Algonquin Power & Utilities Corp. – Consolidated Financial Statements Telephone (416) 777-8500 Fax (416) 777-8818  Internet  www.kpmg.ca  Bay Adelaide Centre  333 Bay Street, Suite 4600  Toronto, Ontario M5H 2S5  Canada  Chartered Accountants KPMG LLP  REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  To the Board of Directors of Algonquin Power & Utilities Corp.  We have audited Algonquin Power & Utilities Corp.’s internal control over financial reporting as of  December 31, 2012, based on criteria established in  Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Algonquin  Power & Utilities Corp.’s management is responsible for maintaining effective internal control over  financial reporting and for its assessment of the effectiveness of internal control over financial  reporting, included under the heading Internal Controls over Financial Reporting in Management’s  Discussion and Analysis for the year ended December 31, 2012. Our responsibility is to express an  opinion on the Company’s internal control over financial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting  Oversight Board (United States). Those standards require that we plan and perform the audit to  obtain reasonable assurance about whether effective internal control over financial reporting was  maintained in all material respects. Our audit included obtaining an understanding of internal  control over financial reporting, assessing the risk that a material weakness exists, and testing and  evaluating the design and operating effectiveness of internal control based on the assessed risk. Our  audit also included performing such other procedures as we considered necessary in the  circumstances. We believe that our audit provides a reasonable basis for our opinion. A company’s internal control over financial reporting is a process designed to provide reasonable  assurance regarding the reliability of financial reporting and the preparation of financial statements  for external purposes in accordance with generally accepted accounting principles. A company’s  internal control over financial reporting includes those policies and procedures that (1) pertain to the  maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and  dispositions of the assets of the company; (2) provide reasonable assurance that transactions are  recorded as necessary to permit preparation of financial statements in accordance with generally  accepted accounting principles, and that receipts and expenditures of the company are being made  only in accordance with authorizations of management and directors of the company; and (3)  provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,  use, or disposition of the company’s assets that could have a material effect on the financial  statements. Because of its inherent limitations, internal control over financial reporting may not prevent or  detect misstatements. Also, projections of any evaluation of effectiveness to future periods are  subject to the risk that controls may become inadequate because of changes in conditions, or that the  degree of compliance with the policies or procedures may deteriorate.  70 2012 Annual Report KPMG LLP, is a Canadian limited liability partnership and a member firm of the KPMG  Network of independent member firms affiliated with KPMG International, a Swiss cooperative.  KPMG Canada provides services to KPMG LLP.