Delaware |
51-0063696 | |
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) | |
1025 Laurel Oak Road, Voorhees, New Jersey |
08043 | |
(Address of Principal Executive Offices) |
(Zip Code) |
Title of Each Class |
Name of Each Exchange on 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 |
Name |
Age |
Business Experience During Past Five Years | ||
J. James Barr |
60 |
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 |
48 |
Vice President and Chief Financial Officer of the Registrant since May, 1999. Vice President-Treasurer of Bell Atlantic Corporation prior thereto. | ||
W. Timothy Pohl |
47 |
General Counsel and Secretary of the Registrant. | ||
Joseph F. Hartnett, Jr. |
50 |
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 |
48 |
Comptroller of the Registrant. |
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. |
1. |
A report on Form 8-K was filed on October 30, 2001 by the Registrant regarding the release of the Companys third quarter earnings. |
2. |
A report on Form 8-K was filed on November 7, 2001 by the Registrant regarding the note purchase agreement with RWE/AG. |
3. |
A report on Form 8-K was filed on November 8, 2001 by the Registrant regarding completion of the acquisition of Azurix North America Corp. and Azurix Industrials Corp.
|
By: /s/ J. JAMES BARR | ||
J. James Barr, President and Chief Executive Officer | ||
Signature |
Title |
Date | ||
Principal Executive Officer: |
||||
/S/ J. JAMES BARR |
||||
J. James Barr |
President, Chief Executive Officer and Director |
March 7, 2002 | ||
Principal Financial Officer: |
||||
/S/ ELLEN C. WOLF |
||||
Ellen C. Wolf |
Vice President and Chief Financial Officer |
March 7, 2002 | ||
Principal Accounting Officer: |
||||
/S/ ROBERT D. SIEVERS |
||||
Robert D. Sievers |
Comptroller |
March 7, 2002 |
Directors: |
||
/S/ MARILYN WARE |
||
Marilyn Ware (Chairman) |
March 7, 2002 | |
/S/ ANTHONY P. TERRACCIANO |
||
Anthony P. Terracciano (Vice Chairman) |
March 7, 2002 | |
/S/ WILLIAM O. ALBERTINI |
||
William O. Albertini |
March 7, 2002 | |
/S/ RHODA W. COBB |
||
Rhoda W. Cobb |
March 7, 2002 | |
/S/ ELIZABETH H. GEMMILL |
||
Elizabeth H. Gemmill |
March 7, 2002 | |
/S/ RAY J. GROVES |
||
Ray J. Groves |
March 7, 2002 | |
/S/ HENRY G. HAGER |
||
Henry G. Hager |
March 7, 2002 | |
/S/ FREDERICK S. KIRKPATRICK |
||
Frederick S. Kirkpatrick |
March 7, 2002 | |
/S/ GERALD C. SMITH |
||
Gerald C. Smith |
March 7, 2002 | |
/S/ NANCY WARE WAINWRIGHT |
||
Nancy Ware Wainwright |
March 7, 2002 | |
/S/ PAUL W. WARE |
||
Paul W. Ware |
March 7, 2002 | |
/S/ ROSS A. WEBBER |
||
Ross A. Webber |
March 7, 2002 | |
/S/ WILLIAM S. WHITE |
||
William S. White |
March 7, 2002 | |
/S/ HORACE WILKINS, JR. |
||
Horace Wilkins, Jr. |
March 7, 2002 |
Page(s) in Annual Report* | ||
Report of Independent Accountants |
21 | |
Consolidated Balance Sheet of American Water Works Company, Inc. and Subsidiary Companies at December 31, 2001 and 2000 |
22 and 23 | |
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, 2001 |
24 | |
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, 2001 |
25 | |
Consolidated Statement of Capitalization of American Water Works Company, Inc. and Subsidiary Companies at December 31, 2001 and 2000 |
26 and 27 | |
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, 2001 |
28 | |
Notes to Financial Statements |
29 through 40 |
* |
Incorporated by reference from the indicated pages of the 2001 Annual Report to Shareholders, which is Exhibit 13 to this Report on Form 10-K. |
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, previously incorporated by
reference to Exhibit 3(a) to Form 10-K report of the Registrant for 1996, is filed herewith. | ||
(b) Certificate of Amendment of the Restated Certificate of Incorporation of the Registrant, effective May 9, 1989, previously
incorporated by reference to Exhibit 3(b) to Form 10-K report of the Registrant for 1996, is filed herewith. | ||
(c) Certificate of Amendment of the Restated Certificate of Incorporation of the Registrant, effective May 3, 1990, previously
incorporated by reference to Exhibit 3(c) to Form 10-K report of the Registrant for 1996, is filed herewith. | ||
(d) Certificate of Amendment of the Restated Certificate of Incorporation of the Registrant, effective May 2, 1996, previously
incorporated by reference to Exhibit 3(e) to Form 10-K report of the Registrant for 1996, is filed herewith. | ||
(e) 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. | ||
(f) 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. |
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 is authorized 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 is incorporated herein by reference to Exhibit 2 to the Registrants
Registration Statements on Form S-3, No. 33-59059. (currently suspended) | ||
(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 the Registration Statement on Form 8-A, No. 1-3437-2, filed by the Registrant on March 1, 1999. | ||
(d) First Amendment to the Rights Agreement, dated June 1, 2000 is incorporated herein by reference to the Amendment No. 1 to the
Registration Statement on Form 8-A, No. 1-3437-2, filed by the Registrant on June 1, 2000. | ||
(e) Second Amendment, dated as of September 16, 2001, to the Rights Agreement, dated as of February 18, 1999, as amended June 1,
2000, by and between American Water Works Company, Inc. and Fleet National Bank (formerly known as BankBoston N.A.) is incorporated herein by reference to Amendment No. 2 to the Registration Statement on Form 8-A, No. 1-3437-2, filed by the
Registrant on September 17, 2001. | ||
(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 Form S-3, No. 333-54660, filed by the Registrant and American Water Capital Corp. on January 3, 2001. |
Exhibit Number |
Description | |
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. | ||
(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 incorporated herein by
reference to Exhibit 10(c) to Form 10-K report of the Registrant for 2000. | ||
(d) Director Deferred Compensation Plan of the Registrant, as in effect on January 1, 2001, is incorporated herein by reference
to Exhibit 10(c) to Form 10-K report of the Registrant for 2000. | ||
(e) 2000 Stock Award and Incentive Plan of the Registrant is incorporated herein by reference as Appendix A of the definitive
Proxy Statement relating to the Registrants Annual Meeting of Shareholders on May 4, 2000. | ||
(f) 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 Registrants Quarterly Report on Form 10-Q for the period ended June 30, 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 Registrants Annual Meeting of Shareholders on May 3, 2001. | ||
(g) Change in Control Agreement, and summary thereof, between the Registrant and certain executives is incorporated herein by
reference to Exhibit 10(c) to the Registrants Quarterly Report on Form 10-Q for the period ended June 30, 2000. | ||
(h) The summary of the Retention Bonus Program between the Registrant and its executives and other key associates is filed
herewith. |
Exhibit Number |
Description | |
10 (contd) |
(i) Employees Stock Ownership Plan of the Registrant as amended and restated effective August 1, 1999 is incorporated
herein by reference to Exhibit 10(d) to the Registrants Quarterly Report on Form 10-Q for the period ended June 30, 2000. | |
(j) First Amendment to the Employees Stock Ownership Plan of the Registrant dated December 18, 2001 is filed
herewith. | ||
(k) Agreement and Plan of Merger, dated as of September 16, 2001, by and among American Water Works Company, Inc., RWE
Aktiengesellschaft, Thames Water Aqua Holdings GmbH and Apollo Acquisition Company is incorporated herein by reference to the Registrants Form 8-K filed on September 17, 2001. | ||
(l) Note Purchase Agreement for up to $1.2 billion 4.92% senior notes due November 6, 2006 is incorporated herein by reference to
the Registrants Form 8-K filed on November 14, 2001. | ||
(m) Exchange and Registration Rights Agreement dated November 6, 2001 is filed herewith. | ||
(n) 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. | ||
(o) First Amendment, dated June 26, 2001, to the 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 for the Lenders is filed herewith. | ||
(p) 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 incorporated herein by reference to Exhibit 10(q) to the Registrants Annual Report of Form 10-K for the period ended December 31, 1999. | ||
(q) 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 incorporated herein by reference to Exhibit 10(r) to the Registrants Annual Report of Form 10-K for the period ended December 31, 1999. |
Exhibit Number |
Description | |
10 (contd) |
(r) 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 incorporated herein by reference to Exhibit 10(s) to the Registrants Annual Report of Form 10-K for the period ended December 31, 1999. | |
(s) 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 incorporated herein by reference to Exhibit 10(t) to the Registrants Annual Report of Form 10-K for the period ended December 31, 1999. | ||
(t) 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 incorporated herein by reference to Exhibit 10(u) to the Registrants Annual Report of Form 10-K for the period ended December 31, 1999. | ||
(u) 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 incorporated herein by reference to Exhibit 10(v) to the Registrants Annual Report of Form 10-K for the period ended December 31, 1999. | ||
13 |
Annual Report to Security Holders | |
The Registrants Annual Report to Shareholders for 2001 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, 2001. | |
23 |
Consents of Experts and Counsel | |
See Consent of Independent Accountants on page 10 of this Report on Form 10-K. |