Good morning, and welcome to the American Water's Third Quarter 2019 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 7, 2019.U.S. callers may access the audio archive toll-free by dialing 1-877-344-7529. International callers may listen by dialing 1-412-317-0088. The access code for the replay is 10135909. The audio webcast archive will be available for one year on American Water's Investor Relations website at ir.amwater.com/events.I would now like to introduce your host for today's call, Ed Vallejo, Vice President of Investor Relations. Mr. Vallejo, you may begin.

Thanks, Alyssa and good morning, everyone, and thank you for joining us in today's call. So during the course of this conference call, both in our prepared remarks and answers to your questions, we may make forward-looking statements that represent our expectations regarding our future performance or other future events. These statements are predictions based upon our current expectations, estimates and assumptions.However, since these statements deal with future events, they are subject to numerous known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from the results indicated or implied by such statements. Additional information regarding these risks, uncertainties and factors as well as a more detailed analysis of our financials and other important information is provided in the earnings release and in our Form 10-Q, each as filed with the SEC.Reconciliations for non-GAAP financial information discussed in this conference call, including adjusted income, adjusted earnings per share, adjusted return on equity and our adjusted regulated O&M efficiency ratio can be found in our earnings release and in the appendix of the slide deck for this call. Also, this slide deck has been posted to our Investor Relations page of our website.All statements in this call related to earnings and earnings per share refer to diluted earnings and earnings per share. At the end of our prepared remarks, we will of course open the call to your questions.And now, I'll now turn the call over to American Water's President and CEO, Susan Story.

Thanks, Ed. Good morning everyone and thanks for joining us. Today our CFO, Susan Hardwick, will cover our third quarter financial results; and our COO, Walter Lynch will give key updates on our operations. American Water employees continue to deliver strong results. Let me highlight just a few of our third quarter accomplishments.We continue to have strong financial performance. Adjusted earnings were up 10.8% compared to last year's third quarter, and we saw growth in both our regulated and market based businesses. In our regulated business, we've added more than 57,000 customer connections year-to-date. This includes 46,900 customers through closed acquisitions and 10,400 through organic growth in our existing service areas.We most recently closed on the water assets of Steelton Borough, Pennsylvania, and Lake Station, Indiana, as well as the wastewater assets of Exeter Township in Pennsylvania. We're excited to welcome our new customers and our new employees. Additionally, in the coming months, we will welcome an additional 26,400 customer connections through agreements that are signed and pending.Moving to our market based businesses; we're extremely honored to be awarded Department of Defense contracts for the water and wastewater systems at Joint Base San Antonio in Texas, and the United States Military Academy at West Point, New York. Joint Base San Antonio includes Randolph Air Force Base, Fort Sam Houston, Camp Bullis and Lackland Air Force Base. These installations support over 187,000 jobs across the state of Texas.The United States Military Academy at West Point is the oldest continually operated army post in the United States. The campus is home to 4,400 cadets, and was once home to our own CEO Walter Lynch, a West Point alumnus and Army veteran. The opportunity to expand our military footprint to 16 bases across the country is a testament to American Water's industry leading…

Thanks, Susan and good morning everyone. Our regulated businesses had a strong third quarter and making capital investments to ensure clean, safe and reliable water services. We also continue to improve our operating efficiencies to benefit our customers and grow our business through acquisitions.On Slide 8, let me touch briefly on the weather. As you recall, we had an unusually wet weather in the second quarter of 2019, which led to a total quarter-over-quarter unfavorable impact of $0.05. This quarter has been more typical. And once again, you can see how a geographic diversity helps mitigate weather variability. For example, this quarter, New Jersey American Water experienced at or below average precipitation which offset Missouri slightly above average precipitation. As a result, weather had no material impact on our revenues for the third quarter.Turning the Slide 9, let's walk through some of the regulatory highlights starting with our two pending rate cases in Virginia and California. In November 2018, Virginia American Water filed a general rate case requesting an overall increase of $5.6 million, driven by approximately $98 million in infrastructure upgrades since April 2017. Interim rates race became effective I May 1, 2019 and we expect a decision in the first quarter of 2020.California American Water filed for new rates this past July, the case covers 2021 through 2023 and requests an increase in authorized revenue of $46.6 million over three years, beginning with a $26 million increase proposed for January 1, 2021. The request seeks $197 million for infrastructure improvement for the 2021 to 2022 capital test years. We expect the decision on this case in late 2020, with new rates to take effect by January 1, 2021.And other activities, several bills were recently signed into law in Indiana by Governor Holcomb. First, House Bill 1406, known as…

Thank you, Walter and good morning everyone. Let me start on Slide 14 with the summary of results. Their quarter 2019 consolidated GAAP earnings were $1.33 per share, compared to $1.04 per share in 2018. 2018 results included a $0.06 gain from the sale of the majority of the contracts in our contract services group and a $0.22 charge from the Keystone impairment.Excluding these two adjustments in 2018, adjusted earnings per share were up 10.8%, primarily driven by growth in the regulated business. The regulated business segment results were up $0.12 per share or an increase of 10.2% compared to 2018. The market based business results were about flat and apparent results improved $0.01 per share compared to 2018.Our 2019 adjusted earnings through September 30 were $2.88 per share or a 10.3% increase over the same period last year. Our regulated businesses increased $0.15 per share, our market based businesses increased $0.09 per share and finally the parent results improved by $0.03 per share year-over-year.Moving to Slide 15 let me walk through the details of the quarterly results by business. Regulated operations were up $0.12 per share in total. We had $0.11 per share increase from additional authorized revenue and surcharges to support infrastructure investments, acquisitions and organic growth. Also O&M expense decreased $0.02 per share for the quarter as a result of the continued focus on cost management and higher costs in the third quarter of 2018, related primarily to the New York American Water settlement.Depreciation and interest increased $0.01 per share primarily to support regulated acquisition and investment growth. The market based business results for the quarter were similar to last year on continued strong performance. Finally, earnings at the parent were $0.01 per share reflective of the impacts of a lower consolidated effective tax rate offset somewhat…

Thanks, Susan. Many factors go into producing our consistent financial results. At the top of that list is a commitment to be the best at the fundamentals of the business. One of the most basic things we have to do as a water utility is the quality of the over 1 billion gallons of water, we provide every day throughout the United States. And whether you call it our purpose or mission or just part of the SG, we know that if we don't deliver water that is safe and reliable and nothing else, we do matters.You see on this slide just a few of the headlines we're all reading about threats to the safety of drinking water, including lead, Legionella, P5 cyanotoxins [ph]. These are real threats that require expert and knowledgeable people in organizations who have the breadth, depth and experience to ensure the safety of the critical human need of water. And at American Water we never forget that at the end of every water pipe, there's a family that's depending on us to provide this critical need, and that every fire hydrant lives could depend on the right pressures and volumes, and that every wastewater plant serves as a shield against potential disease.And every community should be stronger because we're there. And at the end of the day, we also know that what we do in our customers and community's best long-term interest will also be in our investors' best long-term interest. And that's what we believe it means to be a truly sustainable company. I want to close our prepared remarks by saying how much our hearts go out to the millions of people who are affected by the horrific fires in California, and how much we are in all of the amazing work being done around the clock by the incredibly brave and talented firefighters. Our California American Water employees have also been working 24x7 to keep water service to our customers there when the power is out.We're using backup mobile and permanent generators. We're also using remote monitoring for our facilities when they're under mandatory evacuations, so we can minimize the hardship our customers may be facing during these difficult times. We were able to maintain service the entire time during the Kincaid fire and power outages, which affected two of our smaller operations in Geyserville with approximately 300 customer connections and Larkfield with approximately 2,100 connections our infrastructure assets have not been damaged. I just want to publicly thank our hardworking employees who have truly kept the water flowing to our customers under these difficult conditions.And with that we're happy to take your questions.

We will now begin the question-and-answer session. [Operator Instructions] The first question today comes from Shar Pourreza of Guggenheim securities. Please go ahead.

Hey, good morning, guys.

Good morning Shar.

Susan can you just touch a little bit on sort of some of the publicly available data in the media that we're seeing around JEA and sort of your interest there, maybe just high level structure of your bid, because it does have an electric business. So curious if you are bidding for the entire system or just the water portion of it and just how you're sort of thinking about that process because it's actually turning out to be a little bit more competitive than we originally thought.

So sure, one thing that I will remind everybody is that JEA has publicly announced who would be in the next round of participation. And we're very respectful of JEA and their process. And so we can't really comment any further on anything additional about JEA. And all I will say is that we've not made any changes to our previously communicated business model strategy.

Got it and just maybe, it's somewhat of a large transaction. Is there any disclosures assuming that you're the winning bidder how you would finance that transaction?

We really can't comment about anything on the process at this point.

Okay, got it. That's helpful. And then just around the military services, congrats Walter and West Point, and obviously, the Joint Base has done a ton of deals. Is there anything else for the balance of year that we should sort of be thinking about and maybe just quickly on how we're thinking about the opportunity set?

At one point we had said we expected award of up to three bases. We don't like to predict what the Department of Defense will do. The two that were awarded this year that we won, those came in September. We're not sure if there will be any others that are awarded. We do currently have five outstanding RFPs that we expect over the next one, two, three, four or five years. We do think there may be some that are awarded in 2020.

Got it and just lastly on California, is there any remaining approvals around the desalination project that's been, I guess, a little bit of pushback at the local level, but is there anything you guys need from a permit or approvals to sort of move forward?

Hi, Shar, Walter here, we need the approvals from the California Coastal Commission. Their next meeting is scheduled on November 14 and they're going to take it up at that meeting. So that's the next approval that we need.

Terrific, thanks, guys. Congrats on the results today.

Thanks Shar.

The next question today comes from Julien Dumoulin-Smith of Bank of America. Please go ahead.

Hey, good morning to you.

Good morning, Julian.

Hey, so a quick question. Can you elaborate a little bit more on Indiana and the perspective impacts of any legislation in that states just to get going here?

We're really encouraged by the legislation. That's why I wanted to highlight it on the call. We think it'll open up more opportunities. And I think there's recognition that American Water can play a role there in providing water services for communities that are having trouble doing it on their own. So it's consistent with legislation. It's been in Indiana and across the country, about how we can play a role to help the communities.

Yeah. But just in terms of it translating back to more tangible opportunities is still a little bit on the way to see it.

Yes, I mean it – well, we think that there'll be more discussions, but it's going to take time to work this through and have the communities realize that they do have these options, but it's just part of the overall favorable legislation that we're seeing across the country. Because, again, I think legislators are realizing that we can play a significant role in helping these communities.

Got it, excellent and then can you talk a little bit more we've seen some headlines on Millburn, New Jersey, can you clarify a little bit of what's going on there? I mean, again, I don't want to put too many words out there. But just put some context around the process?

Specifically about what Julien?

There were some media articles out there about water quality, so I wanted – checking on that, yeah.

Right, so I think what you're referring to is there is a group called the Environmental Working Group that rather than looking at EPA guidelines and regulations or state regulations or even some of the unregulated contaminants that the EPA is looking at. I think they have come up with some of their own standards. And they've run stories that GE – even though we have all these water quality results, they're not living up to whatever standard this group has decided is appropriate. So I mean our response to that is that we take water quality and safety very seriously. The EPA establishes drinking water standards to protect the public health. We treat and deliver water that is – meets or surpasses every one of those.And in fact, the EPA has a special program that's called the Unregulated Contaminant Monitoring Rule, which looks at another 40 contaminants that really aren't regulated. But we voluntarily have adopted those, so that they can look and see what the impacts of those are. We meet or surpass all of our states. At the end of the day, there are a lot of groups out there who may decide that they're going to set their own goals and their own policies, but we really can't follow what every individual group does along those lines. So but we are meeting all of the EPA, we are voluntarily adopting 40 that aren't even regulated, but that we're continuing to monitor and we're acting as if they're regulated and meeting all state requirements.

Excellent. Thank you so much for the clarity.

The next question today comes from Durgesh Chopra of Evercore. Please go ahead.

Hey, good morning team.

Good morning Durgesh.

Good morning, Susan. Just to follow up on a Shar's question on the military bases, congratulations on the win there. What's the – can you just help us think about the size of those bases relative to the existing fleet of bases that you have currently? And actually think about margins and revenues coming in is it more sort of a 12 to 16 month lag from here on?

Yeah, so Durgesh Joint Base San Antonio because it is comprised two army and two Air Force bases, I believe is the largest that we have in our 16 bases in terms of the 50 year, over 700 million revenue. It's the largest that we've had. And West Point is nice size military installation. Also, we do know that, just like across the US where there are infrastructure needs, we're finding at the military bases that a lot of their infrastructure is from right after World War II when most of the military bases were built. So if you remember, we make money three ways with the military bases. There's a 50 year O&M contract, then when we take over, there's typically upgrades we need to make. And then any future projects that are capital or working capital on these bases, we then can add that as part of the O&M. And we get paid to do those plus the fee.So what we're finding is the military bases also need infrastructure upgrades and investment just like the rest of the country does. So we're looking at these in terms of all three of those areas. So we're very pleased. In Texas, we have Fort Hood, which is also, I believe, one of the top two or three largest bases we have. So it's very exciting to us to be able to grow in that respect. And then we look and the Air Force and the army continue to be quite active. There's a lot of opportunity in Navy, we believe they have really not done much privatization. So we're stepping back looking at the basis and facilities across the country. Again, we have five outstanding RFPs that we're already in the middle of the process and we're looking to any new ones that may come up in the next year.

Thanks, Susan and what about the margins, I guess, I was really asking what the margins from the two bases that were just awarded this past quarter, when should we model those hitting the bottom line? Is it 12 to 16 months out from here or longer than that?

So first of all we don't talk about margins. However, it's a great point while to technically, we assume these contracts on September 30, there's pretty much a standard eight month transition for each of these bases. And by June the 30th of next year, we will be fully operational on those bases with the full amount of revenue that we get from those bases at that point.

Awesome, that's great. And then just one final –

I'm sorry, June 1 not June 30.

Okay, perfect. And then just one quick clarification, did we lower the CapEx guidance for this year? I'm not sure if I'm reading this correctly.

No, so it may be a little confusing. What we did on the chart is we broke out regulated acquisitions, capital from the infrastructure. So we're still looking at around 1.9 billion, which is what we had guided to, so its 1.9 billion total. And what we expect that breakdown to be is around 1.7 billion into our existing regulated infrastructure and probably 250, 260 million on regulated acquisitions.

Awesome, thank you so much, that's super helpful.

Thanks Durgesh.

The last question today comes from Richard Verdi of Coker & Palmer. Please go ahead.

Hi, good morning, everyone. Thank you for taking my call and nice quarter as well. Thank you.

Thank you, Rich.

Thanks. So I'm quite clear on things and some of my other questions have been answered. But I do want to actually revert back to a question I would periodically ask in the past for an update due to some of the events that transpired during the quarter and to avoid being granular, I'm going to ask this on a very high level. So when we think about the company's portfolio, obviously it has a nice portfolio of states given the quarter report, given quarter reports going back for many quarters, but that doesn't mean that there's not opportunity in states outside the portfolio. On the other hand, to states where the company had the footprint are very compelling from a need to bring infrastructure perspective and also on the regulatory front. So moving forward in the near to intermediate term is the strategy maybe more to work within the states in which the company operates and try to expand within those states? Or can we maybe expect the company to more and more announces if it's trying to enter other states?

Hi, Rich, Walter here.

Hi, Walter.

No, it's really both. We continue to invest in our infrastructure in the states where we operate; we continue to look for opportunities in those states. But we also look outside our footprint. And for us to enter a new state, we really need a good business environment, a good regulatory environment and then the opportunity to grow to a certain size because we just don't want to buy a small system and just have that system. So we want to be able to expand in the state. So we're looking at that and we actively look at that, but we do both. And as far as growth goes inside, our growth, we're investing, as we said 1.7 billion this year. And we're going to be spending over 250 million to acquire systems in our footprint, which is I think tremendous, and just shows the dedication and the value that we're providing to these communities.

And Walter is exactly right. And into remind many of you, and I think we have said this in the past. When we look at – and we do have a corporate business development group and we're always looking at every state across the country, we actually have them kind of looking at the regulatory environment, the business environment. But the thing that typically will slow us down from going into new state is we believe it's important that within five years, we have 50,000 customer connections because part of our brand is affordability and the fact that we're looking at O&M inefficiency. And if you just have a couple of 3,000 in a state, it's very hard to get those efficiencies. So when we're looking at whether we would go into new state, those are kind of the three gates that we have that we would go through.

Okay, that's great. I appreciate the color guys. Thank you and great quarter again. Thank you very much.

Thanks, Rich.

The next question today comes from David Paz [ph] of Wolfe Research. Please go ahead.

Yeah. Hey, good morning.

Good morning.

Just back to the DSL projects in California. I know you guys mentioned you still need the permits to get approved there. But just given that the staff recommended and denial, can you maybe just provide a little bit more color? And I guess if you were to not get the permits, how does that kind of impact the project and again, the capital plan going forward?

Yeah, I'll take that question. This is Walter. The primary reason that the staff voted no, was they see the expansion of the Pure Water Monterey recycling project is capable of providing sufficient water to meet the future demands. We don't agree with that. And it's actually not in line with what the PUC discovered as well as far as the future demand. So that's the real area of contention. And so the November 14 hearing and meeting we're going to be putting our views forward on that. But I mean that's where the disagreement comes in. And we actually had an environmental impact report that stated the demand was much higher as well.

Great, and just to the extent that, I guess it were to not go for the capital plan, I guess, the expectation there is that you would just kind of backfill any kind of CapEx were lost.

Yes, that's right.

Great, thanks.

This concludes our question-and-answer session. I would like to turn the conference back over to Susan Story for any closing remarks.

Thank you, Alyssa. Thank you all for participating in our call today. Please note that we value you as our investor owners and as a financial analyst who research our company for the benefit of your clients and their futures. We always want to be open and transparent in all of our discussions and dealings with you, so you can have confidence in your decisions around your investments in our stock. If you've not been able to get your question out or if we haven't answered them thoroughly, please call Ed or Ralph and they'll be happy to help. And we're very excited that while we've been the only water utility, which was an EEI associate member for the past three years, we're very pleased that EEI has added a new category of strategic partners for water utilities. And because of this, we will be attending our first EEI Financial Conference in a couple of weeks, and we'll see many of you there. Also, we will be hosting our Investor Day on Wednesday, December 11 in New York City. We look forward to seeing you all there. Expect an invitation very soon from our IR team. Thanks again for listening.

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