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 16, 2024

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.

Oral Comments to U.S. Environmental Protection Agency (“EPA”) on Proposed Lead and Copper Rule Improvements (“LCRI”)

On January 16, 2024, Lynda B. DiMenna, Chief Environmental and Safety Officer of American Water Works Company, Inc. (the “Company”), is scheduled to provide at a public hearing oral comments to the EPA on its proposed Lead and Copper Rule Improvements (LCRI). A copy of the prepared remarks from which Ms. DiMenna is to provide her oral comments has been filed as Exhibit 99.1 hereto and is incorporated by reference herein. Regardless of whether the LCRI rulemaking is ultimately implemented, the Company continues to comply with the EPA’s existing Lead and Copper Rule (“LCR”) requirements by replacing lead service lines in accordance with current scientific guidance and utilizing appropriate corrosion control techniques as necessary to comply with current water quality regulatory requirements. The Company believes that, if the LCRI rulemaking were to be implemented, the total investment cost to identify and replace lead and galvanized steel service lines in the United States by 2037 would be significant and has been underestimated in the LCRI rulemaking. Finally, the Company supports a delay of the compliance date for those portions of the Lead and Copper Rule Revisions (“LCRR”) proposed to be extended by the LCRI, some of which are currently scheduled to take effect on October 16, 2024, to allow all water service providers to prepare adequately for any changes that may be implemented through the proposed LCRI rulemaking while continuing to comply with the existing requirements.

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 of 1933, Section 21E of the Securities Exchange Act of 1934, 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, 2022, as filed with the Securities and Exchange Commission (the “SEC”) on February 15, 2023, and other filings with the SEC, and additional risks and uncertainties, including with respect to (1) whether the LCRI rulemaking is ultimately implemented, and if so, any changes to the LCRR that may be implemented; (2) the amount and timing of additional capital expenditures that may be required for the Company to comply with the LCRI rulemaking, if implemented, and any impact thereof on the Company’s current long-term capital and financial plans; (3) the deadline required for the Company to comply with any changes that may be implemented through the proposed LCRI rulemaking; (4) the Company’s ability to adequately prepare for such compliance and to comply with any such changes; (5) regulatory, legislative, local or municipal actions affecting the water and wastewater industries, which could adversely affect the Company; and (6) other economic, financial, political, business and other factors that may impact or affect the water and wastewater industries generally or the Company 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 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.

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits.

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

2

Exhibit No.	Description
99.1*	Prepared Remarks to EPA on Proposed LCRI Rulemaking, by Lynda B. DiMenna, Chief Environmental and Safety Officer of American Water Works Company, Inc.
104	Cover Page Interactive Data File (the cover page XBRL tags are included and formatted as Inline XBRL).
* Filed herewith.

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 16, 2024	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

Prepared Remarks to U.S. Environmental Protection Agency (“EPA”) on Proposed Lead and Copper Rule Improvements (“LCRI”) Rulemaking

My name is Lynda DiMenna, and I’m the Chief Environmental and Safety Officer for American Water.

As the largest publicly traded drinking water and wastewater service provider in the U.S., we support the EPA’s efforts to protect public health by proposing the Lead and Copper Rule Improvements.

Although American Water consistently meets water quality lead standards across our footprint, we believe that removing the risk of customer-side lead service lines over time is the right thing to do for the health and safety of our customers. For this reason, we have begun developing and launching programs within our service territories with to replace customer-side lead service lines across the American Water footprint.

American Water supports the concept of a mandatory replacement program, rather than a triggered replacement program. Developing an accurate, comprehensive inventory, including identifying the material of service lines where the material is currently unknown, is an important first step in eliminating lead service lines. With respect to replacement, we believe the rule must differentiate access from control, and that water systems should perform full-service line replacement when they are granted access. EPA’s new rule should recognize that a lack of customer approval to replace a service line can lead to safety issues and additional regulatory and legal risk. We believe the rule should allow water systems to perform partial lead service line replacements when customers do not grant access to perform full-service line replacements.

We believe all stakeholders must understand the costs associated with the suggested improvements to the Lead and Copper Rule. The cost to identify the material of all unknown service lines and replace all lead service lines as well as galvanized lines, where needed, by 2037 will require significant investment for all water systems. American Water is currently developing preliminary estimates based on the proposed improvement, and our actual expenses will be dependent upon multiple factors, including the requirements in the final rule, the number of unknown service lines identified as lead or galvanized requiring replacement. We anticipate that the amounts for replacement are going to be significant with total replacement cost underestimated by the EPA.

To realize the full health benefits, we believe that water systems should have the financial resources to help them sustain the ongoing costs that will arise from the replacement process in systems for the safety and benefit of customers. States should treat these expenditures for regulated utilities as federally mandated requirements that are recoverable in customer rates through expedited means.

We believe that maintaining customer affordability is critical and the additional estimated cost of this rule underscores the importance of federal funding for lead service line replacement availability to all water systems, regardless of the type of ownership.

Finally, American Water urges the EPA to act now to delay the compliance date and deadlines for those portions of the Lead and Copper Rule Revisions, proposed to be extended by the Improvements, some of which are currently scheduled to take effect on October 16, 2024. Water systems are expending funds and resources now to comply with the Lead and Copper Rule Revisions although the compliance dates for many of these activities are proposed to be changed in the Lead and Copper Rule Improvements. American Water’s position is that water systems cannot stop preparing to comply with the existing rule until there is certainty on the new, proposed changes.

American Water thanks the EPA for this opportunity to make comments and looks forward to working cooperatively and collaboratively with the EPA, regulators, and policymakers to protect customers, communities, and the general public.

XML

Document and Entity Information Document	Jan. 16, 2024
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Jan. 16, 2024
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