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Marketwired
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EPCOR Announces Quarterly Results

EDMONTON, ALBERTA -- (Marketwired) -- 11/07/14 -- EPCOR Utilities Inc. (EPCOR) today filed its quarterly results for the three months and year-to-date periods ended September 30, 2014.

"EPCOR's core operations continued to perform well in the third quarter of 2014 due to the diligence of our employees." said David Stevens, EPCOR President & CEO.

During the quarter Standard and Poor's upgraded EPCOR's corporate credit and senior unsecured debt ratings from 'BBB+' to 'A-'. "The upgrade is recognition of EPCOR's progress in executing our long-term plan that is focused on making sound investments in low risk electricity distribution and transmission, and water and wastewater utility infrastructure."

Highlights of EPCOR's financial performance are as follows:

--  Net income was $23 million on revenues of $506 million for the three
    months ended September 30, 2014 compared with $50 million on revenues of
    $515 million for the corresponding period in the previous year. The
    difference is due to lower Capital Power net income and EPCOR's reduced
    economic interest in Capital Power.
--  Net income was $116 million on revenues of $1,405 million for the nine
    months ended September 30, 2014 compared with $152 million on revenues
    of $1,437 million for the corresponding period in the previous year. The
    difference is due to lower Capital Power net income and EPCOR's reduced
    economic interest in Capital Power.
--  Net cash flows from operating activities were $237 million for the nine
    months ended September 30, 2014 compared with $150 million for the
    corresponding period in the previous year.
--  Investment in capital projects was $111 million for the three months
    ended September 30, 2014 compared with $130 million for the
    corresponding period in the previous year.
--  Investment in capital projects was $265 million for the nine months
    ended September 30, 2014 compared with $309 million for the
    corresponding period in the previous year. The decrease of $44 million
    was primarily due to lower expenditure on the Heartland Transmission
    Project which was substantially completed in December 2013.

Management's discussion and analysis (MD&A) of the quarterly results are shown below. The MD&A and the unaudited condensed consolidated interim financial statements are available on EPCOR's website (www.epcor.com), and SEDAR (www.sedar.com).

EPCOR's wholly owned subsidiaries build, own and operate electrical transmission and distribution networks, water and wastewater treatment facilities and infrastructure in Canada and the United States. The Company's subsidiaries also provide electricity and water services and products to residential and commercial customers. EPCOR, headquartered in Edmonton, is an Alberta top 65 employer. EPCOR's website address is www.epcor.com.

EPCOR Utilities Inc.
Interim Management's Discussion and Analysis
September 30, 2014

This management's discussion and analysis (MD&A) dated November 7, 2014, should be read in conjunction with the condensed consolidated interim financial statements of EPCOR Utilities Inc. and its subsidiaries for the three and nine months ended September 30, 2014 and 2013, the consolidated financial statements and MD&A for the year ended December 31, 2013 and the cautionary statement regarding forward-looking information on page 12 and 13 of this MD&A. In this MD&A, any reference to "the Company", "EPCOR", "it", "its", "we", "our" or "us", except where otherwise noted or the context otherwise indicates, means EPCOR Utilities Inc., together with its subsidiaries and joint arrangements. In this MD&A, Capital Power refers to Capital Power Corporation and its directly and indirectly owned subsidiaries including Capital Power L.P., except where otherwise noted or the context otherwise indicates. Financial information in this MD&A is based on the condensed consolidated interim financial statements, which were prepared in accordance with International Financial Reporting Standards (IFRS), and is presented in Canadian dollars unless otherwise specified. In accordance with its terms of reference, the Audit Committee of the Company's Board of Directors reviews the contents of the MD&A and recommends its approval by the Board of Directors. This MD&A was approved and authorized for issue by the Board of Directors on November 7, 2014.

OVERVIEW

EPCOR is wholly-owned by The City of Edmonton (the City). EPCOR builds, owns and operates electrical transmission and distribution networks in Canada as well as water and wastewater treatment facilities and infrastructure in Canada and the United States (U.S.). EPCOR also provides electricity and water services and products to residential and commercial customers. EPCOR's electricity (collectively the Distribution and Transmission and Energy Services segments) and water (including wastewater treatment) businesses consist primarily of rate-regulated and long-term commercial contracted operations. EPCOR's continuous improvement objective is to maximize the efficiency of its electricity and water operations.

EPCOR's net income was $23 million and $116 million, respectively, for the three and nine months ended September 30, 2014 compared with net income of $50 million and $152 million, respectively, for the comparative periods in 2013. The difference is due to lower Capital Power net income and EPCOR's reduced economic interest in Capital Power.

EPCOR's core operations performed well in the third quarter without any significant issues or disruptions to customers. Net income from core operations was $33 million and $115 million, respectively, for the three and nine months ended September 30, 2014, compared with $33 million and $112 million for the comparative periods in 2013. Income from core operations is a non-IFRS financial measure; see Non-IFRS Financial Measure on page 10 of this MD&A.

Our 2014 capital expenditure plan includes several significant upgrade projects such as the annual water main renewal program to improve Edmonton's water distribution system, a new water laboratory and related office building, upgrades to a digester and pre-treatment tanks and solids handling infrastructure at the Gold Bar wastewater treatment facility (Gold Bar), distribution system relocation work as a result of the City's Light Rail Transit expansion, an underground electricity distribution cable replacement and extension program, the Genesee Interface to High Voltage Direct Current Converter Station project which is part of Altalink's West Alberta Transmission Line project, and the completion of work associated with the Heartland Transmission Project. The Heartland Transmission Project has been partitioned between Altalink L.P. and EPCOR effective October 1, 2014. Our capital expenditure plan also includes new capital placement such as a lagoon treatment project at Gold Bar, construction of new reservoirs and water system upgrades at the White Rock water treatment facility and various annual recurring projects, such as the underground residential distribution servicing project to meet continuing customer growth in the city of Edmonton. This plan is aimed towards better water management practices and improvement of electricity distribution and transmission infrastructure by replacing aging assets and meeting growing demand for electricity.

In May 2014, an EPCOR led consortium won a bid to design, build, finance, operate and maintain a new wastewater treatment facility for the City of Regina under a public-private partnership. The contract was signed July 3, 2014. In August 2014, EPCOR took over operations of the existing wastewater treatment plant in Regina. Construction on the new plant has commenced and is expected to be substantially completed by December 2016. The agreement includes operation of the new and existing facilities for a term of 30 years. Undiscounted cash flows from this project are estimated to be $444 million.

CONSOLIDATED RESULTS OF OPERATIONS

Revenues

----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                         Three         Nine
(Unaudited, $ millions)                                 months       months
----------------------------------------------------------------------------
Revenues for the periods ended September 30, 2013  $       515  $     1,437
Higher Water Services segment revenues                      28           38
Higher electricity Distribution and Transmission
 segment revenues                                            6            1
Lower Energy Services segment revenues                     (44)         (78)
Other                                                        1            7
----------------------------------------------------------------------------
Decrease in revenues from core operations                   (9)         (32)
----------------------------------------------------------------------------
Revenues for the periods ended September 30, 2014  $       506  $     1,405
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Consolidated revenues were lower by $9 million and $32 million for the three and nine months ended September 30, 2014, respectively, compared with the corresponding periods in 2013 primarily due to the net impact of the following:

--  Water Services segment revenues were higher for the three and nine
    months ended September 30, 2014, compared with the corresponding periods
    in 2013 primarily due to higher approved customer rates and increased
    volumes, and higher construction revenue, partially offset by lower
    commercial services activity.

--  Electricity Distribution and Transmission revenues were higher for the
    three and nine months ended September 30, 2014, compared with the
    corresponding periods in 2013 primarily due to higher approved
    distribution and transmission customer rates, partially offset by
    refunds to customers. The refunds in 2014 relate to the 2012 and first
    quarter of 2013 interim-to-final true-ups of system access rates.

--  Energy Services segment revenues were lower for the three and nine
    months ended September 30, 2014, compared with the corresponding periods
    in 2013 primarily due to lower electricity prices and volumes.

Net Income

----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                        Three          Nine
(Unaudited, $ millions)                                months        months
----------------------------------------------------------------------------
Net income for the periods ended September 30,
 2013                                            $         50  $        152
2013 equity share of income from Capital Power
 (net of income tax)                                      (17)          (40)
----------------------------------------------------------------------------
2013 income from core operations                           33           112
Higher Water Services segment operating income              4            14
Higher (lower) Distribution and Transmission
 segment operating income                                   2            (5)
Higher (lower) Energy Services segment operating
 income                                                    (1)            5
Other                                                      (5)          (11)
----------------------------------------------------------------------------
Increase in income from core operations                     -             3
----------------------------------------------------------------------------
2014 income from core operations                           33           115
2014 equity share of income (loss) from Capital
 Power (net of income tax)                                (10)            1
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Net income for the periods ended September 30,
 2014                                            $         23  $        116
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Net income was lower for the three and nine months ended September 30, 2014 compared with the corresponding periods in 2013 primarily due to the net impact of the following:

--  EPCOR's equity share of income of Capital Power was lower for the three
    and nine months ended September 30, 2014, compared with the
    corresponding periods in 2013 reflective of the Company's equity share
    of lower Capital Power net income and the impact of EPCOR's reduced
    economic interest in Capital Power.

--  Changes in each business segment's operating results for the three and
    nine months ended September 30, 2014, compared with the corresponding
    periods in 2013 as described under Segment Results below.

--  Net financing expense, included in Other, was higher for the three and
    nine months ended September 30, 2014, compared with corresponding
    periods in 2013 primarily due to lower capitalized interest resulting
    from less capital project work and a loss due to the fair value
    adjustment on the interest rate swap.

SEGMENT RESULTS

Water Services

----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                Three months ended      Nine months ended
                                  September 30,           September 30,
                              ----------------------  ----------------------
(Unaudited, $ millions,
 including intersegment
 transactions)                      2014       2013         2014       2013
----------------------------------------------------------------------------
Revenues                       $     171  $     143    $     430  $     392
Expenses                            (120)       (96)        (309)      (285)
----------------------------------------------------------------------------
Operating income               $      51  $      47    $     121  $     107
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Water Services' operating income increased by $4 million and $14 million for the three and nine months ended September 30, 2014, respectively, compared with the corresponding periods in 2013 primarily due to higher approved customer rates and increased volumes.

Distribution and Transmission

----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                Three months ended      Nine months ended
                                  September 30,           September 30,
                              ----------------------  ----------------------
(Unaudited, $ millions,
 including intersegment
 transactions)                      2014       2013         2014       2013
----------------------------------------------------------------------------
Revenues                       $     141  $     135    $     395  $     394
Expenses                            (127)      (123)        (348)      (342)
----------------------------------------------------------------------------
Operating income               $      14  $      12    $      47  $      52
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Distribution and Transmission's operating income increased by $2 million for the three months ended September 30, 2014, compared with the corresponding period in 2013 primarily due to higher approved customer rates. This was partially offset by refunds to customers in 2014 which relate to the 2012 and first quarter of 2013 interim-to-final true-ups of system access rates.

Operating income decreased by $5 million for the nine months ended September 30, 2014, compared with the corresponding period in 2013 primarily due to refunds to customers in 2014 which relate to the 2012 and first quarter of 2013 interim-to-final true-ups of system access rates. Also, there was a refund from the Alberta Electric System Operator in 2013 with no comparable refund in 2014. This was partially offset by higher approved customer rates.

Energy Services

----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                Three months ended      Nine months ended
                                  September 30,           September 30,
                              ----------------------  ----------------------
(Unaudited, $ millions,
 including intersegment
 transactions)                      2014       2013         2014       2013
----------------------------------------------------------------------------
Revenues                       $     233  $     277    $     696  $     774
Expenses                            (240)      (283)        (673)      (756)
----------------------------------------------------------------------------
Operating income               $      (7) $      (6)   $      23  $      18
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Energy Services' operating income decreased by $1 million for the three months ended September 30, 2014, compared with the corresponding period in 2013 primarily due to higher administrative and staff costs.

Energy Services' operating income increased by $5 million for the nine months ended September 30, 2014, compared with the corresponding period in 2013 primarily due to higher favorable fair value adjustments related to financial electricity purchase contracts, partially offset by lower billing charge revenues.

In March 2014, EPCOR completed its restructuring of Energy Services. The services formerly offered directly by EPCOR Energy Alberta Inc. are now provided by EPCOR Energy Alberta Limited Partnership, through its general partner EPCOR Energy Alberta GP Inc.

In May 2014, the Company launched Encor to provide competitive electricity and natural gas products.

Capital Spending and Investment

----------------------------------------------------------------------------
----------------------------------------------------------------------------
(Unaudited, $ millions)
Nine months ended September 30,                           2014          2013
----------------------------------------------------------------------------
Water Services                                   $         121 $          96
Distribution and Transmission                              138           205
Energy Services                                              2             4
Corporate                                                    4             4
----------------------------------------------------------------------------
Total capital spending and investment            $         265 $         309
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Total capital spending and investment was lower for the nine months ended September 30, 2014, compared with the corresponding period in 2013 primarily due to the decreased construction activity in the Distribution and Transmission segment on the Heartland Transmission Project, reflecting EPCOR's 50% share of the project. This was partially offset by increased construction activity in the Water Services segment at the Rossdale water treatment and Gold Bar wastewater treatment plants, and increased water main realignments.

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

----------------------------------------------------------------------------
----------------------------------------------------------------------------

(Unaudited, $    September  December   Increase  Explanation of material
 millions)        30, 2014  31, 2013 (decrease)  changes
----------------------------------------------------------------------------
Cash and cash    $      41 $     130 $      (89) Refer to liquidity and
 equivalents                                     capital resources section.
----------------------------------------------------------------------------
Trade and other        305       360        (55) Decrease primarily due to
 receivables                                     higher collections from
                                                 customers and lower
                                                 electricity accruals and
                                                 billings resulting from
                                                 lower customer electricity
                                                 volumes and rates.
----------------------------------------------------------------------------
Derivative               4         -          4  Increase due to spread
 assets                                          between market electricity
                                                 price and contract value,
                                                 partially offset by cash
                                                 settlements.
----------------------------------------------------------------------------
Inventories             15        14          1
----------------------------------------------------------------------------
Finance lease          119       122         (3) Decrease due to scheduled
 receivables                                     collection of finance
                                                 leases.
----------------------------------------------------------------------------
Other financial        388       367         21  Increase due to higher
 assets                                          unbilled construction
                                                 receivables, partially
                                                 offset by collection of
                                                 long-term receivables.
----------------------------------------------------------------------------
Deferred tax            53        53          -
 assets
----------------------------------------------------------------------------
Investment in          368       385        (17) Decrease primarily due to
 Capital Power                                   limited partnership
                                                 distributions and equity
                                                 share of other
                                                 comprehensive loss,
                                                 partially offset by equity
                                                 share of Capital Power
                                                 income.
----------------------------------------------------------------------------
Property, plant      3,978     3,776        202  Increase primarily due to
 and equipment                                   capital expenditures,
                                                 partially offset by
                                                 depreciation expense.
----------------------------------------------------------------------------
Intangible             242       240          2  Increase primarily due to
 assets                                          capital expenditures
                                                 partially offset by
                                                 amortization expense on
                                                 assets with finite lives.
----------------------------------------------------------------------------
Trade and other        233       245        (12) Decrease primarily due to
 payables                                        lower electricity purchase
                                                 accruals resulting from
                                                 lower volumes and prices,
                                                 partially offset by higher
                                                 contractor costs on
                                                 construction projects and
                                                 accruals on capital
                                                 projects.
----------------------------------------------------------------------------
Loans and            2,001     1,972         29  Increase primarily due to
 borrowings                                      higher short-term debt,
 (including                                      partially offset by payment
 current                                         of Chaparral loan and City
 portion)                                        of Edmonton debentures.
----------------------------------------------------------------------------
Deferred revenue       827       806         21  Increase primarily due to
 (including                                      contributed assets
 current                                         received, partially offset
 portion)                                        by revenue recognized.
----------------------------------------------------------------------------
Provisions             105       109         (4) Decrease primarily due to
 (including                                      lower employee benefit
 current                                         obligations, partially
 portion)                                        offset by contributions
                                                 from developers.
----------------------------------------------------------------------------
Derivative               2         1          1  Increase primarily due to
 liabilities                                     interest rate swap.
 (including
 current
 portion)
----------------------------------------------------------------------------
Other                   37        40         (3) Decrease primarily due to
 liabilities                                     the scheduled Gold Bar
 (including                                      asset transfer fee payment
 current                                         to the City, partially
 portion)                                        offset by increase in water
                                                 deposits.
----------------------------------------------------------------------------
Deferred tax            21        12          9  Increase due to reduction
 liabilities                                     in tax losses carried
                                                 forward and increases in
                                                 other taxable temporary
                                                 differences.
----------------------------------------------------------------------------
Equity               2,287     2,262         25  Increase due to
 attributable to                                 comprehensive income,
 the Owner of                                    partially offset by
 the Company                                     dividends paid.
----------------------------------------------------------------------------
----------------------------------------------------------------------------

CONSOLIDATED STATEMENTS OF CASH FLOWS
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(Unaudited, $ millions)
Cash inflows (outflows)
----------------------------------------------------------------------------

Three months
 ended September                          Increase
 30,                  2014       2013    (decrease) Explanation
----------------------------------------------------------------------------
Operating        $      49  $      45  $         4  Increase primarily
                                                    reflects changes in non-
                                                    cash operating working
                                                    capital resulting from a
                                                    decrease in accounts
                                                    receivable and higher
                                                    funds from operations.
Investing              (98)       (81)         (17) Decrease primarily due
                                                    to changes in non-cash
                                                    investing working
                                                    capital and lower
                                                    scheduled collections on
                                                    long-term receivables,
                                                    partially offset by
                                                    lower capital
                                                    expenditures primarily
                                                    on the Heartland
                                                    Transmission Project.
Financing              (11)        30          (41) Decrease primarily due
                                                    to lower debt issuance.
Opening cash and       101         80           21
 cash
 equivalents
----------------------------------------------------------------------------
Closing cash and $      41  $      74  $       (33)
 cash
 equivalents
----------------------------------------------------------------------------
----------------------------------------------------------------------------

----------------------------------------------------------------------------
----------------------------------------------------------------------------
(Unaudited, $ millions)
Cash inflows (outflows)
----------------------------------------------------------------------------

Nine months
 ended September                          Increase
 30,                  2014       2013    (decrease) Explanation
----------------------------------------------------------------------------
Operating        $     237  $     150  $        87  Increase primarily
                                                    reflects changes in non-
                                                    cash operating working
                                                    capital resulting from a
                                                    decrease in accounts
                                                    receivable and higher
                                                    funds from operations.
Investing             (235)      (263)          28  Increase primarily due
                                                    to lower capital
                                                    expenditures on the
                                                    Heartland Transmission
                                                    Project partially offset
                                                    by higher capital
                                                    expenditures in Water
                                                    Services, lower
                                                    distributions received,
                                                    changes in non-cash
                                                    investing working
                                                    capital and lower
                                                    scheduled collections on
                                                    long-term receivables.
Financing              (91)       (45)         (46) Decrease primarily due
                                                    to lower debt issuance.
Opening cash and       130        232         (102)
 cash
 equivalents
----------------------------------------------------------------------------
Closing cash and $      41  $      74  $       (33)
 cash
 equivalents
----------------------------------------------------------------------------
----------------------------------------------------------------------------

LIQUIDITY AND CAPITAL RESOURCES

The Company has bank credit facilities which are used principally for the purpose of backing the Company's commercial paper program and providing letters of credit, as outlined below:

----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                      Letters of
(Unaudited, $                                         credit and
 millions)                                   Banking       other
September 30,                     Total   commercial    facility Net amounts
 2014                Expiry  facilities paper issued       draws   available
----------------------------------------------------------------------------
Committed
Syndicated bank
 credit            November
 facility(1)           2016 $       400 $          - $        95 $       305
Syndicated bank
 credit facility   November
 Tranche A             2016         250           30           -         220
Syndicated bank
 credit facility   November
 Tranche B             2018         250            -           -         250
----------------------------------------------------------------------------
Total committed                     900           30          95         775
----------------------------------------------------------------------------
Uncommitted
Bank line of
 credit           No expiry          25            -           -          25
Bank line of       November
 credit                2014          22            -           -          22
----------------------------------------------------------------------------
Total uncommitted                    47            -           -          47
----------------------------------------------------------------------------
Total credit
 facilities                 $       947 $         30 $        95 $       822
----------------------------------------------------------------------------
----------------------------------------------------------------------------

(1) Restricted to letters of credit.

----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                      Letters of
                                                      credit and
(Unaudited, $                                Banking       other
 millions)                        Total   commercial    facility Net amounts
December 31, 2013     Expiry facilities paper issued       draws   available
----------------------------------------------------------------------------
Committed
Syndicated bank
 credit             November
 facility(1)            2016 $      400  $         - $       100 $       300
Syndicated bank
 credit facility    November
 Tranche A              2016        250            -           -         250
Syndicated bank
 credit facility    November
 Tranche B              2018        250            -           -         250
----------------------------------------------------------------------------
Total committed                     900            -         100         800
----------------------------------------------------------------------------
Uncommitted
Bank line of
 credit            No expiry         25            -           -          25
Bank line of        November
 credit                 2014         21            -           -          21
----------------------------------------------------------------------------
Total uncommitted                    46            -           -          46
----------------------------------------------------------------------------
Total credit
 facilities                  $      946  $         - $       100 $       846
----------------------------------------------------------------------------
----------------------------------------------------------------------------

(1) Restricted to letters of credit.

Letters of credit are issued to meet the credit requirements of energy market participants and conditions of certain service agreements.

The Company has a Canadian base shelf prospectus under which it may raise up to $1 billion of debt with maturities of not less than one year. At September 30, 2014, the available amount remaining under this shelf prospectus was $1 billion (December 31, 2013 - $1 billion). The shelf prospectus expires in December 2015.

The Company's working capital and contractual obligations for the remainder of 2014 will be funded from cash on hand, operating cash flows, limited partnership distributions from Capital Power, interest and principal payments related to the long-term receivable from Capital Power, and if necessary, commercial paper issuance, drawing upon existing credit facilities, public and private debt offerings or the sale of a portion of our interest in Capital Power. Cash flows from operating activities could be impaired by storm events that cause severe damage to our facilities and would require unplanned cash outlays for repairs for system restoration. Under those circumstances, more reliance would be placed on our credit facilities for working capital requirements until a regulatory approved recovery mechanism or insurance proceeds were in place.

$30 million of commercial paper was issued and outstanding at September 30, 2014 (December 31, 2013 - nil).

In September 2014, Standard & Poor's Rating Services raised its long-term corporate credit and senior unsecured debt ratings on EPCOR from 'BBB+' to 'A-'.

EPCOR is currently in compliance with all of its financial covenants as set out in its bank credit agreements and the financial covenants of its Canadian public medium-term notes and U.S. private-debt notes. Based on current financial covenant calculations, the Company has sufficient capacity to borrow to fund current and long-term requirements. Although the risk is low, breaching these covenants could potentially result in a revocation of EPCOR's credit facility causing a significant loss of access to liquidity.

If the economy were to deteriorate, particularly in Canada and the U.S., the Company's ability to extend the maturity or revise the terms of the bank credit facilities, arrange long-term financing for its capital expenditure programs and acquisitions, or refinance outstanding indebtedness when it matures could be adversely impacted. If market conditions worsen, the Company may suffer a credit rating downgrade and be unable to extend the maturity or revise the terms of its bank credit facilities or access the public or private debt markets. We believe that these circumstances have a low probability of occurring. However, we continue to monitor our capital programs and operating costs to minimize the risk that the Company becomes short of cash or unable to honor its obligations. If required, the Company would look to reduce capital expenditures and operating costs and / or sell a portion of its investment in Capital Power pursuant to applicable agreements with Capital Power and as market conditions permit.

CONTRACTUAL OBLIGATIONS

During the third quarter of 2014, there were no material changes to the Company's purchase obligations, including payments for the next five years and thereafter except as noted below.

----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                       Total
(Unaudited, $                                         2019 and   contractual
 millions)        2014   2015   2016   2017   2018  thereafter cash outflows
----------------------------------------------------------------------------

Interest rate
 swaps - net    $    - $    - $    - $    1 $    1 $         -  $          2
----------------------------------------------------------------------------
----------------------------------------------------------------------------

For further information on the Company's contractual obligations, refer to the 2013 annual MD&A.

CHANGES IN ACCOUNTING POLICIES

Effective January 1, 2014, the Company adopted accounting policies in accordance with the following new and amended accounting standards relevant to EPCOR:

IFRS 10 - Consolidated Financial Statements (Amendment)
IFRS 12 - Disclosure of Interests in Other Entities (Amendment)
IAS 32 - Financial Instruments: Presentation (Amendment)
IAS 36 - Impairment of Assets (Amendment)
IAS 39 - Financial Instruments: Recognition and Measurement (Amendment)
IFRIC 21 - Levies

There was no significant impact on the Company as a result of accounting policies adopted.

CRITICAL ACCOUNTING ESTIMATES

In preparing the condensed consolidated interim financial statements, management necessarily made estimates in determining transaction amounts and financial statement balances. The following are the items for which significant estimates were made in the condensed consolidated interim financial statements: electricity revenues and costs, unbilled consumption of electricity and water, fair values, allowance for doubtful accounts, useful lives of assets and income taxes. Although the current condition of the economy has not impacted our methods of estimating accounting values, it has impacted the inputs in those determinations and the resulting values. Interim results will fluctuate due to the seasonal demands for electricity and water, changes in electricity prices, and the timing and recognition of regulatory decisions. Consequently, interim results are not necessarily indicative of annual results.

For further information on the Company's other critical accounting estimates, refer to the 2013 annual consolidated financial statements and 2013 annual MD&A.

NON-IFRS FINANCIAL MEASURE

We use income from core operations to distinguish operating results from the Company's core water and electricity businesses from results with respect to its investment in Capital Power. It is a non-IFRS financial measure, which does not have any standardized meaning prescribed by IFRS and is unlikely to be comparable to similar measures published by other entities. However, it is presented since it provides a useful measure of the Company's primary operations and it is referred to by debt holders and other interested parties in evaluating the Company's financial position and in assessing its creditworthiness.

RISK MANAGEMENT

This section should be read in conjunction with the Risk Management section of the 2013 annual MD&A. EPCOR faces a number of risks including risk related to its investment in Capital Power, operational risks, political and legislative risk, regulatory risk, strategy execution risk, weather risk, financial liquidity risk, environment risk, electricity price and volume risk, project risk, availability of people, credit risk, health and safety risk, information technology related security risks, conflicts of interest, foreign exchange risk, and general economic conditions, business environment and other risks. The Company employs active programs to manage these risks.

As part of ongoing risk management practices, the Company reviews current and proposed transactions to consider their impact on the risk profile of the Company. There have been no material changes to the risk profile or risk management strategies of EPCOR as described in the 2013 annual MD&A that have affected the condensed consolidated interim financial statements for the three and nine months ended September 30, 2014.

In May 2014, the Company entered into interest rate swaps to manage its interest rate risk related to the Regina Wastewater project. The counterparty to the swap arrangements is a major Canadian financial institution. The swaps will be net cash settled on a monthly basis. The Company does not anticipate any material adverse effect on its financial covenants resulting from its involvement in this swap arrangement, nor does it anticipate non-performance by the counterparty. Detailed information regarding the interest rate swaps can be found in note 4 of the Company's 2014 third quarter condensed consolidated interim financial statements.

OUTLOOK

In 2014, we intend to continue to focus on growth in rate-regulated water and electricity infrastructure. We expect this growth to come from new infrastructure and operational improvements in both rate-regulated water and electricity businesses. We also intend to expand our water and electricity commercial services offerings.

Demand for water is expected to continue to increase and we anticipate increased requirements for better water management practices including watershed management and conservation. With municipal budgets under pressure, municipal governments are considering the opportunities presented by public-private partnerships. We will pursue expansion of our portfolio of commercial water contracts.

QUARTERLY RESULTS

----------------------------------------------------------------------------
----------------------------------------------------------------------------
(Unaudited, $ millions)                                          Net income
Quarters ended                                      Revenues         (loss)
----------------------------------------------------------------------------
September 30, 2014                             $         506 $           23
June 30, 2014                                            435             55
March 31, 2014                                           464             38
December 31, 2013                                        492             23
September 30, 2013                                       515             50
June 30, 2013                                            469             45
March 31, 2013                                           453             57
December 31, 2012                                        495            (68)
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Events for the past eight quarters compared to the same quarter of the prior year that have significantly impacted net income include:

--  September 30, 2014 third quarter results included higher favorable fair
    value adjustments on financial electricity purchase contracts and higher
    approved water and electricity customer rates, partially offset by lower
    income from our equity share of Capital Power.

--  June 30, 2014 second quarter results included higher favorable fair
    value adjustments on financial electricity purchase contracts and higher
    approved water and electricity customer rates, partially offset by lower
    income from our equity share of Capital Power.

--  March 31, 2014 first quarter results included lower income from our
    equity share of Capital Power and lower fair value adjustments on
    financial electricity purchase contracts, partially offset by higher
    approved water and electricity rates.

--  December 31, 2013 fourth quarter results included increased income
    primarily due to a lower impairment charge related to the investment in
    Capital Power, higher income from our equity share of Capital Power and
    increased income from higher approved water and electricity customer
    rates, partially offset by a loss on sale of the partial investment in
    Capital Power.

--  September 30, 2013 third quarter results included lower income primarily
    due to higher transmission flow-through charges not yet approved to be
    billed to customers and lower income from our equity share of Capital
    Power, partially offset by increased income from higher approved water
    customer rates.

--  June 30, 2013 second quarter results included increased income primarily
    due to higher approved customer water rates, higher electricity system
    access service revenues, higher transmission tariff revenues and higher
    income from our equity share of Capital Power, partially offset by
    higher transmission flow-through charges not yet approved to be billed
    to customers.

--  March 31, 2013 first quarter results included increased income primarily
    due to higher approved water rates, a refund from the Alberta Electric
    System Operator for the true-up of 2011 transmission flow-through
    charges, and lower losses on selling excess electricity purchased,
    partially offset by lower income from our equity share of Capital Power
    and lower favorable fair value adjustments on financial electricity
    purchase contracts.

--  December 31, 2012 fourth quarter results included an impairment charge
    related to the investment in Capital Power, lower income from our equity
    share of Capital Power, lower water sales, increased staff and employee
    benefit costs, partially offset by positive fair value adjustments on
    financial electricity purchase contracts.

FORWARD - LOOKING INFORMATION

Certain information in this MD&A is forward-looking within the meaning of Canadian securities laws as it relates to anticipated financial performance, events or strategies. When used in this context, words such as "will", "anticipate", "believe", "plan", "intend", "target", and "expect" or similar words suggest future outcomes.

The purpose of forward-looking information is to provide investors with management's assessment of future plans and possible outcomes and may not be appropriate for other purposes.

Material forward-looking information within this MD&A, including related material factors or assumptions and risk factors, are noted in the table below:

----------------------------------------------------------------------------
     Forward-looking        Material Factors or
      Information               Assumptions               Risk Factors
----------------------------------------------------------------------------
The Company expects to   EPCOR is able to generate EPCOR's operations do not
have sufficient          the expected cash flow    generate the expected
liquidity to finance its from operations and       level of cash flow and /
plans and fund its       various means of funding  or circumstances arise
obligations in 2014.     remain available to the   limiting or restricting
                         Company.                  the Company's ability to
                                                   access funds through the
                                                   various means otherwise
                                                   available.
----------------------------------------------------------------------------
EPCOR plans to           EPCOR is able to find     EPCOR is unsuccessful in
eventually sell all or a suitable lower-risk       finding suitable
substantial portion of   businesses and / or       businesses and / or
its ownership interest   assets to invest the      assets to invest in,
in Capital Power.        sell-down proceeds in.    therefore negating
                                                   further sell downs to
                         Market conditions permit  raise funds.
                         the sale of Capital Power
                         shares at a price         The market price of
                         suitable to EPCOR.        Capital Power shares
                                                   declines to an amount
                                                   that EPCOR no longer
                                                   deems it feasible to sell
                                                   all or substantially all
                                                   of its interest in
                                                   Capital Power.
----------------------------------------------------------------------------

There are no updates to previously disclosed forward-looking information.

There are presently no differences between actual results and future-oriented-financial information previously disclosed.

Whether actual results, performance or achievements will conform to the Company's expectations and predictions is subject to a number of known and unknown risks and uncertainties which could cause actual results and experience to differ materially from EPCOR's expectations. The primary risks and uncertainties relate to: (i) the Company's assessment of the economy, markets and regulatory environments in which it operates; (ii) operation of the Company's facilities; (iii) availability and price of electricity; (iv) regulatory and government decisions including changes to environmental, financial reporting and tax legislation; (v) weather conditions; (vi) competitive pressures; (vii) construction; (viii) availability and cost of financing; (ix) foreign exchange; (x) availability and cost of labor and management resources; (xi) performance of counterparties, including but not limited to, contractors and suppliers in fulfilling their obligations to the Company; (xii) quality and sufficiency of water supply; (xiii) customer consumption volumes of water and electricity; and (xiv) risks in addition to the above related to the Company's equity interest in Capital Power, including power plant availability and performance.

Readers are cautioned not to place undue reliance on forward-looking statements as actual results could differ materially from the plans, expectations, estimates or intentions expressed in the forward-looking statements. Except as required by law, EPCOR disclaims any intention and assumes no obligation to update any forward-looking statement even if new information becomes available, as a result of future events or for any other reason.

ADDITIONAL INFORMATION

Additional information relating to EPCOR including the Company's 2013 Annual Information Form is available on SEDAR at www.sedar.com.

Contacts:
Media Relations:
EPCOR Utilities Inc.
Tim le Riche
(780) 969-8238
tleriche@epcor.com

Corporate Relations:
EPCOR Utilities Inc.
Claudio Pucci
(780) 969-8245 or toll free (877) 969-8280
cpucci@epcor.com
www.epcor.com

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