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): January 1, 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.

Completion of Sale of Company’s New York Subsidiary

On January 1, 2022 (the “Closing Date”), American Water Works Company, Inc. (the “Company”) completed the previously disclosed sale of its regulated utility operations in New York to Liberty Utilities (Eastern Water Holdings) Corp. (“Liberty”), an indirect, wholly owned subsidiary of Algonquin Power & Utilities Corp. Under the terms of the Stock Purchase Agreement, dated November 20, 2019, as amended, by and among the Company, the Company’s New York subsidiary and Liberty (the “Stock Purchase Agreement”), on the Closing Date, Liberty purchased from the Company all of the capital stock of the Company’s New York subsidiary, and the Company received from Liberty the purchase price of $608 million in cash. The sale was approved by the New York State Department of Public Service on December 16, 2021.

The foregoing description of the Stock Purchase Agreement is qualified in its entirety by reference to the full text thereof, filed as Exhibits 2.1.1 and 2.1.2 to this Current Report on Form 8-K.

On January 3, 2022, the Company issued a press release announcing the transactions described in this Item 8.01. A copy of the press release issued by the Company is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

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
2.1.1#	Stock Purchase Agreement, dated as of November 20, 2019, by and among the Company, the Company’s New York subsidiary and Liberty (incorporated by reference to Exhibit 2.1 to American Water Works Company, Inc.’s Current Report on Form 8-K, File No. 001-34028, filed November 20, 2019).
2.1.2	Letter Agreement, dated June 29, 2021, by and among the Company, the Company’s New York subsidiary and Liberty, with respect to the Stock Purchase Agreement (incorporated by reference to Exhibit 2.1 to American Water Works Company, Inc.’s Current Report on Form 8-K, File No. 001-34028, filed June 29, 2021).
99.1*	Press Release, dated January 3, 2022, issued by the Company.
104	Cover Page Interactive Data File (the cover page XBRL tags are included and formatted as Inline XBRL).
# Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish the omitted schedules and exhibits to the U.S. Securities and Exchange Commission (the “SEC”) upon request.
* Filed herewith.

The Stock Purchase Agreement filed as Exhibits 2.1.1 and 2.1.2 hereto has been included to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about the Company, the Company’s New York subsidiary or Liberty, or any of their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Stock Purchase Agreement (i) were made by the parties thereto only for purposes of that agreement and as of specific dates; (ii) were made solely for the benefit of the parties to the Stock Purchase Agreement; (iii) may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Stock Purchase Agreement (such disclosures include information that has been included in public disclosures, as well as additional non-public information); (iv) may have been made for the purposes of allocating contractual risk between the parties to the Stock Purchase Agreement instead of establishing these matters as facts; and (v) may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors.

2

Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company, the Company’s New York subsidiary or Liberty, or any of their respective subsidiaries or affiliates. Additionally, the representations, warranties, covenants, conditions and other terms of the Stock Purchase Agreement may be subject to subsequent waiver or modification. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the Closing Date, which subsequent information may or may not be fully reflected in the Company’s public disclosures. The Stock Purchase Agreement should not be read alone, but should instead be read in conjunction with the other information regarding the Company and the Company’s New York subsidiary that is or will be contained in, or incorporated by reference into, the reports and other documents that are filed by the Company with the SEC.

3

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:	January 3, 2022	By:	/s/ M. SUSAN HARDWICK
			M. Susan Hardwick
			Interim Chief Executive Officer, Executive Vice President and Chief Financial Officer

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EX-99.1

Exhibit 99.1

American Water Announces Completion of Sale of its Regulated

Operations in New York to Liberty

CAMDEN, N.J., January 3, 2022 – American Water Works Company, Inc. (NYSE: AWK), the largest publicly traded U.S. water and wastewater utility company, today announced the close of the sale of its regulated operations in New York to a subsidiary of Liberty Utilities Co. (“Liberty”), the regulated utility operating subsidiary of parent company Algonquin Power & Utilities Corp., for a purchase price of $608 million in cash.

American Water announced the agreement to sell its regulated operations in New York to Liberty on November 20, 2019, citing the best interest of customers in New York to sell to Liberty, which has other utility operations in New York. The sale is a part of American Water’s strategy to continue to create value for customers, employees, and shareholders. On December 16, 2021, the New York State Department of Public Service approved thesale, adopting the Joint Proposal filed on November 3, 2021 by both companies. American Water completed the sale to Liberty on January 1, 2022.

About American Water

With a history dating back to 1886, American Water (NYSE:AWK) 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 25 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

Investor Contact:

Aaron Musgrave

Senior Director, Investor Relations

(856) 955-4445

aaron.musgrave@amwater.com

Media Contact:
Ruben Rodriguez

Senior Director, External Communications
(856) 955-4180
ruben.e.rodriguez@amwater.com

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XML

Document and Entity Information Document	Jan. 01, 2022
Document Information [Line Items]
Document Period End Date	Jan. 01, 2022
Entity Registrant Name	American Water Works Company, Inc.
Document Type	8-K
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
Entity Emerging Growth Company	false
Entity Central Index Key	0001410636
Amendment Flag	false
Title of 12(b) Security	Common stock, par value $0.01 per share
Trading Symbol	AWK
Security Exchange Name	NYSE