8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 8, 2022

American Water Works Company, Inc.

(Exact name of registrant as specified in its charter)

Commission File Number: 001-34028

Delaware	51-0063696
(State or other jurisdiction of incorporation)	(IRS Employer Identification No.)

1 Water Street

Camden, NJ 08102-1658

(Address of principal executive offices, including zip code)

(856) 955-4001

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common stock, par value $0.01 per share	AWK	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01.    Other Events.

Pennsylvania Public Utility Commission (“PaPUC”) Approval of Settlement in Pennsylvania-American Water Company (“Pennsylvania American Water”) General Rate Case

On December 8, 2022, the PaPUC issued an order (the “Order”) approving the joint settlement of the rate case filed on April 29, 2022 by Pennsylvania American Water, a subsidiary of American Water Works Company, Inc. (the “Company”). The original filing requested a $173 million increase in annualized water and wastewater revenues. The “black box” settlement was entered into on October 11, 2022 among Pennsylvania American Water, the PaPUC’s Bureau of Investigation and Enforcement, the Pennsylvania Office of Consumer Advocate, the Pennsylvania Small Business Advocate and the other parties to the general rate case. The Order approves a $138 million annualized increase in water and wastewater revenues and authorizes implementation of the new water and wastewater rates effective January 28, 2023. The annualized revenue increase is driven primarily by (i) over $1 billion of incremental capital investments since Pennsylvania American Water’s 2021 rate case order that will be completed through December 31, 2023, (ii) increases in pension and other post-employment benefits (“OPEB”) expense, and (iii) increases in production costs, including chemicals, fuel and power costs. The Order also includes recovery of Pennsylvania American Water’s COVID-19 deferral balance.

Pennsylvania American Water’s current rate base of $5.1 billion reflects inclusion of the public water and wastewater collection and treatment system assets acquired by Pennsylvania American Water since the 2021 rate case order. Pennsylvania American Water’s view of its return on equity (“ROE”), common equity ratio and long-term debt ratio is 10.0%, 55.20% and 44.80%, respectively, each of which is based on the Order but was not disclosed therein, compared to an ROE of 9.9%, common equity ratio of 55.24% and long-term debt ratio of 44.76%, which were Pennsylvania American Water’s views based on its 2021 rate case order.

A copy of the press release issued by Pennsylvania American Water on December 8, 2022 to announce the issuance of the PaPUC’s order has been filed as Exhibit 99.1 hereto and is incorporated herein by reference. References and links to websites and other information contained in the press release are not provided as active hyperlinks, and the information contained in or accessed through these hyperlinks shall not be incorporated into, or form a part of, this Current Report on Form 8-K.

Cautionary Statement Concerning Forward-Looking Statements

Certain statements included in this Current Report on Form 8-K (or the exhibits thereto) are forward-looking statements within the meaning of Section 27A of the Securities Act, Section 21E of the Exchange Act and the Private Securities Litigation Reform Act of 1995. In some cases, these forward-looking statements can be identified by words with prospective meanings such as “intend,” “plan,” “estimate,” “believe,” “anticipate,” “expect,” “predict,” “project,” “propose,” “assume,” “forecast,” “outlook,” “future,” “pending,” “goal,” “objective,” “potential,” “continue,” “seek to,” “may,” “can,” “will,” “should” and “could,” or the negative of such terms or other variations or similar expressions. These forward-looking statements are predictions based on the Company’s current expectations and assumptions regarding future events. They are not guarantees or assurances of any outcomes, performance or achievements, and readers are cautioned not to place undue reliance upon them. The forward-looking statements are subject to a number of estimates and assumptions, and known and unknown risks, uncertainties and other factors. Actual results may differ materially from those discussed in the forward-looking statements included in this Current Report on Form 8-K as a result of the factors discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the Securities and Exchange Commission (the “SEC”) on February 16, 2022, and other filings with the SEC, and additional risks and uncertainties, including with respect to (1) the amount and timing of incremental future capital expenditures and investments to be made by Pennsylvania American Water; (2) regulatory, legislative, local or municipal actions affecting the water and wastewater industries, which could adversely affect the Company or Pennsylvania American Water; and (3) other economic, financial, political, business and other factors that may impact or affect the water and wastewater industries generally, the Company or Pennsylvania American Water specifically.

These forward-looking statements are qualified by, and should be read together with, the risks and uncertainties set forth above and the risk factors included in the Company’s annual and quarterly reports as filed with the SEC, and readers should refer to such risks, uncertainties and risk factors in evaluating such forward-looking statements. Any forward-looking statements speak only as of the date of this Current Report on Form 8-K. The Company does not have any obligation or intention to update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise, except as otherwise required by the federal securities laws. New factors emerge from time to time, and it is not possible for us to predict all such factors. Furthermore, it may not be possible to assess the impact of any such factor on the Company’s or Pennsylvania American Water’s business, either viewed independently or together, or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement. The foregoing factors should not be construed as exhaustive.

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Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits to this Current Report have been provided herewith as noted below:

Exhibit No.	Description
99.1*	Press Release, dated December 8, 2022, issued by Pennsylvania American Water.
104	Cover Page Interactive Data File (the cover page XBRL tags are included and formatted as Inline XBRL).
* Filed herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		AMERICAN WATER WORKS COMPANY, INC.
Dated:	December 8, 2022	By:	/s/ JOHN C. GRIFFITH
			John C. Griffith
			Executive Vice President and Chief Financial Officer

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EX-99.1

Exhibit 99.1

Settlement Approved in Pennsylvania American Water

Rate Request

April 2022 rate request driven by more than $1 billion in system investments to address aging

water and wastewater infrastructure; includes enhanced customer assistance programs

MECHANICSBURG, Pa. (Dec. 8, 2022) – The Pennsylvania Public Utility Commission (PUC) today approved the joint settlement agreement that was filed in Oct. 2022 by all active parties in the case, including the company, PUC Bureau of Investigation and Enforcement, Office of Consumer Advocate, Office of Small Business Advocate, large industrial customers and low-income customer advocates. In the filing, each of the involved parties indicated that the settlement and associated rates were fair, just, reasonable and in the public interest.

The terms of the approved settlement agreement include a total annualized revenue increase of $138 million and expanded customer assistance funding. The agreement also includes certain water main extension projects, an accelerated lead service line replacement program to more than double the annual replacement rate and delayed effective dates for acquired systems with rate freezes in place.

When new rates take effect on Jan. 28, 2023, the monthly water bill for the average residential customer will increase by about $9, and the average monthly residential wastewater bill will increase by about $30. Rates for the recently acquired systems of Royersford Borough, Valley Township, Foster Township and City of York are proposed to take effect at later dates in accordance with their respective acquisition agreements.

“We are pleased the PUC has approved this settlement, which reflects carefully negotiated terms that balance the customer’s interest with the much-needed ongoing investments made by the company,” said Pennsylvania American Water President Justin Ladner. “We also appreciate the diligence of all parties in the case that supported our company’s robust commitments to additional customer assistance funding and more targeted bill discounts to address affordability as it relates to household income.”

Through its H2O Help to Others Program™, the company provides financial assistance to low-income customers who qualify, including emergency grants, bill discounts and water-saving devices and education. To continue addressing affordability, the agreement approved today includes an expanded, three-tiered approach to the company’s current low-income discount program. Under this expanded program, eligible households will receive monthly bill discounts of between 30 and 80 percent for water and wastewater service. Last year, customers received approximately $4.5 million in bill discounts under this program. As part of the agreement, the company will also increase its annual contribution to the H2O Help to Others grant program from $600,000 to $750,000.

“As a company, we believe that the service we provide must be safe, reliable for fire protection, and resilient in the face of floods, droughts, and other weather-related risks,” continued Ladner. “At the same time, it also must be affordable, which is why we are an industry leader in customer assistance programs. We also cannot underestimate the importance of the environmental improvements achieved through our significant wastewater system investments, which improve the quality of our rivers and streams. We continue seeking ways to accomplish all of these simultaneously, and we believe that the agreement approved today does just that.”

Pennsylvania American Water filed its rate request with the PUC on Apr. 29, 2022, seeking to adjust its rates by approximately $173 million for the over $1 billion in water and wastewater system investments the company will make through 2023 to continue providing safe and reliable service.

About Pennsylvania American Water

Pennsylvania American Water, a subsidiary of American Water (NYSE: AWK), is the largest investor-owned water utility in the state, providing high-quality and reliable water and wastewater services to approximately 2.4 million people.

About American Water

With a history dating back to 1886, American Water is the largest and most geographically diverse U.S. publicly traded water and wastewater utility company. The company employs approximately 6,400 dedicated professionals who provide regulated and regulated-like drinking water and wastewater services to an estimated 14 million people in 24 states. American Water provides safe, clean, affordable and reliable water services to our customers to help keep their lives flowing. For more information, visit amwater.com and follow American Water on Twitter, Facebook and LinkedIn.

AWK-IR

Media Contact:

Laura Martin

Sr. Director, Government & External Affairs

C: 304-932-7158

laura.martin@amwater.com

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XML

Document and Entity Information Document	Dec. 08, 2022
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Dec. 08, 2022
Entity Registrant Name	American Water Works Company, Inc.
Entity File Number	001-34028
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	51-0063696
Entity Address, Address Line One	1 Water Street
Entity Address, City or Town	Camden
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	08102-1658
City Area Code	856
Local Phone Number	955-4001
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, par value $0.01 per share
Trading Symbol	AWK
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001410636
Amendment Flag	false