American Water Works Company (AWK) SEC Filings

American Water Works Company, Inc. (AWK) reported third-quarter operating revenue of $1.510 billion, versus $1.451 billion a year earlier, and net income attributable to common shareholders of $387 million versus $379 million. Diluted earnings per share was $1.94 in both periods. For the first nine months, operating revenue was $4.072 billion versus $3.869 billion, and operating cash flow was $1.635 billion versus $1.396 billion.

Rate case authorizations effective in 2026 represented $179 million in annualized incremental revenues; infrastructure surcharge authorizations represented $105 million. The completed $319 million acquisition of entities owning regulated water and wastewater systems from Nexus Regulated Utilities, LLC added approximately 47,000 customer connections. Under the proposed stock-for-stock merger, each eligible Essential Utilities share would be exchanged for 0.305 AWK shares; closing is estimated by the end of the first quarter of 2027, subject to closing conditions and required regulatory approvals.

American Water Capital Corp. completed a $500 million sale of 5.550% senior notes due 2033, receiving approximately $497 million net of underwriting discounts and before offering expenses. Total available liquidity was $1.343 billion as of September 30, 2026. The quarterly dividend was $0.8950 per share, paid September 1, 2026, and declared for payment December 1, 2026.

American Water Works Company, Inc. (AWK) reported a key regulatory step in its proposed merger with Essential Utilities, Inc. American Water, Essential Utilities and affiliates filed a joint petition for non-unanimous settlement with the Pennsylvania Public Utility Commission (PaPUC) on September 15, 2026, in the ongoing approval proceeding for the merger.

The settlement was reached with the PaPUC’s Bureau of Investigation and Enforcement, the Office of Consumer Advocate, the Office of Small Business Advocate and certain other parties, while one or more parties did not join. Administrative Law Judges will first review the settlement and issue a Recommended Decision to the PaPUC, after which the PaPUC will decide whether to approve it. The companies include extensive forward-looking statements highlighting that completion, timing, benefits and regulatory approvals for the merger remain subject to multiple risks and uncertainties.

American Water Works Company, Inc. (AWK), through its wholly owned finance subsidiary American Water Capital Corp. (AWCC), completed a registered public offering of $500.0 million aggregate principal amount of 5.550% Senior Notes due 2033. The notes benefit from a long-standing Support Agreement from American Water and were issued under AWCC’s existing indenture.

AWCC received approximately $496.6 million in net proceeds on September 16, 2026, after underwriting discounts and before expenses. AWCC intends to use the proceeds to repay at maturity $250.0 million of its 3.000% senior notes due December 1, 2026, lend funds to American Water and its regulated subsidiaries, repay a portion of its commercial paper, and for general corporate purposes.

American Water Works Company, Inc. (AWK), through its finance subsidiary American Water Capital Corp. (AWCC), is offering $500,000,000 principal amount of 5.550% Senior Notes due 2033 under its shelf registration. The notes are unsecured senior obligations of AWCC, benefit from a support agreement from American Water, and are not guaranteed by other subsidiaries.

The notes mature on October 1, 2033, pay interest semi-annually on April 1 and October 1 starting April 1, 2027, and may be redeemed early by AWCC, including at a make-whole price before the Par Call Date and at par thereafter. The price to the public is 99.951% of principal, with underwriting discounts of 0.625%, for gross proceeds to AWCC of about $496.6 million, and estimated net proceeds of about $495.3 million after expenses. As of June 30, 2026, American Water had $15,991 million of total consolidated debt, and AWCC had $1,499 million of commercial paper outstanding, giving context to the new issuance.

American Water Works Company, Inc. (AWK), through its finance subsidiary American Water Capital Corp. (AWCC), is offering a new series of unsecured senior notes under its shelf registration. The notes will pay fixed interest semi-annually on April 1 and October 1, beginning April 1, 2027, and will mature on an October 1 date in a future year. AWCC may redeem the notes at its option, including a make-whole redemption prior to a specified Par Call Date and at par thereafter, as described in the offering documents.

The notes rank equally with AWCC’s other senior unsecured debt and are structurally subordinated to secured debt and to obligations of American Water’s operating subsidiaries. A support agreement from American Water Works Company, Inc. functions as a full and unconditional guarantee, but that obligation is effectively subordinated to the liabilities of subsidiaries other than AWCC. AWCC is a financing vehicle that on-lends all long-term debt proceeds to American Water and its regulated utility subsidiaries.

American Water generated $5,140 million of consolidated operating revenues and $1,111 million of net income attributable to common shareholders in 2025, and had $15,991 million of total consolidated debt as of June 30, 2026. As of that date, long-term debt totaled $14,492 million (including $446 million current portion), commercial paper at AWCC was $1,499 million, and AWCC had $78 million of letters of credit outstanding. Risk factors emphasize dependence on subsidiary distributions to service the notes, the ability of subsidiaries to incur additional debt that would be effectively senior, and the possibility of limited secondary-market liquidity for the notes.

American Water Works Company, Inc. (AWK), through its subsidiary New Jersey American Water, received an order from the New Jersey Board of Public Utilities on September 9, 2026 approving a settlement in its general rate case. The order authorizes a $68 million annualized increase in water and wastewater revenues effective September 15, 2026, based on an authorized 9.5% return on equity, a $6.06 billion rate base, and a capital structure of 54.0% common equity and 46.0% long-term debt.

The revenue increase is driven primarily by $1.4 billion of incremental capital investments since the last general rate case and is intended to support continued upgrades to treatment, transmission and distribution systems, including approximately 120 miles of main replacement, lead service line work and PFAS-related treatment. Separately, New Jersey American Water will return more than $79 million in PFAS litigation proceeds and interest to eligible water customers via a $9.88 monthly PFAS settlement credit for 12 months under the PFAS Litigation Universal Surcredit (PLUS), which for many customers will more than offset the near-term bill impact of the new rates.

American Water Works Company, Inc. (AWK) reports that, on August 28, 2026, Administrative Law Judges in the Pennsylvania Public Utility Commission proceeding related to the proposed merger of Essential Utilities, Inc. into a wholly owned subsidiary of American Water issued an interim order. The order states that American Water, Essential Utilities, and certain affiliates have reached a non-unanimous settlement in that proceeding. This settlement remains subject to approval by the Pennsylvania Public Utility Commission. The company also highlights extensive forward-looking statement cautions, noting that completion, timing, regulatory approvals, and anticipated benefits of the proposed merger are uncertain and subject to numerous risks outlined in prior SEC filings and a joint proxy statement/prospectus.

Wellington Management Group LLP and affiliated entities report a significant institutional stake in American Water Works Company, Inc. They collectively report beneficial ownership of 14,911,972 shares of common stock, representing 7.64% of the class as of June 30, 2026.

Across the reporting entities, there is shared voting power over 14,761,889 shares and shared dispositive power over 14,911,963 shares, with no sole voting or dispositive power. The shares are held of record by clients of various Wellington investment advisers, which are controlled through a holding-company structure headed by Wellington Management Group LLP. The clients retain the economic rights to dividends and sale proceeds, and no individual client is known to hold more than five percent of this class.

American Water Works Company, Inc. reported second quarter 2026 diluted and adjusted earnings of $1.61 per share, compared to $1.48 and $1.49 per share, respectively, in 2025. Year-to-date 2026 diluted EPS was $2.61 and adjusted EPS was $2.62, compared to $2.53 and $2.51 in 2025.

Operating revenues were $1,355 million for the quarter and $2,562 million year-to-date, driven mainly by new rates and acquisitions in the Regulated Businesses, where net income reached $331 million for the quarter and $539 million year-to-date. The company invested $1.8 billion in infrastructure and growth in the first half of 2026 and plans approximately $3.7 billion of capital investment for the full year, including acquisitions and about 52,000 new customer connections.

The company affirmed its 2026 adjusted EPS guidance range of $6.02 to $6.12 and long-term EPS and dividend growth targets of 7-9%. Since January 1, 2026, regulators have authorized $216 million of additional annualized revenues, and a proposed merger with Essential Utilities continues to progress with three state approvals and a settlement in principle reached in Texas. The board declared a quarterly dividend of $0.8950 per share, payable September 1, 2026.