AWK 10-K Annual Report Dec. 31, 2017 | Alphaminr
American Water Works Company, Inc.
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AWK 10-K Fiscal year ended Dec. 31, 2017

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AMERICAN WATER WORKS COMPANY, INC.
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 7 Management S Discussion and Analysis Of Financial Condition and Results Of OperationsNote 19 Segment InformationItem 3 Legal ProceedingsItem 1A. Risk FactorsItem 7A Quantitative and Qualitative Disclosures About Market RiskItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 1A Risk FactorsNote 13 Income TaxesItem 1 BusinessNote 2 Significant Accounting PoliciesNote 6 Regulatory Assets and LiabilitiesNote 7 Goodwill and Other Intangible AssetsNote 14 Employee BenefitsNote 15 Commitments and ContingenciesItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataNote 1: Organization and OperationNote 2: Significant Accounting PoliciesNote 5 Allowance For Uncollectible AccountsNote 3: AcquisitionsNote 4: Property, Plant and EquipmentNote 5: Allowance For Uncollectible AccountsNote 6: Regulatory Assets and LiabilitiesNote 7: Goodwill and Other Intangible AssetsNote 8: Stockholders EquityNote 9: Stock Based CompensationNote 10: Long-term DebtNote 11: Short-term DebtNote 12: General TaxesNote 13: Income TaxesNote 14: Employee BenefitsNote 15: Commitments and ContingenciesNote 16: Earnings Per Common ShareNote 17: Fair Values Of Financial InstrumentsNote 18: LeasesNote 19: Segment InformationNote 20: Unaudited Quarterly DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 8 Financial Statements and Supplementary DataItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

3.1 Restated Certificate of Incorporation of American Water Works Company, Inc. (incorporated by reference to Exhibit 3.1 to American Water Works Company, Inc.s Quarterly Report on Form 10-Q, File No. 001-34028, filed November 6, 2008). 3.2 Amended and Restated Bylaws of American Water Works Company, Inc. (incorporated by reference to Exhibit 3.2 to American Water Works Company, Inc.s Quarterly Report on Form 10-Q, File No. 001-34028, filed August 5, 2015). 4.1 Indenture, dated as of October 22, 2007 between American Water Capital Corp. and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 4.4 to American Water Capital Corp.s Registration Statement on Form S-4, File No. 333-148284, and American Water Works Company, Inc.s Registration Statement on Form S-4, File No. 333-148284-01, filed December 21, 2007). 4.2 Indenture, dated as of December 4, 2009, between American Water Capital Corp. and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 4.1 to American Water Works Company, Inc.s Current Report on Form 8-K, File No. 001-34028, filed December 3, 2010). 4.3 Officers Certificate, dated December 15, 2010, establishing the 6.00% Senior Monthly Notes due 2040 (incorporated by reference to Exhibit 4.1 to American Water Works Company, Inc.s Current Report on Form 8-K, File No. 001-34028, filed December 15, 2010). 4.4 Officers Certificate, dated December 17, 2012, establishing the 4.300% Senior Notes due 2042 (incorporated by reference to Exhibit 4.1 to American Water Works Company, Inc.s Current Report on Form 8-K, File No. 001-34028, filed December 17, 2012). 4.5 Officers Certificate, dated November 20, 2013, establishing the 3.850% Senior Notes due 2024 (incorporated by reference to Exhibit 4.1 to American Water Works Company, Inc.s Current Report on Form 8-K, File No. 001-34028, filed November 20, 2013). 4.6 Officers Certificate, dated August 14, 2014, establishing the 3.400% Senior Notes due 2025 (incorporated by reference to Exhibit 4.1 to American Water Works Company, Inc.s Current Report on Form 8-K, File No. 001-34028, filed August 14, 2014). 4.7 Officers Certificate, dated August 14, 2014, providing for a further issuance of the 4.300% Senior Notes due 2042 (incorporated by reference to Exhibit 4.3 to American Water Works Company, Inc.s Current Report on Form 8-K, File No. 001-34028, filed August 14, 2014). 4.8 Officers Certificate, dated August 13, 2015, establishing the 4.300% Senior Notes due 2045 (incorporated by reference to Exhibit 4.1 to American Water Works Company, Inc.s Current Report on Form 8-K, File No. 001-34028, filed August 13, 2015). 4.9 Officers Certificate, dated August 13, 2015, providing for a further issuance of the 3.400% Senior Notes due 2025 (incorporated by reference to Exhibit4.3 to American Water Works Company, Inc.s Current Report on Form 8-K, File No. 001-34028, filed August 13, 2015). 4.10 Officers Certificate, dated November 17, 2016, establishing the 3.000% Senior Notes due 2026 (incorporated by reference to Exhibit 4.1 to American Water Works Company, Inc.s Current Report on Form 8-K, File No. 001-34028, filed November 17, 2016). 4.11 Officers Certificate, dated November 17, 2016, establishing the 4.000% Senior Notes due 2046 (incorporated by reference to Exhibit 4.2 to American Water Works Company, Inc.s Current Report on Form 8-K, File No. 001-34028, filed November 17, 2016). 4.12 Officers Certificate, dated August 10, 2017, establishing the 2.950% Senior Notes due 2027 (incorporated by reference to Exhibit 4.1 to American Water Works Company, Inc.s Current Report on Form 8-K, File No. 001-34028, filed August 10, 2017). 4.13 Officers Certificate, dated August 10, 2017, establishing the 3.750% Senior Notes due 2047 (incorporated by reference to Exhibit 4.2 to American Water Works Company, Inc.s Current Report on Form 8-K, File No. 001-34028, filed August 10, 2017). 4.14 Note Purchase Agreement, as amended, dated December 21, 2006, between American Water Capital Corp. and the purchasers party thereto (incorporated by reference to Exhibit 4.2 to American Water Capital Corp.s Registration Statement on Form S-1, File No. 333-145757-01, and American Water Works Company, Inc.s Registration Statement on Form S-1, File No. 333-145757, filed October 11, 2007) with respect to the 5.52% Series B Senior Notes due December 21, 2016, 5.62% Series C Senior Notes due December 21, 2018 and 5.77% Series D Senior Notes due December 21, 2021. 4.15 Note Purchase Agreement, as amended, dated March 29, 2007, between American Water Capital Corp. and the purchasers party thereto (incorporated by reference to Exhibit 4.3 to American Water Capital Corp.s Registration Statement on Form S-1, File No. 333-145757-01, and American Water Works Company, Inc.s Registration Statement on Form S-1, File No. 333-145757, filed October 11, 2007) with respect to 5.62% Series E Senior Notes due March 29, 2019 and 5.77% Series F Senior Notes due March 29, 2022. 4.16 Note Purchase Agreement, dated May 15, 2008, between American Water Capital Corp. and the purchasers party thereto (incorporated by reference to Exhibit 10.1 to American Water Works Company, Inc.s Current Report on Form 8-K, File No. 001-34028, filed May 19, 2008) with respect to the 6.25% Series G Senior Notes due May 15, 2018 and the 6.55% Series H Senior Notes due May 15, 2023. 10.1 Amended and Restated Credit Agreement, dated as of June 30, 2015, by and among American Water Works Company, Inc., American Water Capital Corp., each of the lenders party thereto, Wells Fargo Bank, National Association, as administrative agent, JPMorgan Chase Bank, N.A., as syndication agent, and Mizuho Bank, Ltd. and PNC Bank, National Association, as co-documentation agents (incorporated by reference to Exhibit 10.1 to American Water Works Company, Inc.s Current Report on Form 8-K, File No. 001-34028, filed on July 7, 2015). 10.2 Support Agreement, dated June 22, 2000, together with First Amendment to Support Agreement, dated July 26, 2000, by and between American Water Works Company, Inc. and American Water Capital Corp. (incorporated by reference to Exhibit 10.3 to American Water Capital Corp.s Registration Statement on Form S-1, File No. 333-145757-01, and American Water Works Company, Inc.s Registration Statement on Form S-1, File No. 333-145757, filed October 11, 2007). 10.3* Amended and Restated Letter Agreement between Loyd Warnock and American Water Works Company, Inc. dated May 7, 2014 (incorporated by reference to Exhibit 10.4 to American Water Works Company, Inc.s Annual Report on Form 10-K, File No. 001-34028, filed February 25, 2016). 10.4* Amended and Restated American Water Works Company, Inc. Deferred Compensation Plan, dated as of January 1, 2001 (incorporated by reference to Exhibit 10.9 to American Water Capital Corp.s Registration Statement on Form S-1, File No. 333-145757-01, and American Water Works Company, Inc.s Registration Statement on Form S-1, File No. 333-145757, filed October 11, 2007). 10.5* Nonqualified Savings and Deferred Compensation Plan for Employees of American Water Works Company, Inc. and Its Designated Subsidiaries, as amended and restated, effective as of January 1, 2009 (incorporated by reference to Exhibit 10.37 to American Water Works Company, Inc.s Registration Statement on Form S-1, File No. 333-155245, filed November 18, 2008). 10.6* Nonqualified Deferred Compensation Plan for Non-Employee Directors of American Water Works Company, Inc., as amended and restated, effective as of January 1, 2009 (incorporated by reference to Exhibit 10.38 to American Water Works Company, Inc.s Registration Statement on Form S-1, File No. 333-155245, filed November 18, 2008). 10.7* Amended and Restated American Water Works Company, Inc. Executive Retirement Plan, dated as of March 1, 2007 (incorporated by reference to Exhibit 10.8 to American Water Capital Corp.s Registration Statement on Form S-1, File No. 333-145757-01, and American Water Works Company, Inc.s Registration Statement on Form S-1, File No. 333-145757, filed October 11, 2007). 10.8.2* Amendment 2016-1 to American Water Works Company, Inc. Annual Incentive Plan (now known as the Annual Performance Plan), effective January 1, 2016 (incorporated by reference to Exhibit 10.14.2 to American Water Works Company, Inc.s Annual Report on Form 10-K, File No. 001-34028, filed February 25, 2016). 10.9* American Water Works Company, Inc. and its Designated Subsidiaries 2017 Nonqualified Employee Stock Purchase Plan (incorporated by reference to Exhibit 4.1 to the Companys Registration Statement on Form S-8, File No. 333-219682, filed August 4, 2017). 10.10.2* American Water Works Company, Inc. 2007 Omnibus Equity Compensation Plan 2012 Nonqualified Stock Option Grant for ML1 L5 Employees (incorporated by reference to Exhibit 10.2 to American Water Works Company, Inc.s Quarterly Report on Form 10-Q, File No. 001-34028, filed May 2, 2012). 10.10.3* American Water Works Company, Inc. 2007 Omnibus Equity Compensation Plan 2013 Nonqualified Stock Option Grant Form for ML2 L5 (incorporated by reference to Exhibit 10.13 to American Water Works Company, Inc.s Quarterly Report on Form 10-Q, File No. 001-34028, filed May7, 2013). 10.10.4* American Water Works Company, Inc. 2007 Omnibus Equity Compensation Plan 2014 Nonqualified Stock Option Grant Form for ML2 L5 (incorporated by reference to Exhibit 10.6 to American Water Works Company, Inc.s Quarterly Report on Form 10-Q, File No. 001-34028, filed May 7, 2014). 10.10.5* Amendment to the American Water Works Company, Inc. 2007 Omnibus Equity Compensation Plan 2014 Nonqualified Stock Option Grant Form for ML2 L5 (incorporated by reference to Exhibit 10.6A to American Water Works Company, Inc.s Quarterly Report on Form 10-Q, File No. 001-34028, filed May 7, 2014). 10.10.6* American Water Works Company, Inc. 2007 Omnibus Equity Compensation Plan May 2014 Nonqualified Stock Option Grant Form for Susan N. Story (incorporated by reference to Exhibit 10.1 to American Water Works Company, Inc.s Quarterly Report on Form 10-Q, File No. 001-34028, filed August6, 2014). 10.10.7* American Water Works Company, Inc. 2007 Omnibus Equity Compensation Plan 2015 Nonqualified Stock Option Grant (incorporated by reference to Exhibit 10.13.10 to American Water Works Company, Inc.s Annual Report on Form 10-K, File No. 001-34028, filed February 25, 2016). 10.10.8* Amendment to American Water Works Company, Inc. 2007 Omnibus Equity Compensation Plan 2015 Nonqualified Stock Option Grant (incorporated by reference to Exhibit 10.13.11 to American Water Works Company, Inc.s Annual Report on Form 10-K, File No. 001-34028, filed February 25, 2016). 10.10.9* American Water Works Company, Inc. 2007 Omnibus Equity Compensation Plan 2015 Nonqualified Stock Option Grant (for certain executives) (incorporated by reference to Exhibit 10.13.12 to American Water Works Company, Inc.s Annual Report on Form 10-K, File No. 001-34028, filed February 25, 2016). 10.10.10* American Water Works Company, Inc. 2007 Omnibus Equity Compensation Plan 2016 Nonqualified Stock Option Grant (incorporated by reference to Exhibit 10.1.1 to American Water Works Company, Inc.s Quarterly Report on Form 10-Q, File No. 001-34028, filed May 4, 2016). 10.10.11* American Water Works Company, Inc. 2007 Omnibus Equity Compensation Plan 2016 Nonqualified Stock Option Grant (for certain executives) (incorporated by reference to Exhibit 10.1.2 to American Water Works Company, Inc.s Quarterly Report on Form 10-Q, File No. 001-34028, filed May4, 2016). 10.10.12* American Water Works Company, Inc. 2007 Omnibus Equity Compensation Plan 2016 Restricted Stock Unit Grant (incorporated by reference to Exhibit 10.2.1 to American Water Works Company, Inc.s Quarterly Report on Form 10-Q, File No. 001-34028, filed May 4, 2016). 10.10.13* American Water Works Company, Inc. 2007 Omnibus Equity Compensation Plan 2016 Restricted Stock Unit Grant (for certain executives) (incorporated by reference to Exhibit 10.2.2 to American Water Works Company, Inc.s Quarterly Report on Form 10-Q, File No. 001-34028, filed May4, 2016). 10.10.14* American Water Works Company, Inc. 2007 Omnibus Equity Compensation Plan 2017 Restricted Stock Unit Grant (incorporated by reference to Exhibit 10.1.1 to American Water Works Company, Inc.s Quarterly Report on Form 10-Q, File No. 001-34028, filed May3, 2017). 10.10.15* American Water Works Company, Inc. 2007 Omnibus Equity Compensation Plan 2017 Restricted Stock Unit Grant (for certain executives) (incorporated by reference to Exhibit 10.1.2 to American Water Works Company, Inc.s Quarterly Report on Form 10-Q, File No. 001-34028, filed May3, 2017). 10.10.16* American Water Works Company, Inc. 2007 Omnibus Equity Compensation Plan 2016 Performance Stock Unit Grant Form A-1 (incorporated by reference to Exhibit 10.3.1 to American Water Works Company, Inc.s Quarterly Report on Form 10-Q, File No. 001-34028, filed May 4, 2016). 10.10.17* American Water Works Company, Inc. 2007 Omnibus Equity Compensation Plan 2016 Performance Stock Unit Grant Form A-2 (incorporated by reference to Exhibit 10.3.2 to American Water Works Company, Inc.s Quarterly Report on Form 10-Q, File No. 001-34028, filed May 4, 2016). 10.10.18* American Water Works Company, Inc. 2007 Omnibus Equity Compensation Plan 2016 Performance Stock Unit Grant Form B-1 (incorporated by reference to Exhibit 10.3.3 to American Water Works Company, Inc.s Quarterly Report on Form 10-Q, File No. 001-34028, filed May 4, 2016). 10.10.19* American Water Works Company, Inc. 2007 Omnibus Equity Compensation Plan 2016 Performance Stock Unit Grant Form B-2 (incorporated by reference to Exhibit 10.3.4 to American Water Works Company, Inc.s Quarterly Report on Form 10-Q, File No. 001-34028, filed May 4, 2016). 10.10.20* American Water Works Company, Inc. 2007 Omnibus Equity Compensation Plan 2017 Performance Stock Unit Grant Form A-1 (incorporated by reference to Exhibit 10.2.1 to American Water Works Company, Inc.s Quarterly Report on Form 10-Q, File No. 001-34028, filed May3, 2017). 10.10.21* American Water Works Company, Inc. 2007 Omnibus Equity Compensation Plan 2017 Performance Stock Unit Grant Form A-2 (incorporated by reference to Exhibit 10.2.2 to American Water Works Company, Inc.s Quarterly Report on Form 10-Q, File No. 001-34028, filed May3, 2017). 10.10.22* American Water Works Company, Inc. 2007 Omnibus Equity Compensation Plan 2017 Performance Stock Unit Grant Form B-1 (incorporated by reference to Exhibit 10.2.3 to American Water Works Company, Inc.s Quarterly Report on Form 10-Q, File No. 001-34028, filed May3, 2017). 10.10.23* American Water Works Company, Inc. 2007 Omnibus Equity Compensation Plan 2017 Performance Stock Unit Grant Form B-2 (incorporated by reference to Exhibit 10.2.4 to American Water Works Company, Inc.s Quarterly Report on Form 10-Q, File No. 001-34028, filed May3, 2017). 10.10.24* American Water Works Company, Inc. 2007 Omnibus Equity Compensation Plan 2010 Stock Unit Grant Form for Non-Employee Directors (incorporated by reference to Exhibit 10.3 to American Water Works Company, Inc.s Quarterly Report on Form 10-Q, File No. 001-34028, filed August4, 2010). 10.10.25* American Water Works Company, Inc. 2007 Omnibus Equity Compensation Plan 2011 Stock Unit Grant Form for Non-Employee Directors (incorporated by reference to Exhibit 10.2 to American Water Works Company, Inc.s Quarterly Report on Form 10-Q, File No. 001-34028, filed August3, 2011). 10.10.26* American Water Works Company, Inc. 2007 Omnibus Equity Compensation Plan 2012 Stock Unit Grant Form for Non-Employee Directors (incorporated by reference to Exhibit 10.1 to American Water Works Company, Inc.s Quarterly Report on Form 10-Q, File No. 001-34028, filed August2, 2012). 10.10.27* American Water Works Company, Inc. 2007 Omnibus Equity Compensation Plan 2013 Stock Unit Grant Form for Non-Employee Directors (incorporated by reference to Exhibit 10.1 to American Water Works Company, Inc.s Quarterly Report on Form 10-Q, File No. 001-34028, filed August7, 2013). 10.10.28* American Water Works Company, Inc. 2007 Omnibus Equity Compensation Plan 2014 Stock Unit Grant Form for Non-Employee Directors (incorporated by reference to Exhibit 10.5 to American Water Works Company, Inc.s Quarterly Report on Form 10-Q, File No. 001-34028, filed August6, 2014). 10.10.29* American Water Works Company, Inc. 2007 Omnibus Equity Compensation Plan 2015 Stock Unit Grant Form for Non-Employee Directors (incorporated by reference to Exhibit 10.1 to American Water Works Company, Inc.s Quarterly Report on Form 10-Q, File No. 001-34028, filed August5, 2015). 10.10.30* American Water Works Company, Inc. 2007 Omnibus Equity Compensation Plan 2016 Stock Unit Grant Form for Non-Employee Directors (incorporated by reference to Exhibit 10.1 to American Water Works Company, Inc.s Quarterly Report on Form 10-Q, File No. 001-34028, filed August3, 2016). 10.10.31* American Water Works Company, Inc. 2017 Omnibus Equity Compensation Plan (incorporated by reference to Exhibit 10.1 to American Water Works Company, Incs Quarterly Report on Form 10-Q, File No. 001-34028, filed August 2, 2017). 10.10.32* American Water Works Company, Inc. 2017 Omnibus Equity Compensation Plan 2017 Restricted Stock Unit Grant (incorporated by reference to Exhibit 10.3 to the Companys Current Report on Form 8-K, File No. 001-34028, filed May 12, 2017). 10.10.33* American Water Works Company, Inc. 2017 Omnibus Equity Compensation Plan 2017 Restricted Stock Unit Grant (for certain executives) (incorporated by reference to Exhibit 10.4 to the Companys Current Report on Form 8-K, File No. 001-34028, filed May 12, 2017). 10.10.34* American Water Works Company, Inc. 2017 Omnibus Equity Compensation Plan 2017 Performance Stock Unit Grant Form A-1 (incorporated by reference to Exhibit 10.5 to the Companys Current Report on Form 8-K, File No. 001-34028, filed May 12, 2017). 10.10.35* American Water Works Company, Inc. 2017 Omnibus Equity Compensation Plan 2017 Performance Stock Unit Grant Form A-2 (incorporated by reference to Exhibit 10.6 to the Companys Current Report on Form 8-K, File No. 001-34028, filed May 12, 2017). 10.10.36* American Water Works Company, Inc. 2017 Omnibus Equity Compensation Plan 2017 Performance Stock Unit Grant Form B-1 (incorporated by reference to Exhibit 10.7 to the Companys Current Report on Form 8-K, File No. 001-34028, filed May 12, 2017). 10.10.37* American Water Works Company, Inc. 2017 Omnibus Equity Compensation Plan 2017 Performance Stock Unit Grant Form B-2 (incorporated by reference to Exhibit 10.8 to the Companys Current Report on Form 8-K, File No. 001-34028, filed May 12, 2017). 10.10.38* American Water Works Company, Inc. 2017 Omnibus Equity Compensation Plan 2017 Director Stock Unit Agreement (incorporated by reference to Exhibit 10.9 to the Companys Current Report on Form 8-K, File No. 001-34028, filed May 12, 2017). 10.11 Binding Global Agreement in Principle to Settle Claims Arising from the Freedom Industries, Inc. Chemical Spill, dated as of October 31, 2016 (incorporated by reference to Exhibit 10.16 to American Water Works Company, Inc.s Annual Report on Form 10-K, File No. 001-34028, filed February 21, 2017). 10.12* American Water Works Company, Inc. Executive Severance Policy, dated as of December 16, 2008 (incorporated by reference to Exhibit 10.1 to American Water Works Company, Inc.s Quarterly Report on Form 10-Q, File No. 001-34028, filed November 3, 2010). 12.1 Computation of Ratio of Earnings to Fixed Charges (filed herewith). 21.1 Subsidiaries of American Water Works Company, Inc. (filed herewith). 23.1 Consent of PricewaterhouseCoopers LLP (filed herewith). 31.1 Certification of Susan N. Story, President and Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act (filed herewith). 31.2 Certification of Linda G. Sullivan, Executive Vice President and Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act (filed herewith). 32.1 Certification of Susan N. Story, President and Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act (furnished herewith). 32.2 Certification of Linda G. Sullivan, Executive Vice President and Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act (furnished herewith).