Item 1. Business
The "Description of the Business" is set forth on pages 25 and 27 of the Annual Report to Shareholders for 1999, 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 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 27 of the Annual Report to Shareholders for 1999, 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 pages 27 and 28 of the Annual Report to Shareholders for 1999, 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 4,970 at December 31, 1999.
Item 1A.
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. 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 was selected as an officer.
Name Age Business Experience During Past Five Years
J. James Barr 58 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 46 Vice President and Chief Financial Officer of the Registrant since May, 1999 and Vice President-Treasurer of Bell Atlantic Corporation prior thereto.
W. Timothy Pohl 45 General Counsel and Secretary of the Registrant.
Joseph F. Hartnett, Jr. 48 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., service subsidiary of the Registrant.
Robert D. Sievers 46 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.
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.
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.
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.
Item 4. Submission of Matters to a Vote of Security Holders
None.
PART II
Item 5.
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 55 of the Annual Report to Shareholders for 1999, filed as Exhibit 13 to this Report on Form 10-K; such information is hereby specifically incorporated herein by reference thereto.
Item 6.
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 24 of the Annual Report to Shareholders for 1999, filed as Exhibit 13 to this Report on Form 10-K; such information is hereby specifically incorporated by reference thereto.
Item 7.
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 25 through 36 of the Annual Report to Shareholders for 1999, filed as Exhibit 13 to this Report on Form 10-K; such information is hereby specifically incorporated herein by reference thereto.
Item 7A.
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk
The information required by this item with respect to market risk is contained on page 32, within the section entitled "Management's Discussion and Analysis," located on pages 25 through 36 of the Annual Report to Shareholders for 1999, filed as Exhibit 13 to this Report on Form 10-K; such information is hereby specifically incorporated herein by reference thereto.
Item 8.
Item 8. Financial Statements and Supplementary Data
The financial statements, together with the report thereon of PricewaterhouseCoopers LLP dated February 1, 2000, appearing on pages 37 through 52 of the 1999 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.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
PART III
Item 10.
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 of the definitive Proxy Statement relating to the Registrant's Annual Meeting of Shareholders on May 4, 2000, 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.
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 of the Board of Directors on Executive Compensation," "Performance Graph," "Management Remuneration," and "Pension Plan" which are located on pages 10 through 16 of the definitive Proxy Statement relating to the Registrant's Annual Meeting of Shareholders on May 4, 2000, 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 of the Board of Directors on Executive Compensation" and "Performance Graph" which are not so incorporated by reference.
Item 12.
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 4, 2000, 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.
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.
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 Pages 9 and 10 of this Report on Form 10-K.
2. Financial Statement Schedules: the Financial Statement Schedules required to be filed by Item 8 and by paragraph (d) of this Item are listed in the Index to Financial Statements, which appears on Pages 9 and 10 of this Report on Form 10-K.
3. Exhibits: the Exhibits to this Report on Form 10-K are listed in the Index to Exhibits, which appears on Pages 19 to 23 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.
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: J. James Barr ------------------------------------- J. James Barr, President and Chief Executive Officer
DATE: March 2, 2000
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:
J. James Barr - ----------------------------- J. James Barr President, Chief March 2, 2000 Executive Officer and Director
Principal Financial Officer:
Ellen C. Wolf - ----------------------------- Ellen C. Wolf Vice President and March 2, 2000 Chief Financial Officer
Principal Accounting Officer:
Robert D. Sievers - ----------------------------- Robert D. Sievers Comptroller March 2, 2000
SIGNATURES (Cont'd.)
Directors:
Marilyn Ware - -------------------------------------- Marilyn Ware (Chairman) March 2, 2000
Anthony P. Terracciano - -------------------------------------- Anthony P. Terracciano (Vice Chairman) March 2, 2000
William O. Albertini - -------------------------------------- William O. Albertini March 2, 2000
Rhoda W. Cobb - -------------------------------------- Rhoda W. Cobb March 2, 2000
Elizabeth H. Gemmill - -------------------------------------- Elizabeth H. Gemmill March 2, 2000
- -------------------------------------- Ray J. Groves
- -------------------------------------- Henry G. Hager
Frederick S. Kirkpatrick - -------------------------------------- Frederick S. Kirkpatrick March 2, 2000
Gerald C. Smith - -------------------------------------- Gerald C. Smith March 2, 2000
- -------------------------------------- Nancy Ware Wainwright
Paul W. Ware - -------------------------------------- Paul W. Ware March 2, 2000
Ross A. Webber - -------------------------------------- Ross A. Webber March 2, 2000
William S. White - -------------------------------------- William S. White March 2, 2000
Horace Wilkins, Jr. - -------------------------------------- Horace Wilkins, Jr. March 2, 2000
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT
YEAR ENDED DECEMBER 31, 1999
AMERICAN WATER WORKS COMPANY, INC.
FINANCIAL STATEMENTS
AMERICAN WATER WORKS COMPANY, INC.
The following documents are filed as part of this report:
Page(s) in (1) FINANCIAL STATEMENTS Annual Report*
Report of Independent Accountants . . . . . . . . . . . . . . 37
Consolidated Balance Sheet of American Water Works Company, Inc. and Subsidiary Companies at December 31, 1999 and 1998 . . . . . . . . . . . . . . . . . . . . . . .38 and 39
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, 1999 . . . . . . . . . . . . . . . . . . . . . . 40
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, 1999 . . . . . . . . . . . . . . . . . . . . . . 41
Consolidated Statement of Capitalization of American Water Works Company, Inc. and Subsidiary Companies at December 31, 1999 and 1998 . . . . . . . . . . . . . . .42 and 43
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, 1999 . . . . . . . . . . . . . . . . . . . 44
Notes to Financial Statements . . . . . . . . . . . . . .45 through 52
*Incorporated by reference from the indicated pages of the 1999 Annual Report to Shareholders, which is Exhibit 13 to this Report on Form 10-K.
AMERICAN WATER WORKS COMPANY, INC.
INDEX TO FINANCIAL STATEMENTS (Continued)
(2) FINANCIAL STATEMENT SCHEDULES
Description Page(s)*
Schedule I: Report of Independent Accountants on Financial Statement Schedules. . . . . . . . . . . . . . . . . . 11
Balance Sheet of American Water Works Company, Inc. at December 31, 1999 and 1998. . . . . . . . . . . . . 13 and 14
Statements of Income and Comprehensive Income and of Retained Earnings of American Water Works Company, Inc. for each of the three years in the period ended December 31, 1999 . . . . . . . . . . . . 15 and 16
Statement of Cash Flows of American Water Works Company, Inc. for each of the three years in the period ended December 31, 1999 . . . . . . . . . . . . 17 and 18
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 numbers shown refers to the page numbers in this Report on Form 10-K.
Report of Independent Accountants on Financial Statement Schedules
To the Board of Directors of American Water Works Company, Inc.
Our audits of the consolidated financial statements referred to in our report dated February 1, 2000 appearing in the 1999 Annual Report to Shareholders of American Water Works Company, Inc. (which report and consolidated financial statements are incorporated by reference in this Annual Report on Form 10-K) also included an audit of the financial statement schedule listed in Item 14(a)(2) of this Form 10-K. In our opinion, this financial statement schedule presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.
PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania February 1, 2000
CONSENT OF INDEPENDENT ACCOUNTANTS ----------------------------------
We hereby consent to the incorporation by reference in the Registration Statement on Form S-3 (No. 33-59059) and in the Registration Statements on Form S-8 (No. 333-52309, No. 33-52923, and No. 333-14451) of American Water Works Company, Inc. of our report dated February 1, 2000 relating to the financial statements, which appears on page 37 in the Annual Report to Shareholders, which is incorporated in this Annual Report on Form 10-K. We also consent to the incorporation by reference of our report dated February 1, 2000 relating to the financial statement schedule, which appears in this Form 10-K.
PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania March 24, 2000
SCHEDULE 1
FINANCIAL INFORMATION OF AMERICAN WATER WORKS COMPANY, INC. ----------------------------------------------------------- (Dollars in thousands)
BALANCE SHEET
At December 31 1999 1998 ----------- -----------
ASSETS
Investments in subsidiaries Securities $ 1,819,412 $ 1,708,659 Notes and advances 70 762 ----------- ----------- Total investments in subsidiaries 1,819,482 1,709,421 ----------- -----------
Current assets Cash and cash equivalents 4,702 18,042 Income tax receivable from subsidiary - 2,189 Other receivables from subsidiaries 751 990 Income tax receivable 4,954 410 Other 135 139 ----------- ----------- Total current assets 10,542 21,770 ----------- -----------
Deferred debits Debt expense 467 586 Preferred stock expense 43 90 Other 1 1 ----------- ----------- Total deferred debits 511 677 ----------- ----------- Other investments 195,937 97,022 ----------- ----------- TOTAL ASSETS $ 2,026,472 $ 1,828,890 =========== ===========
CAPITALIZATION AND LIABILITIES
Capitalization Common stock $ 121,630 $ 119,789 Paid-in capital 424,434 384,255 Retained earnings 1,001,029 945,434 Accumulated other comprehensive income 92,461 33,138 Unearned compensation (1,056) (980) Treasury stock (3,700) (25) ----------- ----------- Common stockholders' equity 1,634,798 1,481,611
SCHEDULE 1 (continued)
At December 31 1999 1998 ----------- -----------
Preferred stocks with mandatory redemption requirements 40,000 40,000 Preferred stocks without mandatory redemption requirements 11,673 11,673 Long-term debt 211,472 216,992 ----------- ----------- Total capitalization 1,897,943 1,750,276 ----------- ----------- Current liabilities Bank debt 46,500 - Current portion of long-term debt 213 35,158 Interest accrued 5,338 5,398 Taxes accrued, including federal income 167 2,666 Other 890 1,020 ----------- ----------- Total current liabilities 53,108 44,242 ----------- -----------
Long-term liabilities Deferred income taxes 57,942 14,401 Other 17,479 19,971 ----------- ----------- Total long-term liabilities 75,421 34,372 ----------- ----------- Commitments and contingencies - - ----------- ----------- TOTAL CAPITALIZATION AND LIABILITIES $ 2,026,472 $ 1,828,890 =========== ===========
Capital lease obligations to a subsidiary were $685 in 1999 and $650 in 1998.
The results presented in 1999 and the restated results for 1998 reflect the pooling of interests method of accounting to recognize the acquisition of National Enterprises Inc.
SCHEDULE 1 (continued)
FINANCIAL INFORMATION OF AMERICAN WATER WORKS COMPANY, INC. ----------------------------------------------------------- (Dollars in thousands, except per share amounts)
STATEMENTS OF INCOME AND COMPREHENSIVE INCOME AND OF RETAINED EARNINGS
For the Years Ended December 31, 1999 1998 1997 -------- -------- --------
INCOME AND COMPREHENSIVE INCOME
Income from subsidiaries Equity in earnings of subsidiaries Dividends $128,860 $119,283 $102,283 Undistributed earnings 37,677 49,481 49,802 -------- -------- -------- 166,537 168,764 152,085 Interest 5 6 7 Other income 1,222 1,377 922 -------- -------- -------- 167,764 170,147 153,014 -------- -------- -------- Expenses Operating and administrative expenses 16,236 12,459 9,803 General taxes 526 266 281 Interest 17,879 17,299 13,817 Merger related costs 9,876 352 - Amortization of debt expense 120 114 63 -------- -------- -------- 44,637 30,490 23,964 -------- -------- -------- Income before income taxes 123,127 139,657 129,050 Provision for income taxes (15,822) (10,782) (8,641) -------- -------- -------- Net income 138,949 150,439 137,691 Dividends on preferred stocks 3,984 3,984 3,984 -------- -------- -------- Net income to common stock 134,965 146,455 133,707
Other comprehensive income Unrealized gains on securities 102,604 47,083 5,348 Income taxes on other comprehensive income (43,281) (17,959) (1,334) -------- -------- -------- Other comprehensive income, net 59,323 29,124 4,014 -------- -------- -------- Comprehensive income $194,288 $175,579 $137,721 ======== ======== ======== Average shares of basic common stock outstanding 96,544 95,234 94,080 Basic and diluted earnings per common share on average shares outstanding $1.40 $1.54 $1.42 ======== ======== ========
SCHEDULE 1 (continued)
For the Years Ended December 31, 1999 1998 1997 -------- -------- --------
RETAINED EARNINGS
Balance at beginning of year $ 945,434 $ 870,368 $ 803,085 Add: net income 138,949 150,439 137,691 --------- --------- --------- 1,084,383 1,020,807 940,776 --------- --------- ---------
Deduct: dividends paid Preferred stock 3,528 3,528 3,528 Preference stock 456 456 456 Common stock - $.86 per share in 1999 $.82 per share in 1998, $.76 per share in 1997 76,479 65,781 60,084 National Enterprises Inc. common stock 2,891 5,608 6,340 --------- --------- --------- 83,354 75,373 70,408 --------- --------- --------- Balance at end of year $1,001,029 $ 945,434 $870,368 ========== ========= =========
The results presented in 1999 and the restated results for 1998 and 1997 reflect the pooling of interests method of accounting to recognize the acquisition of National Enterprises Inc.
SCHEDULE 1 (continued)
FINANCIAL INFORMATION OF AMERICAN WATER WORKS COMPANY, INC. ----------------------------------------------------------- (Dollars in thousands)
STATEMENT OF CASH FLOWS
For The Years Ended December 31, 1999 1998 1997 -------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $138,949 $150,439 $137,691 Adjustments Undistributed earnings of subsidiaries (37,677) (49,481) (49,802) Employee stock plan expense 169 98 585 Other, net (40) 1,892 1,197 Changes in assets and liabilities Other current assets (2,112) (1,436) (319) Taxes accrued, including federal income (2,499) 1,512 178 Interest accrued (60) 3,345 191 Other current liabilities (130) 238 (802) -------- -------- -------- Net cash from operating activities 96,600 106,607 88,919 -------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Investment in subsidiaries common stock (73,076) (102,547) (68,148) Repayment (borrowing) of promissory notes by subsidiaries 692 (672) 10 Supplemental executive retirement plan funding (653) (3,449) (950) -------- -------- -------- Net cash used in investing activities (73,037) (106,668) (69,088) -------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from common stock, net of issuance costs 41,913 36,227 28,041 Dividends paid (83,354) (75,373) (70,408) Net borrowings (repayments) under line-of-credit agreements 46,500 (59,500) 21,400 Intercompany borrowings, net - (3,013) 3,013 Redemption of preferred stock from subsidiary 100 - - Purchase of common stock for treasury (1,190) - - Proceeds from long-term debt - 120,000 -
SCHEDULE 1 (continued)
For The Years Ended December 31, 1999 1998 1997 -------- -------- --------
Repayment of long-term debt (40,872) (765) (1,073) Debt issuance costs - (352) - -------- -------- -------- Net cash from (used in) financing activities (36,903) 17,224 (19,027) -------- -------- -------- Net (decrease) increase in cash and cash equivalents (13,340) 17,163 804 Cash and cash equivalents at beginning of year 18,042 879 75 -------- -------- -------- Cash and cash equivalents at end of year $ 4,702 $ 18,042 $ 879 ======== ======== ========
Cash paid (received) during the year for:
Interest $ 17,939 $ 13,954 $ 13,626 ======== ======== ======== Income taxes $(11,178) $ (9,162) $ (7,786) ======== ======== ========
Common stock issued in lieu of cash in connection with the Long-Term Performance-Based Incentive plan totaled $105 in 1999, $111 in 1998 and $437 in 1997.
The results presented in 1999 and the restated results for 1998 and 1997 reflect the pooling of interests method of accounting to recognize the acquisition of National Enterprises Inc.
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.
4 Instruments Defining the Rights of Security Holders, Including Indentures
(a) Indenture dated as of November 1, 1977 between the Registrant and The Fidelity Bank (name later changed to First Union National Bank), Trustee, is incorporated herein by reference to Exhibit E to Form 10-K report of the Registrant for 1977.
AMERICAN WATER WORKS COMPANY, INC.
INDEX TO EXHIBITS
Exhibit Number Description
4 (cont'd) (b) 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, is incorporated herein by reference to Exhibit 4(c) to Form 10-K report of the Registrant for 1992.
(c) Third Supplemental Indenture dated as of July 2, 1998 between the Registrant and First Union National Bank, as Trustee, is incorporated herein by reference to Exhibit 4(d) to Form 10-K report of the Registrant for 1998.
(d) 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.
10 Material Contracts
(a) Employees' Stock Ownership Plan of the Registrant and Its Designated Subsidiaries, as Amended and Restated Effective January 1, 1989, is incorporated herein by reference to Exhibit 10(a) to Form 10-K report of the Registrant for 1994.
(b) Amendment No. 1 to Employees' Stock Ownership Plan of the Registrant is incorporated herein by reference to Exhibit 10(b) to Form 10-K report of the Registrant for 1995.
(c) Amendment No. 2 to Employees' Stock Ownership Plan of the Registrant is incorporated herein by reference to Exhibit 10(c) to Form 10-K report of the Registrant for 1996.
(d) 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.
AMERICAN WATER WORKS COMPANY, INC.
INDEX TO EXHIBITS
Exhibit Number Description
10 (cont'd) (e) 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.
(f) Long-Term Performance-Based Incentive Plan of the Registrant, effective as of January 1, 1993, is incorporated herein by reference to Exhibit 10(f) to Form 10-K report of the Registrant for 1994.
(g) Annual Incentive Plan of the Registrant, effective as of January 1, 1996, is incorporated herein by reference to Exhibit 10(j) to Form 10-K report of the Registrant for 1995.
(h) Amendment No. 1 to the Annual Incentive Plan of the Registrant is incorporated herein by reference to Exhibit 10(h) to Form 10-K report of the Registrant for 1997.
(i) Deferred Compensation Plan of the Registrant, as amended and restated effective October 1, 1998, is incorporated herein by reference to Exhibit 10(i) to Form 10-K report of the Registrant for 1998.
(j) Stay Incentive Award for J. James Barr dated November 6, 1997, is incorporated herein by reference to Exhibit 10(k) to Form 10-K report of the Registrant for 1997.
(k) Consulting Agreement commencing May 7, 1998 between registrant and Anthony P. Terracciano, is incorporated herein by reference to Exhibit 10 to Form 10-Q report of the Registrant for the period ended June 30, 1998.
(l) Amendment dated December 22, 1998 to Consulting Agreement between registrant and Anthony P. Terracciano is incorporated herein by reference to Exhibit 10 to Form 10-Q report of the Registrant for the period ended March 31, 1999.
(m) Amendment dated May 6, 1999 to Consulting Agreement between registrant and Anthony P. Terracciano is incorporated herein by reference to Exhibit 10 to Form 10-Q report of the Registrant for the period ended June 30, 1999.
AMERICAN WATER WORKS COMPANY, INC.
INDEX TO EXHIBITS
Exhibit Number Description
10 (cont'd) (n) Amendment dated October 1, 1999 to Consulting Agreement between registrant and Anthony P. Terracciano is incorporated herein by reference to Exhibit 10 to Form 10-Q report of the Registrant for the period ended September 30, 1999.
(o) 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.
(p) Agreement and Plan of Merger dated as of October 28, 1999 among American Water Works Company, Inc., SJW Acquisition Corp. and SJW Corp., is filed herewith.
(q) 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 filed herewith.
(r) 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 filed herewith.
(s) 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 filed herewith.
(t) 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 filed herewith.
(u) 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 filed herewith.
(v) 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 filed herewith.
AMERICAN WATER WORKS COMPANY, INC.
INDEX TO EXHIBITS
Exhibit Number Description
13 Annual Report to Security Holders
The Registrant's Annual Report to Shareholders for 1999 is filed as exhibit hereto solely to the extent portions thereof are specifically incorporated herein by reference.
21 Subsidiaries of the Registrant
Subsidiaries of the Registrant as of December 31, 1999.
23 Consents of Experts and Counsel
See "Consent of Independent Accountants" on page 12 of this Report on Form 10-K.
27 Financial Data Schedule
Financial Data Schedule for the fiscal year ended December 31, 1999, is filed herewith electronically.