UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 6-K

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REPORT OF FOREIGN PRIVATE ISSUER

Pursuant to Rule 13a-16 or 15d-16 of the

Securities Exchange Act of 1934

Date: May 5, 2020

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Algonquin Power & Utilities Corp.

(Translation of registrant’s name into English)

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354 Davis Road

Oakville, Ontario, L6J 2X1, Canada

(Address of principal executive offices)

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Form 20-F ☐    Form 40-F ☒

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EXHIBIT INDEX

The following exhibits are filed as part of this Form 6-K:

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.AnnualReport2019III Corporate ProfileIV Letter to ShareholdersVI At a GlanceVIII Financial HighlightsXI Regulated Services GroupXI Renewable Energy GroupXII Marching to One MillionXIII A Leader in SustainabilityXIV How We Create Value1 Management Discussion & Analysis56 Management’s Report57 Independent Auditor’s Report62 Consolidated Financial Statements69 Notes to the Consolidated Financial Statements129 Corporate InformationForward-Looking InformationThis document may contain statements that constitute “forward-lookingstatements” or “forward-looking information” within the meaning ofapplicable securities legislation (collectively, “forward-looking information”).The words “anticipates”, “believes”, “budget”, “could”, “estimates”, “expects”,“forecasts”, “intends”, “may”, “might”, “plans”, “projects”, “schedule”, “should”,“will”, “would” and similar expressions are often intended to identifyforward-looking information, although not all forward-looking informationcontains these identifying words. Specific forward-looking information inthis document includes, but is not limited to: expected future growth andresults of operations; ongoing and planned acquisitions, projects andinitiatives; expectations regarding succession planning; our strategy andgoals, including relating to sustainability; and expectations and plans withrespect to current and planned capital projects. Readers are advised thatall forward-looking information in this document is provided subject tothe cautionary statement regarding forward-looking information, which isfound in Management’s Discussion & Analysis section of this Annual Reportbeginning at page 2.All monetary amounts are in U.S. dollars (US$), except where otherwise noted.

Management of Algonquin Power & Utilities Corp. (“APUC” or the “Company” or the “Corporation”) has prepared the following discussion and analysis to provide information to assist its shareholders’ understanding of the financial results for the three and twelve months ended December 31, 2019. This Management Discussion & Analysis (“MD&A”) should be read in conjunction with APUC’s annual audited consolidated financial statements for the years ended December 31, 2019 and 2018. This material is available on SEDAR at www.sedar.com, on EDGAR at www.sec.gov/edgar, and on the APUC website at www.AlgonquinPowerandUtilities.com. Additional information about APUC, including the most recent Annual Information Form (“AIF”), can be found on SEDAR at www.sedar.com and on EDGAR at www.sec.gov/edgar.

Unless otherwise indicated, financial information provided for the years ended December 31, 2019 and 2018 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 thousands of U.S. dollars, except where otherwise noted. We denote any amounts denominated in Canadian dollars with “C$” immediately prior to the stated amount.

This MD&A is based on information available to management as of February 27, 2020.

This document may contain statements that constitute “forward-looking information” within the meaning of applicable securities laws in each of the provinces 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 “anticipates”, “believes”, “budget”, “could”, “estimates”, “expects”, “forecasts”, “intends”, “may”, “might”, “plans”, “projects”, “schedule”, “should”, “will”, “would” 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 and results of operations; liquidity, capital resources and operational requirements; rate reviews, including resulting decisions and rates and expected impacts and timing; sources of funding, including adequacy and availability of credit facilities, debt maturation and future borrowings; expectations regarding the use of proceeds from equity financing, including the Offering and the ATM Program (each as defined herein); ongoing and planned acquisitions, projects and initiatives, including expectations regarding costs, financing, results and completion dates; expectations regarding the anticipated closing of APUC’s acquisitions of Ascendant and New York American Water (each as defined herein); expectations regarding the Company’s corporate development activities and the results thereof including the expected business mix between the Regulated Services Group and Renewable Energy Group; expectations regarding regulatory hearings, motions and approvals; expectations regarding the cost of operations, capital spending and maintenance, and the variability of those costs; expected future capital investments, including expected timing, investment plans, sources of funds and impacts; expectations regarding generation availability, capacity and production; expectations regarding the outcome of existing or potential legal and contractual claims and disputes; expectations regarding the ability to access the capital market on reasonable terms; strategy and goals; expectations regarding succession planning; contractual obligations and other commercial commitments; environmental liabilities; dividends to shareholders; expectations regarding the maturity and redemption of APUC’s outstanding subordinated notes; expectations regarding the impact of tax reforms; credit ratings; anticipated growth and emerging opportunities in APUC’s target markets; accounting estimates; interest rates; currency exchange rates; and commodity prices. All forward-looking information is given pursuant to the “safe harbor” 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 on commercially reasonable terms and 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 sustained interest rate increases or significant currency exchange rate fluctuations; the absence of significant operational or supply chain disruptions or liability due to natural disasters, diseases or catastrophic events; 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 and market conditions; the successful and timely development and construction of new projects; the absence of material capital project or financing cost overruns; sufficient liquidity and capital resources; the continuation of observed 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 material change in political conditions or public policies and directions by governments materially negatively affecting the Corporation; the ability to obtain and maintain licenses and permits; the absence of a material decrease 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 cyber security; favourable relations with external stakeholders; and favourable labour relations.

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 and market conditions; changes in customer energy usage patterns and energy demand; global climate change; the incurrence of environmental liabilities; natural disasters and other catastrophic events; the failure of information technology infrastructure and cybersecurity; 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, 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; critical equipment breakdown or failure; terrorist attacks; fluctuations in commodity 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; sustained increases in interest rates; currency exchange rate fluctuations; restricted financial flexibility due to covenants in existing credit agreements; an inability to refinance maturing debt on commercially reasonable 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 production tax credit qualified equipment; 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 to health and safety laws, regulations or permit requirements; failure to comply with and/or changes to environmental laws, regulations and other standards; compliance with new foreign laws or regulations; failure to identify attractive acquisition or development candidates necessary to pursue the Corporation’s growth strategy; delays and cost overruns in the design and construction of projects, including as a result of the 2019 novel coronavirus outbreak in China (the “2019 Novel Coronavirus”); loss of key customers; failure to realize the anticipated benefits of acquisitions or joint ventures; Atlantica (as defined herein) or the Corporation’s joint venture with Abengoa S.A (MC:ABG) (“Abengoa”), Abengoa-Algonquin Global Energy Solutions (“AAGES”), 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; and fluctuations in the price and liquidity of the Corporation’s common shares. 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” and in the Corporation’s most recent AIF.

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 law. All forward-looking information contained herein is qualified by these cautionary statements.

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” are used throughout this MD&A. The terms “Adjusted Net Earnings”, “Adjusted Funds from Operations”, “Adjusted EBITDA”, “Net Energy Sales”, “Net Utility Sales” and “Divisional Operating Profit” are not recognized measures under U.S. GAAP. There is no standardized measure of “Adjusted Net Earnings”, “Adjusted EBITDA”, “Adjusted Funds from Operations”, “Net Energy Sales”, “Net Utility Sales”, and “Divisional Operating Profit”; consequently, APUC’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. A calculation and analysis of “Adjusted Net Earnings”, “Adjusted EBITDA”, “Adjusted Funds from Operations”, “Net Energy Sales”, “Net Utility Sales”, and “Divisional Operating Profit” can be found throughout this MD&A.

Adjusted EBITDA is a non-GAAP measure used by many investors to compare companies on the basis of ability to generate cash from operations. APUC uses these calculations to monitor the amount of cash generated by APUC as compared to the amount of dividends paid by APUC. APUC uses Adjusted EBITDA to assess the operating performance of APUC without the effects of (as applicable): depreciation and amortization expense, income tax expense or recoveries, acquisition costs, 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, non-service pension and post-employment costs, cost related to tax equity financing, gain or loss on foreign exchange, earnings or loss from discontinued operations, changes in value of investments carried at fair value, and other typically non-recurring items. APUC 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. APUC believes that presentation of this measure will enhance an investor’s understanding of APUC’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.

Adjusted Net Earnings is a non-GAAP 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 litigation expenses that are viewed as not directly related to a company’s operating performance. APUC 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 costs, one-time costs of arranging tax equity financing, litigation expenses and write down of intangibles and property, plant and equipment, earnings or loss from discontinued operations, unrealized mark-to-market revaluation impacts (other than those realized in connection with the sales of development assets), changes in value of investments carried at fair value, and other typically non-recurring items as these are not reflective of the performance of the underlying business of APUC. The Non-cash accounting charge related to the revaluation of U.S. deferred income tax assets and liabilities as a result of implementation of the effects of the Tax Cuts and Jobs Act (“U.S. Tax Reform”) is adjusted as it is also considered a non-recurring item not reflective of the performance of the underlying business of APUC. APUC 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.

Adjusted Funds from Operations is a non-GAAP measure used by investors to compare cash flows from 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. APUC uses Adjusted Funds from Operations to assess its performance without the effects of (as applicable): changes in working capital balances, acquisition expenses, litigation expenses, cash provided by or used in discontinued operations 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 APUC. APUC 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 flows from operating activities as determined in accordance with U.S. GAAP, and can be impacted positively or negatively by these items.

Net Energy Sales is a non-GAAP 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. APUC 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. APUC believes that analysis and presentation of Net Energy Sales on this basis will enhance an investor’s understanding of the revenue generation of its businesses. It is not intended to be representative of revenue as determined in accordance with U.S. GAAP.

Net Utility Sales is a non-GAAP measure used by investors to identify utility revenue after commodity costs, either natural gas or electricity, where these commodity costs are generally included as a pass through in rates to its utility customers. APUC 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. APUC believes that analysis and presentation of Net Utility Sales on this basis will enhance an investor’s understanding of the revenue generation of its utility businesses. It is not intended to be representative of revenue as determined in accordance with U.S. GAAP.

Divisional Operating Profit is a non-GAAP measure. APUC uses Divisional Operating Profit to assess the operating performance of its business groups without the effects of (as applicable): depreciation and amortization expense, corporate administrative expenses, income tax expense or recoveries, acquisition costs, 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, non-service pension and post-employment costs, and other typically non-recurring items. APUC 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 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. APUC believes that presentation of this measure will enhance an investor’s understanding of APUC’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.

Capitalized terms used herein and not otherwise defined will have the meanings assigned to them in the Company’s most recent AIF.

Management Discussion & Analysis – APUC 2019 Annual Report

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APUC is incorporated under the Canada Business Corporations Act. APUC owns and operates a diversified portfolio of regulated and non-regulated generation, distribution, and transmission utility assets which are expected to deliver predictable earnings and cash flows. APUC seeks to maximize total shareholder value through real per share growth in earnings and cash flows to support a growing dividend and share price appreciation. APUC 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.

APUC’s current quarterly dividend to shareholders is $0.1410 per common share or $0.5640 per common share per annum. Based on exchange rates as at February 26, 2020, the quarterly dividend is equivalent to C$0.1876 per common share or C$0.7504 per common share per annum. APUC believes its annual dividend payout allows for both an immediate return on investment for shareholders and retention of sufficient cash within APUC to fund growth opportunities. Changes in the level of dividends paid by APUC are at the discretion of the APUC Board of Directors (the “Board”), with dividend levels being reviewed periodically by the Board in the context of APUC’s financial performance and growth prospects.

APUC’s operations are organized across two primary business units consisting of: the Regulated Services Group, which primarily owns and operates a portfolio of regulated assets in the United States and Canada, and the Renewable Energy Group, which primarily owns and operates a diversified portfolio of renewable generation assets.

APUC pursues investment opportunities with an objective of maintaining the current business mix between its Regulated Services Group and Renewable Energy Group and with leverage consistent with its current credit ratings¹. The business mix target may from time to time require APUC to grow its Regulated Services Group or implement other strategies in order to pursue investment opportunities within its Renewable Energy Group.

The Company also undertakes development activities for both business units, working with a global reach to identify, develop, acquire, or invest in renewable power generating facilities, regulated utilities and other complementary infrastructure projects. See additional discussion in Corporate Development Activities.

The following represents a summarized organizational chart for APUC. A more detailed description of APUC’s organizational structure can be found in the most recent AIF.

Management Discussion & Analysis – APUC 2019 Annual Report

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The Regulated Services Group operates a diversified portfolio of regulated utility systems throughout the United States and Canada serving approximately 804,000 connections. The Regulated Services Group seeks to provide safe, high quality, and reliable services to its customers and to deliver stable and predictable earnings to APUC. In addition to encouraging and supporting organic growth within its service territories, the Regulated Services Group seeks to deliver continued growth in earnings through accretive acquisitions of additional utility systems.

The Regulated Services Group’s regulated electrical distribution utility systems and related generation assets are located in the States of California, New Hampshire, Missouri, Kansas, Oklahoma, and Arkansas which together serve approximately 267,000 electric connections. The group also owns and manages generating assets with a gross capacity of approximately 1.7 GW and has investments in generating assets with approximately 0.3 GW of net generation capacity.

The Regulated Services Group’s regulated natural gas distribution utility systems are located in the States of Georgia, Illinois, Iowa, Massachusetts, New Hampshire, Missouri, New York, and the Province of New Brunswick which together serve approximately 369,000 natural gas connections.

The Regulated Services Group’s regulated water distribution and wastewater collection utility systems are located in the States of Arizona, Arkansas, California, Illinois, Missouri, and Texas which together serve approximately 168,000 connections.

The Renewable Energy Group generates and sells electrical energy produced by its diverse portfolio of renewable power generation and clean power generation facilities primarily located across the United States and Canada. The Renewable Energy Group seeks to deliver continuing growth through development of new greenfield power generation projects and accretive acquisitions of additional electrical energy generation facilities.

The Renewable Energy Group owns and operates hydroelectric, wind, solar, and thermal facilities with a combined gross generating capacity of approximately 1.5 GW. Approximately 84% of the electrical output is sold pursuant to long term contractual arrangements which as of December 31, 2019 had a production-weighted average remaining contract life of approximately 14 years.

In addition to directly owned and operated assets, APUC also holds a 44.2% interest in Atlantica Yield 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 (CAFD) weighted average remaining contract life of approximately 18 years as of December 31, 2019.

Management Discussion & Analysis – APUC 2019 Annual Report

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APUC operating results relative to the same period last year are as follows:

APUC currently targets annual growth in dividends payable to shareholders underpinned by increases in earnings and cash flow. In setting the appropriate dividend level, the Board of APUC considers the Company’s current and expected growth in earnings per share as well as a dividend payout ratio as a percentage of earnings per share and cash flow per share.

On February 27, 2020, APUC announced that the Board of APUC declared a first quarter 2020 dividend of $0.1410 per common share payable on April 15, 2020 to shareholders of record on March 31, 2020. Based on the prior day Bank of Canada exchange rate, the Canadian dollar equivalent for the first quarter 2020 dividend is set at C$0.1876 per common share.

The previous four quarter equivalent Canadian dollar dividends per common share have been as follows:

On May 23, 2019, APUC issued $350.0 million of 60 (non-call 5) year fixed-to-floating 6.20% subordinated notes (“Notes”). Concurrent with the offering, APUC entered into a cross currency swap to convert the U.S. dollar denominated coupon and principal payments from the offering into Canadian dollars, resulting in an effective interest rate to the Company throughout the fixed-rate period of the Notes of approximately 5.96%. This offering represents APUC’s second issuance into the U.S. public debt markets (see Long Term Debt).

In October 2019, APUC sold approximately 26.3 million of its common shares at a price of $13.50 by way of an underwritten marketed public offering (the “Offering”) for total gross proceeds of approximately $354.4 million. The Offering primarily targeted U.S. investors. The proceeds of the Offering were or will be used (as applicable) to partially finance certain of the Company’s previously announced acquisitions, to partially finance the Company’s renewable development growth projects, and for general corporate purposes.

On June 3, 2019, APUC announced it had agreed to acquire the Ascendant Group Limited (“Ascendant”) (BSX: AGL.BH) for a purchase price of $36.00 per common share, representing an aggregate share purchase price of approximately $365.0 million (the “Ascendant Transaction”). Ascendant, through its major subsidiary, Bermuda Electric Light Company (“BELCO”), is the sole electric utility providing safe and reliable regulated electrical generation, transmission and distribution services to approximately 63,000 residents and businesses in Bermuda. Approval of Ascendant’s common shareholders has been received

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and the closing of the Ascendant Transaction is expected to occur in 2020 subject to customary closing conditions, including the receipt of certain regulatory and government approvals in Bermuda.

On January 17, 2019, the Regulated Services Group acquired from Fortis Inc. a 9.8% ownership interest in an electricity transmission project located in Northwestern Ontario (the “Wataynikaneyap Power Transmission Project”) that is expected to connect 17 remote First Nation communities to the Ontario provincial electricity grid through the construction of approximately 1,800 km of transmission lines. In addition to providing participating First Nations communities ownership in the transmission line, the Wataynikaneyap Power Transmission Project is expected to result in socio-economic benefits for surrounding communities, reduce environmental risk, and lessen greenhouse gas emissions associated with diesel-fired generation currently used in that area.

In April 2019, the Ontario Energy Board approved the leave-to-construct application. Completion of construction financing and issuance of notice to proceed to the EPC contractor occurred in October 2019. The Wataynikaneyap Power Transmission Project is targeted to be complete by the end of 2023.

In June 2019, the Regulated Services Group received certificates of convenience and necessity (“CC&N”) to acquire, once completed, three wind farms generating up to 600 MW of wind energy located in Barton, Dade, Lawrence, and Jasper Counties in Missouri and in Neosho County, Kansas.

Receipt of the CC&N’s allows construction to commence on the three wind generation sites. Construction of two of the wind farms began in the fourth quarter of 2019 and construction on the third wind farm began in the first quarter of 2020 (see Corporate Development Activities).

On October 1, 2019, APUC completed the acquisition of the Enbridge Gas New Brunswick Limited Partnership (“New Brunswick Gas” or the “New Brunswick Gas System”) for approximately C$339.0 million. New Brunswick Gas is a regulated utility that provides natural gas to approximately 12,000 customers in 12 communities across New Brunswick, and operates approximately 1,200 km of natural gas distribution pipeline.

Subsequent to year-end on February 14, 2020, Liberty Utilities (Canada) LP, the holding company of New Brunswick Gas, issued C$200.0 million of senior unsecured debentures bearing interest at 3.315% and with a maturity date of February 14, 2050. The debentures received a rating of BBB from DBRS. The proceeds were used to repay corporate credit facilities drawn in connection with the closing of New Brunswick Gas (see Long Term Debt).

On November 1, 2019, the Regulated Services Group completed the acquisition of the St. Lawrence Gas Company Inc. (“St. Lawrence Gas” or the “St. Lawrence Gas System”) for approximately $61.8 million. St. Lawrence Gas is a regulated utility that provides natural gas to approximately 17,000 customers in the state of New York and operates approximately 1,100 km of natural gas distribution pipeline.

On November 20, 2019, APUC announced that it entered into a stock purchase agreement with American Water Works Company, Inc. (NYSE: AWK) (“American Water”), to purchase American Water’s regulated operations in the State of New York (“New York American Water”) for a purchase price of $608.0 million, subject to customary adjustments. New York American Water is a regulated water and wastewater utility serving over 125,000 customer connections across seven counties in southeastern New York. Operations include approximately 1,270 miles of water mains and distributions lines with 98% of customers located in Nassau County on Long Island. The transaction remains subject to regulatory approval and other typical closing conditions and is expected to close sometime in 2021.

A core strategy of the Regulated Services Group is to ensure an appropriate return is earned on the rate base at its various utility systems. During 2019, the Regulated Services Group successfully completed several rate reviews representing a cumulative annualized revenue increase of approximately $8.5 million. In addition progress was made in advancing several regulatory mechanisms.

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On January 29, 2019, the Renewable Energy Group issued C$300.0 million of senior unsecured debentures bearing interest at 4.60% and with a maturity date of January 29, 2029. The debentures represent the Renewable Energy Group’s inaugural “green bond” offering (see Long Term Debt).

On August 8, 2019, the Renewable Energy Group agreed to jointly develop the approximately 490 MW Maverick Creek Wind Project located in Concho County, Texas with Renewable Energy Systems Americas Inc.

For the three months ended December 31, 2019, APUC experienced an average exchange rate of Canadian to U.S. dollars of approximately 0.7576 as compared to 0.7568 in the same period in 2018. As such, any quarter over quarter variance in revenue or expenses, in local currency, at any of APUC’s Canadian entities is affected by a change in the average exchange rate upon conversion to APUC’s reporting currency.

For the three months ended December 31, 2019, APUC reported total revenue of $439.7 million as compared to $421.9 million during the same period in 2018, an increase of $17.8 million. The major factors resulting in the increase in APUC revenue in the three months ended December 31, 2019 as compared to the corresponding period in 2018 are set out as follows:

Management Discussion & Analysis – APUC 2019 Annual Report

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A more detailed discussion of these factors is presented within the business unit analysis.

For the three months ended December 31, 2019, net earnings attributable to shareholders totaled $172.1 million as compared to $44.0 million during the same period in 2018, an increase of $128.1 million or 291.1%. The increase was due to a $21.3 million increase in earnings from operating facilities, a $144.1 million change in fair value of investments carried at fair value, a $10.6 million increase in interest, dividend, equity and other income, a $9.4 million increase in net effect of non-controlling interests and a $0.2 million increase in gains from derivative instruments. These items were partially offset by a $7.1 million increase in interest expense, a $13.9 million increase in depreciation and amortization expenses, a $15.3 million increase in acquisition related costs, a $5.0 million increase in pension and post-employment non-service costs, a $0.2 million increase in administration charges, a $2.4 million increase in foreign exchange losses, and a $9.7 million increase in income tax expense (tax explanations are discussed in APUC: Corporate and Other Expenses) as compared to the same period in 2018.

Management Discussion & Analysis – APUC 2019 Annual Report

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During the three months ended December 31, 2019, cash provided by operating activities totaled $167.5 million as compared to $168.6 million during the same period in 2018. During the three months ended December 31, 2019, Adjusted Funds from Operations totaled $144.1 million as compared to Adjusted Funds from Operations of $132.5 million during the same period in 2018 (see Non-GAAP Financial Measures).

During the three months ended December 31, 2019, Adjusted EBITDA totaled $231.5 million as compared to $198.9 million during the same period in 2018, an increase of $32.6 million or 16.4%. A more detailed analysis of these factors is presented within the reconciliation of Adjusted EBITDA to net earnings set out below (see Non-GAAP Financial Measures).

For the twelve months ended December 31, 2019, APUC experienced an average exchange rate of Canadian to U.S. of approximately 0.7537 as compared to 0.7715 in the same period in 2018. As such, any year-over-year variance in revenue or expenses, in local currency, at any of APUC’s Canadian entities is affected by a change in the average exchange rate upon conversion to APUC’s reporting currency.

For the twelve months ended December 31, 2019, APUC reported total revenue of $1,624.9 million as compared to $1,648.5 million during the same period in 2018, a decrease of $23.6 million or 1.4%. The major factors resulting in the decrease in APUC revenue for the twelve months ended December 31, 2019 as compared to the corresponding period in 2018 are set out as follows:

Management Discussion & Analysis – APUC 2019 Annual Report

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A more detailed discussion of these factors is presented within the business unit analysis.

Management Discussion & Analysis – APUC 2019 Annual Report

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For the twelve months ended December 31, 2019, net earnings attributable to shareholders totaled $530.9 million as compared to $185.0 million during the same period in 2018, an increase of $345.9 million. The increase was due to a $17.7 million increase in earnings from operating facilities, a $67.9 million increase in interest, dividend, equity and other income, a $416.1 million change in fair value of investments carried at fair value, and a $16.7 million increase on gains from derivative instruments. These items were partially offset by a $29.4 million increase in interest expense, a $23.5 million increase in depreciation and amortization expenses, a $12.3 million increase in pension and post-employment non-service costs, a $10.9 million increase in acquisition costs, a $4.1 million increase in administration charges, a $12.4 million increase in other losses, a $3.2 million increase in foreign exchange losses, a $60.0 million decrease in net effect of non-controlling interests, and a $16.7 million increase in income tax expense (tax explanations are discussed in APUC: Corporate and Other Expenses).

During the twelve months ended December 31, 2019, cash provided by operating activities totaled $611.3 million as compared to $530.4 million during the same period in 2018. During the twelve months ended December 31, 2019, Adjusted Funds from Operations, totaled $566.2 million as compared to $554.1 million the same period in 2018, an increase of $12.1 million (see Non-GAAP Financial Measures).

Adjusted EBITDA in the twelve months ended December 31, 2019 totaled $838.6 million as compared to $804.4 million during the same period in 2018, an increase of $34.2 million or 4.3%. A detailed analysis of this variance is presented within the reconciliation of Adjusted EBITDA to net earnings set out below (see Non-GAAP Financial Measures).

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Adjusted EBITDA (see Non-GAAP Financial Measures) for the three months ended December 31, 2019 totaled $231.5 million as compared to $198.9 million during the same period in 2018, an increase of $32.6 million or 16.4%. Adjusted EBITDA for the twelve months ended December 31, 2019 totaled $838.6 million as compared to $804.4 million during the same period in 2018, an increase of $34.2 million or 4.3%. In the first quarter of 2018, APUC recorded a one-time acceleration of HLBV income of $55.9 million. Excluding this adjustment, Adjusted EBITDA increased by $90.1 million year over year. The breakdown of Adjusted EBITDA by the Company’s main operating segments and a summary of changes are shown below.

Management Discussion & Analysis – APUC 2019 Annual Report

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The Regulated Services Group operates rate-regulated utilities that provide distribution services to approximately 804,000 connections in the natural gas, electric, and water and wastewater sectors which is an increase of 36,000 connections as compared to the prior year. On October 1, 2019, with the acquisition of the New Brunswick Gas System, the Regulated Services Group expanded its footprint into Canada and added an additional 12,000 connections. On November 1, 2019, with the acquisition of the St. Lawrence Gas System, the Regulated Services Group added an additional 17,000 connections in New York State. The Regulated Services Group’s strategy is to grow its business organically and through business development activities while using prudent acquisition criteria. The Regulated Services Group believes that its business results are maximized by building constructive regulatory and customer relationships, and enhancing connections in the communities in which it operates.

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 serve approximately 267,000 connections in the States of California, New Hampshire, Missouri, Kansas, Oklahoma, and Arkansas.

The natural gas distribution systems are comprised of regulated natural gas distribution utility systems and serve approximately 369,000 connections located in the States of New Hampshire, Illinois, Iowa, Missouri, Georgia, Massachusetts, New York, and in the Province of New Brunswick.

The water and wastewater distribution systems are comprised of regulated water distribution and wastewater collection utility systems and serve approximately 168,000 connections located in the States of Arkansas, Arizona, California, Illinois, Missouri and Texas. Approximately 4,000 new customers were added through organic growth and from acquisitions of small water utilities compared to the previous year.

For the three months ended December 31, 2019, the electric distribution systems’ usage totaled 1,531.8 GW-hrs as compared to 1,582.4 GW-hrs for the same period in 2018, a decrease of 50.6 GW-hrs or 3.2%.

For the twelve months ended December 31, 2019, the electric distribution systems’ usage totaled 6,432.6 GW-hrs as compared to 6,524.0 GW-hrs for the same period in 2018, a decrease of 91.4 GW-hrs or 1.4%.

For the three months ended December 31, 2019, usage at the natural gas distribution systems totaled 12,310,000 MMBTU as compared to 10,719,000 MMBTU during the same period in 2018, an increase of 1,591,000 MMBTU, or 14.8%.

For the twelve months ended December 31, 2019, usage at the natural gas distribution systems totaled 35,889,000 MMBTU as compared to 34,594,000 MMBTU during the same period in 2018, an increase of 1,295,000 MMBTU or 3.7%.

During the three months ended December 31, 2019, the water and wastewater distribution systems provided approximately 3,868 million gallons of water to its customers and treated approximately 592 million gallons of wastewater as compared to 3,655 million gallons of water provided and 606 million gallons of wastewater treated during the same period in 2018.

During the twelve months ended December 31, 2019, the water and wastewater distribution systems provided approximately 15,204 million gallons of water to its customers and treated approximately 2,338 million gallons of wastewater as compared to 15,823 million gallons of water and 2,282 million gallons of wastewater during the same period in 2018.

Management Discussion & Analysis – APUC 2019 Annual Report

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For the three months ended December 31, 2019, the Regulated Services Group reported an operating profit (excluding corporate administration expenses) of $160.5 million as compared to $135.0 million for the comparable period in the prior year.

Highlights of the changes are summarized in the following table:

For the twelve months ended December 31, 2019, the Regulated Services Group reported an operating profit (excluding corporate administration expenses) of $565.4 million as compared to $551.6 million for the comparable period in the prior year.

Highlights of the changes are summarized in the following table:

Management Discussion & Analysis – APUC 2019 Annual Report

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The following table summarizes the major regulatory proceedings currently underway within the Regulated Services Group:

Management Discussion & Analysis – APUC 2019 Annual Report

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Management Discussion & Analysis – APUC 2019 Annual Report

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For the three months ended December 31, 2019, the Renewable Energy Group generated 1,320.4 GW-hrs of electricity as compared to 1,259.1 GW-hrs during the same period of 2018.

For the three months ended December 31, 2019, the hydro facilities generated 144.0 GW-hrs of electricity as compared to 147.5 GW-hrs produced in the same period in 2018, a decrease of 2.4%. Electricity generated represented 96.6% of long-term average resources (“LTAR”) as compared to 99.0% during the same period in 2018. During the quarter, all regions except the Maritime Region were above their respective LTAR.

For the three months ended December 31, 2019, the wind facilities produced 1,092.4 GW-hrs of electricity as compared to 1,016.5 GW-hrs produced in the same period in 2018, an increase of 7.5%. During the three months ended December 31, 2019, the wind facilities generated electricity equal to 95.3% of LTAR as compared to 88.7% during the same period in 2018.

For the three months ended December 31, 2019, the solar facilities generated 38.2 GW-hrs of electricity as compared to 37.7 GW-hrs of electricity in the same period in 2018, an increase of 1.3%. The solar facilities generated electricity equal to 93.4% of LTAR as compared to 92.2% in the same period in 2018.

For the three months ended December 31, 2019, the thermal facilities generated 45.8 GW-hrs of electricity as compared to 57.4 GW-hrs of electricity during the same period in 2018. During the same period, the Windsor Locks Thermal Facility generated 153.7 billion lbs of steam as compared to 145.7 billion lbs of steam during the same period in 2018.

For the twelve months ended December 31, 2019, the Renewable Energy Group generated 4,749.0 GW-hrs of electricity as compared to 4,656.7 GW-hrs during the same period of 2018.

For the twelve months ended December 31, 2019, the hydro facilities generated 572.4 GW-hrs of electricity as compared to 537.5 GW-hrs produced in the same period in 2018, an increase of 6.5%. Electricity generated represented 94.3% of LTAR as compared to 88.6% during the same period in 2018.

For the twelve months ended December 31, 2019, the wind facilities produced 3,785.9 GW-hrs of electricity as compared to 3,623.0 GW-hrs produced in the same period in 2018, an increase of 4.5%. The increase in production was primarily due to incremental electricity generated at the Amherst Wind Facility which achieved COD on June 15, 2018. During the twelve months ended December 31, 2019, the wind facilities generated electricity equal to 94.2% of LTAR as compared to 92.7% during the same period in 2018.

For the twelve months ended December 31, 2019, the solar facilities generated 217.8 GW-hrs of electricity as compared to 195.1 GW-hrs of electricity produced in the same period in 2018, an increase of 11.6%. The increase in production is primarily due to the addition of the Great Bay Solar Facility which achieved full COD on March 29, 2018. The solar facilities generated electricity equal to 94.5% of LTAR as compared to 94.0% in the same period in 2018.

For the twelve months ended December 31, 2019, the thermal facilities generated 172.9 GW-hrs of electricity as compared to 301.1 GW-hrs of electricity during the same period in 2018. During the same period, the Windsor Locks Thermal Facility generated 555.4 billion lbs of steam as compared to 566.9 billion lbs of steam during the same period in 2018.