Good morning, and welcome to the American Water's Third Quarter 2012 Earnings Conference Call. As a reminder, this call is being recorded and also being webcast with an accompanying slide presentation through the company's website, www.amwater.com. Following the earnings conference call, an audio archive of the call will be available through Thursday, November 15, 2012, by dialing (303) 590-3030 for U.S. and international callers. The access code for the replay is 4567592. The online archive of the webcast will be available through December 10, 2012, by accessing the Investor Relations page of the company's website located at www.amwater.com. [Operator Instructions] I would now like to introduce your host for today's call, Ed Vallejo, Vice President of Investor Relations. Mr. Vallejo, you may begin.

Thank you. Good morning, everyone, and welcome to American Water's Third Quarter 2012 Conference Call. As usual, we'll keep our call to about 1 hour and at the end of our prepared remarks, we will have time for questions. Before we begin, I would like to remind everyone that during the course of this conference, both in our prepared remarks and answers to your questions, we may make statements related to future performance. Our statements represent our most reasonable estimates. However, since 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. Such risk factors are set forth in the company's SEC filings, which are available to the public on the company's Investor Relations website. With that, I'd now like to turn the call over to Jeff Sterba, our President and CEO.

Thanks, Ed. I appreciate you all joining us today, and I hope you're warm and dry after the nor'easter that has hit the Eastern part of the country over the last 24 hours, particularly right along the Coast. In fact, let me start by acknowledging the tremendous impact that Sandy had on most of the Northeast last week. As you all know, there's an unprecedented amount of damage and hardship to millions of people in large parts of our service territory, where we serve about 6 million folks. On a personal note, our hearts really go out to all of those folks that have been affected, and I'm going to talk about Sandy in a little more detail in a few minutes. But, particularly to our customers in the area, our investors and our employees, we have 20 employees who lost their homes in the storm. And we have many more who lost property, had damage done to their property or to their family members' property, and they're trying to deal with that as I'm sure some of you all are, too. So our hearts go out to that, and we're certainly committed to aiding the communities in the recovery from this damaging weather. On a brighter note, we again had very strong quarterly results, driven by consistent execution of the strategy that we've laid out. How we invest capital, the drive for operational excellence through developing a culture of continuous improvement, and focused growth in the markets within and outside of our existing footprint, as we've talked about before, it's all about execution. If you go to Page 5, you can see that revenues are up 9% or a little over 9% for the quarter. When you couple that with how we've managed our operating costs, for the last…

Thank you very much, Jeff, and welcome to those of you who are joining us on the call today. Let me also add my thanks and praise to those many American Water employees and many other individuals whose actions enabled us to keep the water running throughout the hurricane and its aftermath. Thank you. Now turning to Slide 9. Let me describe the underlying factors that drove our third quarter results. As Jeff has indicated, for the third quarter, we continued to deliver very strong financial results with increases in revenues, net income and earnings per share, as well as continued improvement in our O&M efficiency ratio. For the third quarter ended September 30, 2012, we reported operating revenues of approximately $832 million, a $71 million or 9% increase over the revenue reported for the third quarter of 2011. Net income from continuing operations for the third quarter was approximately $154 million or $0.87 per common share, an approximate 20% growth over the prior year. A portion of the increase in revenues is associated with higher demand, primarily related to the warmer, drier weather in the second and third quarters of this year. We believe the estimated impact of the weather continues to be in the range of $0.13 to $0.16 per share for the 9 months ended September 30, of which $0.06 to $0.09 represents the impact during the first 6 months of the year. Net cash provided by operating activities for the 3 months ended September 30, 2012, was around $418 million compared to $313 million for the same period in '11, primarily, driven by the increases in operating revenues, changes in working capital and lower pension contributions. Now I'm going to discuss briefly the various components of our income from continuing operations, starting with revenues. But I'd…

Thanks, Ellen. We always end on Slide 16, which talks about the expectations you can hold us accountable for. I'm not going to go through these in any detail because, frankly, they've either already been achieved, as you know, or significant progress has been made. There are none that I at this time have concern will not be achieved by the end of the year. So with that, Ellen, Walter Lynch, our Regulated Operations head and myself will be happy to stand for any questions you might have.

[Operator Instructions] And our first question comes from the line of Kevin Cole with Crédit Suisse. Kevin Cole - Crédit Suisse AG, Research Division: So I guess, first, with, like, starting with trying to get to a clean 2012. And so we need to adjust the guidance for $0.13 to $0.16 for weather. And is there any other nonrecurring items that we should put into our numbers when we think about the 2013 growth?

I would say at this point in time, the only thing really is weather, which is driving the high results for 2012. And yes, when you look at '13, you need to normalize for weather. And I put the word "normal" in quotes.

Yes. And that's why we gave you the information on the $0.13 to $0.16. Kevin Cole - Crédit Suisse AG, Research Division: Okay, there's nothing on the O&M side or anything else that we need to adjust?

No.

No. Kevin Cole - Crédit Suisse AG, Research Division: Okay. Then when do you expect to give 2013 guidance?

Well, we've given it in -- well, last year, we gave it in mid-February, and we'll probably do it in the same time. Although I must say that Ellen has a different theory about when we should give guidance. Ellen, would you care to?

All right. You really are going to have me do this?

Yes.

All right, so the -- I can't believe -- the theory is that the Mayan calender has the destruction of the Earth in 2012, so at this point, we're not sure we need '13 guidance.

We do have some concern about Ellen believing in the Mayan calendar and hopefully, none of us are going to be the sacrificial lamb as in Mayan culture, but -- sorry, we just had to laugh. Kevin Cole - Crédit Suisse AG, Research Division: And Jeff, I guess given that you spend a lot of time on policy in Washington. I guess under the Obama administration, do you expect any water rules to be expedited or further -- I guess, further tightened over the next 4 years?

I think there clearly will be -- I think, and it really is not administrative-dependent, there's going to be a continued focus on water. And I think Rule 316(b) on the power plant side, which has a direct impact on water, is still outstanding. It won't come out in a ruling until next year. There is going to be again a focus on infrastructure and the need for infrastructure. There was a great article in Bloomberg just yesterday of the fact that I think that if you didn't see it, that raises this issue again. And the reality is it can't be done by the federal budget. So the more that I talk to folks up there, the more that it seems to be well understood. They've got to do something on infrastructure, and it can't be done by the federal government. So other than that, I honestly, or one good thing that is going to come out, and in fact, it already has come out, is that the EPA is finally, going to allow water utilities to give their -- the quality notices that we have to literally send to every customer, they're going to allow us to do that electronically. And in one sense that's small, and in another sense it's big. It's recognizing that this just isn't a bureaucratic process. It's about giving customers information. I don't think you're going to see major impacts on addition of new contaminants. There's a fair amount of work already being done on the emerging contaminants.

And our next question comes from the line of Michael Roomberg with Ladenburg Thalmann. Michael G. Roomberg - Ladenburg Thalmann & Co. Inc., Research Division: Jeff, I just want to start off. I was particularly interested in your comments on Tennessee. Can you just kind of give us an update or an overview of what the -- I guess the competitive landscape is there? Who are the purveyors of water services in the state? Just I guess in the hopes of getting a better understanding of the long-term opportunity for you guys there.

Yes, the private water supplier is really us. All the rest of both water and wastewater is really done by municipalities, some of which are really starting to struggle, or they're subdivisions of the state, some of which we've got interconnections with and good relations with. Walter, what would you add?

Absolutely, Jeff that's it. We're largest by far. There's some smaller providers there, but we're the big player within Tennessee. And we do have a lot of interconnections, and we're looking to expand in that area. Michael G. Roomberg - Ladenburg Thalmann & Co. Inc., Research Division: Got it. Got it, okay. Just kind of some detail on the quarter, if I could. The volume was up and that was encouraging. I'm aware that mostly residential consumers are the most susceptible or kind of affected by weather. But we were encouraged to see that your commercial, your public and your industrial consumption were all up as well for the second consecutive quarter. I'm just wondering if you can kind of drill down into the factors that drive demand amongst those consumers and whether we can kind of chalk that up to weather as well or perhaps some type of some other dynamic, like economy or otherwise?

There's really 2 pieces: one is customer growth and the other is consumption per customer. But frankly, we are seeing an uptick in customer growth, particularly in our commercial area, which is something we really haven't seen for the last 3 years or so. But this year, commercial customer growth has moved up well over 1%, and residential customer growth is also up. So that's a positive sign. Ellen, on the use per customer side?

Yes. Again, on the use per customer, that continues to decline, although this time it's been offset by...

Residential customer.

Residential offset. On the commercial, industrial and public, most of that, other than customer growth, they're use per customer in those 3 areas of the state is fairly flat. So this is somewhat weather-dependent.

And about 48% of our sales is commercial, industrial and public, other.

Yes, other. 56% or so is from residential. Michael G. Roomberg - Ladenburg Thalmann & Co. Inc., Research Division: Got it. That's very helpful color. Last question, on the XTO contract and kind of just your overall strategy in the shale plays. My understanding is that's part of your Regulated Business, is that correct?

That's correct.

Okay. And is that part of your rate base then? Or is it customer advances? How do you kind of account for that?

Well, it ends up going into rate base, but customer advances, obviously, is applied against that or is a net to that. But yes, it goes through the regulatory process. And that's why under those transactions, frankly, we really aren't taking volumetric risk. As we add those customers or add those points of interconnection, the costs roll in, they're paying retail price for water. And as I told you all before, that doesn't mean we won't do things off on the unregulated side to serve those customers. But we think we really get a double bang when we can do it under this kind of a structure because we get the long-term benefit of residential growth as well as overall economic development. I mean, that's what going to a position us to serve a big area that's growing in parts of the -- particularly Southwest Pennsylvania, that we'll see long-term economic growth and in the areas that we currently don't serve. So with each of these, Michael, what we effectively do is we then -- we are -- we go into the commission with a -- to get a certificate of territory expansion. And that's the other hidden amount -- I won't call it hidden -- but that's the other locking-up our long-term value that we develop.

So the thing to know, Michael, is that the pipe has 2 purposes: it supplies water to the drillers, but it also is supplying water to residents and customers that are there for the long term.

And our next question comes from the line of Neil Mehta with Goldman Sachs.

Can you refresh us on where you are with the DSIC Mechanism in New Jersey? What's left from a regulatory perspective? And when should we assume those impacts?

Walt?

We filed the foundational filing back in July, and we had it approved on October 23. So it took roughly the 90 days that we anticipated. And right now, we're investing for that foundational filing. And as Ellen said, we're going to be recognizing the benefits of those sometime in '13.

And Neil, we've said that probably there's -- about roughly how much additional investment that will be made in this next year?

In the filing -- yes, in the filing, we had a 3-year period of about $220 million.

Got it. That is helpful. And then some more modeling-specific question. How do you think about long-term tax rate? You've been tracking around 40%. Is that the right number? And when is the earliest you would be paying cash taxes here?

Right now, we've looked at our effective rate of around 40%. Probably we've ranged historically between 38% and 41% or 42%. Right now, we have NOL of around $1 billion and we look at that lasting anywhere out 8 to 10 years.

The only thing I'd add on that, Neil, is who knows what gets done in the next set of years? But one of the areas where there is an agreement between the parties is on corporate tax reduction, rate reduction. And that would extend out the 8 to 10 years.

Right. That's correct.

Got it. And then finally, on pension here, how should we think about the drag of pension post-2012, both from a cash perspective and then also from an income statement perspective?

A couple of things have happened. As you know, the [indiscernible] rules are changing as it relates to calculating that liability and, therefore, will have an impact on that cash flow for us beginning in '13. So we are taking a look at that. If you could predict the market for the next 2 months, I might be able to answer that question with a little more certainty. It was doing fine for a while, but we really don't know what's going to happen in the last 2 months. And we do assume these cap rates will continue to decline.

[Operator Instructions] Our next question comes from the line of Tim Winter with Gabelli & Company. Timothy M. Winter - Gabelli & Company, Inc.: A really good quarter. Ellen, I didn't really understand the comment about 2013 guidance. Do you plan on giving guidance at some point for 2013?

Yes. Sorry, Tim. We will be giving guidance in probably at the same -- in February as we've done historically. Timothy M. Winter - Gabelli & Company, Inc.: Okay, great. And then I was wondering if you could talk a little bit about your military base business, the nonregulated part. If you could give us -- is that business currently profitable? Do you see opportunities? Or where are you there?

Yes, that business is profitable. It's a very disciplined business that, frankly, creates some ideas that we are transplanting over into our Regulated Operations. There has been a slowdown in the issuance of RFPs over the last couple of years for base privatization, and we are seeing that dramatically turn. The number of notifications for potential privatization has increased. There are bids outstanding at this stage, but remember these are fairly long processes. They take 16, 18, 24 months from the time that the RFP has left until the time that an award is made. One of the things that slowed that business down was that in the law, the original law, there had been a provision that basically said there had to be a 10% savings to the federal government. The problem is it's 10% from what? And so the way it had been developed was it was 10% from what they were spending. Well, they weren't doing -- they weren't spending appropriately and so that was not a good baseline. We got that law changed in December of last year, and that's what has helped now move forward a new round of RFPs. So we're very bullish on that business. It will be a growth piece for us. There are -- we're the largest provider at this stage, with 10 bases. But there's, obviously others that are in this space and it's -- which is a good thing. It keeps us all on our toes. Timothy M. Winter - Gabelli & Company, Inc.: Jeff, just one final question on that. Those 10 bases, do you participate in, like, construction of projects there that...

Oh, yes. Oh, yes. And what you typically see is that when a base comes online and is awarded, you have a pretty big chunk of catch-up because of the things that just haven't done and they need to be done and so you end up with capital dollars. So we operate the facilities, but we also manage all of the construction that's done. And so you end up with annual awards for the construction as well as the operation and maintenance. The amount of construction will vary year-to-year based on budgets and based on where those bases stand. And again, the biggest amount of construction that you'll see will be in the first 3 to 5 years of the contract because that's when you're playing catch-up, and then you're going into a more steady state construction environment. Timothy M. Winter - Gabelli & Company, Inc.: Okay. And then did we have -- I don't know. This will be my last question. Did we have an earning and bottom line impact from that business for either the 3 or 9-month period?

Well, it's included in our earnings from the market based businesses. We don't break them out separately between the businesses because, quite frankly, they're fairly small across-the-board. They add up to a reasonable impact, but we don't give the individual business line detail.

And our next question comes from the line of Gerry Sweeney with Boenning & Scattergood.

A quick question on the rate cases that are pending and you expect to file. I know you can't necessarily go on the specifics on states. But just taking a look at the number of pending rate cases, probably the smallest we've seen in several years from American Water, any type of thoughts on how many rate cases you plan to file in 2013? Or is it going to be -- are you shifting more towards some of DSIC mechanism so we can see -- may see a little bit more of a lag between rate cases in certain states? Any type of granularity on that would be great.

Yes, Gerry, let me make a few comments, and Ellen or Walter may add something. Remember that one of our big focuses has been to move to single-tariff pricing. And so as we have had success -- and really what that means is that as we used to have to file individual cases for certain territories and states. As we move to single-tariff pricing, that has collapsed those into one filing per state. So that reduces the number of cases that may actually be filed. The second thing is the DSIC mechanisms, which is the major focus because, obviously, it reduces regulatory lagging, et cetera. So you're seeing more focus on those kinds of mechanisms -- this type of mechanisms. And then rate cases, they may need to be less frequent, a little more time in between.

Yes. Let me -- to further Jeff's point, in California, for example, we now do one rate filing, where historically we would do about 3 a year. Now we do 1 every 3 years. In addition, on the infrastructure surcharge, the power of that can be seen in particular this quarter, where year-to-date we've had 118 in general rate case awards, but $15 million more in DSIC. So probably about 12% or 13% of our rate increases are now coming through this DSIC mechanism.

Okay. That's generally what I thought. Then one other quick question, on the New York Service Line Protection Program. I apologize. I'm not sure how much granularity you have on the Q. I didn't get a chance to get into it. But I think there are 600,000 customers that -- or potential customers, I should say. How big of a market is this compared to the rest of the service line protection that you're currently involved with?

Well, we look at it as it's basically another New Jersey. Because in New Jersey, we have service line protection on the bill. It's about the same number of customers or territory, if you will, and fairly similar characteristics. And New Jersey is one of our very attractive markets for service line protection. We've got a lot of customers that take multiple services, water, sewer, indoor plumbing. And we're also rolling out electric and water.

Got it. And then finally, one last question, in terms of Sandy. North New Jersey and I think Long Island, probably 2 hardest hit areas. Obviously, I haven't necessarily seen it. You only see it on the news. But I'm not sure how much damage there was to maybe some of your operating areas. Any potential for the long-term damage that may reduce consumption in the 2013? Or any thoughts on that or is that just still way too early?

Walter. We're not seeing any long-term issues there with the supply to our customers. And as Jeff said in his prepared comments, our employees did a tremendous job moving generators around to make sure that we continue with our service. But we don't see any impact really long-term in any water supply issue.

The one area Walter, may be like the barrier island, but that's such a small.

Yes, on the barrier island, we do believe we may have lost a few customers. Their homes were probably wiped out, but that's a very, very small percentage of our total customer base.

And our next question is from the line of David Paz with Bank of America Merrill Lynch.

Just a question actually just to follow up on the previous question regarding rate cases. Should we kind of think about the incremental revenue in '13 being effectively from what you were awarded in '12 and of course, the DSICs?

Well, remember, first, we'll go into detail when we're going to give guidance in February. We've got rate cases. As we've said, there'll be 2 more filed this year, and there will be some rate case activity next year, but most of them take a bit of time to get processed. So I think as you look at that, you can kind of time out. Because any case that's going to be filed in April or May next year, is not -- you're going to have minimal, if any, impact on 2013.

And also to remind you, we will continue to do the DSIC filing, which we will have in Pennsylvania, Missouri and other states. As well as for the first time, we will have that filing in New Jersey.

Okay. And speaking of the DSICs, how it relates to CapEx, I think in your -- maybe in your release, you said for '12, you expect $925 million of CapEx. But in '13 still your typical $800 million to $1 billion range, is that correct?

That's correct, and we'll give more guidance on that number when we do our guidance for 2013. But it will be within that range.

It will be in that range. Okay. Oh, and the last question, just on sales. I apologize if you gave this earlier, but do you have a sense of how weather-adjusted sales were on a percentage basis, excluding the New York acquisition, so if we were just looking year-over-year, particularly residential?

Yes, the New York acquisition would not have impacted that by quite a bit. New York, as a whole, is in that other category, when you look at somewhere below probably 3% or even less of our revenue as a company.

And that's all of New York.

That's all of New York.

Okay. So then weather-adjusted sales in the residential?

It's not that much. It wouldn't impact that percentage increase by very much at all.

Okay. But I'm sorry. So what is the actual percentage increase weather-adjusted at residential level?

We talk about it on a total. And if you'll remember what we talked about was the impact on EPS, is between $0.13 to $0.16.

Okay. And so you're -- and in terms of customer usage it's still, excluding weather, you're still about 0.5% and 1.5% annual decrease, is that fair?

Yes, it varies by state. But that's the correct. That's an average.

And our next question comes from the line of Heike Doerr with Robert W. Baird. Heike M. Doerr - Robert W. Baird & Co. Incorporated, Research Division: I wanted to go back to this topic of regulation. Jeff, when you first joined American Water, you had talked about on a more macro level changing kind of the fundamental structure. I wonder if you could give us an update on how you see the receptiveness of commissions regarding some of these mechanisms like addressing declining consumption. And as you a look out into 2013, '14, are there states that you have targeted to expand, things like DSIC?

Well, I think, by and large, there has been receptivity, and it's the different kinds of things. I mean, we've filed in virtually every proceeding, and in some cases, it shouldn't be in a rate case it needs to be in a different type of proceeding to address declining use. Or to address mechanisms to encourage the investment of capital without a regulatory lag so that we can do the things that's needed on the infrastructure side. So I think, by and large, they're always -- there's hesitancy about doing something that they haven't done before, even if it's being done somewhere else. We are seeing improvement in people thinking about future test years. We had legislation passed, so that's facilitated in Pennsylvania. We have good success in that in Illinois. So I -- it's never what you want it to be, Heike, but it's I think most commissions are moving in the right direction. Let me put it that way. And are there certain jurisdictions that we have targeted for different things? Yes. That's something that we talked to the commissioners about first, but that's -- we certainly have a plan about the next set things that we want to get done. Heike M. Doerr - Robert W. Baird & Co. Incorporated, Research Division: Okay, that's helpful. And is there any way for you to quantify for us what kind of opportunity exists in the Marcellus for additional projects like the one you announced this quarter?

What gas price? I mean, that's the problem. Heike M. Doerr - Robert W. Baird & Co. Incorporated, Research Division: It can't hurt to ask, right?

Yes. Right. I wish that we knew the answer. I mean, what we're pleased about is that we have not one but multiple drillers that are interested in working with us on the kind of approaches that we -- these regionalization approaches, as well as ongoing discussions on more directed specific kinds of projects that will either be associated with cleanup of produced water or on the provision of significant water for drilling. But it's a very difficult one to predict.

[Operator Instructions] Our next question is a follow-up from Michael Roomberg. Michael G. Roomberg - Ladenburg Thalmann & Co. Inc., Research Division: I just wanted to touch on the Allentown contract. You guys were recently approved as bidders, and I think that they've gone ahead and are allowing bids to be submitted. I'm just wondering, first of all, when the kind of timeline that you expect this to play out. Obviously, it's not exactly clear, I'm sure even for you. And then secondly, I just wanted to kind of pick your thoughts a bit about what will be the key criteria that you think the city will be looking at and how you are competitively positioned to win that bid.

Well, frankly, those are great questions, Michael, for you to ask them. It's the schedule -- they have a -- there's a form of contract, but they haven't issued the RFP beyond the qualification stage. So until you get that, it's a little difficult to understand the schedule. I think in their eyes, it's a value question. It's what are they're going to get as cash upfront for the system for someone to operate those systems? We see some opportunity to improve operations in those systems, but they're not terrible systems. They've done a reasonable job. They've got a capital constraint. So I think prices, as you would expect, is going to be a significant issue. But that's about all I can say at this stage as we're still working through our strategy, and part of it is depending on what the criteria are that are in the RFP. Michael G. Roomberg - Ladenburg Thalmann & Co. Inc., Research Division: Right. I mean, just not to belabor, I mean, but do you think that other criteria, being a public company or having a certain credit quality or capitalization structure or even just your local regulated footprint, will kind of be a factor?

I have no doubt that other criteria will be taken into account. I don't think that -- these decisions are -- they are multi-faceted because it's a long-term decision. How they will weigh those factors, we can't really judge or comment on because it's they're waiting. But I do believe that they will be cognizant of the other factors.

And we're great guys. Michael G. Roomberg - Ladenburg Thalmann & Co. Inc., Research Division: Right, right. okay. From a bigger picture perspective, does this represent a potential model, if you will, of course, if it's successful to kind of realize the long elusive dream of the water utility industry to kind of grow the privatized footprint?

Well, Michael, it is a model. It is one of a couple that we are seeing more frequently in the market. And I really think that we're going to see some diversity in the models that can be applied to the municipal side. This is one that we do believe in. We think it's got some power. I think there's been some challenges, for example, the city originally felt that the state was going to regulate price. They've now been advised by the General Counsel that the state will not do that because the ownership of the system is still with the city. So I think that changes a little bit of the emphasis about who will play and who's got what, just because of the business strategies. So it will vary by state to state. But I think it clearly is a model that will have some legs.

And I'm showing no further questions. I'll turn the call back to Mr. Sterba for closing remarks.

Well, I just thank you all again for joining us, and I know you joined us in thoughts and concerns for the folks affected by the hurricane. And we look forward to seeing you. If we don't see you before Thanksgiving, have a great holiday.

Ladies and gentlemen, this concludes our conference for today. We thank you for your participation. You may now disconnect.