10-K 1 a2043162z10-k.txt 10-K EXHIBIT INDEX ON PAGES 11-15 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------- FORM 10-K FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2000 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 1-3437-2 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 Identification No.) Incorporation or Organization) 1025 Laurel Oak Road, Voorhees, New Jersey 08043 ------------------------------------------ ---------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code 856-346-8200 Securities registered pursuant to Section 12(b) of the Act: Name of Each Exchange on Title of Each Class Which Registered ------------------- ------------------------ Common Stock, $1.25 par value per share New York Stock Exchange Cumulative Preferred Stock, 5% Series, $25 par value per share New York Stock Exchange 5% Cumulative Preference Stock, $25 par value per share New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None 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 [X] 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 the 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. [ ] The aggregate market value of the voting stock held by non-affiliates of the Registrant at March 5, 2001 was $1,927,357,569. As of March 5, 2001, there were a total of 98,964,185 shares of Common Stock, $1.25 par value per share, outstanding. DOCUMENTS INCORPORATED BY REFERENCE Certain information contained and incorporated by reference herein contains forward-looking statements as such term is defined in Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Certain factors could cause actual results to differ materially from those in the forward-looking statements. Those factors include, but are not limited to, the unpredictability of weather, rate regulations and timing of rate cases, and changes to existing and proposed environmental regulations. See "Management's Discussion and Analysis" beginning on page 23 of the Company's Annual Report to Shareholders incorporated herein by reference. (1) The following pages and section in Registrant's Annual Report to Shareholders for 2000 are incorporated by reference into Part I, Item 1 and Part II of this Form 10-K: pages 22 through 53, with the exception of the section entitled "Management's Responsibility for Financial Reporting" on page 35; and the section entitled "Range of Market Prices" on page 57. (2) The following pages and section in Registrant's definitive Proxy Statement relating to Registrant's Annual Meeting of Shareholders on May 3, 2001 are incorporated by reference into Part III of this Form 10-K: Page 2 (beginning with the sixth full paragraph thereon) through page 5, the section entitled "Director Remuneration" on page 7, pages 8 and 9,the section entitled "Section 16(a) Beneficial Ownership Reporting Compliance" on page 10, and pages 15 through 19. Page 1 PART I Item 1. Business The "Description of the Business" is set forth on pages 23 and 25 of the Annual Report to Shareholders for 2000, filed as Exhibit 13 to this Report on Form 10-K; and such description is hereby specifically incorporated herein by reference thereto. The information provided in that section is supplemented by the following details: The water supplies of the regulated subsidiaries consist of surface supplies, wells, and in a limited number of cases, water purchased under contract. Such supplies are considered adequate to meet present require- ments. In general, all surface supplies are filtered and substantially all of the water is treated with chlorine, and, in some cases, special treatment is provided to correct specific conditions of the water. In general, the regulated subsidiaries have valid franchises, free from unduly burdensome restrictions, sufficient to enable them to carry on their business as presently conducted. They derive such franchise rights from statutes under which they were incorporated, municipal consents and ordinances, or certificates or permits received from state or local regulatory agencies. In most instances, such franchise rights are non-exclusive. In most of the states in which the operations of the regulated subsidiaries are carried on, there exists the right of municipal acquisition by one or both of the following methods: (1) condemnation; or (2) the right of purchase given or reserved by the law of the state in which the company was incorporated or received its franchise. The price to be paid upon condemnation is usually determined in accordance with the law of the state governing the taking of land or other property under eminent domain statutes; in other instances, the price is fixed by appraisers selected by the parties, or in accordance with a formula prescribed by the law of the state or in the particular franchise or special charter. The Registrant and its regulated subsidiary companies acquire water and wastewater utility systems that complement existing service territories or which enhance geographic diversification. Acquisitions of utility systems by the Registrant and its subsidiary companies are described in the subsection entitled "Acquisitions of Utility Systems" under the section entitled "System Growth and Development," located on page 25 and 26 of the Annual Report to Shareholders for 2000, filed as Exhibit 13 to this Report on Form 10-K; such information is hereby specifically incorporated herein by reference thereto. Some of the expenditures for construction by regulated subsidiaries have included facilities to comply with federal and state water quality and safety standards. The nature of some of the construction is described in the subsection entitled "Capital Spending Program" under the section entitled "System Growth and Development," located on page 26 of the Annual Report to Shareholders for 2000, filed as Exhibit 13 to this Report on Form 10-K; such information is hereby specifically incorporated herein by reference thereto. The number of persons employed by the Registrant and subsidiary companies totaled 5,050 at December 31, 2000. Page 2 Item 1A. Executive Officers of the Registrant The following sets forth the names, ages and business experience during the past five years of the executive officers of the Registrant and those who perform equivalent responsibilities for the Registrant. No family relationships exist among any of such executive officers, nor do any arrangements or understandings exist between any such executive officer and any other person pursuant to which he or she was selected as an officer. Name Age Business Experience During Past Five Years J. James Barr 59 President and Chief Executive Officer of the Registrant since March, 1998 and Acting President and Chief Executive Officer of the Registrant from November, 1997 to March, 1998. Vice President and Treasurer of the Registrant prior thereto. Ellen C. Wolf 47 Vice President and Chief Financial Officer of the Registrant since May, 1999. Vice President-Treasurer of Bell Atlantic Corporation prior thereto. W. Timothy Pohl 46 General Counsel and Secretary of the Registrant. Joseph F. Hartnett, Jr. 49 Treasurer of the Registrant since January, 1998 and Vice President-Finance since May, 1998 and Vice President and Treasurer from September, 1992 to May, 1998 of American Water Works Service Company, Inc., the service subsidiary of the Registrant. Robert D. Sievers 47 Comptroller of the Registrant. The executive officers are elected at the annual organizational meeting of the Board of Directors of the Registrant which is held in May. The executive officers serve at the pleasure of the Board of Directors. Successors to officers who resign, die or are removed during the year are elected by the Board. Item 2. Properties The Registrant leases its office space, equipment and furniture from one of its wholly-owned subsidiaries. The office space, equipment and furniture are located in Voorhees, New Jersey and are utilized by the Registrant's directors, officers and staff in the conduct of the Registrant's business. Page 3 The regulated subsidiaries own, in the states in which they operate, transmission and distribution mains, pump stations, treatment plants, storage tanks, reservoirs and related facilities. Properties are adequately maintained and units of property are replaced as and when necessary. The Registrant considers the properties of its regulated subsidiaries to be in good operating condition. A substantial acreage of land is owned by the regulated subsidiaries, the greater part of which is located in watershed areas, with the balance being principally sites of pumping and treatment plants, storage reservoirs, tanks and standpipes. Item 3. Legal Proceedings There are no pending material legal proceedings, other than ordinary, routine litigation incidental to the business, to which the Registrant or any of its subsidiaries is a party or of which any of their property is the subject. Item 4. Submission of Matters to a Vote of Security Holders None. PART II Item 5. Market for the Registrant's Common Equity and Related Stockholder Matters The information required under this item is contained in the section entitled "Range of Market Prices," located on page 57 of the Annual Report to Shareholders for 2000, filed as Exhibit 13 to this Report on Form 10-K; such information is hereby specifically incorporated herein by reference thereto. Item 6. Selected Financial Data The information required under this item is contained in the section entitled "Consolidated Summary of Selected Financial Data," located on page 22 of the Annual Report to Shareholders for 2000, filed as Exhibit 13 to this Report on Form 10-K; such information is hereby specifically incorporated by reference thereto. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations The information required under this item is contained in the section entitled "Management's Discussion and Analysis," located on pages 23 through 34 of the Annual Report to Shareholders for 2000, filed as Exhibit 13 to this Report on Form 10-K; such information is hereby specifically incorporated herein by reference thereto. Page 4 Item 7A. Quantitative and Qualitative Disclosures About Market Risk The information required by this item with respect to market risk is contained on page 33, within the section entitled "Management's Discussion and Analysis," located on pages 23 through 34 of the Annual Report to Shareholders for 2000, filed as Exhibit 13 to this Report on Form 10-K; such information is hereby specifically incorporated herein by reference thereto. Item 8. Financial Statements and Supplementary Data The financial statements, together with the report thereon of PricewaterhouseCoopers LLP dated January 30, 2001, except as to Note 4 which is as of March 1, 2001, appearing on pages 35 through 53 of the 2000 Annual Report to Shareholders, filed as Exhibit 13 to this Report on Form 10-K, are hereby specifically incorporated herein by reference thereto. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. PART III Item 10. Directors and Executive Officers of the Registrant The information required under this item with respect to the Directors of the Registrant appears in the sixth full paragraph on page 2 through page 5 and in the section entitled "Section 16(a) Beneficial Ownership Reporting Compliance" on page 10 of the definitive Proxy Statement relating to the Registrant's Annual Meeting of Shareholders on May 3, 2001, to be filed by the Registrant with the Commission pursuant to Section 14(a) of the Securities Exchange Act of 1934 (the "1934 Act"); such information is hereby specifically incorporated herein by reference thereto. The information required under this item with respect to the Executive Officers of the Registrant is set forth in Item 1A of Part I above pursuant to paragraph (3) of General Instruction G to Form 10-K. Item 11. Executive Compensation The information required under this item is contained in the section entitled "Director Remuneration" which is located on page 7, and in the sections entitled "Report of the Compensation and Management Development Committee," "Performance Graph," "Management Remuneration," "Stock Option Grants in 2000 Fiscal Year," "Aggregated Option Exercises in 2000 and 2000 Fiscal Year-End Option Values," "Pension Plan" and "Change in Control Agreements and Employment Agreement" which are located on pages 11 through 19 of the definitive Proxy Statement relating to the Registrant's Annual Meeting of Shareholders on May 3, 2001, to be filed by the Registrant with the Commission pursuant to Section 14(a) of the 1934 Act, and is hereby specifically incorporated herein by reference thereto, except for the "Report of the Compensation and Management Development Committee" and "Performance Graph" which are not so incorporated by reference. Page 5 Item 12. Security Ownership of Certain Beneficial Owners and Management The information required under this item is contained in the section entitled "Stock Ownership Information" which is located on pages 8 and 9 of the definitive Proxy Statement relating to the Registrant's Annual Meeting of Shareholders on May 3, 2001, to be filed by the Registrant with the Commission pursuant to Section 14(a) of the 1934 Act, and is hereby specifically incorporated herein by reference thereto. Item 13. Certain Relationships and Related Transactions There are no material relationships or related transactions other than those disclosed in response to Item 11 of this Part III. PART IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K a) The following documents are filed as part of this report: 1. Financial Statements: the Financial Statements required to be filed by Item 8 are listed in the Index to Financial Statements, which appears on Page 9 of this Report on Form 10-K. 2. Exhibits: the Exhibits to this Report on Form 10-K are listed in the Index to Exhibits, which appears on Pages 11 through 15 of this Report on Form 10-K. b) Reports on Form 8-K. During the last quarter of the period covered by this Report on Form 10-K, the Registrant filed no reports on Form 8-K. Page 6 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. AMERICAN WATER WORKS COMPANY, INC. By: /s/ J. James Barr ------------------------------------- J. James Barr, President and Chief Executive Officer DATE: March 1, 2001 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated: Signature Title Date Principal Executive Officer: /s/ J. James Barr ----------------------------- J. James Barr President, Chief March 1, 2001 Executive Officer and Director Principal Financial Officer: /s/ Ellen C. Wolf ----------------------------- Ellen C. Wolf Vice President and March 1, 2001 Chief Financial Officer Principal Accounting Officer: /s/ Robert D. Sievers ----------------------------- Robert D. Sievers Comptroller March 1, 2001 Page 7 SIGNATURES (Cont'd.) Directors: /s/ Marilyn Ware -------------------------------------- Marilyn Ware (Chairman) March 1, 2001 /s/ Anthony P. Terracciano -------------------------------------- Anthony P. Terracciano (Vice Chairman) March 1, 2001 /s/ William O. Albertini -------------------------------------- William O. Albertini March 1, 2001 /s/ Rhoda W. Cobb -------------------------------------- Rhoda W. Cobb March 1, 2001 /s/ Elizabeth H. Gemmill -------------------------------------- Elizabeth H. Gemmill March 1, 2001 /s/ Ray J. Groves -------------------------------------- Ray J. Groves March 1, 2001 /s/ Henry G. Hager -------------------------------------- Henry G. Hager March 1, 2001 /s/ Frederick S. Kirkpatrick -------------------------------------- Frederick S. Kirkpatrick March 1, 2001 /s/ Gerald C. Smith -------------------------------------- Gerald C. Smith March 1, 2001 /s/ Nancy Ware Wainwright -------------------------------------- Nancy Ware Wainwright March 1, 2001 /s/ Paul W. Ware -------------------------------------- Paul W. Ware March 1, 2001 /s/ Ross A. Webber -------------------------------------- Ross A. Webber March 1, 2001 -------------------------------------- William S. White /s/ Horace Wilkins, Jr. -------------------------------------- Horace Wilkins, Jr. March 1, 2001 Page 8 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT YEAR ENDED DECEMBER 31, 2000 AMERICAN WATER WORKS COMPANY, INC. FINANCIAL STATEMENTS Page 9 AMERICAN WATER WORKS COMPANY, INC. INDEX TO FINANCIAL STATEMENTS The following documents are filed as part of this report: Page(s) in (1) FINANCIAL STATEMENTS Annual Report* Report of Independent Accountants . . . . . . . . . . . . . . 35 Consolidated Balance Sheet of American Water Works Company, Inc. and Subsidiary Companies at December 31, 2000 and 1999 . . . . . . . . . . . . . . . . . . . . . . .36 and 37 Consolidated Statements of Income and Comprehensive Income and of Retained Earnings of American Water Works Company, Inc. and Subsidiary Companies for each of the three years in the period ended December 31, 2000 . . . . . . . . . . . . . . . . . . . . . . 38 Consolidated Statement of Cash Flows of American Water Works Company, Inc. and Subsidiary Companies for each of the three years in the period ended December 31, 2000 . . . . . . . . . . . . . . . . . . . . . . 39 Consolidated Statement of Capitalization of American Water Works Company, Inc. and Subsidiary Companies at December 31, 2000 and 1999 . . . . . . . . . . . . . .40 and 41 Consolidated Statement of Common Stockholders' Equity of American Water Works Company, Inc. and Subsidiary Companies for each of the three years in the period ended December 31, 2000 . . . . . . . . . . . . . . . . . . . 42 Notes to Financial Statements . . . . . . . . . . . . . .43 through 53 *Incorporated by reference from the indicated pages of the 2000 Annual Report to Shareholders, which is Exhibit 13 to this Report on Form 10-K. (2) FINANCIAL STATEMENT SCHEDULES Financial Statement Schedules not included in this Report on Form 10-K have been omitted because they are not applicable or the required information is shown in the Financial Statements or notes thereto. Page 10 CONSENT OF INDEPENDENT ACCOUNTANTS ---------------------------------- We hereby consent to the incorporation by reference in the Registration Statement on Form S-3 (Nos. 333-54660 and 33-59059) and on Form S-8 (Nos. 333-52309, 33-52923 and 333-14451) of American Water Works Company, Inc. of our report dated January 30, 2001, except as to Note 4 which is as of March 1, 2001, relating to the financial statements, which appears on page 35 in the Annual Report to Shareholders, which is incorporated in this Annual Report on Form 10-K. PricewaterhouseCoopers LLP Philadelphia, Pennsylvania March 28, 2001 Page 11 AMERICAN WATER WORKS COMPANY, INC. INDEX TO EXHIBITS Exhibit Number Description 3 Articles of Incorporation and By-laws (a) Certificate of Incorporation of the Registrant, as amended and restated as of May 15, 1987, is incorporated herein by reference to Exhibit 3(a) to Form 10-K report of the Registrant for 1996. (b) Certificate of Amendment of the Restated Certificate of Incorporation of the Registrant, effective May 9, 1989, is incorporated herein by reference to Exhibit 3(b) to Form 10-K report of the Registrant for 1996. (c) Certificate of Amendment of the Restated Certificate of Incorporation of the Registrant, effective May 3, 1990, is incorporated herein by reference to Exhibit 3(c) to Form 10-K report of the Registrant for 1996. (d) Certificate of Designations of the Registrant, effective February 6, 1991, relating to its Cumulative Preferred Stock, 8.50% Series, is incorporated herein by reference to Exhibit 3(d) to Form 10-K report of the Registrant for 1996. (e) Certificate of Amendment of the Restated Certificate of Incorporation of the Registrant, effective May 2, 1996, is incorporated herein by reference to Exhibit 3(e) to Form 10-K report of the Registrant for 1996. (f) Certificate of Amendment of the Restated Certificate of Incorporation of the Registrant effective May 6, 1999, is incorporated herein by reference to Exhibit 3(a) to Form 10-Q report of the Registrant for the period ended March 31, 1999. (g) By-laws of the Registrant, as amended to October 14, 1999 are incorporated herein by reference to Exhibit 3 to Form 10-Q report of Registrant for the period ended September 30, 1999. Page 12 INDEX TO EXHIBITS Exhibit Number Description 4 Instruments Defining the Rights of Security Holders, Including Indentures (a) Agreement of the Registrant to furnish to the Securities and Exchange Commission upon request copies of debt instruments under which there the total securities authorized is less than 10% of the total assets of the Registrant and its subsidiaries on a consolidated basis (including the Indenture dated as of November 1, 1977 between the Registrant and The Fidelity Bank (name later changed to First Union National Bank), Trustee, the Second Supplemental Indenture dated as of February 1, 1993 between the Registrant and Fidelity Bank, National Association (name later changed to First Union National Bank), as Trustee, and the Third Supplemental Indenture dated as of July 2, 1998 between the Registrant and First Union National Bank, as Trustee) is filed herewith. (b) Dividend Reinvestment and Stock Purchase Plan, incorporated herein by reference to Exhibit 2 to the Registrant's Registration Statement on Form S-3, Registration No. 33-59059. (c) Rights Agreement dated as of February 18, 1999 between the Registrant and BankBoston, N.A., as Rights Agent, is incorporated herein by reference to Exhibit 4 to Form 8-A Registration Statement of the Registrant, No. 1-3437-2, filed with the Securities and Exchange Commission on March 1, 1999). (d) First Amendment to the Rights Agreement, dated June 1, 2000 (incorporated by reference to the Company's Amendment No. 1 to the Registration Statement on Form 8-A, No. 1-3437-2, filed with the Securities and Exchange Commission on June 1, 2000). (e) Indenture, dated as of , 2001 between _____ American Water Capital Corp. and American Water Works Company, Inc. To First Union National Bank as Trustee, Providing for Issuance of Debt Securities, is incorporated by reference to Exhibit 4A to the Registration Statement on Form S-3, filed by the Registrant and American Water Capital Corp. on January 3, 2001, SEC File Number 333-54660. (f) Support Agreement between American Water Works Company, Inc. and American Water Capital Corp. made June 22, 2000 and the First Amendment thereto made July 26, 2000 is incorporated by reference to Exhibit 4B to the Registration Statement on From S-3, filed by the Registrant and American Water Capital Corp. on January 3, 2001, SEC File Number 333-54660. 10 Material Contracts (a) Supplemental Executive Retirement Plan of the Registrant, as amended and restated July 1, 1997, is incorporated herein by reference to Exhibit 10(d) to Form 10-K report of the Registrant for 1997. Page 13 INDEX TO EXHIBITS Exhibit Number Description 10 (cont'd) (b) Supplemental Retirement Plan of the Registrant, as amended and restated effective July 1, 1997, is incorporated herein by reference to Exhibit 10(e) to Form 10-K report of the Registrant for 1997. (c) Deferred Compensation Plan of the Registrant, as amended and restated effective January 1, 2001, is filed herewith. (d) Director Deferred Compensation Plan of the Registrant, as in effect on January 1, 2001, is filed herewith. (e) Contract dated May 5, 1999 between Registrant and Ellen C. Wolf, is incorporated herein by reference to Exhibit 10 to Form 10-Q report of the Registrant for the period ended September 30, 1999. (f) 2000 Stock Award and Incentive Plan of the Registrant is incorporated by reference as Appendix A of the definitive Proxy Statement relating to the Registrant's Annual Meeting of Shareholders on May 4, 2000, Sec File Number: 001-03437, as filed with the Securities and Exchange Commission on March 27, 2000. (g) Non-Qualified Stock Option Agreement between the Registrant and its executives and other key associates is hereby incorporated by reference to Exhibit 10(b) to the Registrant's Quarterly Report on Form 10-Q for the period ended June 30, 2000 filed with the Securities and Exchange Commission on August 14, 2000. The summary of stock option grants thereunder is incorporated herein by reference to the information appearing in the table under the caption "Stock Option Grants in 2000 Fiscal Year" on page 16 of the definitive Proxy Statement relating to the Registrant's Annual Meeting of Shareholders on May 3, 2001, Sec File Number: 001-03437. (h) Change in Control Agreement, and summary thereof, between the Registrant and certain executives is hereby incorporated by reference to Exhibit 10(c) to the Registrant's Quarterly Report on Form 10-Q for the period ended June 30, 2000 filed with the Securities and Exchange Commission on August 14, 2000. (i) Employee's Stock Ownership Plan of the Registrant as amended and restated effective August 1, 1999 is hereby incorporated by reference to Exhibit 10(d) to the Registrant's Quarterly Report on Form 10-Q for the period ended June 30, 2000 filed with the Securities and Exchange Commission on August 14, 2000. Page 14 INDEX TO EXHIBITS Exhibit Number Description 10 (cont'd) (j) 364-Day Credit Agreement, dated as of June 27, 2000, among American Water Capital Corp., as Borrower, American Water Works Company, Inc., as Parent, the Lenders Identified Herein, as Lenders, First Union National Bank, as Administrative Agent, PNC Bank, National Association, as Syndication Agent, and Mellon Bank, N.A., as Documentation Agent, First Union Securities, Inc., as Sole Lead Arranger and Book Manager, is incorporated herein by reference to Exhibit 10(e) to Amendment No. 1 to Form 10-Q/A report of the Registrant for the period ended June 30, 2000. (k) Asset Purchase Agreement among Citizens Utilities Company and Certain of its Affiliates and American Water Works Company, Inc. and Arizona-American Water Company, dated as of October 15, 1999, is hereby incorporated by reference to Exhibit 10(q) to the Registrant's Annual Report of Form 10-K for the period ended December 31, 1999 filed with the Securities and Exchange Commission on March 25, 2000. (l) Asset Purchase Agreement among Citizens Utilities Company and Certain of its Affiliates and American Water Works Company, Inc. and California-American Water Company, dated as of October 15, 1999, is hereby incorporated by reference to Exhibit 10(r) to the Registrant's Annual Report of Form 10-K for the period ended December 31, 1999 filed with the Securities and Exchange Commission on March 25, 2000. (m) Asset Purchase Agreement among Citizens Utilities Company and Certain of its Affiliates and American Water Works Company, Inc. and Illinois-American Water Company, dated as of October 15, 1999, is hereby incorporated by reference to Exhibit 10(s) to the Registrant's Annual Report of Form 10-K for the period ended December 31, 1999 filed with the Securities and Exchange Commission on March 25, 2000. (n) Asset Purchase Agreement among Citizens Utilities Company and Certain of its Affiliates and American Water Works Company, Inc. and Indiana-American Water Company, Inc., dated as of October 15, 1999, is hereby incorporated by reference to Exhibit 10(t) to the Registrant's Annual Report of Form 10-K for the period ended December 31, 1999 filed with the Securities and Exchange Commission on March 25, 2000. (o) Asset Purchase Agreement among Citizens Utilities Company and Certain of its Affiliates and American Water Works Company, Inc. and Ohio-American Water Company, dated as of October 15, 1999, is hereby incorporated by reference to Exhibit 10(u) to the Registrant's Annual Report of Form 10-K for the period ended December 31, 1999 filed with the Securities and Exchange Commission on March 25, 2000. Page 15 INDEX TO EXHIBITS Exhibit Number Description 10 (cont'd) (p) Asset Purchase Agreement among Citizens Utilities Company and Certain of its Affiliates and American Water Works Company, Inc. and Pennsylvania-American Water Company, dated as of October 15, 1999, is hereby incorporated by reference to Exhibit 10(v) to the Registrant's Annual Report of Form 10-K for the period ended December 31, 1999 filed with the Securities and Exchange Commission on March 25, 2000. 13 Annual Report to Security Holders The Registrant's Annual Report to Shareholders for 2000 is filed as exhibit hereto solely to the extent portions thereof are specifically incorporated herein by reference. 21 Subsidiaries of the Registrant as of December 31, 2000. 23 Consents of Experts and Counsel See "Consent of Independent Accountants" on page 10 of this Report on Form 10-K.