credit from rating agencies; expectations regarding debt repayment and refinancing; the impact on the Company of actual or proposed laws, regulations and rules, including the EIFEL rules and the GMTA (each as defined herein); the expected impact of changes in customer usage on the Regulated Services Group's revenue; accounting estimates; interest rates, including the anticipated effect of an increase thereof; financing costs; and currency exchange rates. All forward-looking information is given pursuant to the "safe harbour" provisions of applicable securities legislation.
The forecasts and projections that make up the forward-looking information contained herein are based on certain factors or assumptions which include, but are not limited to: the receipt of applicable regulatory approvals and requested rate decisions; the absence of material adverse regulatory decisions being received and the expectation of regulatory stability; the absence of any material equipment breakdown or failure; availability of financing (including tax equity financing and self-monetization transactions for U.S. federal tax credits) on commercially reasonable terms; the stability of credit ratings of the Corporation and its subsidiaries; the absence of unexpected material liabilities or uninsured losses; the continued availability of commodity supplies and stability of commodity prices; the absence of interest rate increases or significant currency exchange rate fluctuations; the absence of significant operational, financial or supply chain disruptions or liability, including relating to import controls and tariffs; the continued ability to maintain systems and facilities to ensure their continued performance; the absence of a severe and prolonged downturn in general economic, credit, social or market conditions; the successful and timely development and construction of new projects; the closing of pending acquisitions substantially in accordance with the expected timing for such acquisitions; the absence of capital project or financing cost overruns; sufficient liquidity and capital resources; the continuation of long-term weather patterns and trends; the absence of significant counterparty defaults; the continued competitiveness of electricity pricing when compared with alternative sources of energy; the realization of the anticipated benefits of the Corporation's acquisitions and joint ventures; the absence of a change in applicable laws, political conditions, public policies and directions by governments materially negatively affecting the Corporation; the ability to obtain and maintain licenses and permits; maintenance of adequate insurance coverage; the absence of material fluctuations in market energy prices; the absence of material disputes with taxation authorities or changes to applicable tax laws; continued maintenance of information technology infrastructure and the absence of a material breach of cybersecurity; the successful implementation and operation of new information technology systems and infrastructure; favourable relations with external stakeholders; favourable labour relations; that the Corporation will be able to successfully integrate newly acquired entities, and the absence of any material adverse changes to such entities prior to closing; the absence of undisclosed liabilities of entities being acquired; that such entities will maintain constructive regulatory relationships with applicable regulatory authorities; the ability of the Corporation to retain key personnel of acquired entities and the value of such employees; no adverse developments in the business and affairs of the sellers during the period when transitional services are provided to the Corporation in connection with any acquisition; the ability of the Corporation to satisfy its liabilities and meet its debt service obligations following completion of any acquisition; the ability of the Corporation to successfully execute future "greening the fleet" initiatives; and the ability of the Corporation to effect the sale of its renewable energy business and realize the anticipated benefits therefrom.
Algonquin Power & Utilities Corp. - Management Discussion & Analysis
3



The forward-looking information contained herein is subject to risks, uncertainties and other factors that could cause actual results to differ materially from historical results or results anticipated by the forward-looking information. Factors which could cause results or events to differ materially from current expectations include, but are not limited to: changes in general economic, credit, social or market conditions; changes in customer energy usage patterns and energy demand; reductions in the liquidity of energy markets; global climate change; the incurrence of environmental liabilities; natural disasters, diseases, pandemics, public health emergencies and other force majeure events and the collateral consequences thereof, including the disruption of economic activity, volatility in capital and credit markets and legislative and regulatory responses; critical equipment breakdown or failure; supply chain disruptions; the imposition of import controls or tariffs; the failure of information technology infrastructure and other cybersecurity measures to protect against data, privacy and cybersecurity breaches; failure to successfully implement and operate, and cost overruns and delays in connection with, new information technology systems and infrastructure; physical security breach; the loss of key personnel and/or labour disruptions; seasonal fluctuations and variability in weather conditions and natural resource availability; reductions in demand for electricity, natural gas and water due to developments in technology; reliance on transmission systems owned and operated by third parties; issues arising with respect to land use rights and access to the Corporation's facilities; terrorist attacks; fluctuations in commodity and energy prices; capital expenditures; reliance on subsidiaries; the incurrence of an uninsured loss; a credit rating downgrade; an increase in financing costs or limits on access to credit and capital markets; inflation; increases and fluctuations in interest rates and failure to manage exposure to credit and financial instrument risk; currency exchange rate fluctuations; restricted financial flexibility due to covenants in existing credit agreements; an inability to refinance maturing debt on favourable terms; disputes with taxation authorities or changes to applicable tax laws; failure to identify, acquire, develop or timely place in service projects to maximize the value of tax credits; requirement for greater than expected contributions to post-employment benefit plans; default by a counterparty; inaccurate assumptions, judgments and/or estimates with respect to asset retirement obligations; failure to maintain required regulatory authorizations; changes in, or failure to comply with, applicable laws and regulations; failure of compliance programs; failure to identify attractive acquisition or development candidates necessary to pursue the Corporation’s growth strategy; failure to dispose of assets (at all or at a competitive price) to fund the Company’s operations and growth plans; delays and cost overruns in the design and construction of projects; loss of key customers; failure to complete or realize the anticipated benefits of acquisitions or joint ventures; Atlantica or a third-party joint venture partner acting in a manner contrary to the Corporation's interests; a drop in the market value of Atlantica's ordinary shares; facilities being condemned or otherwise taken by governmental entities; increased external stakeholder activism adverse to the Corporation's interests; fluctuations in the price and liquidity of the Corporation's common shares and the Corporation's other securities; impact of significant demands placed on the Corporation as a result of pending acquisitions or growth strategies; potential undisclosed liabilities of any entities being acquired by the Corporation; uncertainty regarding the length of time required to complete pending acquisitions; the failure to implement the Corporation's strategic objectives or achieve expected benefits relating to acquisitions, dispositions or other initiatives, including with respect to the sale of the Corporation's renewable energy business; the possibility of adverse reactions or changes in business relationships or relationships with employees resulting from the announcement or completion of the sale of the Corporation's renewable energy business; risks relating to the diversion of the Board's (as defined herein) or management's attention in connection with the sale of the Corporation's renewable energy business; indebtedness of any entity being acquired by the Corporation; unanticipated expenses and/or cash payments as a result of change of control and/or termination provisions in purchase or sale agreements; and the reliance on third parties for certain transitional services following the completion of an acquisition. Although the Corporation has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. Some of these and other factors are discussed in more detail under the heading "Enterprise Risk Management" in this MD&A and under the heading "Enterprise Risk Factors" in the Corporation's most recent AIF.
Forward-looking information contained herein (including any financial outlook) is provided for the purposes of assisting the reader in understanding the Corporation and its business, operations, risks, financial performance, financial position and cash flows as at and for the periods indicated and to present information about management's current expectations and plans relating to the future, and the reader is cautioned that such information may not be appropriate for other purposes. Forward-looking information contained herein is made as of the date of this document and based on the plans, beliefs, estimates, projections, expectations, opinions and assumptions of management on the date hereof. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such forward-looking information. Accordingly, readers should not place undue reliance on forward-looking information. While subsequent events and developments may cause the Corporation's views to change, the Corporation disclaims any obligation to update any forward-looking information or to explain any material difference between subsequent actual events and such forward-looking information, except to the extent required by applicable law. All forward-looking information contained herein is qualified by these cautionary statements.
Algonquin Power & Utilities Corp. - Management Discussion & Analysis


Caution Concerning Non-GAAP Measures
AQN uses a number of financial measures to assess the performance of its business lines. Some measures are calculated in accordance with U.S. GAAP, while other measures do not have a standardized meaning under U.S. GAAP. These non-GAAP measures include non-GAAP financial measures and non-GAAP ratios, each as defined in Canadian National Instrument 52-112 Non-GAAP and Other Financial Measures Disclosure. AQN's method of calculating these measures may differ from methods used by other companies and therefore may not be comparable to similar measures presented by other companies.
The terms "Adjusted Net Earnings", "Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization" ("Adjusted EBITDA"), "Adjusted Funds from Operations", "Net Energy Sales", "Net Utility Sales" and "Divisional Operating Profit", which are used throughout this MD&A, are non-GAAP financial measures. An explanation of each of these non-GAAP financial measures is set out below and a reconciliation to the most directly comparable U.S. GAAP measure, in each case, can be found in this MD&A. In addition, "Adjusted Net Earnings" is presented throughout this MD&A on a per common share basis. Adjusted Net Earnings per common share is a non-GAAP ratio and is calculated by dividing Adjusted Net Earnings by the weighted average number of common shares outstanding during the applicable period.
AQN does not provide reconciliations for forward-looking non-GAAP financial measures as AQN is unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the timing or amount of various events that have not yet occurred, are out of AQN's control and/or cannot be reasonably predicted, and that would impact the most directly comparable forward-looking U.S. GAAP financial measure. For these same reasons, AQN is unable to address the probable significance of the unavailable information. Forward-looking non-GAAP financial measures may vary materially from the corresponding U.S. GAAP financial measures.
The composition of Divisional Operating Profit has been changed compared to AQN's MD&A for the six months ended June 30, 2023, to include expenses related to corporate administrative expenses, which are now included within operating expenses. This change was made as these expenses are used by management to evaluate the operating performance of each business unit. Comparative figures have been adjusted for this new composition.
Adjusted EBITDA
Adjusted EBITDA is a non-GAAP financial measure used by many investors to compare companies on the basis of ability to generate cash from operations. AQN uses these calculations to monitor the amount of cash generated by AQN. AQN uses Adjusted EBITDA to assess the operating performance of AQN without the effects of (as applicable): depreciation and amortization expense, income tax expense or recoveries, acquisition and transition costs (including costs related to the 2023 strategic review of the Company's renewable energy business), certain litigation expenses, interest expense, gain or loss on derivative financial instruments, write down of intangibles and property, plant and equipment, earnings attributable to non-controlling interests exclusive of Hypothetical Liquidation at Book Value ("HLBV") income (which represents the value of net tax attributes earned in the period from electricity generated by certain of its U.S. wind power and U.S. solar generation facilities), non-service pension and post-employment costs, cost related to tax equity financing, costs related to management succession and executive retirement, costs related to prior period adjustments due to changes in tax law, costs related to condemnation proceedings, gain or loss on foreign exchange, earnings or loss from discontinued operations, changes in value of investments carried at fair value, gains and losses on disposition of assets, prior period adjustments included in the gain (loss) from equity method investments not operated by the Company, and other typically non-recurring or unusual items. AQN adjusts for these factors as they may be non-cash, unusual in nature and are not factors used by management for evaluating the operating performance of the Company. AQN believes that presentation of this measure will enhance an investor's understanding of AQN's operating performance. Adjusted EBITDA is not intended to be representative of cash provided by operating activities or results of operations determined in accordance with U.S. GAAP, and can be impacted positively or negatively by these items. For a reconciliation of Adjusted EBITDA to net earnings, see Non-GAAP Financial Measures starting on page 37 of this MD&A.
Adjusted Net Earnings
Adjusted Net Earnings is a non-GAAP financial measure used by many investors to compare net earnings from operations without the effects of certain volatile primarily non-cash items that generally have no current economic impact or items such as acquisition expenses or certain litigation expenses that are viewed as not directly related to a company's operating performance. AQN uses Adjusted Net Earnings to assess its performance without the effects of (as applicable): gains or losses on foreign exchange, foreign exchange forward contracts, interest rate swaps, acquisition and transition costs (including costs related to the 2023 strategic review of the Company's renewable energy business), one-time costs of arranging tax equity financing, certain litigation expenses and write down of intangibles and property, plant and equipment, earnings or loss from discontinued operations, unrealized mark-to-market revaluation impacts, costs related to management succession and executive retirement, costs related to prior period adjustments due to changes in tax law, costs related to condemnation proceedings, changes in value of investments carried at fair value, gains and losses on disposition of assets, prior period adjustments included in the gain (loss) from equity method investments not operated by the Company and
Algonquin Power & Utilities Corp. - Management Discussion & Analysis
5


other typically non-recurring or unusual items as these are not reflective of the performance of the underlying business of AQN. AQN believes that analysis and presentation of net earnings or loss on this basis will enhance an investor's understanding of the operating performance of its businesses. Adjusted Net Earnings is not intended to be representative of net earnings or loss determined in accordance with U.S. GAAP, and can be impacted positively or negatively by these items. For a reconciliation of Adjusted Net Earnings to net earnings, see Non-GAAP Financial Measures starting on page 38 of this MD&A.
Adjusted Funds from Operations
Adjusted Funds from Operations is a non-GAAP financial measure used by investors to compare cash provided by operating activities without the effects of certain volatile items that generally have no current economic impact or items such as acquisition expenses that are viewed as not directly related to a company's operating performance. AQN uses Adjusted Funds from Operations to assess its performance without the effects of (as applicable): changes in working capital balances, acquisition and transition costs, certain litigation expenses, cash provided by or used in discontinued operations, cash provided by disposition of assets and other typically non-recurring items affecting cash from operations as these are not reflective of the long-term performance of the underlying businesses of AQN. AQN believes that analysis and presentation of funds from operations on this basis will enhance an investor's understanding of the operating performance of its businesses. Adjusted Funds from Operations is not intended to be representative of cash provided by operating activities as determined in accordance with U.S. GAAP, and can be impacted positively or negatively by these items. For a reconciliation of Adjusted Funds from Operations to cash provided by operating activities, see Non-GAAP Financial Measures starting on page 39 of this MD&A.
Net Energy Sales
Net Energy Sales is a non-GAAP financial measure used by investors to identify revenue after commodity costs used to generate revenue where such revenue generally increases or decreases in response to increases or decreases in the cost of the commodity used to produce that revenue. AQN uses Net Energy Sales to assess its revenues without the effects of fluctuating commodity costs as such costs are predominantly passed through either directly or indirectly in the rates that are charged to customers. AQN believes that analysis and presentation of Net Energy Sales on this basis will enhance an investor's understanding of the revenue generation of the Renewable Energy Group. It is not intended to be representative of revenue as determined in accordance with U.S. GAAP. For a reconciliation of Net Energy Sales to revenue, see Renewable Energy Group - 2024 Second Quarter and Year-to-Date Renewable Energy Group Operating Results on page 31 of this MD&A.
Net Utility Sales
Net Utility Sales is a non-GAAP financial measure used by investors to identify utility revenue after commodity costs, either water, natural gas or electricity, where these commodity costs are generally included as a pass through in rates to its utility customers. AQN uses Net Utility Sales to assess its utility revenues without the effects of fluctuating commodity costs as such costs are predominantly passed through and paid for by utility customers. AQN believes that analysis and presentation of Net Utility Sales on this basis will enhance an investor's understanding of the revenue generation of the Regulated Services Group. It is not intended to be representative of revenue as determined in accordance with U.S. GAAP. For a reconciliation of Net Utility Sales to revenue, see Regulated Services Group - 2024 Second Quarter and Year-to-Date Regulated Services Group Operating Results on page 22 of this MD&A.
Divisional Operating Profit
Divisional Operating Profit is a non-GAAP financial measure. AQN uses Divisional Operating Profit to assess the operating performance of its business groups without the effects of (as applicable): depreciation and amortization expense, income tax expense or recoveries, acquisition costs, certain litigation expenses, interest expense, gain or loss on derivative financial instruments, write down of intangibles and property, plant and equipment, gain or loss on foreign exchange, earnings or loss from discontinued operations (excluding the sale of assets in the course of normal operations), non-service pension and post-employment costs, gains and losses on disposition of assets, and other typically non-recurring or unusual items. AQN adjusts for these factors as they may be non-cash, unusual in nature and are not factors used by management for evaluating the operating performance of the divisional units. Divisional Operating Profit is calculated inclusive of interest, dividend and equity income earned from indirect investments, and HLBV income. AQN believes that presentation of this measure will enhance an investor's understanding of AQN's divisional operating performance. Divisional Operating Profit is not intended to be representative of cash provided by operating activities or results of operations determined in accordance with U.S. GAAP, and can be impacted positively or negatively by these items. For a reconciliation of Divisional Operating Profit to revenue for AQN's main business units, see Regulated Services Group - 2024 Second Quarter and Year-to-Date Regulated Services Group Operating Results on page 22 and Renewable Energy Group - 2024 Second Quarter and Year-to-Date Renewable Energy Group Operating Results on page 31 of this MD&A.
Algonquin Power & Utilities Corp. - Management Discussion & Analysis


Overview and Business Strategy
AQN is incorporated under the Canada Business Corporations Act. AQN owns and operates a diversified portfolio of regulated and non-regulated generation, distribution, and transmission assets. Through its activities, the Company aims to drive growth in earnings and cash flows to support a sustainable dividend and share price appreciation. AQN strives to achieve these results while also seeking to maintain a business risk profile consistent with its BBB flat investment grade credit ratings and a strong focus on Environmental, Social and Governance factors.
AQN's operations are organized across two primary business units consisting of: the Regulated Services Group, which primarily owns and operates a portfolio of regulated electric, water distribution and wastewater collection and natural gas utility systems and transmission operations in the United States, Canada, Bermuda and Chile; and the Renewable Energy Group, which primarily owns and operates, or has investments in, a diversified portfolio of non-regulated renewable and thermal energy generation assets. As further discussed below under “Significant Updates” the Company has entered into an agreement to sell its renewable energy business.
Summary Structure of the Business
The following chart depicts, in summary form, AQN's key businesses. A more detailed description of AQN's organizational structure can be found in the most recent AIF.

mda-simplifiedorgchartxq2x.jpg



Algonquin Power & Utilities Corp. - Management Discussion & Analysis
7


Regulated Services Group
The Regulated Services Group primarily operates a diversified portfolio of regulated utility systems located in the United States, Canada, Bermuda and Chile serving approximately 1,260,000 customer connections as at June 30, 2024 (using an average of 2.5 customers per connection, this translates into approximately 3,150,000 customers). The Regulated Services Group seeks to provide safe, high quality, and reliable services to its customers and to deliver stable and predictable earnings to AQN. In addition to encouraging and supporting organic growth within its service territories, the Regulated Services Group may seek to deliver long-term growth through acquisitions of additional utility systems and pursuing "greening the fleet" opportunities. In the near term the Regulated Services Group plans to restrain its capital expenditures to slightly above maintenance requirements while pursuing timely recovery of and on current investments made on behalf of customers.
The Regulated Services Group's regulated electrical distribution utility systems and related generation assets are located in the U.S. states of Arkansas, California, Kansas, Missouri, Nevada, New Hampshire and Oklahoma, as well as in Bermuda, which together served approximately 310,000 electric customer connections as at June 30, 2024. The group also owns and operates generating assets with a gross capacity of approximately 2.1 GW and has investments in generating assets with approximately 0.3 GW of net generation capacity.
The Regulated Services Group's regulated water distribution and wastewater collection utility systems are located in the U.S. States of Arizona, Arkansas, California, Illinois, Missouri, New York, and Texas as well as in Chile which together served approximately 574,000 customer connections as at June 30, 2024.
The Regulated Services Group's regulated natural gas distribution utility systems are located in the U.S. States of Georgia, Illinois, Iowa, Massachusetts, New Hampshire, Missouri, and New York, and in the Canadian Province of New Brunswick, which together served approximately 376,000 natural gas customer connections as at June 30, 2024.
Below is a breakdown of the Regulated Services Group's Revenue by geographic area for the six months ended June 30, 2024.
chart-0b5d2c187c8f4f2db7a.jpg

Algonquin Power & Utilities Corp. - Management Discussion & Analysis


Renewable Energy Group
The Renewable Energy Group generates and sells electrical energy produced by its diverse portfolio of renewable power generation and clean power generation facilities located in the United States and Canada. As further discussed below under “Significant Updates” the Company has entered into an agreement to sell its renewable energy business.
The Renewable Energy Group has economic interests in hydroelectric, wind, solar, renewable natural gas ("RNG") and thermal facilities which, as of June 30, 2024, had a combined net generating capacity attributable to the Renewable Energy Group of approximately 2.8 GW. Approximately 87% of the electrical output is sold pursuant to long-term contractual arrangements which as of June 30, 2024 had a production-weighted average remaining contract life of approximately 10 years.

In addition, the Renewable Energy Group has an approximately 42% indirect beneficial interest in Atlantica Sustainable Infrastructure plc ("Atlantica"). Atlantica owns and operates a portfolio of international clean energy and water infrastructure assets under long-term contracts with a Cash Available for Distribution weighted average remaining contract life of approximately 13 years as of June 30, 2024. As further discussed below under “Significant Updates”, on May 27, 2024, the Company entered into an agreement with Atlantica and a private limited company controlled by Energy Capital Partners (“ECP”) pursuant to which the Company agreed to cause the Atlantica shares that it beneficially owns to be voted in favour of ECP’s proposed acquisition of 100% of the outstanding shares of Atlantica.
Below is a breakdown of the net generating capacity attributable to the Renewable Energy Group as of June 30, 2024, including the Company's approximately 42% interest in Atlantica.
chart-348266570ab34ca0ac3.jpg
Algonquin Power & Utilities Corp. - Management Discussion & Analysis


Significant Updates
Operating Results
AQN's operating results relative to the same period last year are as follows:
(all dollar amounts in $ millions except per share information)
Three months ended June 30
2024 2023 Change
Net earnings (loss) attributable to shareholders $200.8 $(253.2) 179%
Adjusted Net Earnings1
$65.2 $56.2 16%
Adjusted EBITDA1
$311.0 $277.7 12%
Net earnings (loss) per common share $0.28 $(0.37) 176%
Adjusted Net Earnings per common share1
$0.09 $0.08 13%
1
See Caution Concerning Non-GAAP Measures.

Sale of the Renewable Energy Business
On August 9, 2024, the Company entered into an agreement to sell its renewable energy business (excluding hydro) to a wholly-owned subsidiary of LS Power (the “Buyer”) for total cash consideration of up to $2.5 billion (subject to certain closing adjustments), excluding debt, consisting of $2.28 billion in cash at closing and up to $220 million in cash pursuant to an earn out agreement relating to certain wind assets (the "Earn Out").

The sale is subject to the satisfaction of customary closing conditions, including the approval of the U.S. Federal Energy Regulatory Commission and approval under applicable competition laws. The Company expects the transaction to close in the fourth quarter of 2024 or the first quarter of 2025 and to receive cash proceeds of approximately $1.6 billion (excluding the Earn Out) after repaying construction financing, and net of taxes, transaction fees and other closing adjustments.

The Company concluded the consolidated assets within the renewable energy business being sold will meet the accounting requirements to be presented as “Held for Sale” in the third quarter of 2024 based on the receipt of final commercial terms, Board approval to consummate a sale transaction, and the signing of the sale agreement all occurring within the third quarter. The Company anticipates recording a future estimated pretax loss of approximately $1 billion. However, the ultimate loss recorded is dependent on, among other things, the timing and amount of future capital expenditures, including acquisition of construction projects and associated tax equity financing, which will impact the carrying value of these assets.
Dividend Declaration
The Company has declared a third quarter 2024 dividend of $0.065, representing a reduction of approximately 40% compared to its second quarter 2024 dividend, and representing an annualized dividend of $0.26 per common share. The Company has set a longer term 60-70% target payout ratio. This decision was made to create longer term value for shareholders as the Company focuses on improving its earnings and capital sustainability in a higher cost of capital environment.
Final Deployment of Integrated Customer Solution Technology Platform
In the second quarter of 2024, the Company completed the final deployment of its integrated customer solution technology platform, which includes customer billing, enterprise resource planning systems and asset management systems. Implementation of this platform along with other organizational restructuring are intended to optimize the performance of the Company’s regulated business over the longer term. Currently the platform is experiencing certain challenges associated with the impact of the new systems and required changes in processes. This is creating additional work and is leading to delays in some business functions, most notably the timing of filing of certain rate cases.

Support for Proposed Third Party Acquisition of Atlantica
On May 27, 2024, the Company entered into a support agreement (the “Support Agreement”) with a private limited company ("Bidco"), which is controlled by ECP, and Atlantica. Pursuant to the Support Agreement, the Company and its subsidiary Liberty (AY Holdings) B.V., which holds approximately 42.2% of the outstanding ordinary shares of Atlantica, agreed, subject to the terms of the Support Agreement, to cause such shares to be voted in favour of the proposed acquisition by Bidco of 100% of the ordinary shares of Atlantica for $22.00 per share in cash. The purchase price represents an 18.9% premium to Atlantica's closing share price on April 22, 2024, the last trading day prior to the emergence of market rumours regarding a potential acquisition of Atlantica. The Company expects to use the proceeds to help reduce debt and recapitalize the Company's balance sheet as part of its ongoing strategic transition to a pure play regulated utility.

Algonquin Power & Utilities Corp. - Management Discussion & Analysis
10



Settlement of Green Equity Units
On March 28, 2024, the Company successfully remarketed its $1,150.0 million aggregate principal amount of 1.18% Senior Notes due June 15, 2026 (the "Notes"). The Notes were originally issued in June 2021, together with the related purchase contracts (the "Purchase Contracts"), as a component of the Company's corporate units (the "Green Equity Units"). In connection with the remarketing, the interest rate on the Notes was reset to 5.365%, with the maturity date remaining as June 15, 2026. The proceeds from the remarketing of the Notes were used to purchase a portfolio of treasury securities that matured on June 13, 2024. The funds generated upon maturity of the treasury portfolio were used on June 17, 2024 to settle the Purchase Contracts. In connection with the settlement of the Purchase Contracts, the Company issued approximately 76.9 million common shares for proceeds of $1,150.0 million. The Company used the proceeds from the settlement of the Purchase Contracts to reduce existing indebtedness of the Company and its subsidiaries and for general corporate purposes.






Algonquin Power & Utilities Corp. - Management Discussion & Analysis


2024 Second Quarter Results From Operations
Key Financial Information 
Three months ended June 30
(all dollar amounts in $ millions except per share information) 2024 2023
Revenue $ 598.6  $ 627.9 
Net earnings (loss) attributable to shareholders 200.8  (253.2)
Cash provided by operating activities 236.2  261.4 
Adjusted Net Earnings1
65.2  56.2 
Adjusted EBITDA1
311.0  277.7 
Adjusted Funds from Operations1
167.9  150.2 
Dividends declared to common shareholders 83.7  75.4 
Weighted average number of common shares outstanding 701,593,792  687,847,010 
Per share
Basic net earnings (loss) $ 0.28  $ (0.37)
Diluted net earnings (loss) $ 0.28  $ (0.37)
Adjusted Net Earnings1
$ 0.09  $ 0.08 
Dividends declared to common shareholders $ 0.11  $ 0.11 
1
See Caution Concerning Non-GAAP Measures.
For the three months ended June 30, 2024, AQN reported basic net earnings per common share of $0.28 as compared to basic net loss per common share of $0.37 during the same period in 2023, an increase of $0.65.
The net earnings attributable to shareholders of $200.8 million for the three months ended June 30, 2024, were primarily driven by:
•Adjusted Net Earnings of $65.2 million, as further discussed below (see Caution Concerning Non-GAAP Measures); and
•a gain on investments carried at fair value (primarily the Company's investment in Atlantica) of $172.9 million; partially offset by:
•a loss on energy derivatives included in revenue of $12.6 million; and
•other net losses of $17.1 million comprised of costs relating to the pursuit of the sale of the Company's renewable energy business of $5.3 million, a loss of $4.9 million due to final purchase price adjustments on the previously announced sale of the Windsor Locks Thermal Facility and other miscellaneous write-offs.
The net loss attributable to shareholders of $253.2 million for the three months ended June 30, 2023, was primarily driven by:
•Adjusted Net Earnings of $56.2 million, as further discussed below (see Caution Concerning Non-GAAP Measures); offset by
•a loss on investments carried at fair value (primarily the Company's investment in Atlantica) of $311.4 million.
For the three months ended June 30, 2024, AQN reported Adjusted Net Earnings per common share of $0.09 as compared to $0.08 per common share during the same period in 2023, an increase of $0.01 (see Caution Concerning Non-GAAP Measures). Adjusted Net Earnings increased by $9.0 million period over period (see Caution Concerning Non-GAAP Measures). This increase was primarily driven by:
•an increase of $13.4 million in the Regulated Services Group's operating profit primarily due to the implementation of new rates; and
•an increase of $23.5 million in the Renewable Energy Group's operating profit primarily due to higher production across wind facilities generating 89.4% of Long Term Average Resource ("LTAR") which represents a 27.5% increase compared to the same period in 2023 including new facilities;
•a decrease of $6.3 million in net earnings attributable to the non-controlling interest due to reclassification of the Margin Loan (as defined herein) as debt from non-controlling interest; partially offset by:
•an increase of $18.5 million in depreciation expense driven by additional capital invested by the Company; and
•an increase of $16.1 million in interest expense primarily driven by increased borrowings to support growth initiatives including an increase of $6.3 million due to the reclassification of the Margin Loan as debt.

Algonquin Power & Utilities Corp. - Management Discussion & Analysis
12


For the three months ended June 30, 2024, AQN experienced an average exchange rate of Canadian to U.S. dollars of approximately 0.7308 as compared to 0.7445 in the same period in 2023, and an average exchange rate of Chilean pesos to U.S. dollars of approximately 0.0011 for the three months ended June 30, 2024 as compared to 0.0012 for the same period in 2023. As such, any period over period variance in revenue or expenses, in local currency, at any of AQN's Canadian or Chilean entities is affected by a change in the average exchange rate upon conversion to AQN's reporting currency.
For the three months ended June 30, 2024, AQN reported total revenue of $598.6 million as compared to $627.9 million during the same period in 2023, a decrease of $29.3 million or 4.7%. The major factors impacting AQN's revenue in the three months ended June 30, 2024 as compared to the same period in 2023 are as follows:

Algonquin Power & Utilities Corp. - Management Discussion & Analysis


(all dollar amounts in $ millions) Three months ended June 30
Comparative Prior Period Revenue $ 627.9 
REGULATED SERVICES GROUP
Existing Facilities
Electricity: Decrease is primarily due to lower pass through costs. This is partially offset by higher revenues at the Empire Electric System (MO) to recover previously incurred costs that resulted from the extreme winter storm conditions experienced in Texas and parts of the central U.S. in the first quarter of 2021 and the retirement of the Asbury generating plant.
(4.4)
Natural Gas: Decrease is primarily due to lower pass through commodity costs.
(17.9)
Water:
(1.3)
Other:
0.3 
(23.3)
Rate Reviews
Electricity: Decrease is primarily due to one-time revenues in the second quarter of 2023 from a retroactive rate increase at the CalPeco (CA) Electric System. This is partially offset by the implementation of new rates at the Bermuda Electric Light Company ("BELCO") Electric System retroactive to the first quarter of 2024 as well as the implementation of new rates at the CalPeco (CA), Empire (AR), and Granite State (NH) Electric Systems.
(18.4)
Natural Gas: Increase is primarily due to the implementation of new rates at the EnergyNorth (NH), and Peach State (GA) Gas Systems.

2.6 
Water: Increase is primarily due to the implementation of new rates at the Pine Bluff (AR) and Park (CA) Water Systems.
1.6 
(14.2)
Foreign Exchange (3.6)
RENEWABLE ENERGY GROUP
Existing Facilities
Hydro:
(0.2)
Wind CA: Increase is primarily driven by higher production across the majority of the Canadian wind facilities.
3.2 
Wind U.S.: Increase is primarily due to higher production across all U.S. wind facilities.
4.4 
Solar:
0.8 
Thermal & Renewable Natural Gas: Decrease is primarily due to the sale of the Windsor Locks Thermal Facility as of March 1, 2024.
(5.6)
Other: Increase is primarily due to non-recurring fees earned on development work performed for the Cedar 1 Solar Project which was sold to Atlantica on April 9, 2024.
4.9 
7.5 
New Facilities
Wind U.S: Increase is primarily driven by the Deerfield II Wind Facility and Sandy Ridge II Wind Facility.
5.0 
5.0 
Foreign Exchange (0.7)
Current Period Revenue $ 598.6 
Algonquin Power & Utilities Corp. - Management Discussion & Analysis


2024 Year-to-Date Results From Operations
Key Financial Information
Six months ended June 30
(all dollar amounts in $ millions except per share information) 2024 2023
Revenue $ 1,335.7  $ 1,406.5 
Net earnings attributable to shareholders
111.6  16.9 
Cash provided by operating activities 366.9  294.7 
Adjusted Net Earnings1
160.6  176.0 
Adjusted EBITDA1
655.2  618.7 
Adjusted Funds from Operations1
357.2  358.4 
Dividends declared to common shareholders 159.2  150.8 
Weighted average number of common shares outstanding 695,700,444  688,277,615 
Per share
Basic net earnings
$ 0.15  $ 0.02 
Diluted net earnings
$ 0.15  $ 0.02 
Adjusted Net Earnings1
$ 0.22  $ 0.25 
Dividends declared to common shareholders $ 0.22  $ 0.22 
1
See Caution Concerning Non-GAAP Measures.
For the six months ended June 30, 2024, AQN reported basic net earnings per common share of $0.15 as compared to basic net earnings per common share of $0.02 during the same period in 2023, an increase of $0.13.
The net earnings attributable to shareholders of $111.6 million for the six months ended June 30, 2024, were primarily driven by:
•Adjusted Net Earnings of $160.6 million, as further discussed below (see Caution Concerning Non-GAAP Measures); and
•a gain on investments carried at fair value (primarily the Company's investment in Atlantica) of $14.6 million; partially offset by:
•other net losses of $27.7 million, including the costs relating to the Company's pursuit of a sale of the renewable energy business of $11.2 million, a loss of $4.9 million due to final purchase price adjustments on the previously announced sale of the Windsor Locks Thermal Facility, remarketing fees on 1.18% Senior Notes of $3.3 million and other miscellaneous write-offs;
•unrealized loss on energy derivatives of $23.3 million; and
•loss on foreign exchange of $16.1 million.
The net earnings attributable to shareholders of $16.9 million for the six months ended June 30, 2023, were primarily driven by:
•Adjusted Net Earnings of $176.0 million, as further discussed below (see Caution Concerning Non-GAAP Measures); offset by
•a loss on investments carried at fair value (primarily the Company's investment in Atlantica) of $132.0 million.
For the six months ended June 30, 2024, AQN reported Adjusted Net Earnings per common share of $0.22 compared to $0.25 per common share during the same period in 2023, a decrease of $0.03 (see Caution Concerning Non-GAAP Measures). Adjusted Net Earnings decreased by $15.4 million year over year (see Caution Concerning Non-GAAP Measures), primarily due to:
•an increase of $15.5 million in the Renewable Energy Group's operating profit primarily due to new facilities.
•an increase of $24.5 million in the Regulated Services Group's operating profit primarily due to the implementation of new rates; and
•a decrease of $12.4 million in net earnings attributable to the non-controlling interest due to reclassification of the Margin Loan as debt from non-controlling interest; partially offset by:
•an increase in interest expense of $36.7 million, driven by higher interest rates as well as increased borrowings to support growth initiatives including an increase if $12.4 million due to the reclassification of the Margin Loan as debt; and
Algonquin Power & Utilities Corp. - Management Discussion & Analysis
15


•an increase in depreciation expense of $26.4 million, driven by additional capital invested by the Company.
For the six months ended June 30, 2024, AQN experienced an average exchange rate of Canadian to U.S. dollars of approximately 0.7361 as compared to 0.7421 in the same period in 2023, and an average exchange rate of Chilean pesos to U.S. dollars of approximately 0.0011 for the six months ended June 30, 2024 as compared to 0.0012 for the same period in 2023. As such, any year-over-year variance in revenue or expenses, in local currency, at any of AQN's Canadian or Chilean entities is affected by a change in the average exchange rate upon conversion to AQN's reporting currency.
For the six months ended June 30, 2024, AQN reported total revenue of $1,335.7 million as compared to $1,406.5 million during the same period in 2023, a decrease of $70.8 million or 5.0%. The major factors resulting in the decrease in AQN's revenue for the six months ended June 30, 2024 as compared to the same period in 2023 are as follows:
(all dollar amounts in $ millions) Six months ended June 30
Comparative Prior Period Revenue $ 1,406.5 
REGULATED SERVICES GROUP
Existing Facilities
Electricity: Decrease is primarily due to lower pass through commodity costs.
(25.2)
Natural Gas: Decrease is primarily due to lower pass through commodity costs.
(58.3)
Water: Increase is primarily due to higher consumption at the Suralis (Chile) Water System.
1.3 
Other: Decrease is primarily due to lower activity in the non-regulated business in Bermuda.
(4.2)
(86.4)
Rate Reviews
Electricity: Decrease is primarily due to one-time revenues in the second quarter of 2023 from a retroactive rate increase at the CalPeco (CA) Electric System. This is partially offset by the implementation of new rates at the BELCO, CalPeco (CA) Empire (AR), and Granite State (NH) Electric Systems.
(5.1)
Natural Gas: Increase is primarily due to the implementation of new rates at the EnergyNorth (NH), St. Lawrence (NY) and Peach State Gas Systems.

5.7 
Water:
0.4 
1.0 
Foreign Exchange (7.3)
RENEWABLE ENERGY GROUP
Existing Facilities
Hydro:
— 
Wind CA: Increase is primarily driven by higher production across the majority of the Canadian wind facilities.
3.6 
Wind U.S.: Increase is primarily due to higher production across the majority of the U.S. wind facilities.
6.2 
Solar: Increase is primarily driven by favourable REC revenue for the Great Bay I and Great Bay II Solar Facilities.
4.5 
Thermal & Renewable Natural Gas: Decrease is primarily due to the sale of the Windsor Locks Thermal Facility as of March 1, 2024.
(9.0)
Other: Increase is primarily due to non-recurring fees earned on development work performed for the Cedar 1 Solar Project which was sold to Atlantica on April 9, 2024.

6.1 
11.4 
New Facilities
Wind U.S: Increase is primarily driven by the Deerfield II Wind Facility and Sandy Ridge II Wind Facility.
11.0 
11.0 
Foreign Exchange (0.5)
Current Period Revenue $ 1,335.7 
Algonquin Power & Utilities Corp. - Management Discussion & Analysis


2024 Second Quarter and Year-to-Date Net Earnings Summary
Net earnings attributable to shareholders for the three months ended June 30, 2024 totaled $200.8 million as compared to net loss attributable to shareholders of $253.2 million during the same period in 2023, an increase of $454.0 million or 179.3%. Net earnings attributable to shareholders for the six months ended June 30, 2024 totaled $111.6 million as compared to net earnings attributable to shareholders of $16.9 million during the same period in 2023, an increase of $94.7 million or 560.4%.The following table outlines the changes to net earnings (loss) attributable to shareholders for the three and six months ended June 30, 2024 as compared to the same period in 2023. A more detailed analysis of these factors can be found under AQN: Corporate and Other Expenses.
Change in net earnings (loss) attributable to shareholders Three months ended Six months ended
June 30 June 30
(all dollar amounts in $ millions) 2024 2024
Net earnings attributable to shareholders – Prior Period Balance $ (253.2) $ 16.9 
Adjusted EBITDA1
33.3  36.5 
Net earnings attributable to the non-controlling interest, exclusive of HLBV 8.7  13.7 
Income tax expense
(50.8) (14.8)
Interest expense (16.1) (36.7)
Other net losses 23.3  16.1 
Unrealized loss on energy derivatives included in revenue (12.7) (23.4)
HLBV prior period adjustment within equity income —  (8.5)
Pension and post-employment non-service costs 1.3  2.9 
Change in value of investments carried at fair value 484.3  146.6 
Gain on derivative financial instruments (0.9) (3.0)
Foreign exchange 2.1  (8.3)
Depreciation and amortization (18.5) (26.4)
Net loss attributable to shareholders – Current Period Balance $ 200.8  $ 111.6 
Change in Net Earnings ($)
$ 454.0  $ 94.7 
Change in Net Earnings (%)
179.3  % 560.4  %
1
See Caution Concerning Non-GAAP Measures.
During the three months ended June 30, 2024, cash provided by operating activities totaled $236.2 million as compared to $261.4 million during the same period in 2023, a decrease of $25.2 million primarily as a result of changes in working capital items. During the three months ended June 30, 2024, Adjusted Funds from Operations totaled $167.9 million as compared to Adjusted Funds from Operations of $$150.2 million during the same period in 2023, an increase of $17.7 million (see Caution Concerning Non-GAAP Measures).

During the six months ended June 30, 2024, cash provided by operating activities totaled $366.9 million as compared to $294.7 million during the same period in 2023, an increase of $72.2 million primarily as a result of changes in working capital items. During the six months ended June 30, 2024, Adjusted Funds from Operations totaled $357.2 million as compared to Adjusted Funds from Operations of $358.4 million during the same period in 2023, a decrease of $1.2 million (see Caution Concerning Non-GAAP Measures).






Algonquin Power & Utilities Corp. - Management Discussion & Analysis
17


2024 Second Quarter and Year-to-Date Adjusted EBITDA Summary
Adjusted EBITDA for the three months ended June 30, 2024 totaled $311.0 million as compared to $277.7 million during the same period in 2023, an increase of $33.3 million or 12.0%. Adjusted EBITDA for the six months ended June 30, 2024 totaled $655.2 million as compared to $618.7 million during the same period in 2023, an increase of $36.5 million or 5.9% (see Caution Concerning Non-GAAP Measures).
The breakdown of Adjusted EBITDA by the Company's main business units and a summary of changes are shown below.
Three months ended Six months ended
Adjusted EBITDA1 by business units
June 30 June 30
(all dollar amounts in $ millions) 2024 2023 2024 2023
Divisional Operating Profit for Regulated Services Group1
$ 212.8  $ 199.4  $ 469.7  $ 445.2 
Divisional Operating Profit for Renewable Energy Group1
99.7  76.2  186.9  171.4 
Other Income & Expenses (1.5) 2.1  (1.4) 2.1 
Total AQN Adjusted EBITDA1
$ 311.0  $ 277.7  $ 655.2  $ 618.7 
Change in Adjusted EBITDA1 ($)
$ 33.3  $ 36.5 
Change in Adjusted EBITDA1 (%)
12.0  % 5.9  %
Change in Adjusted EBITDA1 Breakdown
Three months ended June 30, 2024
(all dollar amounts in $ millions) Regulated Services Renewable Energy Corporate Total
Prior period balances $ 199.4  $ 76.2  $ 2.1  $ 277.7 
Existing Facilities and Investments 3.7  17.5  (3.6) 17.6 
New Facilities and Investments —  5.1  —  5.1 
Rate Reviews
10.1  —  —  10.1 
Foreign Exchange Impact (0.4) 0.9  —  0.5 
Total change during the period $ 13.4  $ 23.5  $ (3.6) $ 33.3 
Current period balances $ 212.8  $ 99.7  $ (1.5) $ 311.0 

Change in Adjusted EBITDA1 Breakdown
Six months ended June 30, 2024
(all dollar amounts in $ millions) Regulated Services Renewable Energy Corporate Total
Prior period balances $ 445.2  $ 171.4  $ 2.1  $ 618.7 
Existing Facilities and Investments 5.8  3.4  (3.5) 5.7 
New Facilities and Investments —  10.9  —  10.9 
Rate Reviews 20.9  —  —  20.9 
Foreign Exchange Impact (2.2) 1.2  —  (1.0)
Total change during the period $ 24.5  $ 15.5  $ (3.5) $ 36.5 
Current period balances $ 469.7  $ 186.9  $ (1.4) $ 655.2 
1
See Caution Concerning Non-GAAP Measures.
Algonquin Power & Utilities Corp. - Management Discussion & Analysis
18


REGULATED SERVICES GROUP
The Regulated Services Group primarily operates rate-regulated utilities that as of June 30, 2024 provided distribution services to approximately 1,260,000 customer connections in the electric, natural gas, and water and wastewater sectors which is an increase of approximately 2,000 customer connections as compared to June 30, 2023.
The Regulated Services Group's strategy is to grow its business organically and through acquisitions. The Regulated Services Group believes that its business results are maximized by building constructive regulatory and customer relationships, and enhancing customer connections in the communities in which it operates.
Utility System Type As at June 30
2024 2023
(all dollar amounts in $ millions) Assets
Net Utility Sales1
Total Customer Connections2
Assets
Net Utility Sales1
Total Customer Connections2
Electricity 5,352.3  430.5  310,000  5,056.9  420.3  309,000 
Natural Gas 1,866.2  209.3  376,000  1,741.1  206.8  376,000 
Water and Wastewater 1,692.1  169.6  574,000  1,645.9  175.6  573,000 
Other 140.8  25.7  313.6  26.4 
Total $ 9,051.4  $ 835.1  1,260,000  $ 8,757.5  $ 829.1  1,258,000 
Accumulated Deferred Income Taxes Liability $ 782.4  $ 722.3 
1
Net Utility Sales for the six months ended June 30, 2024 and 2023. See Caution Concerning Non-GAAP Measures.
2 Total Customer Connections represents the sum of all active and vacant customer connections.
The Regulated Services Group aggregates the performance of its utility operations by utility system type – electricity, natural gas, and water and wastewater systems.
The electric distribution systems are comprised of regulated electrical distribution utility systems and served approximately 310,000 customer connections in the U.S. States of California, New Hampshire, Missouri, Kansas, Oklahoma and Arkansas and in Bermuda as at June 30, 2024.
The natural gas distribution systems are comprised of regulated natural gas distribution utility systems and served approximately 376,000 customer connections located in the U.S. States of New Hampshire, Illinois, Iowa, Missouri, Georgia, Massachusetts and New York and in the Canadian Province of New Brunswick as at June 30, 2024.
The water and wastewater distribution systems are comprised of regulated water distribution and wastewater collection utility systems and served approximately 574,000 customer connections located in the U.S. States of Arkansas, Arizona, California, Illinois, Missouri, New York, and Texas and in Chile as at June 30, 2024.
Algonquin Power & Utilities Corp. - Management Discussion & Analysis
19


2024 Second Quarter and Year-to-Date Usage Results
Electric Distribution Systems Three months ended June 30 Six months ended June 30
  2024 2023 2024 2023
Average Active Electric Customer Connections For The Period
Residential
263,500  262,700  263,300  262,500 
Commercial and industrial 43,000  42,700  43,000  42,600 
Total Average Active Electric Customer Connections For The Period 306,500  305,400  306,300  305,100 
Customer Usage (GW-hrs)
Residential 586.9  574.1  1,383.6  1,329.2 
Commercial and industrial 900.3  918.9  1,844.0  1,842.3 
Total Customer Usage (GW-hrs) 1,487.2  1,493.0  3,227.6  3,171.5 
For the three months ended June 30, 2024, the electric distribution systems' usage totaled 1,487.2 GW-hrs as compared to 1,493.0 GW-hrs for the same period in 2023, a decrease of 5.8 GW-hrs or 0.4%.
For the six months ended June 30, 2024, the electric distribution systems' usage totaled 3,227.6 GW-hrs as compared to 3,171.5 GW-hrs for the same period in 2023, an increase of 56.1 GW-hrs or 1.8%. The increase in electricity consumption is primarily due to favourable weather at the Empire Electric System.
Approximately 47% of the Regulated Services Group's electric distribution systems' revenues are not expected to be impacted by changes in customer usage, as they are subject to volumetric decoupling or represent fixed fee billings.
Natural Gas Distribution Systems Three months ended June 30 Six months ended June 30
2024 2023 2024 2023
Average Active Natural Gas Customer Connections For The Period
Residential 323,300  321,700  324,100  322,800 
Commercial and industrial 40,000  39,900  40,100  40,000 
Total Average Active Natural Gas Customer Connections For The Period 363,300  361,600  364,200  362,800 
Customer Usage (MMBTU)
Residential 3,393,000  3,184,000  13,667,000  13,215,000 
Commercial and industrial 4,018,000  4,196,000  12,736,000  12,910,000 
Total Customer Usage (MMBTU) 7,411,000  7,380,000  26,403,000  26,125,000 
For the three months ended June 30, 2024, usage at the natural gas distribution systems totaled 7,411,000 MMBTU as compared to 7,380,000 MMBTU during the same period in 2023, an increase of 31,000 MMBTU, or 0.4%. The increase in customer usage is primarily due to customer growth at the EnergyNorth Gas System.
For the six months ended June 30, 2024, usage at the natural gas distribution systems totaled 26,403,000 MMBTU as
compared to 26,125,000 MMBTU during the same period in 2023, an increase of 278,000 MMBTU, or 1.1%. The
increase in customer usage was primarily due to colder weather at the Peach State Gas System and customer growth at the EnergyNorth Gas System.
Approximately 86% of the Regulated Services Group's gas distribution systems' revenues are not expected to be impacted by changes in customer usage, as they are subject to volumetric decoupling or represent fixed fee billings.


Algonquin Power & Utilities Corp. - Management Discussion & Analysis
20


Water and Wastewater Distribution Systems Three months ended June 30 Six months ended June 30
2024 2023 2024 2023
Average Active Customer Connections For The Period
Wastewater customer connections 55,700  55,700  55,500  55,400 
Water distribution customer connections 509,700  504,900  504,800  503,800 
Total Average Active Customer Connections For The Period 565,400  560,600  560,300  559,200 
Gallons Provided (millions of gallons)
Wastewater treated 918  873  1,850  1,761 
Water provided 9,243  9,712  18,073  18,219 
Total Gallons Provided (millions of gallons) 10,161  10,585  19,923  19,980 
For the three months ended June 30, 2024, the water and wastewater distribution systems provided approximately 9,242.7 million gallons of water to customers and treated approximately 918 million gallons of wastewater. This is compared to 9,712 million gallons of water provided and 873 million gallons of wastewater treated during the same period in 2023, a decrease in total gallons provided of 469 million or 4.8% and an increase in total gallons treated of 45 million or 5.2%. This decrease in water provided is primarily due to a one-time billing adjustment in the second quarter of 2023 at the New York Water System. The increase in wastewater treated is primarily due to the opening of a new wastewater treatment plant at the Litchfield Park Water System.
For the six months ended June 30, 2024, the water and wastewater distribution systems provided approximately 18,073 million gallons of water to customers and treated approximately 1,850 million gallons of wastewater. This is compared to 18,219 million gallons of water provided and 1,761 million gallons of wastewater treated during the same period in 2023, a decrease in total gallons provided of 146 million or 0.8% and an increase in total gallons treated of 89 million or 5.1%. This decrease in water provided is a due to one-time billing adjustment in the second quarter of 2023 at the New York Water System. The increase in wastewater treated is primarily due to customer growth and the opening of a new wastewater treatment plant at the Litchfield Park Water System.
Approximately 50% of the Regulated Services Group's water and wastewater distribution systems' revenues are not expected to be impacted by changes in customer usage, as they are subject to volumetric decoupling or represent fixed fee billings.


Algonquin Power & Utilities Corp. - Management Discussion & Analysis


2024 Second Quarter and Year-to-Date Regulated Services Group Operating Results
Three months ended Six months ended
June 30 June 30
(all dollar amounts in $ millions) 2024 2023 2024 2023
Revenue
Regulated electricity distribution $ 304.3  $ 328.2  $ 610.1  $ 644.2 
Less: Regulated electricity purchased (81.7) (98.3) (179.6) (223.9)
Net Utility Sales – electricity1
222.6  229.9  430.5  420.3 
Regulated gas distribution 94.2  109.5  328.2  380.7 
Less: Regulated gas purchased (22.9) (36.2) (118.9) (173.9)
Net Utility Sales – natural gas1
 
71.3  73.3  209.3  206.8 
Regulated water reclamation and distribution 92.8  95.9  177.8  183.3 
Less: Regulated water purchased (4.3) (3.8) (8.2) (7.7)
Net Utility Sales – water reclamation and distribution1
88.5  92.1  169.6  175.6 
Other revenue2
13.9  12.8  25.7  26.4 
Net Utility Sales1,3
396.3  408.1  835.1  829.1 
Operating expenses (215.7) (228.8) (423.2) (425.7)
Income from long-term investments
7.5  9.3  15.4  19.7 
HLBV4
24.7  10.8  42.4  22.1 
Divisional Operating Profit1,5
$ 212.8  $ 199.4  $ 469.7  $ 445.2 
1
See Caution Concerning Non-GAAP Measures.
2
See Note 18 in the unaudited interim condensed consolidated financial statements.
3
This table contains a reconciliation of Net Utility Sales to revenue. The relevant sections of the table are derived from and should be read in conjunction with the unaudited interim condensed consolidated statement of operations and Note 18 in the unaudited interim condensed consolidated financial statements, "Segmented Information". This supplementary disclosure is intended to more fully explain disclosures related to Net Utility Sales and provides additional information related to the operating performance of the Regulated Services Group. Investors are cautioned that Net Utility Sales should not be construed as an alternative to revenue.
4
HLBV income represents the value of net tax attributes monetized by the Regulated Services Group in the period at the Luning and Turquoise Solar Facilities and the Neosho Ridge, Kings Point and North Fork Ridge Wind Facilities.
5
This table contains a reconciliation of Divisional Operating Profit to revenue for the Regulated Services Group. The relevant sections of the table are derived from and should be read in conjunction with the unaudited interim condensed consolidated statement of operations and Note 18 in the unaudited interim condensed consolidated financial statements, "Segmented Information". This supplementary disclosure is intended to more fully explain disclosures related to Divisional Operating Profit and provides additional information related to the operating performance of the Regulated Services Group. Investors are cautioned that Divisional Operating Profit should not be construed as an alternative to revenue.
Algonquin Power & Utilities Corp. - Management Discussion & Analysis
22


2024 Second Quarter Operating Results
For the three months ended June 30, 2024, the Regulated Services Group reported revenue of $491.3 million (comprised of $304.3 million of regulated electricity distribution, $94.2 million of regulated gas distribution and $92.8 million of regulated water reclamation and distribution) as compared to revenue of $533.6 million in the comparable period in the prior year (comprised of $328.2 million of regulated electricity distribution, $109.5 million of regulated gas distribution and $95.9 million of regulated water reclamation and distribution).
For the three months ended June 30, 2024, the Regulated Services Group reported a Divisional Operating Profit (excluding corporate administration expenses) of $212.8 million as compared to $199.4 million for the comparable period in the prior year (see Caution Concerning Non-GAAP Measures).
Highlights of the changes are summarized in the following table:
(all dollar amounts in $ millions) Three months ended June 30
Prior Period Divisional Operating Profit1
$ 199.4 
Existing Facilities
Electricity: Increase is primarily due to higher HLBV income of approximately $13.8 million at the Empire Electric System (MO, KS, AR, OK) as a result of normalized wind resources.
17.9 
Natural Gas: Decrease is primarily due to higher operating expenses across the majority of gas systems, including approximately $3.0 million related to a one-time bad debt expense and approximately $3.6 million of one-time revenues recorded in the second quarter of 2023.
(11.8)
Water: Decrease is primarily related to higher operating expenses at the majority of water and sewer systems.
(3.1)
Other:
0.7 
3.7 
Rate Reviews
Electricity: Increase is primarily due to the implementation of new rates at the BELCO Electric System retroactive to the first quarter of 2024 as well as the implementation of new rates at the CalPeco (CA), Empire (AR), and Granite State (NH) Electric Systems. This is partially offset by approximately $11.2 million of one-time revenues in the second quarter of 2023 from a retroactive rate increase at the CalPeco (CA) Electric System.
5.9 
Natural Gas: Increase is primarily due to the implementation of new rates at the EnergyNorth (NH), and Peach State (GA) Gas Systems.
2.6 
Water: Increase is primarily due to the implementation of new rates at the Pine Bluff (AR) and Park (CA) Water Systems.
1.6 
10.1 
Foreign Exchange (0.4)
Current Period Divisional Operating Profit1
$ 212.8 
1
See Caution Concerning Non-GAAP Measures.
Algonquin Power & Utilities Corp. - Management Discussion & Analysis
23


2024 Year-to-Date Operating Results
For the six months ended June 30, 2024, the Regulated Services Group reported revenue of $1,116.1 million (comprised of $610.1 million of regulated electricity distribution revenue, $328.2 million of regulated natural gas distribution revenue and $177.8 million of regulated water reclamation and distribution revenue) as compared to revenue of $1,208.2 million in the same period in the prior year (comprised of $644.2 million of regulated electricity distribution revenue, $380.7 million of regulated natural gas distribution revenue and $183.3 million of regulated water reclamation and distribution revenue).
For the six months ended June 30, 2024, the Regulated Services Group reported a Divisional Operating Profit (excluding corporate administration expenses) of $469.7 million as compared to $445.2 million in the comparable period in the prior year (see Caution Concerning Non-GAAP Measures).
Highlights of the changes are summarized in the following table:
(all dollar amounts in $ millions) Six months ended June 30
Prior Period Divisional Operating Profit1
$ 445.2 
Existing Facilities
Electricity: Increase is primarily due to higher HLBV income of approximately $13.8 million at the Empire Electric System (MO, KS, AR, OK) as a result of normalized wind resources.
25.8 
Natural Gas: Decrease is primarily due to higher operating expenses across the majority of gas systems, including approximately $3.0 million related to a one-time bad debt expense and approximately $3.6 million of one-time revenues recorded in the second quarter of 2023.
(13.5)
Water: Decrease is primarily related to higher operating expenses at the majority of water and sewer systems.
(4.2)
Other: Decrease is primarily due to lower interest income on regulatory asset accounts primarily related to the Empire (MO) Electric System bond securitization.
(2.3)
5.8 
Rate Reviews
Electricity: Increase is primarily due to the implementation of new rates at the BELCO, CalPeco (CA) Empire (AR), and Granite State (NH) Electric Systems partially offset by one-time revenues in the second quarter of 2023 from a retroactive rate increase at the CalPeco (CA) Electric System.
14.8 
Natural Gas: Increase is primarily due to the implementation of new rates at the EnergyNorth (NH), St. Lawrence (NY) and Peach State Gas Systems.

5.7 
Water:
0.4 
20.9 
Foreign Exchange (2.2)
Current Period Divisional Operating Profit1
$ 469.7 
1
See Caution Concerning Non-GAAP Measures.


Algonquin Power & Utilities Corp. - Management Discussion & Analysis
24


Regulatory Proceedings
2024 represents the most active rate case schedule in the Company’s history. In addition to already filed rate cases, the Company plans to file rate cases at its Empire Electric (Missouri) System, Calpeco Electric System, St. Lawrence Gas System, Litchfield Park Water & Sewer System, and New England Natural Gas System in the second half of 2024 or the first half of 2025. Timing of the filing of these rate cases is dependent on, among other things, the successful adoption and use of the recently deployed customer solution technology platform.

The following table summarizes the major regulatory proceedings currently underway or completed or effective in 2024 within the Regulated Services Group.
Utility Jurisdiction Regulatory Proceeding Type Rate Request
(millions)
Current Status
Completed Rate Reviews
BELCO Bermuda
General Rate Case ("GRC")
$34.8
On September 30, 2021, filed its revenue allowance application in which it requested a $34.8 million increase for 2022 and a $6.1 million increase for 2023. On March 18, 2022, the Regulatory Authority ("RA") approved an annual increase of $22.8 million, for a revenue allowance of $224.1 million for 2022 and $226.2 million for 2023. The RA authorized a 7.16% rate of return, comprised of a 62% equity and an 8.92% return on equity ("ROE"). In April 2022, BELCO filed an appeal in the Supreme Court of Bermuda challenging the decisions made by the RA through the recent Retail Tariff Review. On February 23, 2024, the Bermuda Supreme Court issued an order denying the BELCO appeal.
Empire Electric Arkansas GRC $7.3
On February 14, 2023, filed an application seeking an increase in revenues of $7.3 million based on an ROE of 10.25% and an equity ratio of 56% to be phased in over three years. On December 7, 2023, the Arkansas Public Service Commission issued an order approving the settlement agreement authorizing a revenue increase of $5.3 million. New rates became effective January 1, 2024.
BELCO Bermuda GRC $59.1
On October 17, 2023, filed its revenue allowance application in which it requested a $59.1 million increase for 2024 and 2025 based on a weighted average cost of capital of 10.13%. On May 30, 2024, the RA issued a final order authorizing a revenue increase of $33.6 million for 2024 and 2025 based on a weighted average cost of capital of 7.79%. New base rates became effective August 1, 2024.
Algonquin Power & Utilities Corp. - Management Discussion & Analysis
25


Utility Jurisdiction Regulatory Proceeding Type Rate Request
(millions)
Current Status
Pending Rate Reviews
Granite State Electric New Hampshire GRC $15.5
On May 5, 2023, filed an application seeking a permanent increase in revenues of $15.5 million based on an ROE of 10.35% and an equity ratio of 55%. Temporary rates of $5.5 million were implemented on July 1, 2023. On December 13, 2023, the Department of Energy ("DOE") filed a motion seeking to dismiss the case. An evidentiary hearing was held on January 23, 2024. The case has been stayed by the New Hampshire Public Utilities Commission ("NHPUC") until May 15, 2024 so that it may contemplate the motion and the Company's third-party review of its financial information. On April 2, 2024 the NHPUC directed the Company to cooperate with the DOE and all other parties to develop a mutually-agreeable scope of work for the third-party report, to be filed with the NHPUC no later than April 15, 2024. Because there was not agreement on the scope of work, the Company filed the third-party report which concluded that the accounting information included in the rate filing provides a sufficient basis for determining the Company’s revenue requirement and that 2023 accounting data provides a sufficient basis for inclusion in the Company’s regulatory filings. On April 24, 2024, the Company filed an updated revenue requirement, seeking an increase in revenues of $14.7 million. On April 30, 2024, the NHPUC rejected the scope of the third-party report that was submitted, ordered an independent audit facilitated by the DOE with a procedural schedule for the next phase of the proceeding due no later than May 20, 2024, and deferred a ruling on the DOE motion to dismiss. The NHPUC extended the stay until September 16, 2024 to assess the issues that have been raised in the docket and called for a status report required by August 30, 2024.
New York Water New York GRC $39.7
On May 4, 2023, filed an application seeking an increase in revenues of $39.7 million based on an ROE of 10% and an equity ratio of 50%. On May 31, 2024, the Staff of the Department of Public Service ("DPS Staff") and the Company filed a Joint Proposal resolving all contested issues. On July 16, 2024, an evidentiary hearing was held on the Joint Proposal. A final order is expected in the third quarter of 2024.
Algonquin Power & Utilities Corp. - Management Discussion & Analysis


Utility Jurisdiction Regulatory Proceeding Type Rate Request
(millions)
Current Status
EnergyNorth Gas New Hampshire GRC $27.5
On July 27, 2023, filed an application seeking an increase in revenues of $27.5 million based on an ROE of 10.35% and an equity ratio of 55%. Temporary rates of $8.7 million were approved by the Commission on October 31, 2023. The temporary rate increase is retroactive to October 1, 2023. On February 5, 2024, the Company requested that the NHPUC stay the case until April 12, 2024 so that the Company can provide the Commission with a third-party review of the financial information upon which the revenue requirement is predicated. On February 16, 2024, the DOE filed a motion seeking to dismiss the case. On March 14, 2024 the Commission issued an order staying the case until June 7, 2024, so that it may contemplate the motion and so that the Company can provide the NHPUC with a third-party review of the financial information within the rate application. On April 17, 2024, the Company filed a proposed scope for the third-party review. On June 4, 2024, a status conference was held. The NHPUC has not extended the stay or issued a revised procedural schedule for the case but on August 2, 2024 ordered the DOE to file a status update on or before August 16, 2024.
Midstates Gas Illinois GRC $5.3
On December 20, 2023, filed an application seeking an increase in revenues of $5.3 million based on an ROE of 10.80% and an equity ratio of 54%. On April 24, 2024, Staff of the Illinois Commerce Commission ("ICC Staff") filed testimony recommending a $0.6 million rate decrease. On May 16, 2024, the Company filed updated rebuttal testimony revising its proposed revenue increase to $4.6 million. On June 20, 2024, ICC Staff filed its rebuttal testimony recommending a base rate revenue increase of $2.1 million, and the Company filed surrebuttal testimony revising its proposed revenue increase to $4.1 million. A hearing was held on June 27, 2024. On July 25, 2024, the ICC Staff filed a legal brief recommending an increase of $3.1 million.
Rio Rico Water & Sewer, Bella Vista Water, Beardsley Water, Cordes Lakes Water Arizona GRC $5.4
On December 28, 2023, filed an application seeking an increase in revenues of $5.4 million based on an ROE of 10.95% and an equity ratio of 54%. On June 26, 2024, the Arizona Corporation Commission granted the Company's request to extend the procedural schedule by five months.
Park Water California GRC $9.3
On January 2, 2024, filed an application seeking an increase in revenues of $9.3 million based on an ROE of 9.35% and an equity ratio of 57%. On July 24, 2024, the Public Advocates Office at the California Public Utilities Commission filed testimony recommending a $2.4 million decrease in revenues for 2025.
Apple Valley Water California GRC $3.1
On January 2, 2024, filed an application seeking an increase in revenues of $3.1 million based on an ROE of 9.35% and an equity ratio of 57%. On July 24, 2024, the Public Advocates Office at the California Public Utilities Commission filed testimony recommending a $3.9 million decrease in revenues for 2025.
Algonquin Power & Utilities Corp. - Management Discussion & Analysis


Utility Jurisdiction Regulatory Proceeding Type Rate Request
(millions)
Current Status
Midstates Gas Missouri GRC $13.2
On February 9, 2024, filed an application seeking an increase in revenues of $13.2 million based on an ROE of 10.80% and an equity ratio of 52.92%. On July 18, 2024, the Staff of the Missouri Public Service Commission and Office of the Public Counsel ("OPC") filed direct testimony. Staff proposed a base revenue increase of $4.4 million based on a 50% equity ratio and 9.45% ROE. OPC recommended a 47.5% equity ratio and 9.50% ROE. Rebuttal testimony is due August 22, 2024.
Missouri Water Missouri GRC $8.1 On March 13, 2024, filed an application seeking an increase in revenues of $8.1 million based on an ROE of 10.62% and an equity ratio of 52.6%.
Arkansas Water Arkansas GRC $2.3 On March 14, 2024, filed an application seeking an increase in revenues of $2.3 million based on an ROE of 10.62% and an equity ratio of 52.5%.
New Brunswick Gas
New Brunswick
GRC
$1.6
On April 15, 2024, filed an application seeking an increase in revenues of $1.6 million based on an ROE of 9.80% and an equity ratio of 45%.


Algonquin Power & Utilities Corp. - Management Discussion & Analysis


RENEWABLE ENERGY GROUP
2024 Second Quarter and Year-to-Date Electricity Generation Performance
Long-Term Average Resource1
Three months ended June 30
Long-Term Average Resource1
Six months ended June 30
(Performance in GW-hrs sold) 2024 2023 2024 2023
Hydro Facilities:
Maritime Region 62.4  40.7  46.8  89.9  76.2  77.7 
Quebec Region 82.4  84.4  80.4  138.4  154.5  144.0 
Ontario Region 29.0  29.3  26.3  67.3  58.5  59.2 
Western Region 19.0  18.4  13.8  28.6  26.4  21.8 
192.8  172.8  167.3  324.2  315.6  302.7 
Canadian Wind Facilities:
St. Damase 16.4  13.7  17.3  37.3  33.6  33.9 
St. Leon 99.5  110.8  78.8  220.9  212.2  188.2 
Red Lily2
20.8  23.7  17.6  44.0  45.7  39.0 
Morse 25.2  24.7  19.1  55.7  47.7  45.3 
Amherst 53.4  48.8  43.9  118.7  107.8  104.2 
Blue Hill3
160.2  122.6  103.2  348.4  217.7  255.4 
EBR4
18.0  15.6  15.2  37.8  32.5  32.4 
393.5  359.9  295.1  862.8  697.2  698.4 
U.S. Wind Facilities:
Sandy Ridge 37.7  24.6  22.8  84.8  64.1  59.0 
Minonk 167.8  178.2  136.1  355.2  374.7  337.7 
Senate 137.4  109.6  102.0  288.7  222.1  248.4 
Shady Oaks 92.4  84.5  80.3  200.6  187.1  180.4 
Odell5
208.2  213.8  189.5  438.7  426.6  414.4 
Deerfield5
121.1  122.9  99.7  281.5  279.3  259.8 
Sugar Creek5
175.5  176.3  146.9  378.1  379.0  350.1 
Maverick Creek6
518.0  371.8  330.0  1,021.3  739.9  790.2 
Deerfield II7
85.8  74.9  51.6  194.8  165.2  58.8 
Sandy Ridge II9
56.9  47.2  —  138.9  118.9  — 
Shady Oaks II10
81.0  90.7  —  192.0  188.6  — 
1,681.8  1,494.5  1,158.9  3,574.6  3,145.5  2,698.8 
Solar Facilities:
Cornwall 5.1  4.8  5.2  7.7  7.5  7.2 
Bakersfield 26.3  21.4  22.3  39.2  31.5  32.3 
Great Bay 65.2  61.6  64.0  111.9  106.9  108.0 
Altavista 54.1  49.5  49.7  90.9  85.8  83.8 
Dimension
8.2  7.1  2.0  11.4  7.9  3.2 
New Market Solar11
68.4  59.0  —  80.3  74.4  — 
Hayhurst New Mexico12
17.7  19.7  —  30.1  32.3  — 
Hayhurst Texas13
14.1  16.2  —  14.1  16.2  — 
259.1  239.3  143.2  385.6  362.5  234.5 
Renewable Energy Performance 2,527.2  2,266.5  1,764.5  5,147.2  4,520.8  3,934.4 
Thermal Facilities:
Sanger
N/A8
0.9  1.0 
N/A7
1.4  10.4 
0.9  1.0  1.4  10.4 
Total Performance14
2,267.4  1,765.5  4,522.2  3,944.8 
Algonquin Power & Utilities Corp. - Management Discussion & Analysis
29



1
LTAR is based on weather resource studies done at the inception of each project.
2 AQN owns a 75% equity interest but accounts for the facility using the equity method. Figures show full energy produced by the facility.
3
AQN owns a 20% equity interest but accounts for the facility using the equity method. Figures show expected LTAR and full energy produced by the facility during the quarter. Actual production excludes 34.4 GW-hrs of generation that was compensated under equipment availability warranties.
4
AQN owns a 50% equity interest but accounts for the facility using the equity method. Figures show full energy produced by the facility during the quarter.
5 AQN owns a 51% equity interest in the Sugar Creek, Odell and Deerfield Wind Facilities but consolidates the facilities for accounting purposes. Figures show full energy produced by the facilities during the quarter.
6
Actual production excludes 41.9 GW-hrs of generation that was compensated under equipment availability warranties.
7
The Deerfield II Wind Facility achieved commercial operations (“COD”) on March 23, 2023. Prior to June 15, 2023, AQN owned a 50% interest in the facility. On June 15, 2023, AQN acquired the remaining 50% interest that it did not previously own. Figures show full energy produced by the facility during the quarter.
8 Natural gas fired co-generation facility.
9
The Sandy Ridge II Wind Facility achieved COD on September 16, 2023. Prior to February 15, 2024, AQN owned a 50% interest in the facility. On February 15, 2024, AQN acquired the remaining 50% interest that it did not previously own. Figures show full energy produced by the facility during the quarter.
10
The Shady Oaks II Wind Facility achieved COD on October 10, 2023. Prior to June 26, 2024, AQN owned a 50% interest in the facility. On June 26, 2024, AQN acquired the remaining 50% interest that it did not previously own. Figures show full energy produced by the facility during the quarter.
11
The New Market Solar Facility achieved COD on March 1, 2024. Prior to June 26, 2024, AQN owned a 50% interest in the facility. On June 26, 2024, AQN acquired the remaining 50% interest that it did not previously own. Figures show full energy produced by the facility during the quarter.
12 The Hayhurst New Mexico Solar Facility achieved COD on November 6, 2023. AQN owns 50% equity interest but accounts for the facility using the equity method. Figures show expected LTAR and full energy produced by the facility during the quarter.
13
The Hayhurst Texas Solar Facility achieved COD on April 17, 2024. AQN owns 50% equity interest but accounts for the facility using the equity method. Figures show expected LTAR and full energy produced by the facility during the quarter.
14
Total Performance represents actual energy produced by each facility. Lower than expected turbine availability will contribute to generation shortfalls relative to LTAR in some instances. The Company recognizes availability revenue when such shortfalls are compensated for under various long term service and maintenance agreements. The compensated generation is not reflected in the actual energy produced by each facility.
2024 Second Quarter Renewable Energy Group Performance
For the three months ended June 30, 2024, the Renewable Energy Group generated 2,267.4 GW-hrs of electricity as compared to 1,765.5 GW-hrs during the same period in 2023.
For the three months ended June 30, 2024, the hydro facilities generated 172.8 GW-hrs of electricity as compared to 167.3 GW-hrs produced in the same period in 2023, an increase of 3.3%. Electricity generated represented 89.6% of LTAR as compared to 86.8% during the same period in 2023.
For the three months ended June 30, 2024, the wind facilities produced 1,854.4 GW-hrs of electricity as compared to 1,454.0 GW-hrs produced in the same period in 2023, an increase of 27.5%. Excluding the Sandy Ridge II Wind Facility, which achieved COD on September 16, 2023, and the Shady Oaks II Wind Facility, which achieved COD on October 10, 2023, production was 22.4% above the same period last year. The wind facilities, including new facilities, generated electricity equal to 89.4% of LTAR as compared to 75.0% during the same period in 2023. Production for the three months ended June 30, 2024 excludes 68.4 GW-hrs of generation compensated under equipment availability warranties which represents 3.3% of LTAR.
For the three months ended June 30, 2024, the solar facilities generated 239.3 GW-hrs of electricity as compared to 143.2 GW-hrs of electricity in the same period in 2023, an increase of 67.1%. Excluding the Hayhurst New Mexico Solar Facility, which achieved COD on November 6, 2023, the New Market Solar Facility, which achieved COD on March 1, 2024, and the Hayhurst Texas Solar Facility which achieved COD on April 17, 2024, production was 12.2% above the same period last year. The solar facilities, including new facilities, generated electricity equal to 92.4% of LTAR as compared to 90.1% in the same period in 2023.
For the three months ended June 30, 2024, the thermal facilities generated 0.9 GW-hrs of electricity as compared to 1.0 GW-hrs of electricity during the same period in 2023.


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2024 Year-to-Date Renewable Energy Group Performance
For the six months ended June 30, 2024, the Renewable Energy Group generated 4,522.2 GW-hrs of electricity as compared to 3,944.8 GW-hrs during the same period in 2023.
For the six months ended June 30, 2024, the hydro facilities generated 315.6 GW-hrs of electricity as compared to 302.7 GW-hrs produced in the same period in 2023, an increase of 4.3%. Electricity generated represented 97.3% of LTAR as compared to 93.4% during the same period in 2023.
For the six months ended June 30, 2024, the wind facilities produced 3,842.7 GW-hrs of electricity as compared to 3,397.2 GW-hrs produced in the same period in 2023, an increase of 13.1%. Excluding the Deerfield II Wind Facility, which achieved COD on March 23, 2023, the Sandy Ridge II Wind Facility, which achieved COD on September 16, 2023, and the Shady Oaks II Wind Facility, which achieved COD on October 10, 2023, production was 2.2% above the same period last year. The wind facilities generated electricity equal to 86.6% of LTAR as compared to 84.8% during the same period in 2023. Production for the three months ended June 30, 2024 excludes 151.9 GW-hrs of generation compensated under equipment availability warranties which represents 3.4% of LTAR.
For the six months ended June 30, 2024, the solar facilities generated 362.5 GW-hrs of electricity as compared to 234.5 GW-hrs of electricity produced in the same period in 2023, an increase of 54.6%. Excluding the Hayhurst New Mexico Solar Facility, which achieved COD on November 6, 2023, the New Market Solar Facility, which achieved COD on March 1, 2024, and the Hayhurst Texas Solar Facility, which achieved COD on April 17, 2024, production was 2.2% above the same period last year. The solar facilities generated electricity equal to 94.0% of LTAR as compared to 89.8% in the same period in 2023.
For the six months ended June 30, 2024, the thermal facilities generated 1.4 GW-hrs of electricity as compared to 10.4 GW-hrs of electricity during the same period in 2023.
2024 Second Quarter and Year-to-Date Renewable Energy Group Operating Results
Three months ended Six months ended
June 30 June 30
(all dollar amounts in $ millions) 2024 2023 2024 2023
Revenue1
Hydro $ 10.3  $ 8.8  $ 19.5  $ 16.9 
Wind 56.6  46.5  120.3  102.7 
Solar 9.9  9.4  15.6  14.7 
Thermal 1.9  7.0  7.8  16.1 
Total Non-Regulated Energy Sales $ 78.7  $ 71.7  $ 163.2  $ 150.4 
Less:
Cost of Sales - Energy2
(0.2) (0.4) (0.9) (1.5)
Cost of Sales - Thermal (0.5) (3.4) (3.3) (10.1)
Net Energy Sales 3,4
$ 78.0  $ 67.9  $ 159.0  $ 138.8 
Renewable Energy Credits5
9.1  8.1  23.3  18.1 
Other Revenue 5.4  1.3  6.8  2.7 
Total Net Revenue $ 92.5  $ 77.3  $ 189.1  $ 159.6 
Expenses & Other Income
Operating expenses (33.3) (27.7) (72.3) (60.4)
Development costs (7.7) (3.3) (16.3) (7.3)
Other operating costs (previously referred to as administrative expenses)
(6.7) (7.4) (12.7) (11.1)
Dividend, interest, equity and other income6
30.1  22.6  51.5  52.3 
HLBV income7
24.8  14.7  47.6  38.3 
Divisional Operating Profit3,8,9
$ 99.7  $ 76.2  $ 186.9  $ 171.4 
Algonquin Power & Utilities Corp. - Management Discussion & Analysis
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1
Many of the Renewable Energy Group's power purchase agreements ("PPAs") include annual rate increases. However, a change to the weighted average production levels resulting from higher average production from facilities that earn lower energy rates can result in a lower weighted average energy rate earned by the division as compared to the same period in the prior year.
2 Cost of Sales - Energy consists of energy purchases in the Maritime Region to manage the energy sales from the Tinker Hydro Facility which is sold to retail and industrial customers under multi-year contracts.
3
See Caution Concerning Non-GAAP Measures.
4
This table contains a reconciliation of Net Energy Sales to revenue. The relevant sections of the table are derived from and should be read in conjunction with the unaudited interim condensed consolidated statement of operations and Note 18 in the unaudited interim condensed consolidated financial statements, "Segmented information". This supplementary disclosure is intended to more fully explain disclosures related to Net Energy Sales and provides additional information related to the operating performance of AQN. Investors are cautioned that Net Energy Sales should not be construed as an alternative to revenue.
5 Qualifying renewable energy projects receive RECs for the generation and delivery of renewable energy to the power grid. The RECs represent proof that 1 MW-hr of electricity was generated from an eligible energy source.
6
Includes dividends received from Atlantica and related parties (see Notes 6 and 13 in the unaudited interim condensed consolidated financial statements) as well as the equity investment in the Stella, Cranell, East Raymond and West Raymond Wind Facilities (collectively, the "Texas Coastal Wind Facilities").
7
HLBV income represents the value of net tax attributes earned by the Renewable Energy Group in the period primarily from electricity generated by certain of its U.S. wind and U.S. solar generation facilities.
Production tax credits ("PTCs") are earned as wind energy is generated based on a dollar per kW-hr rate prescribed in applicable federal and state statutes. For the six months ended June 30, 2024, the Renewable Energy Group's eligible facilities generated 2,297.5 GW-hrs representing approximately $70.3 million in PTCs earned as compared to 1,873.3 GW-hrs representing $52.5 million in PTCs earned during the same period in 2023. The majority of the PTCs have been allocated to tax equity investors to monetize the value to AQN of the PTCs and other tax attributes which are the primary drivers of HLBV income offset by the return earned by the investor. Some PTCs have been utilized directly by the Company which has lowered its overall effective tax rate.
8 Certain prior year items have been reclassified to conform to current year presentation.
9
This table contains a reconciliation of Divisional Operating Profit to revenue for the Renewable Energy Group. The relevant sections of the table are derived from and should be read in conjunction with the unaudited interim condensed consolidated statement of operations and Note 18 in the unaudited interim condensed consolidated financial statements, "Segmented Information". This supplementary disclosure is intended to more fully explain disclosures related to Divisional Operating Profit and provides additional information related to the operating performance of the Renewable Energy Group. Investors are cautioned that Divisional Operating Profit should not be construed as an alternative to revenue.
Algonquin Power & Utilities Corp. - Management Discussion & Analysis
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2024 Second Quarter Operating Results
For the three months ended June 30, 2024, the Renewable Energy Group's facilities generated operating revenue of $78.7 million (i.e., non-regulated energy sales) as compared to $71.7 million in the comparable period in the prior year.
For the three months ended June 30, 2024, the Renewable Energy Group's facilities generated $99.7 million of Divisional Operating Profit as compared to $76.2 million during the same period in 2023, which represents an increase of $23.5 million or 30.8% (see Caution Concerning Non-GAAP Measures).
Highlights of the changes are summarized in the following table:
(all dollar amounts in $ millions) Three months ended June 30
Prior Period Divisional Operating Profit1
$ 76.2 
Existing Facilities and Investments
Hydro 0.9 
Wind CA: Increase is primarily driven by higher wind resources across the majority of the Canadian wind facilities.
2.3 
Wind U.S.: Increase is primarily due to higher wind resources and higher HLBV income across all U.S. wind facilities.
10.7 
Solar
0.5 
Thermal & Renewable Natural Gas: Decrease is primarily driven by the sale of the Windsor Locks Thermal Facility as of March 1, 2024.
(3.4)
Investments and Other: Increase is due to higher equity income from the Texas Coastal Wind Facilities.
10.2 
Development costs: Increase is due to the consolidation of development activities as part of the Company's business simplification initiative. (4.4)
Other operating costs
0.7 
17.5 
New Facilities and Investments
Increase is primarily driven by the Deerfield II Wind Facility and Sandy Ridge II Wind Facility.
5.1 
Foreign Exchange 0.9 
Current Period Divisional Operating Profit1
$ 99.7 
1
See Caution Concerning Non-GAAP Measures.
Algonquin Power & Utilities Corp. - Management Discussion & Analysis
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2024 Year-to-Date Operating Results
For the six months ended June 30, 2024, the Renewable Energy Group's facilities generated operating revenue of $163.2 million (i.e., non-regulated energy sales) as compared to $150.4 million in the comparable period in the prior year.
For the six months ended June 30, 2024, the Renewable Energy Group's facilities generated $186.9 million of Divisional Operating Profit as compared to $171.4 million during the same period in 2023, which represents an increase of $15.5 million or 9.0% (see Caution Concerning Non-GAAP Measures).
Highlights of the changes are summarized in the following table:
(all dollar amounts in $ millions) Six months ended June 30
Prior Period Divisional Operating Profit1
$ 171.4 
Existing Facilities
Hydro
0.8 
Wind CA: Increase is primarily driven by higher wind resources across the majority of the Canadian wind facilities.
2.0 
Wind U.S.: Increase is primarily due to higher wind resources and HLBV income across the majority of the U.S. wind facilities.
11.0 
Solar: Increase is primarily driven by favourable REC revenue for the Great Bay Solar Facilities.
1.5 
Thermal & Renewable Natural Gas: Decrease is primarily driven by the sale of the Windsor Locks Thermal Facility as of March 1, 2024.
(1.6)
Investments and Other
0.3 
Development costs: Increase is due to the consolidation of development activities as part of the Company's business simplification initiative.
(9.0)
Other operating costs: Increase is due to higher administrative costs and inflation.
(1.6)
3.4 
New Facilities and Investments
Increase is primarily driven by the Deerfield II Wind Facility and Sandy Ridge II Wind Facility.
10.9 
Foreign Exchange 1.2 
Current Period Divisional Operating Profit1
$ 186.9 
1
See Caution Concerning Non-GAAP Measures.
Algonquin Power & Utilities Corp. - Management Discussion & Analysis
34


AQN: CORPORATE AND OTHER EXPENSES
Three months ended Six months ended
June 30 June 30
(all dollar amounts in $ millions) 2024 2023 2024 2023
Corporate and other expenses:
Loss on foreign exchange 4.3  6.4  16.1  7.8 
Interest expense 105.8  89.7  208.3  171.6 
Depreciation and amortization 136.9  118.4  266.5  240.1 
Change in value of investments carried at fair value (172.9) 311.4  (14.6) 132.0 
Interest, dividend, equity, and other income1
(0.6) (1.5) (1.2) (2.1)
Pension and other post-employment non-service costs 4.0  5.3  7.4  10.3 
Other net losses 17.1  40.4  27.7  43.8 
Gain on derivative financial instruments (0.1) (1.0) (0.2) (3.2)
Income tax recovery
(5.2) (56.0) (16.5) (31.3)
1 Excludes income directly pertaining to the Regulated Services and Renewable Energy Groups (disclosed in the relevant sections).
2024 Second Quarter Corporate and Other Expenses
For the three months ended June 30, 2024, interest expense totaled $105.8 million as compared to $89.7 million in the same period in 2023. The increase was primarily driven by increased borrowings to support growth initiatives, as well as reclassification of the Margin Loan as debt.
For the three months ended June 30, 2024, depreciation expense totaled $136.9 million as compared to $118.4 million in the same period in 2023.
For the three months ended June 30, 2024, change in investments carried at fair value totaled a gain of $172.9 million as compared to a loss of $311.4 million in the same period in 2023. The Company records certain of its investments, including Atlantica, using the fair value method and accordingly any change in the fair value of the investment is recorded in the consolidated statement of operations (see Note 6 in the unaudited interim condensed consolidated financial statements).
For the three months ended June 30, 2024, pension and post-employment non-service costs totaled $4.0 million as compared to $5.3 million in the same period in 2023. The decrease was primarily due to higher expected return on plan assets.
For the three months ended June 30, 2024, other net losses were $17.1 million as compared to $40.4 million in the same period in 2023. The decrease was primarily due to higher net losses incurred in 2023, primarily $43.8 million related to the termination of the stock purchase agreement regarding the acquisition of Kentucky Power Company and AEP Kentucky Transmission Company, Inc. (the "Kentucky Power Impairment"), partially offset by a $12.0 million gain resulting from settlement of the purchase price of the Suralis Water System acquired in 2020. Other net losses for the three months ended June 30, 2024 primarily included costs of $5.3 million related to the pursuit of a sale of the Company's renewable energy business. See Note 16 in the unaudited interim condensed consolidated financial statements.
For the three months ended June 30, 2024, the gain on derivative financial instruments totaled $0.1 million as compared to a gain of $1.0 million in the same period in 2023. AQN uses derivative instruments to manage exposure to changes in commodity prices, foreign exchange rates, and interest rates. The gains in the first quarter of both 2024 and 2023 were primarily related to mark-to-markets on interest rate derivatives.
For the three months ended June 30, 2024, an income tax recovery of $5.2 million was recorded as compared to an income tax recovery of $56.0 million during the same period in 2023. The decrease in income tax recovery was mainly due to the tax impact from fluctuations in the fair value of the investment in Atlantica, along with the effect from the restructuring of certain intercompany financing arrangements which were executed in advance of the implementation of global minimum tax rules in the various jurisdictions in which the Company operates. These reductions in tax recoveries were partially offset by a reduction in the valuation allowance recorded against net deferred tax assets in the Renewable Energy Group and an increase in tax credits recorded, including additional incentives related to projects placed in service in 2023.
Algonquin Power & Utilities Corp. - Management Discussion & Analysis
35


2024 Year-to-Date Corporate and Other Expenses
For the six months ended June 30, 2024, interest expense totaled $208.3 million as compared to $171.6 million in the same period in 2023. The increase was primarily due to increased borrowings to support growth initiatives, as well as reclassification of the Margin Loan as debt.
For the six months ended June 30, 2024, depreciation expense totaled $266.5 million as compared to $240.1 million in the same period in 2023. The increase was primarily due to higher overall property, plant and equipment.
For the six months ended June 30, 2024, change in investments carried at fair value totaled a gain of $14.6 million as compared to a loss of $132.0 million in the same period in 2023. The Company records certain of its investments, including Atlantica, using the fair value method and accordingly any change in the fair value of the investment is recorded in the consolidated statement of operations (see Note 6 in the unaudited interim condensed consolidated financial statements).
For the six months ended June 30, 2024, pension and post-employment non-service costs totaled $7.4 million as compared to $10.3 million in the same period in 2023. The decrease was primarily due to higher expected return on plan assets.
For the six months ended June 30, 2024, other net losses were $27.7 million as compared to $43.8 million in the same period in 2023. The decrease was primarily due to higher net losses incurred in 2023 related to the $46.5 million Kentucky Power Impairment partially offset by a $12.0 million contingent gain resulting from settlement of the purchase price of the Suralis Water System acquired in 2020. Costs associated with the Company's pursuit of a sale of its renewable energy business of $11.2 million are included in other net losses for the six months ended June 30, 2024. See Note 16 in the unaudited interim condensed consolidated financial statements.
For the six months ended June 30, 2024, the gain on derivative financial instruments totaled $0.2 million as compared to a gain of $3.2 million in the same period in 2023. AQN uses derivative instruments to manage exposure to changes in commodity prices, foreign exchange rates, and interest rates. The gains for both the six months ended June 30, 2024 and for the six months ended June 30, 2023 were primarily related to mark-to-markets on interest rate derivatives.
For the six months ended June 30, 2024, an income tax recovery of $16.5 million was recorded as compared to an income tax recovery of $31.3 million during the same period in 2023. The decrease in income tax recovery was primarily due to the tax impact from fluctuations in the fair value of the investment in Atlantica, along with the effect from the restructuring of certain intercompany financing arrangements which were executed in advance of the implementation of global minimum tax rules in the various jurisdictions in which the Company operates. These reductions in tax recoveries were partially offset by a reduction in the valuation allowance against net deferred tax assets recorded in the Renewable Energy Group and the tax impact of lower earnings.
Algonquin Power & Utilities Corp. - Management Discussion & Analysis
36


NON-GAAP FINANCIAL MEASURES
Reconciliation of Adjusted EBITDA to Net Earnings
The following table is derived from and should be read in conjunction with the consolidated statement of operations. This supplementary disclosure is intended to more fully explain disclosures related to Adjusted EBITDA and provides additional information related to the operating performance of AQN. Investors are cautioned that this measure should not be construed as an alternative to U.S. GAAP consolidated net earnings.
Three months ended Six months ended
June 30 June 30
(all dollar amounts in $ millions) 2024 2023 2024 2023
Net earnings (loss) attributable to shareholders $ 200.8  $ (253.2) $ 111.6  $ 16.9 
Add (deduct):
Net earnings attributable to the non-controlling interest, exclusive of HLBV 7.7  16.4  17.1  30.8 
Income tax recovery
(5.2) (56.0) (16.5) (31.3)
Interest expense 105.8  89.7  208.3  171.6 
Other net losses1
17.1  40.4  27.7  43.8 
Unrealized loss (gain) on energy derivatives included in revenue
12.6  (0.1) 23.3  (0.1)
HLBV prior period adjustment within equity income —  —  8.5  — 
Pension and post-employment non-service costs 4.0  5.3  7.4  10.3 
Change in value of investments carried at fair value2
(172.9) 311.4  (14.6) 132.0 
Gain on derivative financial instruments (0.1) (1.0) (0.2) (3.2)
Loss on foreign exchange 4.3  6.4  16.1  7.8 
Depreciation and amortization 136.9  118.4  266.5  240.1 
Adjusted EBITDA $ 311.0  $ 277.7  $ 655.2  $ 618.7 
1
See Note 16 in the unaudited interim condensed consolidated financial statements.
2
See Note 6 in the unaudited interim condensed consolidated financial statements.
Algonquin Power & Utilities Corp. - Management Discussion & Analysis
37


Reconciliation of Adjusted Net Earnings to Net Earnings
The following table is derived from and should be read in conjunction with the consolidated statement of operations. This supplementary disclosure is intended to more fully explain disclosures related to Adjusted Net Earnings and provides additional information related to the operating performance of AQN. Investors are cautioned that this measure should not be construed as an alternative to consolidated net earnings in accordance with U.S. GAAP.
The following table shows the reconciliation of net earnings to Adjusted Net Earnings exclusive of these items:
Three months ended Six months ended
June 30 June 30
(all dollar amounts in $ millions except per share information) 2024 2023 2024 2023
Net earnings (loss) attributable to shareholders $ 200.8  $ (253.2) $ 111.6  $ 16.9 
Add (deduct):
Gain on derivative financial instruments (0.1) (1.0) (0.2) (3.2)
Other net losses1
17.1  40.4  27.7  43.8 
Loss on foreign exchange 4.3  6.4  16.1  7.8 
Unrealized loss on energy derivatives included in revenue 12.6  (0.1) 23.3  (0.1)
HLBV prior period adjustment within equity income —  —  8.5  — 
Change in value of investments carried at fair value2
(172.9) 311.4  (14.6) 132.0 
Adjustment for taxes related to above 3.4  (47.7) (11.8) (21.2)
Adjusted Net Earnings $ 65.2  $ 56.2  $ 160.6  $ 176.0 
Adjusted Net Earnings per common share $ 0.09  $ 0.08  $ 0.22  $ 0.25 
1
See Note 16 in the unaudited interim condensed consolidated financial statements.
2
See Note 6 in the unaudited interim condensed consolidated financial statements.

For the three months ended June 30, 2024, Adjusted Net Earnings totaled $65.2 million as compared to Adjusted Net Earnings of $56.2 million for the same period in 2023, an increase of $9.0 million.

For the six months ended June 30, 2024, Adjusted Net Earnings totaled $160.6 million as compared to Adjusted Net Earnings of $176.0 million for the same period in 2023, a decrease of $15.4 million.

Algonquin Power & Utilities Corp. - Management Discussion & Analysis
38


Reconciliation of Adjusted Funds from Operations to Cash Provided by Operating Activities
The following table is derived from and should be read in conjunction with the consolidated statement of operations and consolidated statement of cash flows. This supplementary disclosure is intended to more fully explain disclosures related to Adjusted Funds from Operations and provides additional information related to the operating performance of AQN. Investors are cautioned that this measure should not be construed as an alternative to cash provided by operating activities in accordance with U.S GAAP.
The following table shows the reconciliation of cash provided by operating activities to Adjusted Funds from Operations exclusive of these items:
Three months ended Six months ended
June 30 June 30
(all dollar amounts in $ millions) 2024 2023 2024 2023
Cash provided by operating activities $ 236.2  $ 261.4  $ 366.9  $ 294.7 
Add (deduct):
Changes in non-cash operating items (70.6) (112.4) (16.0) 53.4 
Production based cash contributions from non-controlling interests 2.3  —  6.3  9.1 
Costs related to tax equity financing —  1.2  —  1.2 
Adjusted Funds from Operations $ 167.9  $ 150.2  $ 357.2  $ 358.4 
For the three months ended June 30, 2024, Adjusted Funds from Operations totaled $167.9 million as compared to Adjusted Funds from Operations of $150.2 million for the same period in 2023, an increase of $17.7 million.
For the six months ended June 30, 2024, Adjusted Funds from Operations totaled $357.2 million as compared to Adjusted Funds from Operations of $358.4 million for the same period in 2023, a decrease of $1.2 million.
Algonquin Power & Utilities Corp. - Management Discussion & Analysis
39


SUMMARY OF PROPERTY, PLANT AND EQUIPMENT EXPENDITURES
Three months ended Six months ended
  June 30 June 30
(all dollar amounts in $ millions) 2024 2023 2024 2023
Regulated Services Group
Rate Base Maintenance1
100.3  $ 84.6  192.6  $ 170.3 
Rate Base Growth 63.6  105.1  130.8  196.8 
$ 163.9  $ 189.7  $ 323.4  $ 367.1 
Renewable Energy Group
$ 484.0  $ 196.5  $ 698.3  $ 231.9 
Total Capital Expenditures $ 647.9  $ 386.2  $ 1,021.7  $ 599.0 
1 Maintenance expenditures are calculated based on the depreciation expense for the period.
2024 Second Quarter Property, Plant and Equipment Expenditures
During the three months ended June 30, 2024, the Regulated Services Group made capital expenditures of $163.9 million as compared to $189.7 million during the same period in 2023. The Regulated Services Group's investments during the second quarter of 2024 were primarily related to the construction of transmission and distribution main replacements, work on new and existing substation assets, and initiatives relating to the safety and reliability of water, electric and natural gas systems.
During the three months ended June 30, 2024, the Renewable Energy Group made capital expenditures of $484.0 million as compared to $196.5 million during the same period in 2023. The Renewable Energy Group's investments during the second quarter of 2024 were primarily related to the acquisition of the previously unowned portion of the Shady Oaks II Wind facility and the New Market Solar facility, as well as the development and/or construction of various projects and ongoing maintenance capital at existing operating sites.
2024 Year-to-Date Property Plant and Equipment Expenditures
During the six months ended June 30, 2024, the Regulated Services Group incurred capital expenditures of $323.4 million as compared to $367.1 million during the same period in 2023. The Regulated Services Group's investments year-to-date in 2024 were primarily related to the construction of transmission and distribution main replacements, work on new and existing substation assets, and initiatives relating to the safety and reliability of electric and natural gas systems.
During the six months ended June 30, 2024, the Renewable Energy Group incurred capital expenditures of $698.3 million as compared to $231.9 million during the same period in 2023. The Renewable Energy Group's investments year-to-date in 2024 were primarily related to the acquisition of the previously unowned portion of the Shady Oaks II Wind facility, the Sandy Ridge II Wind facility and the New Market Solar facility, as well as the development and/or construction of various projects and ongoing sustaining capital at existing operating sites.
Algonquin Power & Utilities Corp. - Management Discussion & Analysis
40


LIQUIDITY AND CAPITAL RESERVES
AQN has revolving credit and letter of credit facilities as well as separate credit facilities for the Regulated Services Group and the Renewable Energy Group to manage the liquidity and working capital requirements of each division (collectively the "Bank Credit Facilities").
Bank Credit Facilities
The following table sets out the Bank Credit Facilities available to AQN and its operating groups as at June 30, 2024:
  As at June 30, 2024 As at December 31, 2023
(all dollar amounts in $ millions) Corporate Regulated Services Group Renewable Energy Group Total Total
Revolving and term credit facilities $ 1,075.0 
1
$ 2,414.2 
2
$ 1,100.0 
3
$ 4,589.2  $ 4,562.0 
Funds drawn on facilities / commercial paper issued (430.4) (916.6) (144.1) (1,491.1) (2,892.9)
Letters of credit issued (37.0) (39.2) (385.7) (461.9) (469.1)
Liquidity available under the facilities 607.6  1,458.4  570.2  2,636.2  1,200.0 
Undrawn portion of uncommitted letter of credit facilities (39.5) —  (215.1) (254.6) (254.1)
Cash on hand 131.6  56.1 
Total Liquidity and Capital Reserves $ 568.1  $ 1,458.4  $ 355.1  $ 2,513.2  $ 1,002.0 
1 Includes a $75 million uncommitted standalone letter of credit facility.
2 Includes $178.8 million fully drawn term facilities of Suralis and BELCO as at June 30, 2024 ($176.5 million as at December 31, 2023).
3 Includes $600 million of uncommitted standalone letter of credit facilities.

Corporate
As at June 30, 2024, the $1.0 billion senior unsecured revolving credit facility (the "Corporate Credit Facility") had $430.4 million drawn and had $1.5 million of outstanding letters of credit. The Corporate Credit Facility matures on March 31, 2028.
As at June 30, 2024, the Company had issued $35.5 million of letters of credit from its $75.0 million uncommitted letter of credit facility.
On June 20, 2024, the $306.5 million secured credit facility held by Liberty Development Energy Solutions B.V (the "Margin Loan") was repaid in full.
Regulated Services Group
As at June 30, 2024, the Regulated Services Group's $1.0 billion senior unsecured revolving credit facility (the "Long-Term Regulated Services Credit Facility") had no amounts drawn and had $39.2 million of outstanding letters of credit. The Long-Term Regulated Services Credit Facility matures on April 29, 2027. As at June 30, 2024, the Regulated Services Group had $33.0 million of commercial paper issued and outstanding. As at June 30, 2024, the Regulated Services Group's $500.0 million senior unsecured revolving credit facility (the "Short Term Regulated Services Credit Facility") had no amounts drawn and no outstanding letters of credit. The Short Term Regulated Services Credit Facility matures on October 25, 2024.
As at June 30, 2024, the Regulated Services Group's $100.0 million senior unsecured revolving credit facility (the "Bermuda Credit Facility") had $69.4 million drawn. On January 29, 2024, the Company amended the Bermuda Credit Facility, increasing the limit by $25 million to $100 million. The Bermuda Credit Facility matures on December 31, 2024.
As at June 30, 2024, the Regulated Services Group's $25.0 million senior unsecured revolving credit facility (the "Bermuda Working Capital Facility") had $25.0 million drawn. On June 14, 2024, the Company extended the maturity of the Bermuda Working Capital Facility from June 24, 2024 to August 24, 2024.

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As at June 30, 2024, the Regulated Services Group's senior unsecured syndicated delayed draw term facility (the "Regulated Services Delayed Draw Term Facility") had $610.4 million drawn in connection with the acquisition of Liberty Utilities (New York Water) Corp. The Regulated Services Delayed Draw Term Facility matures on October 25, 2024.
Renewable Energy Group
As at June 30, 2024, the Renewable Energy Group's $500.0 million senior unsecured syndicated revolving credit facility (the "Renewable Energy Credit Facility") had $144.1 million drawn and had $0.9 million in outstanding letters of credit. The Renewable Energy Credit Facility matures on July 22, 2027.
As at June 30, 2024, the Renewable Energy Group's bank lines consisted of $600.0 million letter of credit facilities (the "Renewable Energy LC Facilities"), including a $250.0 million uncommitted bilateral letter of credit facility and a $350.0 million uncommitted letter of credit facility. As at June 30, 2024, the Renewable Energy LC Facilities had $384.9 million in outstanding letters of credit.
Long-Term Debt
Remarketing of 1.18% Senior Notes
On March 28, 2024, the Company successfully remarketed its $1,150 million aggregate principal amount of Notes. The Notes were originally issued in June 2021, together with the related Purchase Contracts, as a component of the Green Equity Units. In connection with the remarketing, the interest rate on the Notes was reset to 5.365%, with the maturity date remaining June 15, 2026. The proceeds from the remarketing of the Notes were used on June 17, 2024 to settle the Purchase Contracts. In connection with the settlement of the Purchase Contracts, the Company issued approximately 76.9 million common shares for proceeds of $1,150.0 million. The Company used the proceeds from the settlement of the Purchase Contracts to reduce existing indebtedness of the Company and its subsidiaries and for general corporate purposes.
Repayment of $70.0 million Senior Note.
On April 30, 2024, the Company repaid a $70.0 million senior unsecured note on its maturity.
Repayment of $163.7 million construction loan
Subsequent to the quarter end, on July 19, 2024, the Company repaid a $163.7 million third-party construction loan assumed on acquisition of the remaining 50% ownership in the Shady Oaks II Wind Facility.

Credit Ratings
AQN has a long-term consolidated corporate credit rating of BBB from Standard & Poor's Financial Services LLC, ("S&P"), a BBB rating from DBRS Limited ("DBRS") and a BBB issuer rating from Fitch Ratings Inc. ("Fitch").
Liberty Utilities has a corporate credit rating of BBB from S&P, a BBB issuer rating from Fitch and a Baa2 issuer rating from Moody's Investor Service, Inc. ("Moody's"). Debt issued by Liberty Utilities has a rating of BBB from S&P, BBB+ from Fitch and Baa2 from Moody's. Debt issued by Liberty Utilities Finance GP1 ("Liberty GP") has a rating of BBB (high) from DBRS, BBB+ from Fitch, BBB from S&P and Baa2 from Moody's. Empire has an issuer rating of BBB from S&P and a Baa1 rating from Moody's. Liberty Utilities (Canada) LP, the parent company for the Canadian regulated utilities under the Regulated Services Group, has an issuer rating of BBB from DBRS. The fixed-rate securitized utility tariff bonds (series 2024-A) issued by Empire District Bondco, LLC have a rating of AAA (sf) from S&P and Moody's.
Algonquin Power Co. ("APCo") has a BBB issuer rating from S&P, a BBB issuer rating from DBRS, and a BBB- issuer rating from Fitch.
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Contractual Obligations
Information concerning contractual obligations as of June 30, 2024 is shown below:
(all dollar amounts in $ millions) Total Due in less
than 1 year
Due in 1
to 3 years
Due in 4
to 5 years
Due after
5 years
Principal repayments on debt obligations1,2
$ 8,327.8  $ 1,022.5  $ 1,834.9  $ 1,452.9  $ 4,017.5 
Advances in aid of construction 84.2  1.2  —  —  83.0 
Interest on long-term debt obligations2
5,006.1  382.8  643.8  448.9  3,530.6 
Purchase obligations 690.3  690.3  —  —  — 
Environmental obligations 45.2  3.7  21.5  1.6  18.4 
Derivative financial instruments:
Cross currency interest rate swaps 35.9  3.5  9.6  1.5  21.3 
Interest rate swaps —  —  —  —  — 
Energy derivative and commodity contracts 94.1  19.9  34.6  22.6  17.0 
Purchased power 247.7  60.5  38.3  25.6  123.3 
Gas delivery, service and supply agreements 505.6  98.0  123.4  86.0  198.2 
Service agreements 554.6  75.4  119.8  110.6  248.8 
Capital projects 4.4  4.4  —  —  — 
Land easements 682.2  16.3  33.7  34.6  597.6 
Other obligations 259.0  5.6  2.9  2.2  248.3 
Total Obligations3
$ 16,537.1  $ 2,384.1  $ 2,862.5  $ 2,186.5  $ 9,104.0 
1 Exclusive of deferred financing costs, bond premium/discount, and fair value adjustments at the time of issuance or acquisition.
2 The Company's subordinated unsecured notes have a maturity in 2079 and 2082, respectively. However, the Company currently anticipates repaying such notes in advance of maturity upon exercise of the Company's redemption rights in accordance with the terms of the applicable indenture.
3
Excludes performance guarantees and other commitments on behalf of variable interest entities. See Note 6 in the unaudited interim condensed consolidated financial statements.
Equity
The common shares of AQN are publicly traded on the Toronto Stock Exchange ("TSX") and the New York Stock Exchange ("NYSE") under the trading symbol "AQN". As at August 7, 2024, AQN had 766,989,777 issued and outstanding common shares.
AQN may issue an unlimited number of common shares. The holders of common shares are entitled to dividends, if and when declared; to one vote for each share at meetings of the holders of common shares; and to receive a pro rata share of any remaining property and assets of AQN upon liquidation, dissolution or winding up of AQN. All common shares are of the same class and with equal rights and privileges and are not subject to future calls or assessments.
AQN is also authorized to issue an unlimited number of preferred shares, issuable in one or more series, containing terms and conditions as approved by the Board. As at August 8, 2024, AQN had outstanding:
•4,800,000 Cumulative Rate Reset Preferred Shares, Series A, yielding 6.576% annually for the five-year period ending on December 31, 2028: and
•4,000,000 Cumulative Rate Reset Preferred Shares, Series D, yielding 6.853% annually for the five year period ending on March 31, 2029.
On June 17, 2024, all of the Purchase Contracts forming part of the 23,000,000 Green Equity Units were settled. Holders of the Green Equity Units received 3.3439 common shares of the Company for each such unit. The holders' obligations to make payments under the Purchase Contracts were satisfied with proceeds of the treasury securities portfolio purchased in connection with the successful remarketing of the Notes. Upon settlement of all outstanding Purchase Contracts, the Company received $1,150.0 million in exchange for issuing 76,909,700 common shares of the Company.

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Declaration of 2024 Third Quarter Dividend of $0.0650 (C$0.0893) per Common Share
The Board has declared a third quarter 2024 dividend of $0.0650 per common share payable on October 15, 2024 to shareholders of record on September 30, 2024.
The Canadian dollar equivalent for the third quarter 2024 dividend is C$0.0893 per common share.
Changes in the level of dividends paid by AQN are at the discretion of AQN's Board of Directors (the "Board"), with dividend levels being reviewed periodically by the Board in the context of AQN's financial performance and growth prospects.
The previous four quarter U.S. and Canadian dollar equivalent dividends per common share have been as follows:
Q4 2023 Q1 2024 Q2 2024 Q3 2024 Total
U.S. dollar dividend $ 0.1085  $ 0.1085  $ 0.1085  $ 0.0650  $0.3905
Canadian dollar equivalent $ 0.1497  $ 0.1468  $ 0.1490  $ 0.0893  $0.5348
Dividend Reinvestment Plan
Effective March 16, 2023, AQN suspended its shareholder dividend reinvestment plan (the "Reinvestment Plan") for registered holders of common shares of AQN. Effective for the first quarter 2023 dividend (paid on April 14, 2023 to shareholders of record on March 31, 2023), shareholders participating in the Reinvestment Plan began receiving cash dividends. If the Company elects to reinstate the Reinvestment Plan in the future, shareholders who were enrolled in the Reinvestment Plan at its suspension and remain enrolled at reinstatement will automatically resume participation in the Reinvestment Plan.
As at June 30, 2024, 168,595,010 common shares representing approximately 24% of total common shares outstanding had been registered with the Reinvestment Plan.
SHARE-BASED COMPENSATION PLANS
For the six months ended June 30, 2024, AQN recorded $10.3 million in total share-based compensation expense, respectively, as compared to $3.9 million for the same period in 2023. The compensation expense is recorded as part of operating expenses in the unaudited interim condensed consolidated statement of operations. The portion of share-based compensation costs capitalized as cost of construction is insignificant.
As at June 30, 2024, total unrecognized compensation costs related to non-vested share-based awards was $53.9 million and is expected to be recognized over a period of 1.4 years.
Stock Option Plan
AQN has a stock option plan that permits the grant of share options to officers, directors, employees and selected service providers. Except in certain circumstances, the term of an option shall not exceed ten (10) years from the date of the grant of the option.
AQN determines the fair value of options granted using the Black-Scholes option-pricing model. The estimated fair value of options, including the effect of estimated forfeitures, is recognized as an expense on a straight-line basis over the options' vesting periods while ensuring that the cumulative amount of compensation cost recognized at least equals the value of the vested portion of the award at that date. During the six months ended June 30, 2024, there were no stock options granted to the executives of the Company. No stock options were exercised during the six months ended June 30, 2024.
As at June 30, 2024, a total of 2,667,725 options were issued and outstanding under the stock option plan.
Performance and Restricted Share Units
AQN issues performance share units ("PSUs") and restricted share units ("RSUs") to certain employees as part of AQN's long-term incentive program. During the six months ended June 30, 2024, the Company granted (including dividends) a combined total of 2,302,209 PSUs and RSUs to employees of the Company. The awards vest based on the terms of each agreement ranging from January 2024 to January 2027. During the six months ended June 30, 2024, the Company settled 299,256 PSUs, of which 170,943 PSUs were exchanged for common shares issued from treasury and 128,313 PSUs and RSUs were settled at their cash value as payment for tax withholding related to the settlement of the awards.
As at June 30, 2024, a combined total of 4,942,917 PSUs and RSUs were granted and outstanding under the performance and restricted share unit plan.
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Directors' Deferred Share Units
AQN has a Directors' Deferred Share Unit Plan. Under the plan, non-employee directors of AQN receive all or any portion of their annual compensation in deferred share units ("DSUs") and may elect to receive any portion of their remaining compensation in DSUs. During the six months ended June 30, 2024, the Company issued 108,752 DSUs (including DSUs in lieu of dividends) to the non-employee directors of the Company. During the six months ended June 30, 2024, the Company settled 368,303 DSUs in exchange for 181,374 common shares issued from treasury, and 186,929 DSUs were settled at their cash value as payment for tax withholding related to the settlement of the awards. As at June 30, 2024, a total of 465,031 DSUs were outstanding under the Directors' Deferred Share Unit Plan.
Bonus Deferral Restricted Share Units
The Company has a bonus deferral RSU program that is available to certain employees. The eligible employees have the option to receive a portion or all of their annual bonus payment in RSUs in lieu of cash. The RSUs provide for settlement in common shares, and therefore these RSUs are accounted for as equity awards. The Company did not settle any bonus RSUs during the six months ended June 30, 2024. In addition, during the six months ended June 30, 2024, 45,218 bonus deferral RSUs were granted (including RSUs in lieu of dividends) to employees of the Company pursuant to the bonus deferral RSU program. Such RSUs are 100% vested.
Employee Share Purchase Plan
AQN has an Employee Share Purchase Plan (the "ESPP") which allows eligible employees to use a portion of their earnings to purchase common shares of AQN. The aggregate number of common shares reserved for issuance from treasury by AQN under this plan shall not exceed 6,500,000 shares. During the six months ended June 30, 2024, the Company issued 578,579 common shares to employees under the ESPP.
As at June 30, 2024, a total of 3,689,111 common shares had been issued under the ESPP.
RELATED PARTY TRANSACTIONS
Equity-method investments
The Company entered into a number of transactions with equity-method investees in 2023 and to date in 2024 (see Note 13 in the unaudited interim condensed consolidated financial statements).
The Company provides administrative and development services to its equity-method investees and is reimbursed for incurred costs. To that effect, the Company charged its equity-method investees1 $16.4 million and $29.1 million during the three and six months ended June 30, 2024 respectively, as compared to $12.8 million and $42.1 million during the same periods in 2023.
Redeemable non-controlling interest held by related party
Redeemable non-controlling interest held by related party represents a preference share in a consolidated subsidiary of the Company that was acquired by Liberty Development Energy Solutions B.V. Prior to the Company’s purchase of the remaining 50% of the equity of Liberty Development Energy Solutions B.V. on January 4, 2024, Liberty Development Energy Solutions B.V. was an equity-method investee of the Company (a joint venture between the Company and Ares Management, LLC). See Note 13 in the unaudited interim condensed consolidated financial statements. The preference share was used to finance a portion of the Company's investment in Atlantica. During the three and six months ended June 30, 2024, the Company did not incur any non-controlling interest attributable to Liberty Development Energy Solutions B.V., as compared to $6.3 million and $12.4 million, respectively, during the same periods in 2023, and recorded no distributions for the three and six months ended June 30, 2024 as compared to $6.3 million and $12.3 million, respectively, during the same periods in 2023 (see Note 13 in the unaudited interim condensed consolidated financial statements).
Non-controlling interest held by related party
Non-controlling interest held by related party represents an interest in a consolidated subsidiary of the Company that was acquired by Atlantica Yield Energy Solutions Canada Inc. in May 2019 for $96.8 million. The interest was used to finance a portion of the Company's investment in the Amherst Island Wind Facility.



1 Primarily Liberty Development JV Inc. and its subsidiaries, Blue Hill Wind Energy Project Partnership and Red Lily Wind Energy Partnership.
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Transactions with Atlantica
On April 9, 2024, Algonquin Power Fund (America), LLC, a wholly owned subsidiary of the Company, sold its 100% equity interest in the Cedar 1 Solar Project to Ashusa Inc., a subsidiary of Atlantica, for consideration of $11.7 million consisting of costs incurred to the date of sale, as well as post-date development services relating to obtaining an offtake agreement. The Company recognized $3.4 million within other revenue on the unaudited interim condensed consolidated statement of operations for the three and six months ended June 30, 2024.
The above related party transactions have been recorded at the exchange amounts agreed to by the parties to the transactions.
ENTERPRISE RISK MANAGEMENT
The Corporation is subject to a number of risks and uncertainties, certain of which are described below. The risks discussed below are not intended to be a complete list of all risks that AQN, its subsidiaries and affiliates are encountering or may encounter. Please see the Company's most recent AIF available on SEDAR+ and EDGAR for a further discussion of risk factors to which the Company is subject. To the extent of any inconsistency, the risks discussed below are intended to provide an update on those that were previously disclosed.
Treasury Risk Management
Capital Markets and Liquidity Risk
As at June 30, 2024, the Company had approximately $8,292.9 million of long-term consolidated indebtedness. Management of the Company believes, based on its current expectations as to the Company's future performance, that the cash flow from operations, the funds available under its credit facilities, the proceeds of the expected sale of the renewable energy business and from the expected disposition of Atlantica shares or from other potential future dispositions, and its ability to access capital markets will be adequate to enable the Company to finance its operations, execute its business strategy and maintain an adequate level of liquidity. However, the Company's expected revenue and capital expenditures are only estimates. Moreover, actual cash flows from operations will depend on regulatory, market and other conditions that are beyond the Company's control and which may be impacted by the risk factors herein. As a result, there can be no assurance that management's expectations as to future performance will be realized.
The Company's ability to obtain additional debt or equity or issue other securities, on favourable terms or at all, may be adversely affected by negative perceptions of the Company, any adverse financial or operational performance, financial market disruptions, the failure or collapse of any financial institution, prevailing market views or perceptions, or other factors outside the Company's control. In addition, the Company may at times incur indebtedness in excess of its long-term leverage targets, in advance of raising the additional equity or similar securities or executing on asset recycling strategies necessary to repay such indebtedness and maintain its long-term leverage target. Any increase in the Company's leverage or degradation of key credit metrics below threshold levels could, among other things: limit the Company's ability to obtain additional financing for working capital, investment in subsidiaries, capital expenditures, debt service requirements, acquisitions and general corporate or other purposes; restrict the Company's flexibility and discretion to operate its business; limit the Company's ability to declare dividends or maintain prior dividend levels; require the Company to dedicate a portion of cash flows from operations to the payment of interest on its existing indebtedness, in which case such cash flows would not be available for other purposes; cause rating agencies to re-evaluate or downgrade the Company's existing credit ratings; require the Company to post additional collateral security under some of its contracts and hedging arrangements; expose the Company to increased interest expense on borrowings at variable rates; limit the Company's ability to adjust to changing market conditions; place the Company at a competitive disadvantage compared to its competitors; make the Company vulnerable to any downturn in general economic conditions; render the Company unable to make expenditures that are important to its future growth strategies and require the Company to pursue alternative funding strategies, which may include accelerated asset recycling initiatives.
The Company will need to refinance or reimburse amounts outstanding under the Company's existing consolidated indebtedness over time. There can be no assurance the Company will be successful in refinancing its indebtedness when necessary or that additional financing will be obtained when needed, on commercially reasonable terms or at all. In the event that the Company cannot refinance its indebtedness or raise additional indebtedness on terms that are no less favourable than the current terms, the Company's cash flows and ability to declare dividends or repay its indebtedness may be adversely affected.
The Company's ability to meet its debt service requirements will depend on its ability to generate cash in the future, which depends on many factors, including the Company's financial performance, debt service obligations, the realization of the anticipated benefits of acquisition, disposition and investment activities, and working capital and capital expenditure requirements. In addition, the Company's ability to borrow funds in the future to make payments on outstanding debt will depend on the satisfaction of covenants in existing credit agreements and other agreements. A failure to comply with any
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covenants or obligations under the Company's consolidated indebtedness could result in a default under one or more such instruments, which, if not cured or waived, could result in the termination of dividends by the Company and permit acceleration of the relevant indebtedness. There can be no assurance that, if such indebtedness were to be accelerated, the Company's assets would be sufficient to repay such indebtedness in full. There can also be no assurance that the Company will generate cash flow in amounts sufficient to pay its outstanding indebtedness or to fund the Company's liquidity needs.
Interest Rate Risk
The Company is exposed to interest rate risk due to the impact of increasing benchmark interest rates and credit spreads on certain outstanding variable interest indebtedness, as well as any new borrowings on existing and new credit facilities and other debt issuances. Fluctuations in interest rates may also impact the costs to obtain other forms of capital and the feasibility of planned growth initiatives.
In addition, for the Regulated Services Group, costs resulting from interest rate increases may not be recoverable in whole or in part, and "regulatory lag" may cause a time delay in the payment to the Regulated Services Group of any such costs that are recoverable. Rising interest rates may also negatively impact the economics of development projects, acquisitions, dispositions and energy facilities, especially where project financing is being renewed or arranged.
As a result, fluctuations in interest rates could materially increase the Corporation's financing costs, limit the Corporation's options for financing or investment and adversely affect its results of operations, cash flows, key credit metrics, borrowing capacity and ability to implement its business strategy.
As at June 30, 2024, approximately 90% of debt outstanding in AQN and its subsidiaries was subject to a fixed rate of interest and as a result, such debt is not subject to significant interest rate risk in the short-term time horizon.
Borrowings subject to variable interest rates can fluctuate significantly from month to month, quarter to quarter and year to year. AQN's target is to maintain a minimum of 85% fixed rate debt. As a result, the Company hedges the interest rate risk on its variable interest rate borrowings from time to time.
Based on amounts outstanding as at June 30, 2024, the impact to interest expense on variable rate loans from changes in interest rates are as follows:
•the Corporate Credit Facility is subject to a variable interest rate and had $430.4 million outstanding as at June 30, 2024. As a result, a 100 basis point change in the variable rate charged would impact interest expense by $4.3 million annually;
•the Long-Term Regulated Services Credit Facility is subject to a variable interest rate and had no amounts outstanding as at June 30, 2024. As a result, a 100 basis point change in the variable rate charged would not impact interest expense;
•the Regulated Services Delayed Draw Term Facility is subject to a variable interest rate and had $610.4 million outstanding as at June 30, 2024. The Regulated Services Group has locked in the variable rate until October 25, 2024 through an interest election request. As a result, a 100 basis point change in the variable rate charged would not impact interest expense;
•the Bermuda Credit Facility is subject to a variable interest rate and had $69.4 million outstanding as at June 30, 2024. As a result, a 100 basis point change in the variable rate charged would impact interest expense by $0.7 million annually;
•the Bermuda Working Capital Facility is subject to a variable interest rate and had $25.0 million outstanding as at June 30, 2024. As a result, a 100 basis point change in the variable rate charged would impact interest expense by $0.3 million annually;
•the Regulated Services Group's commercial paper program is subject to a variable interest rate and had $33.0 million outstanding as at June 30, 2024. As a result, a 100 basis point change in the variable rate charged would impact interest expense by $0.3 million annually;
•the Renewable Energy Credit Facility is subject to a variable interest rate and had $144.1 million outstanding as at June 30, 2024. As a result, a 100 basis point change in the variable rate charged would impact interest expense by $1.4 million annually; and
•term facilities at Suralis that are subject to variable interest rates had $121.7 million outstanding as at June 30, 2024. As a result, a 100 basis point change in the variable rate charged would impact interest expense by $1.2 million annually.
The term loan facility at BELCO is subject to variable interest rates. However, the Company separately entered into an interest swap agreement to hedge the risk associated with interest rate fluctuation.
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Tax Risk and Uncertainty
The Corporation is subject to income and other taxes primarily in the United States, Canada, Bermuda, and Chile; however, it is also subject to tax in other jurisdictions. Changes in tax laws or interpretations or applications thereof, which may or may not have a retroactive effect, in the jurisdictions in which the Corporation does business could adversely affect the Company's results from operations, returns to shareholders, and cash flows.
On June 20, 2024, Canada enacted the Excessive Interest and Financing Expenses Limitation ("EIFEL") rules and the Global Minimum Tax Act ("GMTA"). These legislative changes align with global efforts to address base erosion and profit shifting by ensuring that multinational enterprises pay a minimum level of tax on their global income.
•Under the EIFEL rules, the tax-deductible amount of interest and financing expenses is restricted to 30% of taxpayers' earnings before interest, taxes, depreciation and amortization computed for tax purposes. The EIFEL rules are applicable to the Company for the 2024 calendar year. Although at this time the Company does not expect a material impact as a result of the enactment of this significant legislation, the Company cannot ensure that there will not be a material impact in the future due to various factors including changes in capital structures, interpretations of legislation, future events and other circumstances.
•Implementation of global minimum tax rules in the various jurisdictions in which the Company operates is pursuant to the Organization for Economic Development's ("OECD") initiative to prevent perceived base erosion and profit shifting. The GMTA is intended to implement the income inclusion and domestic minimum top-up tax rules that form part of the Model Rules for the Global Minimum Tax released by the OECD. The GMTA rules will be applicable to the Company for the 2024 calendar year. Based on existing interpretation of the rules, the Company does not expect these measures will have a significant impact on its financial results; however, the Company cannot provide assurance that such interpretations will not change, or additional guidance will not be issued that will negatively impact the Company's current position.
The Corporation cannot provide assurance that the Canada Revenue Agency, the Internal Revenue Service or any other applicable taxation authority will agree with the tax positions taken by the Corporation, including with respect to claimed expenses and the cost amount of the Corporation's depreciable properties. A successful challenge by an applicable taxation authority regarding such tax positions could adversely affect the results of operations and financial position of the Corporation.
Development by the Corporation of renewable power generation facilities in the United States depends in part on federal tax credits and other tax incentives. The Inflation Reduction Act has extended and expanded certain energy credits, providing greater certainty regarding the availability of these credits on a going forward basis. However, the rules governing these tax credits still include technical requirements for credit eligibility. If the Corporation is unable to complete construction on current or planned projects within certain deadlines or satisfy certain new requirements relating to prevailing wage and apprenticeship requirements, the reduced incentives or elimination of incentives may be insufficient to support continued development or may result in substantially reduced financial benefits from facilities that are completed. In addition, the Corporation has entered into certain tax equity financing transactions with financial partners for certain of its renewable power facilities in the United States, under which allocations of future cash flows to the Corporation from the applicable facility could be adversely affected in the event that there are changes in U.S. tax laws that apply to facilities previously placed in service.
OPERATIONAL RISK MANAGEMENT
Dispositions, including Risks Relating to the Sale of the Company's Renewable Energy Business
For financial, strategic and other reasons, the Corporation may from time to time dispose of, or desire to dispose of, businesses or assets (in whole or in part) that it owns. Any disposition by the Corporation may result in recognition of a loss upon such a sale and may result in a decrease to its revenues, cash flows and net income and a change to its business mix. A disposition may also result in liabilities to the Corporation, including as a result of any post-closing indemnities or purchase price adjustments. In addition, the Corporation may not be able to dispose of businesses or assets that the Corporation desires to sell for financial, strategic and other business reasons at all or at a price acceptable to the Corporation. Failure to execute on any planned disposition may require the Corporation to seek alternative sources of funds, including one or more potential issuances of equity, or incur additional indebtedness, which may, among other things, cause rating agencies to re-evaluate or downgrade the Corporation's existing credit ratings. Each of the foregoing items may have an adverse effect on the Corporation's business, results of operations, cost of capital or financial condition.
On August 9, 2024, the Company entered into an agreement to sell its renewable energy business to the Buyer. The sale is subject to the satisfaction of customary closing conditions, including the approval of the U.S. Federal Energy Regulatory Commission and approval under applicable competition laws. Certain of these closing conditions and approvals are outside of the Company’s control. There can be no assurance that these approvals will be obtained and that the other conditions to consummating the transaction will be satisfied. In addition, governmental authorities from which the regulatory approvals are required may impose conditions on the consummation of the transaction or require changes to the terms of the transaction, which could have the effect of delaying or impeding the consummation of the transaction. Any failure or
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significant delay in receiving such regulatory approvals and satisfying such closing conditions may result in adverse impacts to the Company, including, but not limited to, the termination of the transaction. If closing of the transaction does not take place at all or as contemplated, the Company could suffer adverse consequences on its business, financial condition or results of operations, including the loss of investor confidence in connection with the Company’s ability to execute its strategic plan and failure to realize the expected benefits of consummating the transaction. Furthermore, if the transaction is terminated or materially delayed, the market price of the Company’s common shares and other securities may be materially adversely affected. Whether or not the Company completes the disposition of its renewable energy business, the Company has incurred, and will continue to incur, significant transaction costs in connection with the transaction.
There can be no assurance that the Company will realize the benefits that it anticipates from the sale of its renewable energy business on a timely basis or at all. If the Company does not realize the anticipated benefits from the transaction for any reason it may have a significant adverse effect on the Company’s operations, business and financial condition.
Divesting the renewable energy business involves a number of additional risks and uncertainties, including complexities involved in separating assets that will be sold from assets the Company will retain and the need to obtain third-party consents and approvals (in addition to regulatory approvals), which could, among other things, disrupt customer and supplier relationships, and the fact that the Company may be subject to additional tax obligations or loss of certain tax benefits. The Company will be required to provide transitional services to the Buyer for a period of time following closing of the transaction, and the Company may retain certain obligations related to divested assets, and be subject to potential liabilities related to the divested assets or their disposition. In addition, the transaction could cause disruptions in the business of the Company by diverting the attention of the Board and management and diverting other resources (including costs) towards closing of the transaction. The transaction could also impact the Company's relationships with employees, including by increasing employee departures and turnover, and could result in accounting changes, restructuring and other disposition charges, as well as potential impairment charges or losses. The sale could negatively impact the Company's profitability, financial results and dividends because of losses that may result from the sale, the loss of revenues or a decrease in cash flows or cash available for distribution. In addition, APCo may be subject to one or more further credit rating downgrades as a result of the announcement of the sale. Following the closing of the transaction, the Company will also have less diversity in the asset mix of its business and in the markets it serves. This will exacerbate the risks associated with the Company’s Regulated Services Group and increase the importance of the operations of the Regulated Services Group to the Company. Any or all of these risks could impact the Company’s financial results and business reputation.
Inflation Risk
AQN's profitability could be impacted by inflation increases above long-term averages. The Regulated Services Group's facilities are subject to rate setting by its regulatory agencies. The time between the incurrence of costs and the granting of the rates to recover those costs by regulatory agencies is known as regulatory lag. As a result of regulatory lag, inflationary effects and timing delays may impact the ability to recover expenses and/or capital costs, and profitability could be impacted. In the event of significant inflation, the impact of regulatory lag on the Company would be increased. In order to mitigate this exposure, the Regulated Services Group seeks to obtain approval for regulatory constructs in the states in which it operates to allow for timely recovery of operating expenses and capital costs.
The Renewable Energy Group's assets are subject to long-term PPAs and other offtake agreements, most of which are not indexed to inflation and could experience declines in profitability if operating costs increase at a rate greater than the offtake price.
Development and construction projects could experience a decrease in expected returns as a result of increased costs. In an effort to mitigate the risk of inflation, the Company attempts to enter into fixed price construction agreements close to the time it enters into fixed price offtake agreements.
Litigation Risks and Other Contingencies
AQN and certain of its subsidiaries are involved in various litigation, claims and other legal and regulatory proceedings that arise from time to time in the ordinary course of business. Any accruals for contingencies related to these items are recorded in the financial statements at the time it is concluded that a material financial loss is likely and the related liability is estimable. Anticipated recoveries under existing insurance policies are recorded when reasonably assured of recovery.
Algonquin Power & Utilities Corp. - Management Discussion & Analysis
49


Mountain View Fire
On November 17, 2020, a wildfire now known as the Mountain View Fire occurred in the territory of Liberty Utilities (CalPeco Electric) LLC ("Liberty CalPeco"). The cause of the fire remains under investigation, and CAL FIRE has not yet released its final report. There are currently 22 lawsuits that name certain subsidiaries of the Company as defendants in connection with the Mountain View Fire, as well as a non-litigation claim brought by the U.S. Department of Agriculture seeking reimbursement for alleged fire suppression costs and a notice from the U.S. Bureau of Land Management seeking damages for the alleged burning of public lands without authorization. Fifteen lawsuits are brought by groups of individual plaintiffs alleging causes of action including negligence, inverse condemnation, nuisance, trespass, and violations of Cal. Pub. Util. Code 2106 and Cal. Health and Safety Code 13007 (one of these 15 lawsuits also alleges the wrongful death of an individual and various subrogation claims on behalf of insurance companies). On March 6, 2024, a trial commenced in Los Angeles County Superior Court on four bellwether cases with respect to inverse condemnation liability only; the trial has been stayed until August 12, 2024. If the Company's subsidiaries were found liable in those cases, the damages, if any, would not be determined at this trial. In another lawsuit, County of Mono, Antelope Valley Fire Protection District, and Bridgeport Indian Colony allege similar causes of action and seek damages for fire suppression costs, law enforcement costs, property and infrastructure damage, and other costs. In six other lawsuits, insurance companies allege inverse condemnation and negligence and seek recovery of amounts paid and to be paid to their insureds. The likelihood of success in these lawsuits is uncertain. Liberty CalPeco intends to vigorously defend them. The Company accrued estimated losses of $172.3 million for claims related to the Mountain View Fire, against which Liberty CalPeco has recorded expected recoveries through insurance of $116.0 million and Wildfire Expense Memorandum Account ("WEMA") of $56.3 million. The resulting net charge to earnings was $nil. The estimate of losses is subject to change as additional information becomes available. The actual amount of losses may be higher or lower than these estimates. While the Company may incur a material loss in excess of the amount accrued, the Company cannot estimate the upper end of the range of reasonably possible losses that may be incurred. The Company has wildfire liability insurance that is expected to apply up to applicable policy limits.
Apple Valley Condemnation Proceedings
On January 7, 2016, the Town of Apple Valley filed a lawsuit seeking to condemn the utility assets of Liberty Utilities (Apple Valley Ranchos Water) Corp. ("Liberty Apple Valley"). On May 7, 2021, the Court issued a Tentative Statement of Decision denying the Town of Apple Valley's attempt to take the Apple Valley water system by eminent domain. The ruling confirmed that Liberty Apple Valley's continued ownership and operation of the water system is in the best interest of the community. On October 14, 2021, the Court issued the Final Statement of Decision. The Court signed and entered an Order of Dismissal and Judgment on November 12, 2021. On January 7, 2022, the Town filed a notice of appeal of the judgment entered by the Court. On August 2, 2022, the Court issued a ruling awarding Liberty Apple Valley approximately $13.2 million in attorney's fees and litigation costs. The Town filed a notice of appeal of the fee award on August 22, 2022. The Town's appeal of the condemnation judgment and fee award have been consolidated into one appellate docket, which is proceeding before the Court of Appeals.
Technology Infrastructure Implementation Risk
The Company relies upon various information and operational technology infrastructure systems to carry out its business processes and operations. This subjects the Company to inherent costs and risks associated with maintaining, upgrading, replacing and changing information and operational technology systems. This includes impairment of its technology systems, potential disruption of operations, business process and internal control systems, substantial capital expenditures, demands on management time and other risks of delays, and difficulties in upgrading, transitioning and integrating technology systems.
AQN and certain of its subsidiaries have recently completed the implementation of an integrated customer solution platform, which includes customer billing, enterprise resource planning systems and asset management systems. Transitioning operations to these new technology systems or deficiencies in the design or implementation of these systems could: materially adversely affect the Company's operations, including its ability to monitor its business, pay its suppliers, bill its customers, and report financial information accurately and on a timely basis; lead to higher than expected costs; lead to increased regulatory scrutiny or adverse regulatory consequences; or result in the failure to achieve the expected benefits. As a result, the Company's operations, financial condition, cash flows and results of operations could be adversely affected.
Algonquin Power & Utilities Corp. - Management Discussion & Analysis
50


QUARTERLY FINANCIAL INFORMATION
The following is a summary of unaudited quarterly financial information for the eight quarters ended June 30, 2024:
(all dollar amounts in $ millions except per share information) 3rd Quarter 2023 4th Quarter 2023 1st Quarter 2024
2nd Quarter 2024
Revenue $ 624.6  $ 666.9  $ 737.1  $ 598.6 
Net earnings (loss) attributable to shareholders (174.5) 186.3  (89.1) 200.8 
Net earnings (loss) per share (0.26) 0.27  (0.13) 0.28 
Diluted net earnings (loss) per share (0.26) 0.27  (0.13) 0.28 
Adjusted Net Earnings1
80.5  115.5  95.6  65.2 
Adjusted Net Earnings per common share1
0.11  0.16  0.14  0.09 
Adjusted EBITDA1
282.5  334.3  344.3  311.0 
Total assets 17,982.8  18,374.0  18,307.8  18,866.4 
Long-term debt2
8,367.3  8,516.3  9,089.9  8,292.9 
Dividend declared per common share $ 0.11  $ 0.11  $ 0.11  $ 0.11 
3rd Quarter 2022 4th Quarter 2022 1st Quarter 2023
2nd Quarter 2023
Revenue $ 664.4  $ 748.0  $ 778.6  $ 627.9 
Net earnings (loss) attributable to shareholders (195.2) (74.4) 270.1  (253.2)
Net earnings (loss) per share (0.29) (0.11) 0.39  (0.37)
Diluted net earnings (loss) per share (0.29) (0.11) 0.39  (0.37)
Adjusted Net Earnings1
73.5  97.6  119.9  56.2 
Adjusted Net Earnings per common share1
0.11  0.14  0.17  0.08 
Adjusted EBITDA1
276.1  298.5  341.0  277.7 
Total assets 17,653.3  17,627.6  17,927.1  17,968.7 
Long-term debt2
7,705.1  7,512.3  7,849.2  8,083.4 
Dividend declared per common share $ 0.18  $ 0.18  $ 0.11  $ 0.11 
1
See Caution Concerning Non-GAAP Measures.
2 Includes current portion of long-term debt, long-term debt and convertible debentures.
Quarterly revenues have fluctuated between $598.6 million and $778.6 million over the prior two year period. A number of factors impact quarterly results, including acquisitions, dispositions, seasonal fluctuations and customer rates. In addition, a factor impacting revenues year over year is the fluctuation in the strength of the Canadian dollar relative to the U.S. dollar which can result in significant changes in reported revenue from Canadian operations.
Quarterly net earnings attributable to shareholders have fluctuated between a loss of $253.2 million and earnings of $270.1 million over the prior two year period. Earnings have been impacted by non-cash factors such as deferred tax recovery and expense, impairment of intangibles, property, plant and equipment and mark-to-market gains and losses on financial instruments.
Algonquin Power & Utilities Corp. - Management Discussion & Analysis
51


DISCLOSURE CONTROLS AND PROCEDURES
AQN's management carried out an evaluation as of June 30, 2024, under the supervision of and with the participation of AQN's Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), of the effectiveness of the design and operations of AQN's disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15 (e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")). Based on that evaluation, the CEO and the CFO have concluded that as of June 30, 2024, AQN's disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed by AQN in reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in rules and forms of the U.S. Securities and Exchange Commission, and is accumulated and communicated to management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.
Management Report on Internal Controls over Financial Reporting
Management, including the CEO and the CFO, is responsible for establishing and maintaining internal control over financial reporting. Management, as at the end of the period covered by this interim filing, designed internal controls over financial reporting to provide reasonable, but not absolute, assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. The control framework management used to design the Company's internal control over financial reporting is that established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Changes in Internal Controls over Financial Reporting
For the six months ended June 30, 2024, there has been no change in the Company's internal controls over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company's internal controls over financial reporting.
Inherent Limitations on Effectiveness of Controls
Due to its inherent limitations, disclosure controls and procedures or internal control over financial reporting may not prevent or detect all misstatements based on error or fraud. Further, the effectiveness of internal control is subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may change.
CRITICAL ACCOUNTING ESTIMATES AND POLICIES
AQN prepared its unaudited interim condensed consolidated financial statements in accordance with U.S. GAAP. The preparation of the unaudited interim condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, related amounts of revenues and expenses, and disclosure of contingent assets and liabilities. Significant areas requiring the use of management judgment relate to the scope of consolidated entities, useful lives and recoverability of assets, the measurement of deferred taxes and the recoverability of deferred tax assets, rate-regulation, unbilled revenue, pension and post-employment benefits, fair value of derivatives and fair value of assets and liabilities acquired in a business combination. Actual results may differ from these estimates.
AQN's significant accounting policies and new accounting standards are discussed in Notes 1 and 2, respectively, in the Company's unaudited interim condensed consolidated financial statements.
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EX-99.3 4 a2024q2-ex993xceocertifica.htm EX-99.3 Q2 2024 CEO CERTIFICATION Document

FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS
FULL CERTIFICATE
I, Chris Huskilson, Chief Executive Officer of Algonquin Power & Utilities Corp., certify the following:
1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Algonquin Power & Utilities Corp. (the “issuer”) for the interim period ended June 30, 2024.
2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.
5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings
a.designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
i.material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
ii.information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
b.designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
5.2 ICFR - material weakness relating to design: N/A
5.3 Limitation on scope of design: N/A
6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on April 1, 2024 and ended on June 30, 2024 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.
Date: August 9, 2024
/s/ Chris Huskilson
_______________________
Chris Huskilson
Chief Executive Officer

EX-99.4 5 a2024q2-ex994xcfocertifica.htm EX-99.4 Q2 2024 CFO CERTIFICATION Document

FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS
FULL CERTIFICATE
I, Darren Myers, Chief Financial Officer of Algonquin Power & Utilities Corp., certify the following:
1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Algonquin Power & Utilities Corp. (the “issuer”) for the interim period ended June 30, 2024.
2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.
5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings
a.designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
i.material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
ii.information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
b.designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
5.2 ICFR - material weakness relating to design: N/A
5.3 Limitation on scope of design: N/A
6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on April 1, 2024 and ended on June 30, 2024 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.
Date: August 9, 2024

/s/ Darren Myers
_______________________
Darren Myers
Chief Financial Officer

EX-99.5 6 a2024q2-ex995xearningspres.htm EX-99.5 Q2 2024 EARNINGS PRESS RELEASE Document

image_0.jpg
Algonquin Power & Utilities Corp. Announces 2024 Second Quarter Financial Results
Continuing Ongoing Strategic Transition to a Pure-Play Regulated Utility
Company to Hold Second Quarter Earnings Conference Call at 8:30 am E.T.
OAKVILLE, Ontario - August 9, 2024 – Algonquin Power & Utilities Corp. (TSX/NYSE: AQN) (“AQN” or the “Company”) announced today financial results for the second quarter ended June 30, 2024. All amounts are shown in United States dollars (“U.S. $” or “$”), unless otherwise noted.
“In the second quarter we continued to make significant progress on our path towards a pure play regulated utility, which we expect to enable us to create long term value and increase our quality of earnings,” said Chris Huskilson, CEO of AQN. “As announced separately today, we have entered into an agreement with LS Power to sell our renewable energy business for up to $2.5 billion in cash, a compelling value for a business with strong assets and scale. This major milestone, coupled with our previously announced agreement to support the sale of our Atlantica shares, delivers on our plan to transform AQN into a pure play regulated utility, optimize our regulated business activities, strengthen our balance sheet, and enhance our quality of earnings. With these key objectives in mind, we have also reduced our expected capital expenditures and dividend to enable even greater financial flexibility. As we look forward, we are committed to reducing our need for external funding, improving returns on significant investments already made, and supporting a healthy dividend payout. We are confident that all of these measures strongly support our objective to create long term value for our customers and shareholders.”
Second Quarter Financial Results
•Second Quarter Net Utility Sales and Net Energy Sales1 of $474.9 million, no percentage change;
•Second Quarter Adjusted EBITDA1 of $311.0 million, an increase of 12%;
•Second Quarter Adjusted Net Earnings1 of $65.2 million, an increase of 16%; and
•Second Quarter Adjusted Net Earnings1 per common share of $0.09, an increase of 13%, in each case on a year-over-year basis.



Second Quarter Financials
All amounts in U.S. $ millions except per share information
Three months ended
June 30
Six months ended
June 30
2024 2023 Change 2024 2023 Change
Revenue $ 598.6  $ 627.9  (5)% $ 1,335.7  $1,406.5 (5)%
    Regulated Services Group Revenue 505.2  546.4  (8)% 1,141.8  1,234.6  (8)%
    Renewable Energy Group Revenue 93.2  81.1  15% 193.3  171.2  13%
Net earnings (loss) attributable to shareholders 200.8  (253.2) 179% 111.6  16.9  560%
Per common share 0.28  (0.37) 176% 0.15  0.02  650%
Cash provided by operating activities 236.2  261.4  (10)% 366.9  294.7  24%
Adjusted Net Earnings1
65.2  56.2  16% 160.6  176.0  (9)%
Per common share 0.09  0.08  13% 0.22  0.25  (10)%
Adjusted EBITDA1
311.0  277.7  12% 655.2  618.7  6%
Regulated Services Group Divisional Operating Profit1
212.8  199.4  7% 469.7  445.2  6%
Renewable Energy Group Divisional Operating Profit1
99.7  76.2  31% 186.9  171.4  9%
Adjusted Funds from Operations1
167.9  150.2  12% 357.2  358.4  —%
Dividends per common share 0.1085  0.1085  0.2170  0.2170  —%
Long-term Debt 8,292.6  8,516.0  (3)% 8,292.6  8,516.0  (3)%
1 Please refer to "Non-GAAP Measures" below for further details.
Second Quarter 2024 Highlights
•Regulated Services Group saw second consecutive quarter of growth due to implementation of new rates and higher HLBV income – The Regulated Services Group recorded second quarter year-over-year growth in Divisional Operating Profit of 6% (see “Non-GAAP Measures” below). The increase was primarily due to the implementation of new rates at several of the Company’s electric, gas and water systems, as well as higher Hypothetical Liquidation at Book Value (“HLBV”) income of approximately $13.8 million at the Empire Electric System as a result of normalized wind resources and higher production tax credit (“PTC”) rates. This growth was partially offset by higher operating expenses and one-time revenues in the second quarter of 2023 from a retroactive rate increase at CalPeco Electric.
•Year-over-year growth in the Renewable Energy Group was led by contributions from new facilities – The Renewable Energy Group recorded second quarter year-over-year growth in Divisional Operating Profit of 33% (see “Non-GAAP Measures” below). The increase was primarily due to the resumption of weather-normalized production across the Canadian and U.S. wind facilities, higher equity income from the Texas Coastal Wind Facilities, and contributions from new wind facilities, Deerfield II and Sandy Ridge II. This growth was partially offset by the sale of the Windsor Locks Thermal Facility and development costs due to the consolidation of development activities as part of the Company’s business simplification initiative.



•Optimizes investment of Atlantica, through its sale to Energy Capital Partners – On May 27, 2024, the Company entered into a support agreement (the “Support Agreement”) with a private limited company ("Bidco"), which is controlled by Energy Capital Partners, and Atlantica Sustainable Infrastructure plc (“Atlantica”). Pursuant to the Support Agreement, the Company and its subsidiary Liberty (AY Holdings) B.V., which holds approximately 42.2% of the outstanding ordinary shares of Atlantica, agreed, subject to the terms of the Support Agreement, to cause such shares to be voted in favour of the proposed acquisition by Bidco of 100% of the ordinary shares of Atlantica for $22.00 per share in cash. The purchase price represents an 18.9% premium to Atlantica's closing share price on April 22, 2024, the last trading day prior to the emergence of market rumours regarding a potential acquisition of Atlantica. The Company expects to use the proceeds to help reduce debt and recapitalize the Company's balance sheet as part of its ongoing strategic transition to a pure play regulated utility. On August 8, 2024, Atlantica announced that it had completed the requisite meetings of its shareholders to approve its acquisition by Energy Capital Partners and a group of co-investors. Based upon the preliminary results of these meetings, the Transaction received all requisite approvals of Atlantica’s shareholders.
•Successfully remarketed green equity units to further reduce debt levels – On March 28, 2024, the Company successfully remarketed its $1.15 billion aggregate principal amount of 1.18% Senior Notes due June 15, 2026 (the "Notes"). The Notes were originally issued in June 2021, together with the related purchase contracts (the "Purchase Contracts"), as a component of the Company's corporate units. The proceeds from the remarketing of the Notes were used to purchase a portfolio of treasury securities that matured on June 13, 2024. The funds generated upon maturity of the treasury portfolio were used on June 17, 2024 to settle the Purchase Contracts. In connection with the settlement of the Purchase Contracts, the Company issued approximately 76.9 million common shares for proceeds of $1.15 billion. The Company used the proceeds to reduce existing indebtedness of the Company and its subsidiaries and for general corporate purposes.
•New Customer First system implemented - AQN recently completed the implementation of an integrated customer solution platform, which includes customer billing, enterprise resource planning systems and asset management systems.
Corporate Actions
•Common share dividend adjusted to a more sustainable level – The Company has declared a third quarter 2024 dividend of $0.065, representing a reduction of approximately 40% compared to its second quarter 2024 dividend, and representing an annualized dividend of $0.26 per common share. This decision is intended to create longer term value for shareholders as the Company focuses on improving its earnings and capital sustainability in a higher cost of capital environment.
•Capital spending to be reduced in the near-term – AQN plans to restrain its Regulated Services Group capital expenditures to slightly above maintenance requirements while pursuing timely recovery of and on current investments made on behalf of customers.
•Active rate case calendar continues - 2024 represents the most active rate case schedule in the Company’s history. In addition to already filed rate cases, AQN plans to make additional filings at its Empire Electric (Missouri) Utility System, CalPeco Electric System, St. Lawrence Gas System, Litchfield Park Water & Sewer System, and New England Natural Gas System in the second half of 2024 or the first half of 2025. The timing of filing of these rate cases is dependent on, among other things, the successful adoption and use of the recently deployed customer solution technology platform.



Renewable Energy Group Sale to LS Power
In a separately issued press release, AQN today announced that it has entered into an agreement with LS Power to sell the Company’s renewable energy business (excluding hydro) for up to $2.5 billion in cash. The press release, as well as AQN's unaudited interim condensed consolidated financial statements for the three and six months ended June 30, 2024 and management discussion and analysis for the three and six months ended June 30, 2024 (the "Interim MD&A") will be available on its website at www.AlgonquinPower.com and in its corporate filings on SEDAR+ at www.sedarplus.com (for Canadian filings) and EDGAR at www.sec.gov/edgar (for U.S. filings).
Earnings Conference Call
AQN will hold an earnings conference call at 8:30 a.m. eastern time on Friday, August 9, 2024, hosted by Chief Executive Officer, Chris Huskilson, and Chief Financial Officer, Darren Myers.
Date:
Friday, August 9, 2024
Time:
8:30 a.m. ET
Conference Call:
Toll Free Dial-In Number 1 (800) 715-9871

Toll Dial-In Number 1 (647) 932-3411

Conference ID 9608227
Webcast:
https://edge.media-server.com/mmc/p/q3hkjcp5

Presentation also available at: www.algonquinpower.com
About Algonquin Power & Utilities Corp. and Liberty
Algonquin Power & Utilities Corp., parent company of Liberty, is a diversified international generation, transmission, and distribution utility with approximately $18 billion of total assets. AQN is committed to providing safe, secure, reliable, cost-effective, and sustainable energy and water solutions through its portfolio of generation, transmission, and distribution utility investments to over one million customer connections, largely in the United States and Canada. In addition, AQN owns, operates, and/or has net interests in over 4 GW of installed renewable energy capacity. AQN's common shares, preferred shares, Series A, and preferred shares, Series D are listed on the Toronto Stock Exchange under the symbols AQN, AQN.PR.A, and AQN.PR.D, respectively. AQN's common shares and Series 2019-A subordinated notes are listed on the New York Stock Exchange under the symbols AQN and AQNB, respectively.
Visit AQN at www.algonquinpower.com and follow us on X.com @AQN_Utilities.
Investor Inquiries:
Brian Chin
Vice President, Investor Relations
Algonquin Power & Utilities Corp.
E-mail: InvestorRelations@APUCorp.com
Telephone: (905) 465-4500



Media Inquiries:
Stephanie Bose
Director, Corporate Communications
Liberty
E-mail: Corporate.Communications@libertyutilities.com
Telephone: (905) 465-4500
Caution Regarding Forward-Looking Information
Certain statements included in this news release constitute ‘‘forward-looking information’’ within the meaning of applicable securities laws in each of the provinces and territories of Canada and the respective policies, regulations and rules under such laws and ‘‘forward-looking statements’’ within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 (collectively, ‘‘forward-looking statements”). The words “will” and “expects” (and grammatical variations of such terms) and similar expressions are often intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Specific forward-looking statements in this news release include, but are not limited to, statements regarding: the Company’s future financial position, including with respect to its balance sheet; expected future quality of earnings; expected future capital expenditure levels and the impact thereof; expected rate case filings, including the timing of such filings; dividends (including the expected impact thereof); and the expected use of proceeds from the pending sale of the Company’s shares of Atlantica. These statements are based on factors or assumptions that were applied in drawing a conclusion or making a forecast or projection, including assumptions based on historical trends, current conditions and expected future developments. Since forward-looking statements relate to future events and conditions, by their very nature they require making assumptions and involve inherent risks and uncertainties. AQN cautions that although it is believed that the assumptions are reasonable in the circumstances, these risks and uncertainties give rise to the possibility that actual results may differ materially from the expectations set out in the forward-looking statements. There can be no assurance that the sale of the Company’s renewable energy business (excluding hydro) will occur, or that any of the intended benefits and aims of such transaction will be realized. Forward-looking statements contained herein are provided for the purposes of assisting in understanding the Company and its business, operations, risks, financial performance, financial position and cash flows as at and for the periods indicated and to present information about management’s current expectations and plans relating to the future and such information may not be appropriate for other purposes. Material risk factors and assumptions include those set out in AQN's Annual Information Form and Annual Management Discussion and Analysis for the year ended December 31, 2023, and Interim MD&A, each of which is or will be available on SEDAR+ and EDGAR. Given these risks, undue reliance should not be placed on these forward-looking statements, which apply only as of their dates. Other than as specifically required by law, AQN undertakes no obligation to update any forward-looking statements to reflect new information, subsequent or otherwise.
Non-GAAP Measures
AQN uses a number of financial measures to assess the performance of its business lines. Some measures are calculated in accordance with generally accepted accounting principles in the United States ("U.S. GAAP"), while other measures do not have a standardized meaning under U.S. GAAP. These non-GAAP measures include non-GAAP financial measures and non-GAAP ratios, each as defined in Canadian National Instrument 52-112 – Non-GAAP and Other Financial Measures Disclosure. AQN’s method of calculating these measures may differ from methods used by other companies and therefore may not be comparable to similar measures presented by other companies.



The terms “Adjusted Net Earnings”, “Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization” (or “Adjusted EBITDA”), “Adjusted Funds from Operations”, "Divisional Operating Profit", “Net Utility Sales” and “Net Energy Sales”, which are used in this news release, are non-GAAP financial measures. An explanation of each of these non-GAAP financial measures can be found in the section titled "Caution Concerning Non-GAAP Measures" in the Interim MD&A, which section is incorporated by reference into this news release, and a reconciliation to the most directly comparable U.S. GAAP measure, in each case, can be found below. In addition, “Adjusted Net Earnings” is presented in this news release on a per common share basis. Adjusted Net Earnings per common share is a non-GAAP ratio and is calculated by dividing Adjusted Net Earnings by the weighted average number of common shares outstanding during the applicable period.
Reconciliation of Adjusted EBITDA to Net Earnings
The following table is derived from and should be read in conjunction with the consolidated statement of operations. This supplementary disclosure is intended to more fully explain disclosures related to Adjusted EBITDA and provides additional information related to the operating performance of AQN. Investors are cautioned that this measure should not be construed as an alternative to U.S. GAAP consolidated net earnings.
Three months ended Six months ended
June 30 June 30
(all dollar amounts in $ millions) 2024 2023 2024 2023
Net earnings (loss) attributable to shareholders $ 200.8  $ (253.2) $ 111.6  $ 16.9 
Add (deduct):
Net earnings attributable to the non-controlling interest, exclusive of HLBV 7.7  16.4  17.1  30.8 
Income tax expense (recovery) (5.2) (56.0) (16.5) (31.3)
Interest expense 105.8  89.7  208.3  171.6 
Other net losses1
17.1  40.4  27.7  43.8 
Unrealized loss (gain) on energy derivatives included in revenue 12.6  (0.1) 23.3  (0.1)
HLBV prior period adjustment within equity income —  —  8.5  — 
Pension and post-employment non-service costs 4.0  5.3  7.4  10.3 
Change in value of investments carried at fair value2
(172.9) 311.4  (14.6) 132.0 
Gain on derivative financial instruments (0.1) (1.0) (0.2) (3.2)
Loss on foreign exchange 4.3  6.4  16.1  7.8 
Depreciation and amortization 136.9  118.4  266.5  240.1 
Adjusted EBITDA $ 311.0  $ 277.7  $ 655.2  $ 618.7 
1
See Note 16 in the unaudited interim condensed consolidated financial statements.
2
See Note 6 in the unaudited interim condensed consolidated financial statements.




Reconciliation of Adjusted Net Earnings to Net Earnings
The following table is derived from and should be read in conjunction with the consolidated statement of operations. This supplementary disclosure is intended to more fully explain disclosures related to Adjusted Net Earnings and provides additional information related to the operating performance of AQN. Investors are cautioned that this measure should not be construed as an alternative to consolidated net earnings in accordance with U.S. GAAP.
The following table shows the reconciliation of net earnings to Adjusted Net Earnings exclusive of these items:
Three months ended Six months ended
June 30 June 30
(all dollar amounts in $ millions except per share information) 2024 2023 2024 2023
Net earnings (loss) attributable to shareholders $ 200.8  $ (253.2) $ 111.6  $ 16.9 
Add (deduct):
Gain on derivative financial instruments (0.1) (1.0) (0.2) (3.2)
Other net losses1
17.1  40.4  27.7  43.8 
Loss on foreign exchange 4.3  6.4  16.1  7.8 
Unrealized loss on energy derivatives included in revenue 12.6  (0.1) 23.3  (0.1)
HLBV prior period adjustment within equity income —  —  8.5  — 
Change in value of investments carried at fair value2
(172.9) 311.4  (14.6) 132.0 
Adjustment for taxes related to above 3.4  (47.7) (11.8) (21.2)
Adjusted Net Earnings $ 65.2  $ 56.2  $ 160.6  $ 176.0 
Adjusted Net Earnings per common share $ 0.09  $ 0.08  $ 0.22  $ 0.25 
1
See Note 16 in the unaudited interim condensed consolidated financial statements.
2
See Note 6 in the unaudited interim condensed consolidated financial statements.



Reconciliation of Adjusted Funds from Operations to Cash Provided by Operating Activities
The following table is derived from and should be read in conjunction with the consolidated statement of operations and consolidated statement of cash flows. This supplementary disclosure is intended to more fully explain disclosures related to Adjusted Funds from Operations and provides additional information related to the operating performance of AQN. Investors are cautioned that this measure should not be construed as an alternative to cash provided by operating activities in accordance with U.S GAAP.
The following table shows the reconciliation of cash provided by operating activities to Adjusted Funds from Operations exclusive of these items:
Three months ended Six months ended
June 30 June 30
(all dollar amounts in $ millions) 2024 2023 2024 2023
Cash provided by operating activities $ 236.2  $ 261.4  $ 366.9  $ 294.7 
Add (deduct):
Changes in non-cash operating items (70.6) (112.4) (16.0) 53.4 
Production based cash contributions from non-controlling interests 2.3  —  6.3  9.1 
Costs related to tax equity financing —  1.2  —  1.2 
Adjusted Funds from Operations $ 167.9  $ 150.2  $ 357.2  $ 358.4 





Reconciliation of Net Utility Sales and Regulated Services Group Divisional Operating Profit to Revenue
The following table is derived from and should be read in conjunction with the consolidated statement of operations and consolidated statement of cash flows. This supplementary disclosure is intended to more fully explain disclosures related to Divisional Operating Profit and Net Utility Sales and provides additional information related to the operating performance of AQN. Investors are cautioned that these measures should not be construed as an alternative to revenue in accordance with U.S GAAP.
The following table shows the reconciliation of Net Utility Sales and Regulated Services Group Divisional Operating Profit to revenue:
Three months ended Six months ended
June 30 June 30
(all dollar amounts in $ millions) 2024 2023 2024 2023
Revenue
Regulated electricity distribution $ 304.3  $ 328.2  $ 610.1  $ 644.2 
Less: Regulated electricity purchased (81.7) (98.3) (179.6) (223.9)
Net Utility Sales – electricity1
222.6  229.9  430.5  420.3 
Regulated gas distribution 94.2  109.5  328.2  380.7 
Less: Regulated gas purchased (22.9) (36.2) (118.9) (173.9)
Net Utility Sales – natural gas1
 
71.3  73.3  209.3  206.8 
Regulated water reclamation and distribution 92.8  95.9  177.8  183.3 
Less: Regulated water purchased (4.3) (3.8) (8.2) (7.7)
Net Utility Sales – water reclamation and distribution1
88.5  92.1  169.6  175.6 
Other revenue2
13.9  12.8  25.7  26.4 
Net Utility Sales1,3
396.3  408.1  835.1  829.1 
Operating expenses (215.7) (228.8) (423.2) (425.7)
Income from long-term investments 7.5  9.3  15.4  19.7 
HLBV4
24.7  10.8  42.4  22.1 
Divisional Operating Profit1,5
$ 212.8  $ 199.4  $ 469.7  $ 445.2 
1
See Caution Concerning Non-GAAP Measures.
2
See Note 18 in the unaudited interim condensed consolidated financial statements.
3
This table contains a reconciliation of Net Utility Sales to revenue. The relevant sections of the table are derived from and should be read in conjunction with the unaudited interim condensed consolidated statement of operations and Note 18 in the unaudited interim condensed consolidated financial statements, "Segmented Information". This supplementary disclosure is intended to more fully explain disclosures related to Net Utility Sales and provides additional information related to the operating performance of the Regulated Services Group. Investors are cautioned that Net Utility Sales should not be construed as an alternative to revenue.
4
HLBV income represents the value of net tax attributes monetized by the Regulated Services Group in the period at the Luning and Turquoise Solar Facilities and the Neosho Ridge, Kings Point and North Fork Ridge Wind Facilities.
5
This table contains a reconciliation of Divisional Operating Profit to revenue for the Regulated Services Group. The relevant sections of the table are derived from and should be read in conjunction with the unaudited interim condensed consolidated statement of operations and Note 18 in the unaudited interim condensed consolidated financial statements, "Segmented Information". This supplementary disclosure is intended to more fully explain disclosures related to Divisional Operating Profit and provides additional information related to the operating performance of the Regulated Services Group. Investors are cautioned that Divisional Operating Profit should not be construed as an alternative to revenue.




Reconciliation of Net Energy Sales and Renewable Energy Group Divisional Operating Profit to Revenue
The following table is derived from and should be read in conjunction with the consolidated statement of operations and consolidated statement of cash flows. This supplementary disclosure is intended to more fully explain disclosures related to Divisional Operating Profit and Net Energy Sales and provides additional information related to the operating performance of AQN. Investors are cautioned that this measure should not be construed as an alternative to cash provided by operating activities in accordance with U.S GAAP.
The following table shows the reconciliation of Net Energy Sales and Renewable Energy Group Divisional Operating Profit to revenue:
Three months ended Six months ended
June 30 June 30
(all dollar amounts in $ millions) 2024 2023 2024 2023
Revenue1
Hydro $ 10.3  $ 8.8  $ 19.5  $ 16.9 
Wind 56.6  46.5  120.3  102.7 
Solar 9.9  9.4  15.6  14.7 
Thermal 1.9  7.0  7.8  16.1 
Total Non-Regulated Energy Sales $ 78.7  $ 71.7  $ 163.2  $ 150.4 
Less:
Cost of Sales - Energy2
(0.2) (0.4) (0.9) (1.5)
Cost of Sales - Thermal (0.5) (3.4) (3.3) (10.1)
Net Energy Sales 3,4
$ 78.0  $ 67.9  $ 159.0  $ 138.8 
Renewable Energy Credits5
9.1  8.1  23.3  18.1 
Other Revenue 5.4  1.3  6.8  2.7 
Total Net Revenue $ 92.5  $ 77.3  $ 189.1  $ 159.6 
Expenses & Other Income
Operating expenses (33.3) (27.7) (72.3) (60.4)
Development costs (7.7) (3.3) (16.3) (7.3)
Other operating costs (previously referred to as administrative expenses) (6.7) (7.4) (12.7) (11.1)
Dividend, interest, equity and other income6
30.1  22.6  51.5  52.3 
HLBV income7
24.8  14.7  47.6  38.3 
Divisional Operating Profit3,8,9
$ 99.7  $ 76.2  $ 186.9  $ 171.4 
1
Many of the Renewable Energy Group's power purchase agreements ("PPAs") include annual rate increases. However, a change to the weighted average production levels resulting from higher average production from facilities that earn lower energy rates can result in a lower weighted average energy rate earned by the division as compared to the same period in the prior year.
2 Cost of Sales - Energy consists of energy purchases in the Maritime Region to manage the energy sales from the Tinker Hydro Facility which is sold to retail and industrial customers under multi-year contracts.
3
See Caution Concerning Non-GAAP Measures.
4
This table contains a reconciliation of Net Energy Sales to revenue. The relevant sections of the table are derived from and should be read in conjunction with the unaudited interim condensed consolidated statement of operations and Note 18 in the unaudited interim condensed consolidated financial statements, "Segmented information". This supplementary disclosure is intended to more fully explain disclosures related to Net Energy Sales and provides additional information related to the operating performance of AQN. Investors are cautioned that Net Energy Sales should not be construed as an alternative to revenue.
5 Qualifying renewable energy projects receive renewable energy credits ("RECs") for the generation and delivery of renewable energy to the power grid. The RECs represent proof that 1 MW-hr of electricity was generated from an eligible energy source.
6
Includes dividends received from Atlantica and related parties (see Notes 6 and 13 in the unaudited interim condensed consolidated financial statements) as well as the equity investment in the Stella, Cranell, East Raymond and West Raymond Wind Facilities (collectively, the "Texas Coastal Wind Facilities").



7
HLBV income represents the value of net tax attributes earned by the Renewable Energy Group in the period primarily from electricity generated by certain of its U.S. wind and U.S. solar generation facilities.
PTCs are earned as wind energy is generated based on a dollar per kW-hr rate prescribed in applicable federal and state statutes. For the six months ended June 30, 2024, the Renewable Energy Group's eligible facilities generated 2,297.5 GW-hrs representing approximately $70.3 million in PTCs earned as compared to 1,873.3 GW-hrs representing $52.5 million in PTCs earned during the same period in 2023. The majority of the PTCs have been allocated to tax equity investors to monetize the value to AQN of the PTCs and other tax attributes which are the primary drivers of HLBV income offset by the return earned by the investor. Some PTCs have been utilized directly by the Company which has lowered its overall effective tax rate.
8 Certain prior year items have been reclassified to conform to current year presentation.
9
This table contains a reconciliation of Divisional Operating Profit to revenue for the Renewable Energy Group. The relevant sections of the table are derived from and should be read in conjunction with the unaudited interim condensed consolidated statement of operations and Note 18 in the unaudited interim condensed consolidated financial statements, "Segmented Information". This supplementary disclosure is intended to more fully explain disclosures related to Divisional Operating Profit and provides additional information related to the operating performance of the Renewable Energy Group. Investors are cautioned that Divisional Operating Profit should not be construed as an alternative to revenue.


EX-99.6 7 a2024q2-ex996xq32024common.htm EX-99.6 Q2 2024 COMMON AND PREFERRED SHARE DIVIDEND PRESS RELEASE Document

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Algonquin Power & Utilities Corp. Declares Third Quarter 2024 Common Share Dividend of
U.S.$0.0650 (C$0.0893), and Declares Third Quarter 2024 Preferred Share Dividends
Oakville, Ontario – August 9, 2024 - Algonquin Power & Utilities Corp. (“AQN”) (TSX: AQN, AQN.PR.A, AQN.PR.D, NYSE: AQN) announced today that its board of directors has approved and declared the following common and preferred share dividends:
1.US$0.0650 per common share, payable on October 15, 2024, to the shareholders of record on September 30, 2024, for the period from July 1, 2024 to September 30, 2024. Registered shareholders can elect to receive the dividend in Canadian dollars in the amount of C$0.0893.
2.C$0.41100 per preferred share, Series A, payable on October 1, 2024 to preferred share, Series A holders of record on September 13, 2024, for the period from June 30, 2024 to, but excluding, September 30, 2024.
3.C$0.42831 per preferred share, Series D, payable on October 1, 2024 to preferred share, Series D holders of record on September 13, 2024, for the period from June 30, 2024 to, but excluding, September 30, 2024.
Each of the foregoing dividends will be paid in cash. Effective March 16, 2023, AQN suspended the dividend reinvestment plan (“DRIP”) for its common shares. If AQN elects to reinstate the DRIP in the future, shareholders who were enrolled in the DRIP at its suspension and remain enrolled at reinstatement will automatically resume participation in the DRIP.
The quarterly dividends payable on common shares are declared in U.S. dollars. Beneficial shareholders (those who hold common shares through a financial intermediary) who are resident in Canada or the United States may request to receive their dividends in either U.S. dollars or the Canadian dollar equivalent by contacting the financial intermediary with whom the common shares are held. Unless the Canadian dollar equivalent is requested, holders of common shares will receive dividends in U.S. dollars, which, as is often the case, the financial intermediary may convert to Canadian dollars. Registered holders of common shares receive dividend payments in the currency of residency. Registered holders of common shares may opt to change the payment currency by contacting TSX Trust Company at 1-800-387-0825 prior to the record date of the dividend.
The Canadian dollar equivalent of the quarterly common share dividend is based on the Bank of Canada daily average exchange rate on the day before the declaration date.
Pursuant to the Income Tax Act (Canada) and corresponding provincial legislation, AQN hereby notifies holders of common shares, preferred shares, Series A, and preferred shares, Series D that such dividends declared qualify as eligible dividends.
About Algonquin Power & Utilities Corp. and Liberty
Algonquin Power & Utilities Corp., parent company of Liberty, is a diversified international generation, transmission, and distribution utility with approximately $18 billion of total assets. AQN is committed to providing safe, secure, reliable, cost-effective, and sustainable energy and water solutions through its portfolio of electric generation, transmission, and distribution utility investments to over one million customer connections, largely in the United States and Canada. In addition, AQN owns, operates, and/or has net interests in over 4 GW of installed renewable energy capacity. AQN's common shares, preferred shares, Series A, and preferred shares, Series D are listed on the Toronto Stock Exchange under the symbols AQN, AQN.PR.A, and AQN.PR.D, respectively. AQN's common shares and Series 2019-A subordinated notes are listed on the New York Stock Exchange under the symbols AQN and AQNB, respectively.
Visit AQN at www.algonquinpower.com and follow us on X.com @AQN_Utilities.



Investor Inquiries:
Brian Chin
Vice President, Investor Relations
Algonquin Power & Utilities Corp.
354 Davis Road, Oakville, Ontario, L6J 2X1
E-mail: InvestorRelations@APUCorp.com
Telephone: (905) 465-4500
Media Inquiries:
Stephanie Bose
Director, Corporate Communications
Liberty
354 Davis Road, Oakville, Ontario, L6J 2X1
E-mail: Corprorate.Communications@libertyutilities.com
Telephone: (905) 465-4500