Good morning and welcome to the American Water's Third Quarter 2015 Earnings Conference Call. As a reminder, this call is being recorded and is also being webcast with an accompanying slide presentation through the Company's Investor Relations Website. Following the earnings conference call, an audio archive of the call will be available through November 12, 2015, by dialing 412-317-0088 for U.S. and international callers. The access code for replay is 10074632. The online archive of the webcast will be available through December 7, 2015, by accessing the Investor Relations page of the Company's website located at www.amwater.com. I would now like to introduce your host for today's call, Greg Panagos, Vice President of Investor Relations. Mr. Panagos, you may begin.

Thank you, Frank and good morning, everyone. Thank you for joining us for today's call. We'll do our best to keep the call to about an hour. At the end of our prepared remarks, we'll open the call up for your questions. As Gary said, my name is Greg Panagos, and I'm the new Vice President of Investor Relations for American Water. Before I read you our forward-looking statements, I would just like to say I'm happy to be here and excited about the opportunity with American Water. Before I read you our forward-looking statement I'd like to say I'm happy to be here and excited about the opportunity with American Water. During the course of this conference call, both in our prepared remarks and in answer to your questions, we may make statements related to future performance. Our statements represent reasonable estimates and assumptions. However, these statements deal with future events. They are subject to numerous risks, uncertainties and other factors that may cause the actual performance of American Water to be materially different from the performance indicated or implied by such statements. These matters are set forth in the company's Form 10-K and in its other periodic SEC filings. I encourage you to read our Form 10-Q for this quarter, which is on file with the SEC for a more detailed analysis of our financials. Also reconciliation tables for non-GAAP financial information discussed on this conference call can be found in the appendix of the slide deck for the call, which is located at the Investor Relations page of the Company website. We'll be happy to answer any questions or provide further clarification if needed during our question-and-answer session. All statements in this call related to earnings and earnings per share refer to diluted earnings and earnings per share from continuing operations. And now I would like to turn the call over to American Waters' President and CEO, Susan Story.

Thanks, Greg. Good morning, everyone and thanks for joining us. With me today are Linda Sullivan, our CFO, who will go over the third quarter financial results and Walter Lynch, our COO and President of Regulated Operations, who will give key updates on our regulated business. Turning to Slide 5, we reported earnings of $0.96 per share for the third quarter, a 10.3% increase above the third quarter of 2014. Excluding the 2014 cost impact of the Freedom Industries' chemical spill, third quarter year-to-date adjusted earnings increased 9.4% compared to the same period in 2014. Our employees continue to deliver strong operational and financial results reflected in our ongoing investment in our infrastructure, our improved operational efficiencies and the expansion of customers in our regulated and market based businesses. These results continue our progress toward achieving our long-term growth goal of 7% to 10% EPS through 2019. Based on our performance today, we're narrowing our earnings guidance range to $2.60 to $2.65 per share. Slide 6 highlights the progress we're making on our strategies across our businesses. We invested $970 million in capital year-to-date through September. The majority of this investment is in our regulated business, which is the core and foundation of our growth. These investments are mainly for infrastructure to continue providing safe, clean and reliable water services for our customers. Walter will talk further about our ongoing O&M efficiency efforts, which allow us to mitigate build increases to our customers despite this critically needed capital investment. In addition, we continue to invest in regulated acquisitions. Year-to-date, we closed seven acquisitions totaling or adding about 19,200 customers and we have 16 pending acquisitions, which when approved and closed will give us the opportunity to serve an additional 13,300 customers in several of our jurisdictions. We closed the Keystone…

Thanks Susan and good morning, everyone. As Susan mentioned, our regulated business have delivered strong results year-to-date. We continue to improve our owned and efficiency ratio as shown on Slide 8. We reached 35.8% for the 12 months ending September 2015. This is the result of a disciplined approach to cost management by our employees. We continue to make steady progress towards achieving our goal of 34% or less by 2020. Achieving sustainable O&M reductions is important to our strategy as it enables us to redeploy these cost savings in the capital investments in our water and wastewater infrastructure with minimal impact on our customer’s bills. A perfect example of our strategy and action as our recent New Jersey rate case order on Slide 9. During the third quarter, the New Jersey Board of Public Utilities approved the 3% or $22 million annualized increase in water and wastewater revenues that became effective on September 21. Since the last rate case in 2012, the company invested more than $775 million to replace and upgrade our water and wastewater infrastructure including approximately 160 miles of water mains and connection pipes. During the same time, New Jersey American lowered their operating expenses by more than $90 million. Those cost reductions supported more than $125 million of infrastructure investment with no impact on customer bills. Also last week in Virginia we filed a rate request for $8.7 million. The request seeks recovery of about $53 million in system investments made since our last rate case in 2012. Our operating expenses in Virginia have declined 2% since our last rate case reflecting our continued success in driving operating efficiencies. We use those cost savings to offset some of the revenue requirement requested for our capital improvement, which again minimizes rate impacts on our customers. We…

Thank you, Walter and good morning, everyone. In the third quarter, we continue to deliver strong financial results. As shown on Slide 11, revenues were up 6% quarter-over-quarter and up 4% year-to-date. Earnings per share for the third quarter were $0.96, up 10% over the same period last year. Year-to-date earnings were $2.09 per share, which after adjusting for 2014 impact of the Freedom Industries chemical spill were up about 9% over the same period last year. In terms of business segment contribution, for the quarter the regulated businesses contributed earnings of $0.97 per share or an increase of about 10%. Our market base businesses contributed $0.07 per share, an increase of about 17%. Parent interest and other, which is primarily interest expense on parent debt was a negative $0.08 per share for the quarter, relatively flat to the prior year. As Susan mentioned because of the Keystone acquisition in the third quarter and the financial results of Keystone have been included in the market base business segment, the purchase price after purchase price adjustments was $133 million. As we’ve previously disclosed, we expect Keystone to be earnings neutral in 2015 and accretive to earnings in the first full year of operation. Now I’ll go over the different components of our third quarter earnings per share growth as shown on Slide 12. In the third quarter, we reported a $0.09 increase in earnings per share. Approximately, $0.05 of that increase was due to mild weather during the third quarter of 2014. As Walter mentioned, during the third quarter of this year, the financial impact of the varying weather conditions largely offset each other. As we had higher revenue of around $10 million from hot and dry conditions in the Northeast, which was offset by lower revenue of around the same…

Thanks Linda. Before taking your questions, I’d like to spend a few minutes talking about how our investments and our strong performance benefit our customers and the communities we serve. As Linda mentioned we planned to invest up to $1.4 billion in 2015 with almost $1.2 billion of that total to improve our regulated water and wastewater systems. So what is investing more than a $1 billion a year mean to our customers and communities? It means we replace up to 350 miles of pipe every year. To give you an idea of the size of our water pipe network if you placed all the pipes we manage end to end, it would stretch over 48,000 miles nearly enough to go around the earth twice. It also means a strong water quality record. We are 20 times better than the industry average for meeting all drinking water requirements and we've earned more awards from the EPA partnership for safe water than any other water utility in the Nation. Why does this matter? Even though we serve about 15 million people across the country, we never forget that at the end of every pot line, there is a family depending on us to provide life's most essential ingredient. Not only as investment in our water and wastewater system is critical to families, businesses, industry and fire protection, but that investment also provides jobs and economic benefit. According to the Water Research Foundation, $1 billion invested in water infrastructure creates approximately 16,000 jobs. So American Water's regulated infrastructure investment through 2019 will result in more than 80,000 new jobs in the communities we serve. We know that we have to be sensitive to the impact of cost increases to our customers, even for something as necessary as infrastructure replacement. We also know…

Thank you, ma'am. We will now begin the question-and-answer session. [Operator Instructions] And our first question comes from Ryan Connors from Boenning & Scattergood. Please go ahead.

Good morning, Ryan.

Good morning, Susan. I had a question on the rate case in New Jersey. You've got $22 million in new rates there which is about -- I guess about a third of the $66 million you requested. Obviously, that's a very crude metric that I guess maybe gets too much attention sometimes. But that does seem to continue a trend where the gap between asked and received rates has been kind of growing. Can you just talk about why that's happening and what the ramifications of that are for the business?

Yes Ryan, Walter here. Thanks for the question. Just to put a little clarification on it, the last time we filed a rate case in New Jersey, we didn't have a disc mechanism. So in this case, the disc mechanism is included but you have to look to the revenue that was generated from it. If you do that and include the $22 million we came in, in excess of 50% of our filing. So that's the difference. We invested as Susan said, a significant amount of money in New Jersey and in our infrastructure and when you include that, with the outcome of the rate case, again we're in excess of 50%. So it's right in line where we've been historically.

I see. So the national trend then would be a function of the fact that D6 are becoming more and more prevalent.

Absolutely.

Okay. Interesting. My other question was there were some fairly notable development yesterday with one of your peers California basically saying that they're going to have to defer revenue recognition in the fourth quarter because WRAM balances are increasing. I know you've had your own issues having to extend the collection period on your own WRAM balance, can you talk about the situation in California related to the WRAM and the outlook and also maybe give us your take not only on how that impacts your business, but where you see the regulatory evolution going, whether the draught creates any change in the regulatory situation in California?

Ryan, this is Linda. Let me start and talk first about the accounting issues around revenue recognition. So the accounting rules require that if revenue is extended -- collection of revenue is extended beyond two years that you need to defer the equity component or the equity return of that revenue. And so this is really an accounting timing issue versus a collection issue. We did experience something similar in the third quarter when we requested and filed our application with the CPC to defer recovery in Monterey over a 20-year period and including a return. We have recorded that impact in our third quarter results and it was about a $5 million pretax impact. Now in terms of the regulatory environment, I’ll start and ask Susan if she would like to add to it, but really decoupling mechanisms were put into place in California to deal with situations like the severe draught the California is going through now so that you can align the customer conservation with the goals of the company and so these decoupling mechanisms really align these goals and allow us to help our customers and serve in the long term.

Right, and I think Linda is exactly right. The only thing I would add is this is an extraordinary situation in California and we all know that and we believe -- we know that the Utility Commission, the companies were all trying to work together to find a way forward that's in the best interest of our customers and the companies and everyone involved.

And then while we're on California, one last one if I might sneak it in is that on the terms of return on equity you're at 9.99 in California. Most of you appears are at 9.47 because you stood at the automatic downward adjustment duty or credit rating situation there, but the credit standing continues to improve. So is there any chance that you could be re-trued up or trued down to that level and talk about how that mechanism works and the ROE outlook for California thanks.

Absolutely, we're at 9.99 in that mechanism in its current formal extent through the end of 2016 and then we would go through the next profit capital process in California to reset rates going forward.

Got it. Okay. Thanks for your time.

And our next question comes from Richard Verdi from Ladenburg Thalmann. Please go ahead sir.

Good morning, everyone and nice quarter and thanks for taking my call here. Just a quick follow-up question to Ryan I enter my question. The Pence or the New Jersey rate case outcome in combination with the D6, Walter you had mentioned it's in excess of 50%. We have that around 54.6%, does that sound about right?

Yes that sounds about right Rich. Pretty precise.

Okay, perfect. Okay and then Susan a quick question for you surrounding the acquisition strategy. Somewhat recently you were quoted saying American is going to ramp up its focus on the wastewater acquisition front. So can you just maybe talk a little bit about how you see this benefiting American Water?

Sure. I'll start and then Walter may want to add something to it. So one of the things that's interesting and I know the national numbers are about 84% of Waters provided by public entities and about 98% of wastewater is and what we find Rich is that of a 3.3 million metered customers we have that only about 150,000 of those are wastewater customers. So we know that we've got several communities around the country where we already serve water and someone else serves wastewater. So that’s one piece and then you add to that the fact that there is growing number of EPA consent decrees, you got an issue where a lot of the wastewater infrastructure is aging and needs investment and you have some community who would prioritize other needed critical investments above their wastewater. So far us the real value is in many of these places we already served water. So to serve wastewater we know the communities. They know us. There are efficiencies we can gain because we already have offices there even though you would have different people doing some of the work. So we think it's just a natural progression. Then on top of that you add the fact that we just talked about California. When you look at water, it really is a single one-cycle for water and in the past, where we separated portable water with stormwater and wastewater, those days are -- they're starting to merge. So we believe that as the leading water utility in the country, we want to a leadership role in looking at water as one water from start to finish and especially given our strength in our research and development efforts that we got on the whole water cycle.

Yes, Walter here. Just to emphasize the operational synergies. We already have offices. We have relationships. We have employees that are proving service to our customers. To us it makes too much sense not to engage on a wastewater side and that's what we've been doing and we're getting really positive feedback in those communities where we do provide both services.

Excellent. Okay. And next, thinking about the Water Infrastructure Protection Act recently implemented in New Jersey, clearly that's a great outcome for American and Americans performed well from that Act and now Chairman [indiscernible] in Pennsylvania implement something similar. So if Pennsylvania does when considering that both New Jersey and Pennsylvania in this situation will have attractive legislation, do you think that it may eventually result in the American Water middle region representing more than 50% of its current, where that currently or do you think you would try to exploit that Pennsylvania move, but then grow in other state to maintain that diversified geographic footprint?

I'll start and Walter may want to add. So number one, we value very mach our geographical diversity and how we do look to grow in Pennsylvania and New Jersey, we're also looking to grow in the Midwest for example where we have a significant presence. So we do think this legislation and Walter and his folks have been key at proving research and information for those policymakers who are looking at different options to improve the economy in their areas. We think that it's important to have good legislation everywhere and we think it's good for the citizens and the people who are consumers of water and wastewater.

Yes, with those definitely are huge plus to accelerate acquisitions in New Jersey. If we get that in Pennsylvania, it will provide the same benefit, but we also have enabling legislation in many of our other states including many Midwestern states and some of this was tailored after the legislation we had in our Midwest states. So it looks very, very favorable in the Northeast, but we have the same favorable regulation in the Midwest.

Okay. Great. Thank you for that color guys and last one for me, looking at the non-regulated side, in our view we see that Keystone acquisition is just a super move, that's a great move from our view. Is there anything else like that in the pipeline or maybe better put, can you give us -- just give us an update on the non-regulated position driven strategy there?

Sure. So first of all fundamentally there is two things I want to say is that when we go into the market based businesses, we ensure that it leverages the core competencies that we have as a company. We're not going to be going at two and three steps beyond what our core competencies are, which is water, wastewater, stormwater, those type of efforts. So I just want to make sure people understand that clearly. The second thing is as we said in our last earnings call, the market based businesses, which include all of the American Water enterprises lines of business and Keystone, we will not -- we don't see that growing beyond 15% to 20% of earnings and only towards the high end of that if it's regulated like in the military services. So I just want to say that's it's on. So in terms of opportunities, again we're going to stick to our netting, stay close to our core competencies, where there are opportunities to number one leverage the expertise we have in water, wastewater, water treatment, infrastructure investment, those type of things we will look at, but we also look at the risk profile of anything we do because we are extremely cognizant and dedicated to let our core we're a regulated utility and we want to ensure that any growth we have is smart growth.

Okay. Great. Thank you Susan. I appreciate the guys and great quarter once again.

Thank you.

[Operator Instructions] Next question comes from Michael Gaugler from Janney Montgomery Scott. Please go ahead.

Good morning, everyone.

Good morning, Mike.

Just a couple of things. I would appreciate an update on the potential headquarter move and the timing implications in terms of the tax breaks and then also your thought on Keystone Clear Water now that you've been in that business for a bit.

Mike, this is Linda. Let me start with the move to Camden. We're currently in the site selection process and we’re continuing through that process. We’re working to make sure that we have all of the tax issues handled appropriately with the City of Camden and we are very excited to be part of the revitalization of Camden. On Keystone, so everyone of course on the call is aware that there are market conditions on oil and gas and of course from the negative side from the market is that, the activity in the capital spending has been reduced somewhat. The number of rigs are down and again in the Marcellus and Utica interestingly while we have the cheapest cost for natural gas drillers that also require more water we know that there is an issue for the supply actually to take away capacity. So from the market issues that everyone is familiar with, we also are tracking this. We’re tracking it with the business. We also are very encouraged and we're following very closely the progression of the construction of the takeaway pipes because we believe that whenever the takeaway pipeline are completed, that that is where and I know that all of you know this, where we’ll see a resurgence in that particular area of the country for natural gas. And with that said, since we have bought Keystone and since we closed in July, there are some positives that are going on for us. Number one, it’s interesting that as several of the ENP are looking at the current situation, they're also looking at water infrastructure that will be needed for the resurgence that is expected at the end of '16 and into '17. So we’re in conversations looking at future activity, because there is a time…

All right. Thanks

[Operator Instructions] Follow up question from Richard Verdi from Ladenburg Thalmann. Please go ahead.

Hi guys, thanks for letting me back in. Just a question on -- just a follow-up to Michael’s inquiry surrounding Keystone, this might be a tough question right, I am just curious to see what the take is, when you look at the frac sand guys or the oilfield services players, it’s up in the air when that energy space is going to recover. Some say it's going to be -- we might see a bottom in Q1 and then improvement back into '15. Some others say it won't even be until '17, whether its improvement. But it sound like what you just said you expect it to be accretive in '15. So I am kind of wondering, one, what maybe your outlook is there for, what may be Keystone's outlook is for energy space and maybe what you guys are doing differently to ensure that that's one of the expense in 2016.

Rich, thank you for this and so on December the 15 at our Analyst Day the CEO of Keystone Ned Wehler who has been in the business for years, he is actually going to be part of our Investor day presentation and he is going to offer his insights that will give an additional month to see where everything is playing out. Again I think we can say some things now, but I think it would be better to wait till Investor Day and really talk to the expert. We're looking at a lot of different options. We're trying to be very practical and realistic, which is why in answer to Mike's question, I wanted to give both the positives but also the things we're very cautionary about. And so it will be interesting. We do have some thoughts at this time, but on December 15, we fully expect that question to be asked and from there to give his thoughts about that.

Okay. All right. Fair enough. Thank you, Susan.

And our next question comes from Ryan Connors from Boenning & Scattergood. Please go ahead.

Great. Thanks also for letting me in and again to figure out coming with one more I have since there is time, so rising interest rate environment that we're likely to enter into here that's starting to raise rates, obviously there are various commission look at benchmark rates as a proxy for risk free and there is interest in theory, that's a positive tailwind for ROEs. How does that impact what you do when you're asking -- when you're filing rate cases and what you're asking for an ROE? Do you start to reflect that into higher requests for ROE as the Fed is getting ready to raise rates or talk to us about that dynamic?

Yes Ryan, this is Linda and generally what we have seen with regard to past trends is that as interest rate rise then over time that is correlated with increases in the return on equity and so I would expect that moving forward to the extent that interest rates improve that we would see similar trends.

Okay. But you used to say that goal to actually -- where do you start building that into what you're asking for? Is that coming later or is that something you've started to do right here as we're sort of getting ready to enter into rising rate environment?

Right Ryan and really what we will do, typically most of our states have the cost of capital as part of the general rate case profit and so we would be looking across our states and determining the optimal time to go in for general rate case. We also have some states that have a separate cost of capital mechanism like California which has a set schedule, which we would be -- which is set through 2016 and then we would be setting new rates for 2017. So it will depend on the jurisdiction and it will also depend on a multitude of factors that we look at in terms of the timing of our general rate case filings.

Interesting, well thanks for that.

Absolutely.

Thanks Ryan.

Operator, do we have any more questions? Operator, are you there?

Maybe he is experiencing some technical.

Yeah, we can't hear anything. If you can hear us, we can't hear you.

Pardon me, the next person to ask a question is David Paz of Wolfe Research.

Okay. Great, hi David.

Good morning.

David, that's quite a dramatic kind of intro to your question.

Yeah, you can take credit for that one, but you may have actually just one of my questions on California, but just can you remind me when the cost of capital proceeding and where ended?

The cost of capital proceeding will be filed in the beginning of 2016, so about March of 2016.

Okay. And if you -- it was extended once before correct?

That's correct and it's extended through the end of 2016. We actually begin the filing in the first quarter of 2016 for cost of capital affected in 2017.

Right and just remind me, were there any changes to the mechanism when you extended it this last time versus the original I guess agreement?

No, it was extended in its current forms.

Okay. And is there any chance for you guys to extend that another year, given that not much has changed on the rate side?

We're always looking at opportunities so that -- and working with the Commission on these types of things as well as the other investor owned utilities in California.

Okay. Separately this year have you announced any new large regulated projects like water treatment plants or the like that, that were incremental to the plan you gave last year?

This is Walter, no, no, it’s has been in line with what we've said last year. We just continue to upgrade our plants as part of our normal capital investment but no new plants in line.

Okay. And you'll give a 2016, 2020 capital plan in December.

That’s correct.

Great. Thank you so much.

Thanks David.

And this concludes our question-and-answer session. I would now like to turn the conference back over to management for any closing remarks.

Thank you, Frank. We would like to thank everyone for participating in our call today. And as always if you have any questions, please call Greg or Durgesh and they’ll be happy to help. Before I let you go, I've mentioned it during the Q&A, I would like to remind you all that we’re hosting our Investor Day at the Western Times Square in New York on December the 15 from 9 AM until noon. We will have a light breakfast beforehand and lunch available for afterword. So it is not the program that attracts you, hopefully the food will. We will be discussing our plan for 2016 to 2020. We'll have added color around 2016. You'll hear updates and projections for our regulated business from Walter as he has already said. An update from Sharon Carmen on our plans for the American Water Enterprise's lines of business, homeowner services, military services and contract services. And as I mentioned before, you'll hear from the CEO of Keystone, Ned Wehler who is going to offer his insight into that business and the market, and of course Linda will provide updates on our financial plans. We hope all of you can attend. The session will be webcast and thanks again to everyone for listening and we’ll see you in December.

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect the line.