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2009 Annual Report

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2009 Annual Report 2009 ANNUAL REPORT www.amwater.com DEAR FELLOW STOCKHOLDER, Two years after our initial public offering on the New York Stock Exchange, I am delighted to be writing to you from a fully independent American Water. It has taken four years and the hard work and dedication of a great number of individuals to successfully plan and execute the divestiture. I take this opportunity to thank you for your patience and support. As we looked around at fi nancial instability and unrest across the country’s corporate landscape in 2009, we at American Water felt truly fortunate to be a part of a stable and growing company. While we have naturally seen some of the effects of the economic downturn, we have also been able to stay strong and focused. We have also continued to educate customers and key infl uencers about the water industry and the solutions we provide every day to help ensure high-quality and reliable water service for the approximately 16 million people we serve. American Water’s stock price performed well in 2009, in spite of a divestiture of 96.75 million shares of stock sold in three public offerings by a single stockholder, the last of which brought us to our now independent status. Since our IPO in April 2008, our stock out-performed the S&P 500, the Dow Jones Industrial Average and our water industry peers. That performance has continued since we completed the divestiture. In 2009 we continued to deliver on our core strategies and provided innovative, effi cient and powerful solutions to our communities, customers and business partners. By focusing on our core strategies, we saw an increase in revenues to $2.4 billion and, excluding a goodwill impairment charge, an increase in earnings per share and net income. We also invested nearly $800 million in our infrastructure to help ensure the reliability of the service we provide and we further strengthened the health of our company by effi ciently raising both debt and equity. We reached out to municipalities around the country facing fi nancial, operational and resource-related challenges, and offered a wide variety of solutions to help improve their communities. We continued to take action and participate in solutions to benefi t our environment. In 2006, we were the fi rst water utility to join the U.S. Environmental Protection Agency’s (USEPA) Climate Leaders program. In 2009, the USEPA accepted our goal to reduce greenhouse gas emissions by more than 15 percent in less than ten years through our ongoing voluntary partnership. You can read more about our environmental sustainability initiatives in our corporate responsibility brochure, which is included with this printed annual report. We also have preliminary data on our performance at www.amwater.com/corporateresponsibility and will publish our fi rst full corporate responsibility report in 2011. In California, we completed the Fillmore Water Recycling Plant in partnership with the City of Fillmore. The plant is a solution built for the times—a zero-discharge wastewater treatment plant that makes the most out of every drop of water it treats. The plant is highly effi cient by design, as was the public-private partnership that helped to deliver the project on time and on budget, saving the city millions of dollars on the overall project. We acquired Environmental Management Corporation (EMC), a Missouri-based company and leading innovator in total water cycle optimization. With EMC adding to our existing team of innovators, we are now able to provide solutions to a wide variety of clients in 35 U.S. states and two Canadian provinces. The U.S. Department of Defense continues to recognize American Water as a powerful solutions provider by awarding the Company military base water and wastewater systems contracts. After earning several major contracts over the last two years, we now proudly serve approximately 400,000 servicemen and women, their families, and support staff on bases in nine states. Others also took notice of American Water’s track record of success, and that led to several awards, including a very special honor: In April, we were named “Global Water Company of the Year” by Global Water Intelligence for our leadership role in providing solutions to water challenges. Even this letter is part of an American Water solution. The Company’s use of Notice and Access to post our proxy materials and annual report on Form 10-K online instead of sending out paper copies of those materials to all of our stockholders was so successful at helping us conserve natural resources last year, we’re doing it again. We also chose last year to create an online annual report instead of printing a traditional glossy annual report, and we’re taking this environmentally friendly approach for our 2009 annual report as well. This solution is saving trees, saving water that would be used to create paper from those trees, and saving fuel with thousands fewer annual reports to ship. Best of all, our online annual report gives you the opportunity to learn about American Water from the most powerful solutions we have—our people. I invite you to visit www.amwaterannualreport.com to learn more about our solutions in action in 2009, and our plans for the future. Thank you for your interest in American Water. Donald L. Correll President and Chief Executive Offi cer UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K È ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2009 OR ‘ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file: number 001-34028 AMERICAN WATER WORKS COMPANY, INC. (Exact name of registrant as specified in its charter) Delaware 51-0063696 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1025 Laurel Oak Road, Voorhees, NJ 08043 (Address of principal executive offices) (Zip Code) (856) 346-8200 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on Title of each class which registered Common stock, par value $0.01 per share New York Stock Exchange, Inc. Securities registered pursuant to Section 12(g) of the Act: None. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes Í No ‘ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ‘ No Í Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes Í No ‘ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ‘ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “small reporting company” in Rule 12(b)-2 of the Exchange Act.: Large accelerated filer Í Accelerated filer ‘ Non-accelerated filer ‘ Small reporting company ‘ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ‘ No Í State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. Common Stock, $0.01 par value—$3,335,885,725 as of June 30, 2009. Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date. Common Stock, $0.01 par value per share—174,670,026 shares, as of February 25, 2010. DOCUMENTS INCORPORATED BY REFERENCE (1) Portions of the Company’s Proxy Statement for the Company’s 2010 Annual Meeting of Stockholders are incorporated by reference into Part III of this report. TABLE OF CONTENTS Page Forward-Looking Statements ............................................................. 1 Part I Item 1. Business ........................................................................ 3 Item 1A. Risk Factors .................................................................... 23 Item 1B. Unresolved Staff Comments ....................................................... 35 Item 2. Properties ....................................................................... 35 Item 3. Legal Proceedings ................................................................ 36 Item 4. (Reserved) ...................................................................... 37 Part II Item 5. Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities ...................................................................... 38 Item 6. Selected Financial Information ...................................................... 38 Item 7. Management’s Discussion
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