8-K
American Water Works Company, Inc. (AWK)
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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): November 17, 2022
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<br>of incorporation) | (IRS Employer<br>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))
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. ☐
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 |
Item 8.01. Other Events.
California Coastal Commission Approval of Coastal Development Permit Application
On November 18, 2022, California-American Water Company (“Cal Am”), a wholly owned subsidiary of American Water Works Company, Inc. (the “Company”), announced that on November 17, 2022, the California Coastal Commission approved Cal Am’s original jurisdiction coastal development permit application for intake slant wells to supply water to a desalination plant that Cal Am intends to construct as a component of the Monterey Peninsula Water Supply Project (the “Water Supply Project”). The Water Supply Project is intended, among other things, to fulfill obligations of Cal Am to eliminate unauthorized diversions from the Carmel River as required under orders of the California State Water Resources Control Board. Cal Am will continue to seek the remaining permits necessary to construct the Water Supply Project. Construction of the desalination plant is expected to begin in 2024 and the desalination plant is estimated to be in-service by the end of 2027.
A copy of the press release issued by Cal Am on November 18, 2022 has been filed as Exhibit 99.1 hereto and is incorporated herein by reference. References and links to websites and other information contained in the press release are not provided as active hyperlinks, and the information contained in or accessed through these hyperlinks shall not be incorporated into, or form a part of, this Current Report on Form 8-K.
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, Section 21E of the Exchange Act 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, 2021, as filed with the Securities and Exchange Commission (the “SEC”) on February 16, 2022, and other filings with the SEC, and additional risks and uncertainties, including with respect to: (1) obtaining the remaining regulatory and other approvals and consents required to construct the desalination plant and to complete the other components of the Water Supply Project; (2) the timing of the in-service date for the desalination plant; (3) unexpected costs, liabilities or delays associated with the Water Supply Project and the construction of the desalination plant; (4) regulatory, legislative, local, municipal or private actions or challenges to the Water Supply Project or the construction of the desalination plant; and (5) other economic, business and other factors.
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 or Cal Am’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. The foregoing factors should not be construed as exhaustive.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits to this Current Report have been provided herewith as noted below:
| Exhibit No. | Description of Exhibit |
|---|---|
| 99.1* | Press Release, dated November 18, 2022, issued by Cal Am. |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are included and formatted as Inline XBRL). |
* Filed herewith.
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: | November 18, 2022 | By: | /s/ JOHN C. GRIFFITH |
| John C. Griffith | |||
| Executive Vice President and Chief Financial Officer |
4
Document
Exhibit 99.1
California Coastal Commission Approves Desalination Slant Well Permit
Decision a Victory for Monterey Peninsula Residents and Businesses
MONTEREY, Calif. (November 18, 2022) – On November 17, 2022, the California Coastal Commission (Commission) supported its staff recommendation and approved a development permit for intake slant wells needed to provide ocean water and brackish groundwater to California American Water’s proposed desalination plant. With this approval, the Monterey Peninsula is a critical step closer to finally solving the region’s decades-long water supply crisis.
“With the Commission’s vote and approval, we have received the major regulatory milestone needed to finally solve the long-standing water supply needs of the Monterey Peninsula,” said Kevin Tilden, president of California American Water. “This is a significant victory for the Carmel River, and will support desperately needed new housing, economic development and vitality, as well as help ensure water security for those who live and work on the Monterey Peninsula.”
The desalination plant is one of three major components that California American Water – the Peninsula’s water provider – has supported to diversify the area’s water supply and relieve the over-drafted Carmel River Aquifer. The other two components of the Monterey Peninsula Water Supply Project are aquifer storage and recovery and a groundwater replenishment and recycled water project that together with other smaller projects will bring drought-proof and environmentally sustainable water supplies to the Monterey Peninsula.
California American Water held more than 24 community workshops and meetings around Monterey County in the last three months to answer questions and receive feedback from community members. Over 100 supporters sent letters and spoke at the Coastal Commission hearing to advocate for the need to develop new water supplies for new housing, jobs, and environmental protection. The company had offered solutions to many of the major concerns that were raised in these meetings, including future system demands, public access to coastal resources and habitat protection.
Additional conditions required by the Commission include California American Water agreeing to expand and improve affordability programs for customers and ongoing outreach and reporting to the City of Marina. A $3 million community benefit for Marina residents to address concerns about the location of the intake wells in the city was also included as a condition.
With the Commission's approval, California American Water expects to receive the remaining customary permits. Construction is expected to begin in 2024 and be in service by the end of 2027. California American Water expects to maximize State Revolving Fund financing and other available grants to help reduce the cost impact to customers.
"This project was conceived a decade ago and has been through extensive review and comment by key stakeholders,” Tilden said. "This was a truly collaborative process that incorporated perspectives and interested parties on the Peninsula whether they be our government partners, community organizations, or individual citizens. We listened and, to the extent reasonably possible, addressed their concerns. Subjects of discussion included water supply needs, affordability, public access, community benefits, saltwater intrusion, equity, and a myriad of other important topics.”
The plant has an initial 4.8 million-gallons-per-day capacity and will rely on greenhouse gas-free renewable energy sources. It is designed, however, to accommodate a phased increase in capacity to provide for future needs for the Peninsula and region, and possible direct public participation in the project. This added flexibility in design was in response to concern regarding future supply needs.
About California American Water: California American Water, a subsidiary of American Water (NYSE: AWK), provides high-quality and reliable water and wastewater services to more than 725,000 people. Information regarding California American Water’s service areas can be found on the company’s website www.californiaamwater.com.
About American Water: With a history dating back to 1886, American Water is the largest and most geographically diverse U.S. publicly traded water and wastewater utility company. The company employs more than 6,400 dedicated professionals who provide regulated and regulated-like drinking water and wastewater services to more than 14 million people in 24 states. American Water provides safe, clean, affordable, and reliable water services to our customers to help keep their lives flowing. For more information, visit amwater.com and diversityataw.com. Follow American Water on Twitter, Facebook and LinkedIn.
Media Contacts
Evan Jacobs
Director, External Affairs
Phone: 707-495-6135
Email: evan.jacobs@amwater.com