Travis Meyer - Director, Investor Relations Robert Rowe - President and Chief Executive Officer Brian Bird - Vice President and Chief Financial Officer Heather Grahame - Vice President and General Counsel John Hines - Vice President, Supply Kendall Kliewer - Vice President and Controller

Brian Russo - Ladenburg Thalmann Jonathan Reeder - Wells Fargo

Thank you, Jennifer. Good afternoon and welcome to NorthWestern Corporation's financial results conference call and webcast for the quarter ended September 30, 2013.

NorthWestern's results have been released and the release is available on our website at www.northwesternenergy.com. We've also filed our 10-Q after market, yesterday.

If you're joining us on this call via webcast and you joined early, you may want to refresh your browser, if you aren't seeing the introduction slide. Joining us on the call today are Bob Rowe, President and CEO; Brian Bird, Vice President and Chief Financial Officer; Heather Grahame, Vice President and General Counsel; Kendall Kliewer, Vice President and Controller; John Hines, Vice President of Energy Supply; and myself Travis Myers.

Before I turn the call over for us to begin, please note that the company's press release, this presentation, comments by presenters and responses to your questions may contain forward-looking statements. As such I need to remind you of our Safe Harbor language.

During the course of this presentation there will be forward-looking statements within the meaning of the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements often address our expected future business and financial performance, and often contain words such as expects, anticipates, intends, plans, believes, seeks, or will.

The information in this presentation is based upon our current expectations as of the date hereof unless otherwise noted. Our actual future business and financial performance may differ materially and adversely from our expectations expressed in any forward-looking statements.

We undertake no obligation to revise or publicly update our forward-looking statements or this presentation for any reason. Although our expectations and beliefs are based on reasonable assumptions, actual results may differ materially.

The factors that may affect our results are listed in certain of our press releases and disclosed in the company's public filings with the SEC. Following our presentation, those who are joining us by teleconference will be able to ask questions.

The archived replay of today's webcast will be available beginning at 6:00 PM Eastern Time today and can be found on our website under, Our Company, Investor Relations, Presentations and Webcasts. To access the audio replay of the call, dial 888-203-1112, then access code 8605196.

Again that's access code 8605196. I'll now turn it over to our President and CEO, Bob Rowe.

Thank you, very much. And thank you all for joining us.

As those of you who participate in these calls regularly know we always move our Board of Directors meetings around to different locations in our service territory. This week we are in Great Falls, Montana.

And I'm going to tell you just a word or two about where we are. Great Falls sits where the Missouri River comes heading north out of the Rocky Mountains, out of the gates of the mountain.

Then eventually of course heads east and then south into our South Dakota service territory. That when Lewis and Clark came to here, well over 100 years ago, they ran into a five enormous waterfalls.

And it was the most challenging part of their trip by far, ultimately they had to portage around the falls that took about a month, and that prickly pears tore up their moccasins. But as bright people many years later figured out, it's a tremendous place to build hydroelectric dams.

And although this board meeting was scheduled, literally several years ago to be here, it was a wonderful coincidence that we were announcing the acquisition of the hydroelectric facilities in Montana just a couple of weeks ago, and we're meeting here in Great Falls, which has so much history on our electric system, and where several of those key facilities are located. So as it's always the case, we started the week with a community meeting, extraordinarily well attended by community leaders and citizens.

And there was just a tremendous amount of enthusiasm in the community for our announced purchase of the facilities. And then we continued with the board meeting this morning, had a great breakfast meeting with the Great Falls division employees and will be concluding a week with an employee call, shortly after this call concludes.

As most of you know, our most significant activity for the quarter was on September 26, when we announced the $900 million purchase of the 11 hydro facilities and storage reservoir. We've continued to make a lot of progress with that project and I'll comeback and talk about it in more detail.

Most notably, we did have a very substantive, informative, well-attended meeting, informational meeting concerning the project with the Montana Public Service Commission on October 18. This Tuesday, the Montana Commission took one of two key actions to allow our acquisition, of what we're calling, the South Bear Paw gas production fields to move forward.

They've granted a waiver from a, what we refer to as, our bankruptcy stipulation that allows us to own those facilities. And they have the next key work session schedule for next week.

We'll comeback and talk about that. The board declared a dividend of $0.38 payable on December 31, of this to shareholders of record as of December 13.

Most of you know how important corporate governance is to NorthWestern and to our board and to all of us on the executive team. There are couples of things I want to highlight there too.

First, we were thrilled to have finally caught our way on to the Public Utilities Fortnightly best 40 energy companies. And that's significant, because the recognition is based ultimately on sustainable growth, on four years of very solid performance, and the article highlighting our addition to the top-40 recognized by the remarkable record that was.

And if you haven't read it, I recommend the article to you. There is a great interview with our Chief Financial Officer, Brian Bird.

A couple of other corporate governance highlights. We have for the second year in a row been recognized as a finalist by Corporate Secretary, the Governance, Risk and Compliance Organization.

It's one of the five best proxy statements in the small and mid-cap category with a number of other boldface names in the world of corporate governance. And I was personally really pleased to be recognized by Corpedia, which is an affiliate of the New York Stock Exchange, an A for our overall ethics and code of conduct program, placing us on the top 2% of all energy and utility companies reviewed.

So although we are focused on project execution that comes from a position of strong corporate governance, good financial controls and great transparency, we're excited about our role as corporate citizens. Again that was on evidence of the great Community Meeting two nights ago.

And we will come back and talk more, again about the various aspects of the hydro transaction. And with that I hand it over to Brian Bird.

Thanks Bob. In terms of our summary of financial results for the three months ended September 30, 2013, our net income was $15.6 million, were $19.4 million higher than last years $3.8 million loss.

Pre-tax income for that period was $17.5 million, nearly $30 higher than the same quarter last year. Two large items did impact last year's third quarter results.

The first being $11.4 million Dave Gates Generating Station revenue deferral associated with the FERC ALJ decision. And also a $24 million MSTI impairment charge we took in the third quarter last year.

More discussion on the components of our third quarter results will be on slides as follows. On the Slide, we also do show our nine months results, ended September 30, 2013.

Here we have net income of $67.9 million or approximately $28 million higher than the $39.7 million for the three quarters ended September 30, 2012. The main drivers for our results year-to-date 2013 are, for gross margin we are up about $30.5 million from added gas production; Spion Kop and takes into the consideration the Dave Gates Generating Station deferral last year; we are also have higher electric and gas transmission capacity this year; increased gas volumes; and also takes consideration the natural gas rate increase we had in Montana.

Regarding operating expenses, they were down approximately $2.6 million. We did have increased operating, general and administrative expenses, property taxes and depreciation, but they were more than offset by the $24 million MSTI impairment that occurred in 2012.

These items result in a $33 million improvement in operating income 2013 versus 2012. This combined with the $3.7 million increase in other income, offset by $1.4 million increase in interest expense, result in a $35 million improvement in pre-tax income.

Income taxes were $7 million higher than last year due primarily to higher pre-tax income, partially offset by increased flow-through deductions in PTC's from Spion Kop. Accumulative impact of all these changes results in a $28 million improvement in net income, for the nine months, we just mentioned a minute ago.

Moving on to focusing on the third quarter. The gross margin for the three months ended September 30 gross margin in 2013 was $158 million compared to $142.9 million in 2012 or $15.1 million increase, approximately 10.6% increase.

The increase was due mainly to the following factors; we did have approximately $13 million increase in electric gross margin. Another three primary drivers for that were, of course, we did not have the DGGS revenue deferral this year, that $11.4 million deferral was in the third quarter of 2012.

Another reason for the increase this year was that we had $5.8 million of higher DSM lost revenues recognized. Those were partially offset by $3.5 million lower retail volumes due to cooler summer whether and reduced customer irrigation.

That's on the electric gross margin. On the gas side, we were up, an increase of about $2 million.

The two primary drivers there was in the gas production margin, primarily due to the Bear Paw acquisition in the third quarter of 2012 and the Montana natural gas delivery rate increase in April of 2013. That also was $1.2 million improvement.

Moving on to operating expenses. In 2013, for the quarter our operating expenses were $126.6 million compared to 2012 of $138.4 million and variance is a decrease on a year-over-year basis of $11.8 million or 8.5% improvement.

The decrease is due mainly to the following factors; first and foremost, $24 million decrease due to last year's MSTI impairment in the third quarter of 2012. That was offset by a $9.4 million increase.

And operating, general and administrating expenses, we listed those there for you, but capturing the large ones there. Obviously, as we have mentioned, we were going to be spending more DSIP this year and we have $3.3 million for the quarter.

We did have hydro transaction-related legal and professional fees during the third quarter; higher labor, higher plant operating costs and with rising share price, our non-employee directors deferred comp has increased for the quarter. Those were partially offset by our lower pension expenses, $3.1 million for the quarter versus the prior year.

We also did have a $1.2 million increase in property taxes and a $1.6 million increase in depreciation expense for the quarter. Now, at the operating income level, $31.4 million versus $4.4 million last year below that, the improvement is primarily due to the value of deferred shares and director compensation, which went up due to rising stock price.

Again, this benefit is offset by an equivalent offsetting increase in operating expenses that shows up in the other income line there. Other than that, income tax expense increased approximately $10 million due to the increased pre-tax income on a year-over-year basis.

Again, and all-in-all, the resulting impact of all of these changes has resulted in net income for the quarter of $15.6 million or $19.4 million higher than the $3.8 million loss in Q3, 2012. Now, move your attention to the balance sheet.

Not much to note there really, other than total asset growth is mainly due to the additions to PP&E. Our total debt actually declined since yearend 2012.

We did issued some shares on our equity program, of course during the year. But our shareholders' equity actually broke through the $1 billion mark this year and is up $17 million during the year from the combination of those share issuances and of course the retained earnings contribution.

At the bottom of the page, we do show a debt-to-capitalization ratio. We're currently at 53.6%, which is down from 55.8% at the yearend 2012.

And our debt-to-cap usually approaches in the middle of our targeted range of 50% to 55% at this point in the year. We do expect that ratio push back up to approximately 55% by yearend as we plan to close on the South Bear Paw or Devon transaction.

We also see typically see higher cash outflow or increase commodity purchases to meet higher customer loads in the fourth quarter. Moving on to the cash flow statement.

Cash flow from operation is approximately $171 million through the first nine months of 2013 or $51 million worse than the same period of 2012. And the primary drivers for this decrease are due to timing of collection of receivables and the payment of supply cost.

We do expect at yearend that we'll be closer from our cash flow from operations on a year-over-year basis. Cash used in investing activities was $150 million or approximately $25 million less than the same period last year.

This was primarily due to the Bear Paw North or NFR natural gas reserves purchased last year. Cash used in financing activities was approximately $20 million, which was comprised of $44 million in equity raised through our dribble program; $43 million paid in dividends and $20 million in debt repayments.

Moving on to our 2013 earnings guidance. First and foremost, we are reaffirming our 2013 guidance of $2.45 to $2.60 per diluted share.

The midpoint of that guidance is $2.53 and that is a 6.5% increase over our non-GAAP adjusted EPS of $2.37 last year. Below our guidance, we do list our assumptions.

And one additional assumption I should notice on a going-forward basis, we would expect to exclude any hydro acquisition-related expenses. On a adjusted EPS schedule, to give you an idea on how we're doing on both a GAAP perspective, on a year-over-year basis and on an adjusted diluted EPS, and we do show you on the Q3 up there, our GAAP EPS is $0.40.

We did have three normalizing adjustments for the quarter. First, we'd remove $0.02 for favorable weather, that's favorable weather versus normal.

You may also note, when you compare year-over-year, we actually had worse weather on a year-over-year basis, but it was $0.02 favorable versus normal. We'd also add-back $0.05 for hydro transaction-related expenses; and we'd removed $0.04 for the DSM loss revenue recognized during the quarter that related to 2012.

Netting these three items, results in a $0.01 reduction in GAAP EPS to $0.39 on a non-GAAP adjusted basis or a $0.03 improvement over the 2012 adjusted Q3 EPS. For all three quarters in 2013, we have seen improved results as compared to the same quarters in 2012 on both the GAAP and non-GAAP adjusted EPS basis.

Our total non-GAAP adjusted year-to-date EPS in 2013 is a $1.75. We can repeat our $0.78 per share for the fourth quarter in 2013, like we did in 2012, we will hit the $2.53 midpoint of our 2013 guidance.

Moving on 2014 earnings drivers and don't want to get peoples hopes up in terms of providing guidance, we'll give a little bit more detail on this EEI. We'll give our full 2014 guidance in February, but first, sneak peak at potential earning drivers for 2014.

Obviously, we will anticipate additional hydro transaction-related expenses during 2014, and of course, with the hope of an approval from the Montana Commission, hopefully we'll have a potential income offset for those expenses in 2014. In addition, we hope to close on the Bear Paw South transaction yet here in 2013, obviously a full year effect of that in 2014.

We do expect organic volumetric electric and gas load growth. We would have a full year of the 2013 Montana natural gas rate case results.

A full year of depreciation, when adjusted rates from our depreciation studies, we did have three quarters of that benefit in 2013. And increased operating, interest depreciation in property tax expected with the growing business.

And lastly, we do expect upward pressure on income taxes -- income tax rates I should say with the expected elimination of bonus depreciation in 2014. And with that, I'll pass it back over to Bob.

Thanks, Brian. And that was a nice little teaser for the year EEI Financial Conference and we do hope to see you folks there.

I'm going to start with one of our recurring subject, the FERC DGGS decision. Let me preface that by saying that the Dave Gates Generating Station, as most of you know, is regulating resource based in Montana and it is providing 100% of the regulation needs for our Montana Balancing Authority.

The issue, as I have to go in back now over a year, to September '12, FERC Administrative Law Judge issued a non-binding decision, allocating only a fraction of the amount of revenue that we believe should be allocated to FERC jurisdictional customers. The FERC commissioners are not obligated to follow any of the Administrative Law Judge's finding.

As you know, we did file a request for reconsideration many months ago and are still awaiting a decision from the commission. Once we receive the decision, if we disagree, with all the part of it, we may pursue our rights through the U.S.

Court of Appeal and that could extend the matter even longer. We've deferred cumulative revenues of $22.5 million, as of September 30, and we continue to defer revenue of about $700,000 a month.

And we'll continue to bill our FERC jurisdictional customer's interim rates that have been in effect now since January '11, and these interim rates are subject to refund plus interest. Again, most importantly the plant is providing all of our regulation resources and has proved itself as a good asset.

Staying with some of our regular supply updates and turning to environmental compliance activity. Big Stone, as most of you know, we own 23.5%, it's a 475 megawatt coal plant.

We've been describing our efforts in the air quality control, area concerning SOx, NOx and particulates, and are now in the construction phase of our compliance activity there through September. Now we've capitalized about $28 million related to our share of this project.

The project cost overall is about $405 million, and our share would be a total of $95 million to $110 million, including AFUDC and overheads. We expect the project is on schedule, great work on project management and we expect it to be completed by April 2016, which is the compliance deadline.

Generally, but with a smaller interest at Neal 4, there we own about 8.7% of a 644 megawatt coal plant and that project also is well underway. Through September 30, we've capitalized about $21 million already to this project and we expect our all-in cost would be $25 million to $30 million, again including AFUDC and overheads and that project will be completed next year.

Turning to our gas production acquisition in Montana. This has been a great success story I think and it's going to continue to provide very long-term benefits for our customers.

We are pending the acquisition, what we're referring to as Bear Paw South. And there we entered into an agreement in May 2013 to purchase 64.6 Bcf proven reserves along with an 82% interest in the Havre Pipeline Company for total of $70 million.

As I mentioned, the regulatory waiver, necessary due to a stipulation in the bankruptcy case many years ago. It was filed in June with the commission and that was acted on just this week.

And the Havre Pipeline has submitted applications to the Montana Commission to approve the sale. We understand that the commission will be considering that next week.

We aren't seeking pre-approval from the commission for acquisition of the gas reserves themselves as a closing condition. And upon closing we anticipate using our natural gas tracker to recover the costs of gas in a manner similar to what we did at Battle Creek and initially at Bear Paw, what we're referring to as Bear Paw North.

The 20-year levelized price is about $4.10 per dekatherm. Based on 2013 estimates, the transaction is expected to increase our own supply for our Montana retail customers from about 9% up to 37%.

And we are still committed to a close during the fourth quarter of this year. So in terms of our requirements to serve our Montana retail gas customers, we still have about 13% unfilled position with a goal to reach about 50% owned supply to serve our natural gas customers.

We are interested certainly in further opportunities to procure perhaps an additional 3 Bcf to 4 Bcf to provide fuel at Dave Gates Generating Station and also potentially our leased Basin Creek facility. And again, the goal there would be to provide price stability for our electric customers served by natural gas generation.

Down at the bottom of Page 21, we've got a nice summary of the three major transactions we've entered into, and then a depiction of what our portfolio looks like focusing on, again, the target 50% retail load that we would like to serve by owned resources. Turning into the distribution side, and the Montana distribution system infrastructure project is one of the things that we are really most excited about.

I mentioned we're in Great Falls. Montana today, the Great Fall division is a big structural territory that runs quite a ways north, a little bit west, in quite a ways east, out of Great Falls to big area, a lot of exposure to the elements.

Meeting with our employees here in Great Falls this morning, it was just an awful lot of energy and enthusiasm about what we're doing in both our natural gas and our electric systems. As most of you know, the goals of the program are to reverse the trend in aging infrastructure, maintain our reliability, proactively manage our safety programs, build capacity into the system where we need it.

And we are seeing capacity needs on our system, as growth has picked back up in a number of areas and to prepare our network for the adoption of new technologies. We're very pleased with the great project management that our team has been doing, with the accomplishment so far and certainly with the support that the program is receiving from policymakers and from customers At the bottom of Page 22, you've got a table that provides the CapEx and O&M for electric, gas and total project.

As you know, we had an accounting order covering the O&MPs for the first two years. This is our first year in full production and both our crews and contract crews are fully engaged and doing a great job.

Turning back to supply. You may have heard that we have entered into an agreement with PPL Montana to acquire their hydro assets, as I mentioned at the top of the call, something we are very, very excited about.

I do want to start by saying that PPL has been very good steward of these assets. They've invested significantly in the assets during their ownership and have really played a good role in the community.

After we announced this transaction, I got a card from a former, actually from a former Montana Power employee, who quoted, one of my great predecessors, Paul Schmechel, and Mr. Paul Schmechel said, his strategy about cars and everything else was, buy used for that's in good shape and invest to keep it in good shape.

And I think that's really what we are doing with this transaction. We really organized our strategic activity, tie it back to our mission and vision statement.

And as you see on Page 23, we believe this is a transaction that makes sense from multiple perspectives. We're acquiring clean, reliable, long-lived generation.

Again those waterfalls that caused challenges for Lewis and Clark 200 years ago, and where the dams are build about a 100 years ago. And there really is no better resource, we think for the next 100 years, because these will be dedicated to serve our customers with cost-based rates, after an initial rate adjustment probably about 5% from what rates are today.

This will be a very stable part of our overall portfolio in Montana. And we very nicely match our load requirements, light load in particular, with our own generation.

We'll increase our fuel diversity in Montana, that will be about 50% hydro or wind, with the stability that our coal assets provide, and again Dave Gates has a regulated resource. We'll continue to evaluate the needs on top of this acquisition.

Our supply team continues with its overall efforts around the assets. I mentioned the great community interest we have and we take our role, every community that we serve, very seriously.

Most of the communities, where these assets are located are already in areas where we have a strong presence and we'll be reinforcing that presence. We do expect to acquire 70 or more great employees from PPLs Montana hydro operations and are looking forward to them and our team really meshing.

We've established a strong transition team, great leadership there from among our NorthWestern employees with an awful lot of depth on the hydro side. From an investor perspective, these assets will be added to rate base, should accretive in the first full year of operations and we expect to maintain or in fact enhance our credit profile.

But we think these are the right assets and it's the right time for a transaction such as this, essentially no development risk. In contrast, virtually any other new-build project located right in the heart of our service territory, next to the T&D assets that we acquired from Montana Power to about three years after PPL acquired the dams, are in great fit to our portfolio, as I mentioned a wonderful match with our off-peak needs.

And our supply team is continuing with the analysis of the site banking that we actually manage to work through in 2013. So we have an array of options we'll be looking at in the future, but our focus right now is on the essential regulatory process, next nine or 10 months or so, and then integrating these assets into our system.

Again, from environmental perspective, we think our fleet in Montana is in just a great position. No fuel costs, very high levels of reliability, great history of reliability at these assets and buying them at a very favorable time in terms of commodity prices.

In terms of financing. This transaction, we plan to close into permanent financing with approximately $450 million to $500 million in debt and up to $400 million of equity, and then $50 million from free cash flows.

If capital market access is limited, we do have the option of closing into a $900 million committed Bridge Facility with Credit Suisse and BofA Merrill Lynch. So again lots of activity in every part of the business, supply, gas, electric, transmission, distribution, all the customer care functions.

I am very pleased with where we sit at the end of this quarter. And now we will open up the lines for your questions.

Just Slide 25, the financing strategy. So up to $400 million of external equity, how are you calculating the $50 million of free cash flows?

Brian, you want to provide some more color on that.

The issue is each year, as you know, we put out cash flow from operations and we're not obviously utilizing all of that to finance the capital we have. We usually have excess free cash.

So a component of that free cash flow will be allocated to this project.

And then, on the 2014 drivers, just no mention of the Montana electric rate case or it's kind of base case scenario that you won't file?

Our regulatory focus is going to be in Montana on the pre-approval filing for the acquisition of the hydros.

Are you confident or comfortable that you can earn close to your allowed returns without the electric rate case?

At this point, I think so. That's something obviously we evaluate at the start of every year.

And I know I have misunderstood you earlier, but you mentioned that cost associated with the hydro transaction, you hope to offset them with income. I'm a little confused.

Will there be any regulatory lag from when these assets are acquired versus when you seek recovery or is it going to be pretty much simultaneous?

We will incur hydro-related legal and professional fees throughout the year. There will be even amortization, if you will, of the Bridge financing upfront cost associated to that.

So those costs will be incurred throughout all of 2014. The comment I made is, hopefully we have income, of course, to offset that.

And that means that we have a favorable regulatory commission and thus approval of the transaction and once that approval is received, it would be our expectation that the asset be put immediately into rate base that we would be earning on those assets. And so when I said, hopefully having income to offset those expenses, I meant was a favorable transaction outcome and approval.

And then just lastly again back on the financing plan. If you were to issue, I mean if the mix is $400 million of external equity and $500 million of debt, does that put you kind of at the low-end of the 50% to 55% debt target ratio or at the high-end?

And any color on that?

I'll put it in this context. You can't ignore the fact that we continue to have earning contribution and impacts the equity portion of our balance sheet.

But our view is we're going to finance this transaction very close to our stated capital structure, at certainly within the 50% to 55% debt-to-capital we have the company, but very close to capital structure that we utilize in Montana today.

And was that 52-plus percent?

In that ballpark to 52% debt.

One question regarding, I guess MPSC or MPSC's approval for the Havre pipeline. In the Q, you're saying that you need to get, I guess agreement extended with Devon Energy and everything, is there any reason to believe that that wouldn't get extended or anything like that that being obstacle to getting the transaction completed?

We're very comfortable with where we sit with Devon right now. And I think Montano Commission understands the importance of the timely outcome there.

So it's just, I guess they weren't expecting to need approval and that's what's kind of pushed them back, but everyone is still on board?

It's on board.

And then also in the Q you had said that I guess the Public Service Commission express concern with the policy of continuing to allow DSM lost revenue recovery and that I guess the burden of truth is now on NorthWestern to justify it. Can you kind of I guess go into a little detail what brought this about and is this going to be potentially like an $8 million or roughly $0.12 kind of annual negative impact, if that's no longer valid?

A little bit of history there. The lost revenue adjustment mechanism wasn't approved by a previous commission.

So this commission hasn't really had an opportunity to look at it from a policy perspective. We're looking forward to actually seeing the final order from the commission and what their specific language is.

We would want to get the LRAM, the lost revenue adjustment mechanism, framed as a formal issue for the commission's consideration and for all parties to comment on as early as possible and that could be as an issue parities have called on to address in the current. In the current tracker it could be as a standalone item.

So I personally understand that commissioner's interest in having a careful look at the subject. That said, first of all we consider cost-effective demand side management to be a great resource, cost-effective demand side management.

And we believe we have to have a set of policies in place that support acquisition of that resource. The LRAM or various other mechanisms is an important part of that.

So we consider LRAM or something like that, in some states it's decoupling, in some in states it's moving more towards a fixed variable rate structure to be extremely important.

I think I'd add to that, Jonathan. I think on a going forward basis, I think we'd expect to see, let's say, '14 versus '13, we'd expect to see DSM revenues to be equivalent, but we wouldn't expect to see any increase in DSM lost revenue, if we capture, if you will, on year-over-year basis.

And I will also want to caveat that we do not the have a final order yet on this matter.

So how would that work, I mean, if they, let's just say, we're just to strike it completely. And then, I guess, you lose recovery of that revenue that just kind of a regulatory lag that you'd have to wait to pickup until the next rate case.

And then going forward any I guess additional clean energy efficiency or conservation would continue to kind of beat out your own returns until the next rate case picks up with the new sales kind of levels, is that how we look at it?

I think let's just put in this context, anything that wasn't recoverable, we would have to deal with that in the next rate case, that readjust if you will, our lost revenue from a DSM at that point in time, reset that.

And there is some confusion in the press, just is that the distinction between recovering the direct costs for the programs and then recovering the revenue that's lost, as a result of the programs, the effectiveness, there was some discussion at that commission, the likelihood of it is coming in for more frequent rate case. And we've talked about that in the past, that as I mentioned just a few moments ago, we are hopeful and as we have tried of manage costs for our customers, it's a preferable that we can stay out through good management of the business, through favorable tax results we've been able to receive on the federal side, through the deprecation adjustment.

Those at least give some us some comfort where we sit right now going into next year, and again focus on the hydro acquisition, so an unintended consequence of eliminating the lost revenue adjustment that could be more frequent cases. And again, our investment is in the regulated utility business, that's where we put our capital, that's where we put our assets and serving our customers.

We want to be able to continue that focus.

And the reason for the more frequent rate cases would be just kind of truing up the appropriate sales level, is that correct, Bob?

Yes, and that's kind of a lag situation that you're question suggested.

Brian, I don't think you mentioned it. But do you still plan to take down the remaining portion of the $100 million equity by yearend?

We will continue to utilize that facility. I won't commit to how much we'll use by yearend.

Is that dependent all upon the closing of the Bear Paw South? Is that what the impact in the timing at all there?

I would say, obviously, we're trying finance these transactions in line with expected long-term capital structure, so it would be a fact.

And then the effective tax rate for 2014 versus the 12% this year, any indication where we might be or is that something just to hang on until?

Jonathan, you have to give us something to talk about on EEI, but we'll give you guidance range at EEI on that matter.

Well, I'm surprised, you said for your guidance that the true range wouldn't be until February, are you going to release that at your Analyst Day?

We're just going to take in to increase a 10, maybe that's when we'll do it, Jon.

And then, I guess in line with the guidance and with Brian's question. So I guess, in Q3, you excluded the transaction cost for reaching the hydro agreement.

But I guess in 2014, you plan on including I guess whatever ongoing transaction cost until it closes within your range?

That's a great question. Thanks for bringing it up.

Just to clarify, we will be consistent. And we do expect to incur, of course, those cost, but we would exclude those from our adjusted EPS numbers.

Just for a comparison purposes if you will '14 versus '13.

Great. Well, thank you all very much.

And I'll join Brian and looking forward to seeing you at the EEI Financial Conference and at Analysts Day in December. Thanks very much for your interest and support of company, and look forward to seeing you all soon.

Take care.