Table of Contents
þ | ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRAINSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Bryn Mawr, Pennsylvania 19010-3489
(610) 527-8000
I.R.S. Employer Identification Number 23-1702594
Name of each exchange on | ||
Title of each class | which registered | |
Common stock, par value $.50 per share | New York Stock Exchange, Inc. |
Yesþ Noo
Yeso Noþ
Large accelerated filerþ | Accelerated filero | Non-accelerated filero | Small reporting companyo | |||
(do not check if smaller reporting company) |
Page | ||||||||
4 | ||||||||
14 | ||||||||
19 | ||||||||
19 | ||||||||
20 | ||||||||
21 | ||||||||
21 | ||||||||
23 | ||||||||
23 | ||||||||
23 | ||||||||
24 | ||||||||
24 | ||||||||
24 | ||||||||
25 | ||||||||
25 | ||||||||
27 | ||||||||
27 | ||||||||
27 | ||||||||
27 | ||||||||
28 | ||||||||
29 | ||||||||
31 | ||||||||
Exhibit 3.3 | ||||||||
Exhibit 4.36 | ||||||||
Exhibit 4.37 | ||||||||
Exhibit 10.24 | ||||||||
Exhibit 10.32 | ||||||||
Exhibit 10.35 | ||||||||
Exhibit 10.36 | ||||||||
Exhibit 10.37 | ||||||||
Exhibit 10.38 | ||||||||
Exhibit 10.39 | ||||||||
Exhibit 10.40 | ||||||||
Exhibit 10.41 | ||||||||
Exhibit 10.42 | ||||||||
Exhibit 10.43 | ||||||||
Exhibit 10.44 | ||||||||
Exhibit 10.45 | ||||||||
Exhibit 10.46 | ||||||||
Exhibit 10.47 | ||||||||
Exhibit 10.48 | ||||||||
Exhibit 10.49 | ||||||||
Exhibit 10.50 | ||||||||
Exhibit 13.1 | ||||||||
Exhibit 21.1 | ||||||||
Exhibit 23.1 | ||||||||
Exhibit 31.1 | ||||||||
Exhibit 31.2 | ||||||||
Exhibit 32.1 | ||||||||
Exhibit 32.2 |
Table of Contents
• | projected capital expenditures and related funding requirements; |
• | the availability and cost of capital; |
• | developments, trends and consolidation in the water and wastewater utility industries; |
• | dividend payment projections; |
• | opportunities for future acquisitions, the success of pending acquisitions and the impact of future acquisitions; |
• | the capacity of our water supplies, water facilities and wastewater facilities; |
• | the impact of geographic diversity on our exposure to unusual weather; |
• | the impact of conservation awareness of customers and more efficient plumbing fixtures and appliances on water usage per customer; |
• | our capability to pursue timely rate increase requests; |
• | our authority to carry on our business without unduly burdensome restrictions; |
• | our ability to obtain fair market value for condemned assets; |
• | the impact of fines and penalties; |
• | changes in laws, governmental regulations and policies, including environmental, health and water quality and public utility regulations and policies; |
• | the decisions of governmental and regulatory bodies, including decisions to raise or lower rates; |
• | the development of new services and technologies by us or our competitors; |
• | the availability of qualified personnel; |
• | the condition of our assets; |
• | the impact of legal proceedings; |
• | general economic conditions; |
• | acquisition-related costs and synergies; and |
• | the forward-looking statements contained under the heading “Forward-Looking Statements” in the section entitled “Management’s Discussion and Analysis” from the portion of our 2008 Annual Report to Shareholders incorporated by reference herein and made a part hereof. |
2
Table of Contents
• | changes in general economic, business, credit and financial market conditions; |
• | changes in government regulations and policies, including environmental and public utility regulations and policies; |
• | changes in environmental conditions, including those that result in water use restrictions; |
• | abnormal weather conditions; |
• | changes in, or unanticipated, capital requirements; |
• | changes in our credit rating or the market price of our common stock; |
• | our ability to integrate businesses, technologies or services which we may acquire; |
• | our ability to manage the expansion of our business; |
• | the extent to which we are able to develop and market new and improved services; |
• | the effect of the loss of major customers; |
• | our ability to retain the services of key personnel and to hire qualified personnel as we expand; |
• | labor disputes; |
• | increasing difficulties in obtaining insurance and increased cost of insurance; |
• | cost overruns relating to improvements or the expansion of our operations; |
• | increases in the costs of goods and services; |
• | civil disturbance or terroristic threats or acts; and |
• | changes in accounting pronouncements. |
3
Table of Contents
Operating | Operating | |||||||
Revenues | Revenues | |||||||
(000’s) | (%) | |||||||
Pennsylvania | $ | 331,082 | 52.8 | % | ||||
Texas | 51,352 | 8.2 | % | |||||
Ohio | 42,059 | 6.7 | % | |||||
Illinois | 41,267 | 6.6 | % | |||||
North Carolina | 35,156 | 5.6 | % | |||||
New Jersey | 29,354 | 4.7 | % | |||||
New York | 26,710 | 4.3 | % | |||||
Indiana | 17,452 | 2.8 | % | |||||
Florida | 16,826 | 2.7 | % | |||||
Virginia | 12,087 | 1.9 | % | |||||
Maine | 10,361 | 1.7 | % | |||||
Other states | 1,456 | 0.1 | % | |||||
Regulated segment total | 615,162 | 98.1 | % | |||||
Other | 11,810 | 1.9 | % | |||||
Consolidated | $ | 626,972 | 100.0 | % | ||||
4
Table of Contents
Operating | Operating | |||||||
Revenues | Revenues | |||||||
(000’s) | (%) | |||||||
Residential water | $ | 374,572 | 59.7 | % | ||||
Commercial water | 90,062 | 14.4 | % | |||||
Fire protection | 28,250 | 4.5 | % | |||||
Industrial water | 19,873 | 3.2 | % | |||||
Other water | 30,254 | 4.8 | % | |||||
Water | 543,011 | 86.6 | % | |||||
Wastewater | 58,873 | 9.4 | % | |||||
Other utility | 13,278 | 2.1 | % | |||||
Regulated segment total | 615,162 | 98.1 | % | |||||
Other | 11,810 | 1.9 | % | |||||
Consolidated | $ | 626,972 | 100.0 | % | ||||
5
Table of Contents
• | the benefits of economies of scale; |
• | increasingly stringent environmental regulations; |
• | the need for substantial capital investment; |
• | limited access to cost-effective financing; and |
• | the need for technological and managerial expertise. |
6
Table of Contents
• | Pennsylvania — The principal supply of water is surface water from streams, rivers and reservoirs. Wells and interconnections with adjacent municipal authorities supplement these surface supplies. We operate 11 surface water treatment plants. |
• | Ohio — Water supply is obtained for customers in Lake County from Lake Erie. Customers in Mahoning County obtain their water from man-made lakes and the Ashtabula division is supplied by purchased water obtained through an interconnection with an adjacent water utility. Water supply is obtained for customers in Stark, Williams, Richland and Summit counties from wells, with the supplies in Stark and Summit counties complemented by an interconnect to purchase water from an adjacent municipality. In Trumbull County, customers are served from surface water sources through an interconnection from our Pennsylvania division. |
• | North Carolina — Water supply in approximately 700 non-contiguous divisions is obtained principally from wells, with several divisions purchasing water from neighboring municipalities. |
• | Illinois — Water supply is obtained for customers in Kankakee County from the Kankakee River and satellite wells, while customers in Vermilion County are supplied from Lake Vermilion and groundwater sources. In Will, Boone, Lake and Knox counties, our customers are served from wells. In some areas, such as Champaign County, water supply is supplemented with purchased water obtained through interconnections with adjacent water utilities. |
• | Texas — Water supply in 317 non-contiguous water systems is obtained principally from wells, supplemented in some cases by purchased water from adjacent water systems. |
• | Florida — Water supply in the majority of the 82 non-contiguous divisions is obtained principally from wells, supplemented in some cases by purchased water from adjacent water systems. |
• | New Jersey — Water supply is obtained principally from wells and the supply is supplemented with purchased water obtained through interconnections with adjacent water systems. |
• | New York — Water supply for seven systems is obtained from wells. |
• | Indiana — Water supply in two water systems is obtained principally from wells. |
• | Virginia — Water supply in 125 non-contiguous divisions is obtained from wells, one division’s supply is from surface water, and 11 divisions supplement their supply with purchased water from a nearby water system. |
• | Maine — Eleven non-contiguous water systems obtain their water supply as follows: six systems use groundwater, four systems use surface water and one system purchases water from a neighboring municipal district. |
• | Missouri — Nine non-contiguous divisions are supplied by wells, and one division purchases water from a neighboring municipal system. |
7
Table of Contents
State | Regulatory Commission | |
Pennsylvania | Pennsylvania Public Utility Commission | |
Ohio | The Public Utilities Commission of Ohio | |
North Carolina | North Carolina Utilities Commission | |
Illinois | Illinois Commerce Commission | |
Texas | Texas Commission on Environmental Quality | |
New Jersey | New Jersey Board of Public Utilities | |
New York | New York Public Service Commission | |
Florida | Florida Public Service Commission | |
Indiana | Indiana Utility Regulatory Commission | |
Virginia | Virginia State Corporation Commission | |
Maine | Maine Public Utilities Commission | |
Missouri | Missouri Public Service Commission | |
South Carolina | South Carolina Public Service Commission |
8
Table of Contents
9
Table of Contents
• | eminent domain; |
• | the right of purchase given or reserved by a municipality or political subdivision when the original franchise was granted; and |
• | the right of purchase given or reserved under the law of the state in which the subsidiary was incorporated or from which it received its permit. |
10
Table of Contents
11
Table of Contents
12
Table of Contents
13
Table of Contents
Aqua America, Inc.
762 W. Lancaster Avenue
Bryn Mawr, PA 19010-3489
Telephone: 610-527-8000
14
Table of Contents
Our business requires significant capital expenditures that are dependent on our ability to secure appropriate funding. Disruptions in the capital and credit markets may limit our access to capital. If we are unable to obtain sufficient capital, or if the cost of borrowing increases, it may materially and adversely affect our financial condition and results of operations.
Our business is capital intensive. In addition to the capital required to fund our growth through acquisition strategy, on an annual basis, we spend significant sums for additions to or replacement of property, plant and equipment. We obtain funds for our capital expenditures from operations, contributions and advances by developers and others, equity issuances and debt issuances. Our ability to maintain and meet our financial objectives is dependent upon the availability of adequate capital. Current economic conditions and disruptions have caused substantial volatility in capital markets, and have increased the cost and significantly reduced the availability of credit from financing sources, which may continue or worsen in the future. If in the future, our credit facilities are not renewed or our short-term borrowings are called for repayment, we would have to seek alternative financing sources, although there can be no assurance that these alternative financing sources would be available on terms acceptable to us. In the event we are unable to obtain sufficient capital, we may need to reduce our capital expenditures and our ability to pursue acquisitions that we may rely on for future growth could be impaired. The reduction in capital expenditures may result in reduced potential earnings growth, affect our ability to meet environmental laws and regulations, and may limit our ability to improve or expand our utility systems to the level we believe appropriate. There is no guarantee that we will be able to obtain sufficient capital in the future on reasonable terms and conditions for expansion, construction and maintenance. In addition, delays in completing major capital projects could delay the recovery of the capital expenditures associated with such projects through rates. If the cost of borrowing increases, we might not be able to recover increases in our cost of capital through rates. The inability to recover higher borrowing costs through rates, or the regulatory lag associated with the time that it takes to begin recovery, may adversely affect our financial condition and results of operations.
Our inability to comply with debt covenants under our credit facilities could result in prepayment obligations.
We are obligated to comply with debt covenants under some of our loan and debt agreements. Failure to comply with covenants under our credit facilities could result in an event of default, which if not cured or waived, could result in us being required to repay or finance these borrowings before their due date, could limit future borrowings, result in cross default issues and increase borrowing costs.
General economic conditions may affect our financial condition and results of operations.
A general economic downturn such as the one the U.S. economy is currently experiencing may lead to a number of impacts on our business that may affect our financial condition and results of operations. Such impacts may include: a reduction in discretionary and recreational water use by our residential water customers, particularly during the summer months when such discretionary usage is normally at its highest; a decline in usage by industrial and commercial customers as a result of decreased business activity; an increased incidence of customers’ inability to pay or delays in paying their utility bills, or an increase in customer bankruptcies, which may lead to higher bad debt expense and reduced cash flow; a lower natural customer growth rate due to a decline in new housing starts; and a decline in the number of active customers due to housing vacancies or abandonments. General economic turmoil may also lead to an investment market downturn, such as the one the U.S. economy is currently experiencing, which results in our pension plans’ asset market values suffering a decline and significant volatility. As a result of a decline in our pension plans’ asset market values, our required cash contributions to these plans and pension expense may increase in subsequent years.
15
Table of Contents
• | dilutive issuances of our equity securities; | ||
• | incurrence of debt and contingent liabilities; | ||
• | failure to have effective internal control over financial reporting; | ||
• | recording goodwill and other intangible assets for which we may never realize its full value and may result in an asset impairment that may negatively affect our results of operations; |
16
Table of Contents
• | fluctuations in quarterly results; | ||
• | other acquisition-related expenses; and | ||
• | exposure to unknown or unexpected risks and liabilities. |
• | eminent domain; | ||
• | the right of purchase given or reserved by a municipality or political subdivision when the original franchise was granted; and | ||
• | the right of purchase given or reserved under the law of the state in which the subsidiary was incorporated or from which it received its permit given or reserved by a municipality or political subdivision when the original franchise was granted. |
17
Table of Contents
18
Table of Contents
19
Table of Contents
Net Property, | ||||||||
Plant and | ||||||||
Equipment | ||||||||
Pennsylvania | $ | 1,692,183 | 56.5 | % | ||||
North Carolina | 235,328 | 7.8 | % | |||||
Illinois | 224,751 | 7.5 | % | |||||
Ohio | 208,617 | 7.0 | % | |||||
Texas | 175,854 | 5.9 | % | |||||
New Jersey | 148,758 | 5.0 | % | |||||
Indiana | 108,823 | 3.6 | % | |||||
Florida | 74,882 | 2.5 | % | |||||
Virginia | 58,672 | 2.0 | % | |||||
New York | 55,294 | 1.8 | % | |||||
Maine | 44,526 | 1.5 | % | |||||
Inter-company eliminations and other states | (30,305 | ) | (1.1 | )% | ||||
$ | 2,997,383 | 100.0 | % | |||||
20
Table of Contents
Item 5. | Market for the Registrant’s Common Stock, Related Stockholder Matters and Purchases of Equity Securities |
21
Table of Contents
First | Second | Third | Fourth | |||||||||||||||||
Quarter | Quarter | Quarter | Quarter | Year | ||||||||||||||||
2008 | ||||||||||||||||||||
Dividend paid per common share | $ | 0.125 | $ | 0.125 | $ | 0.125 | $ | 0.135 | $ | 0.5100 | ||||||||||
Dividend declared per common share | 0.125 | 0.125 | 0.260 | — | 0.5100 | |||||||||||||||
Price range of common stock | ||||||||||||||||||||
- high | 22.00 | 19.78 | 19.14 | 22.00 | 22.00 | |||||||||||||||
- low | 17.96 | 15.76 | 14.46 | 12.20 | 12.20 | |||||||||||||||
2007 | ||||||||||||||||||||
Dividend paid per common share | $ | 0.115 | $ | 0.115 | $ | 0.125 | $ | 0.125 | $ | 0.4800 | ||||||||||
Dividend declared per common share | 0.115 | 0.115 | 0.125 | 0.125 | 0.4800 | |||||||||||||||
Price range of common stock | ||||||||||||||||||||
- high | 24.03 | 23.50 | 26.62 | 24.39 | 26.62 | |||||||||||||||
- low | 20.50 | 21.40 | 21.40 | 18.86 | 18.86 |
Issuer Purchases of Equity Securities | ||||||||||||||||
Total | Maximum | |||||||||||||||
Number of | Number of | |||||||||||||||
Shares | Shares | |||||||||||||||
Purchased | that May | |||||||||||||||
as Part of | Yet Be | |||||||||||||||
Total | Publicly | Purchased | ||||||||||||||
Number | Average | Announced | Under the | |||||||||||||
of Shares | Price Paid | Plans or | Plan or | |||||||||||||
Period | Purchased (1) | per Share | Programs | Programs (2) | ||||||||||||
October 1-31, 2008 | — | $ | — | — | 548,278 | |||||||||||
November 1-30, 2008 | — | $ | — | — | 548,278 | |||||||||||
December 1-31, 2008 | 5,058 | $ | 19.59 | — | 548,278 | |||||||||||
Total | 5,058 | $ | 19.59 | — | 548,278 | |||||||||||
22
Table of Contents
(1) | These amounts consist of shares we purchased from our employees who elected to pay the exercise price of their stock options (and then hold shares of the stock) upon exercise by delivering to us (and, thus, selling) shares of Aqua America common stock in accordance with the terms of our equity compensation plans that were previously approved by our shareholders and disclosed in our proxy statements. This feature of our equity compensation plan is available to all employees who receive option grants under the plan. We purchased these shares at their fair market value, as determined by reference to the closing price of our common stock on the day prior to the option exercise. | |
(2) | On August 5, 1997, our Board of Directors authorized a common stock repurchase program that was publicly announced on August 7, 1997, for up to 1,007,351 shares. No repurchases have been made under this program since 2000. The program has no fixed expiration date. The number of shares authorized for purchase was adjusted as a result of the stock splits effected in the form of stock distributions since the authorization date. |
Fair | ||||||||||||||||||||||||||||||||
2009 | 2010 | 2011 | 2012 | 2013 | Thereafter | Total | Value | |||||||||||||||||||||||||
Long-term debt: | ||||||||||||||||||||||||||||||||
Fixed rate | $ | 7,297 | $ | 54,528 | $ | 27,334 | $ | 38,755 | $ | 35,379 | $ | 1,029,608 | $ | 1,192,901 | $ | 1,129,377 | ||||||||||||||||
Variable rate | — | �� | — | — | 62,500 | — | — | 62,500 | 62,500 | |||||||||||||||||||||||
Total | $ | 7,297 | $ | 54,528 | $ | 27,334 | $ | 101,255 | $ | 35,379 | $ | 1,029,608 | $ | 1,255,401 | $ | 1,191,877 | ||||||||||||||||
Weighted average interest rate* | 4.65 | % | 6.40 | % | 6.36 | % | 2.17 | % | 5.80 | % | 5.41 | % | 5.35 | % |
* | Weighted average interest rate of 2012 maturities are as follows for long-term debt: fixed rate of 5.66% and variable rate of 0.68%. |
23
Table of Contents
24
Table of Contents
• | Section 7.09 was amended to clarify that any repeal, amendment or modification of Article VII (Indemnification of Directors, Officers, Etc.) of the By-Laws shall not adversely affect any right or protection of any indemnified representative (as such term is defined in Section 7.01(d)(2) of the By-Laws) in respect of any act or omission occurring prior to the time of such repeal, amendment or modification; and |
• | Section 7.11 was amended to clarify that the rights provided under Article VII of the By-Laws shall be deemed vested at the time the indemnified representative commences acting in such capacity. |
25
Table of Contents
Position with | ||||||
Name | Age | Aqua America, Inc. (1) | ||||
Nicholas DeBenedictis | 63 | Chairman, President and Chief Executive Officer (May 1993 to present); President and Chief Executive Officer (July 1992 to May 1993); Chairman and Chief Executive Officer, Aqua Pennsylvania, Inc. (July 1992 to present); President, Philadelphia Suburban Water Company (February 1995 to January 1999) (2) | ||||
Roy H. Stahl | 56 | Chief Administrative Officer and General Counsel (February 2007 to present); Executive Vice President and General Counsel (May 2000 to February 2007); Secretary (June 2001 to present); Senior Vice President and General Counsel (April 1991 to May 2000) (3) | ||||
David P. Smeltzer | 50 | Chief Financial Officer (February 2007 to present); Senior Vice President — Finance and Chief Financial Officer (December 1999 to February 2007); Vice President — Finance and Chief Financial Officer (May 1999 to December 1999); Vice President — Rates and Regulatory Relations, Philadelphia Suburban Water Company (March 1991 to May 1999) (4) | ||||
Christopher H. Franklin | 44 | Regional President, Aqua America — Southern Operations and Senior Vice President, Public Affairs and Customer Operations (January 2007 to present); Vice President, Public Affairs and Customer Operations (July 2002 to January 2007) (5) | ||||
Karl M. Kyriss | 58 | President, Aqua Mid-Atlantic Operations (February 2007 to present); President — Aqua Pennsylvania (March 2003 to present) and President, Mid-Atlantic Operations (May 2005 to February 2007) (6) | ||||
Robert G. Liptak, Jr. | 61 | President, Northern Operations (March 1999 to present); (7) | ||||
Robert A. Rubin | 46 | Vice President, Controller and Chief Accounting Officer (May 2005 to present); Controller and Chief Accounting Officer (March 2004 to May 2005); Controller (March 1999 to March 2004) (8) |
(1) | In addition to the capacities indicated, the individuals named in the above table hold other offices or directorships with subsidiaries of the Company. Officers serve at the discretion of the Board of Directors. | |
(2) | Mr. DeBenedictis was Secretary of the Pennsylvania Department of Environmental Resources from 1983 to 1986. From December 1986 to April 1989, he was President of the Greater Philadelphia Chamber of Commerce. Mr. DeBenedictis was Senior Vice President for Corporate and Public Affairs of Philadelphia Electric Company from April 1989 to June 1992. | |
(3) | From January 1984 to August 1985, Mr. Stahl was Corporate Counsel, from August 1985 to May 1988 he was Vice President — Administration and Corporate Counsel of Aqua America, Inc., and from May 1988 to April 1991 he was Vice President and General Counsel of Aqua America, Inc. | |
(4) | Mr. Smeltzer was Vice President — Controller of Philadelphia Suburban Water Company from March, 1986 to March 1991. | |
(5) | Mr. Franklin was Director of Public Affairs from January 1993 to February 1997. | |
(6) | Mr. Kyriss was Vice President — Northeast Region of American Water Works Services Company from 1997 to 2003. |
26
Table of Contents
(7) | Mr. Liptak was President of Consumers Pennsylvania Water Company from 1980 to March 1999. | |
(8) | Mr. Rubin was Accounting Manager with Aqua America, Inc. from June 1989 to June 1994. He then served from June 1994 to March 1999 as Assistant Controller of Philadelphia Suburban Water Company. |
Number of securities | ||||||||||||
remaining available for | ||||||||||||
Number of securities | future issuance under | |||||||||||
to be issued upon | Weighted-average | equity compensation | ||||||||||
exercise of | exercise price of | plans | ||||||||||
outstanding options, | outstanding options, | (excluding securities | ||||||||||
warrants and rights | warrants and rights | reflected in column (a) | ||||||||||
Plan Category | (a) | (b) | (c) | |||||||||
Equity compensation plans approved by security holders | 3,543,573 | $18.83 | 2,466,333 | |||||||||
Equity compensation plans not approved by security holders | 0 | 0 | 0 | |||||||||
Total | 3,543,573 | $18.83 | 2,466,333 | |||||||||
27
Table of Contents
Management’s Report on Internal Control Over Financial Reporting | ||||
Report of Independent Registered Public Accounting Firm | ||||
Consolidated Balance Sheets — December 31, 2008 and 2007 | ||||
Consolidated Statements of Income and Comprehensive Income - 2008, 2007 and 2006 | ||||
Consolidated Statements of Cash Flows - 2008, 2007 and 2006 | ||||
Consolidated Statements of Capitalization — December 31, 2008 and 2007 | ||||
Consolidated Statements of Common Stockholders’ Equity — December 31, 2008, 2007 and 2006 | ||||
Notes to Consolidated Financial Statements |
28
Table of Contents
AQUA AMERICA, INC. | ||||
By | NICHOLAS DEBENEDICTIS | |||
Nicholas DeBenedictis | ||||
Chairman, President and Chief Executive Officer |
29
Table of Contents
NICHOLAS DEBENEDICTIS | DAVID P. SMELTZER | |||||
Chairman, President, Chief Executive Officer | Chief Financial Officer | |||||
and Director (Principal Executive Officer) | (Principal Financial Officer) | |||||
ROBERT A. RUBIN | MARY C. CARROLL | |||||
Robert A. Rubin | Mary C. Carroll | |||||
Vice President, Controller and | Director | |||||
Chief Accounting Officer (Principal Accounting Officer) | ||||||
RICHARD H. GLANTON | LON R. GREENBERG | |||||
Richard H. Glanton | Lon R. Greenberg | |||||
Director | Director | |||||
WILLIAM P. HANKOWSKY | DR. CONSTANTINE PAPADAKIS | |||||
William P. Hankowsky | Dr. Constantine Papadakis | |||||
Director | Director | |||||
ELLEN T. RUFF | RICHARD L. SMOOT | |||||
Ellen T. Ruff | Richard L. Smoot | |||||
Director | Director | |||||
ANDREW J. SORDONI III | ||||||
Director |
30
Table of Contents
Exhibit No. | Description | |||
3.1 | Restated Articles of Incorporation (as of December 9, 2004) (20) (Exhibit 3.1) | |||
3.2 | By-Laws, as amended (31) (Exhibit 3.2) | |||
3.3 | Amendments to Sections 7.09 and 7.11 of the Bylaws | |||
4.1 | Indenture of Mortgage dated as of January 1, 1941 between Philadelphia Suburban Water Company and The Pennsylvania Company for Insurance on Lives and Granting Annuities(now First Pennsylvania Bank, N.A.), as Trustee, with supplements thereto through the Twentieth Supplemental Indenture dated as of August 1, 1983 (2) (Exhibits 4.1 through 4.16) | |||
4.2 | Agreement to furnish copies of other long-term debt instruments (1) (Exhibit 4.7) | |||
4.3 | Twenty-fourth Supplemental Indenture dated as of June 1, 1988 (3) (Exhibit 4.5) | |||
4.4 | Twenty-fifth Supplemental Indenture dated as of January 1, 1990 (4) (Exhibit 4.6) | |||
4.5 | Twenty-sixth Supplemental Indenture dated as of November 1, 1991 (5) (Exhibit 4.12) | |||
4.6 | Twenty-eighth Supplemental Indenture dated as of April 1, 1993 (6) (Exhibit 4.15) | |||
4.7 | Twenty-ninth Supplemental Indenture dated as of March 30, 1995 (7) (Exhibit 4.17) | |||
4.8 | Thirtieth Supplemental Indenture dated as of August 15, 1995 (8) (Exhibit 4.18) | |||
4.9 | Thirty-first Supplemental Indenture dated as of July 1, 1997 (10) (Exhibit 4.22) | |||
4.10 | Thirty-second Supplement Indenture, dated as of October 1, 1999 (12) (Exhibit 4.26) | |||
4.11 | Thirty-third Supplemental Indenture, dated as of November 15, 1999. (13) (Exhibit 4.27) | |||
4.12 | Revolving Credit Agreement between Philadelphia Suburban Water Company and PNC Bank National Association, First Union National Bank, N.A., Mellon Bank, N.A. dated as of December 22, 1999 (13) (Exhibit 4.27) | |||
4.13 | First Amendment to Revolving Credit Agreement dated as of November 28, 2000, between Philadelphia Suburban Water Company and PNC Bank, National Association, First Union National Bank, N.A., Mellon Bank, N.A. dated as of December 22, 1999 (14) (Exhibit 4.19) | |||
4.14 | Second Amendment to Revolving Credit Agreement dated as of December 18, 2001, between Philadelphia Suburban Water Company (and its successor Pennsylvania Suburban Water Company) and PNC Bank, National Association, Citizens Bank of Pennsylvania, First Union National Bank, N.A., Fleet National Bank dated as of December 22, 1999 (15) (Exhibit 4.20) | |||
4.15 | Thirty-fourth Supplemental Indenture, dated as of October 15, 2001. (15) (Exhibit 4.21) | |||
4.16 | Thirty-fifth Supplemental Indenture, dated as of January 1, 2002. (15) (Exhibit 4.22) | |||
4.17 | Thirty-sixth Supplemental Indenture, dated as of June 1, 2002. (17) (Exhibit 4.23) | |||
4.18 | Thirty-seventh Supplemental Indenture, dated as of December 15, 2002. (18) (Exhibit 4.23) | |||
4.19 | Credit Agreement dated as of October 25, 2002, between Philadelphia Suburban Corporation and PNC Bank, National Association. (18) (Exhibit 4.24) |
31
Table of Contents
Exhibit No. | Description | |||
4.20 | Third Amendment to Revolving Credit Agreement dated as of December 16, 2002, between Philadelphia Suburban Water Company (and its successor Pennsylvania Suburban Water Company) and PNC Bank, National Association, Citizens Bank of Pennsylvania, Fleet National Bank dated as of December 22, 1999. (18) (Exhibit 4.25) | |||
4.21 | Fourth Amendment to Revolving Credit Agreement dated as of December 24, 2002, between Philadelphia Suburban Water Company (and its successor Pennsylvania Suburban Water Company) and PNC Bank, National Association, Citizens Bank of Pennsylvania, Fleet National Bank, National City Bank dated as of December 22, 1999. (18) (Exhibit 4.26) | |||
4.22 | Note Purchase Agreement among the note purchasers and Philadelphia Suburban Corporation, dated July 31, 2003 (19) (Exhibit 4.27) | |||
4.23 | Credit Agreement dated as of July 31, 2003, between Philadelphia Suburban Corporation and PNC Bank, National Association (19) (Exhibit 4.28) | |||
4.24 | Fifth Amendment to Revolving Credit Agreement dated as of December 14, 2003, between Philadelphia Suburban Water Company (and its successor Pennsylvania Suburban Water Company) and PNC Bank, National Association, Citizens Bank of Pennsylvania, Fleet National Bank, National City Bank dated as of December 22, 1999. (22) (Exhibit 4.25) | |||
4.25 | Credit Agreement dated as of May 28, 2004, between Aqua America, Inc. and PNC Bank, National Association (21) (Exhibit 4.26) | |||
4.26 | Sixth Amendment to Revolving Credit Agreement dated as of December 12, 2004 between Aqua Pennsylvania, Inc. (formerly known as Pennsylvania Suburban Water Company, successor by merger to Philadelphia Suburban Water Company) and PNC Bank, National Association, Citizens Bank of Pennsylvania, Fleet National Bank, National City Bank dated as of December 22, 1999. (25) (Exhibit 4.27) | |||
4.27 | Thirty-eighth Supplemental Indenture, dated as of November 15, 2004. (25) (Exhibit 4.28) | |||
4.28 | Thirty-ninth Supplemental Indenture, dated as of May 1, 2005. (24) (Exhibit 4.29) | |||
4.29 | Seventh Amendment to Revolving Credit Agreement dated as of December 6, 2005 between Aqua Pennsylvania, Inc. (formerly known as Pennsylvania Suburban Water Company, successor by merger to Philadelphia Suburban Water Company) and PNC Bank, National Association, Citizens Bank of Pennsylvania, Bank of America, N.A. (formerly Fleet National Bank), National City Bank dated as of December 22, 1999. (16) (Exhibit 4.30) | |||
4.30 | Fortieth Supplemental Indenture, dated as of December 15, 2005. (16) (Exhibit 4.31) | |||
4.31 | Eighth Amendment to Revolving Credit Agreement dated as of December 1, 2006 between Aqua Pennsylvania, Inc. (formerly known as Pennsylvania Suburban Water Company, successor by merger to Philadelphia Suburban Water Company) and PNC Bank, National Association, Citizens Bank of Pennsylvania, Bank of America, N.A. (formerly Fleet National Bank), National City Bank dated as of December 22, 1999. (26) (Exhibit 4.32) | |||
4.32 | Ninth Amendment to Revolving Credit Agreement dated as of February 28, 2007 between Aqua Pennsylvania, Inc. (formerly known as Pennsylvania Suburban Water Company, successor by merger to Philadelphia Suburban Water Company) and PNC Bank, National Association, Citizens Bank of Pennsylvania, Bank of America, N.A. (formerly Fleet National Bank), National City Bank dated as of December 22, 1999. (31) (Exhibit 4.33) | |||
4.33 | Tenth Amendment to Revolving Credit Agreement dated as of December 6, 2007 between Aqua Pennsylvania, Inc. (formerly known as Pennsylvania Suburban Water Company, successor by merger to Philadelphia Suburban Water Company) and PNC Bank, National Association, Citizens Bank of Pennsylvania, Bank of America, N.A. (formerly Fleet National Bank), National City Bank dated as of December 22, 1999. (31) (Exhibit 4.34) |
32
Table of Contents
Exhibit No. | Description | |||
4.34 | Forty-first Supplemental Indenture, dated as of January 1, 2007. (30) (Exhibit 4.1) | |||
4.35 | Forty-second Supplemental Indenture, dated as of December 1, 2007. (31) (Exhibit 4.36) | |||
4.36 | Eleventh Amendment to Revolving Credit Agreement dated as of December 4, 2008 between Aqua Pennsylvania, Inc. (formerly known as Pennsylvania Suburban Water Company, successor by merger to Philadelphia Suburban Water Company) and PNC Bank, National Association, and TD Bank, N.A., dated as of December 22, 1999. | |||
4.37 | Forty-third Supplemental Indenture, dated as of December 1, 2008. | |||
10.1 | 1994 Equity Compensation Plan, as amended by Amendment effective August 5, 2003* (22) (Exhibit 10.5) | |||
10.2 | Placement Agency Agreement between Philadelphia Suburban Water Company and PaineWebber Incorporated dated as of March 30, 1995 (7) (Exhibit 10.12) | |||
10.3 | Bond Purchase Agreement among the Delaware County Industrial Development Authority, Philadelphia Suburban Water Company and Legg Mason Wood Walker, Incorporated dated August 24, 1995 (8) (Exhibit 10.13) | |||
10.4 | Construction and Financing Agreement between the Delaware County Industrial Development Authority and Philadelphia Suburban Water Company dated as of August 15, 1995 (8) (Exhibit 10.14) | |||
10.5 | Philadelphia Suburban Corporation Amended and Restated Executive Deferral Plan* (22) (Exhibit 10.9) | |||
10.6 | Philadelphia Suburban Corporation Deferred Compensation Plan Master Trust Agreement with PNC Bank, National Association, dated as of December 31, 1996* (9) (Exhibit 10.24) | |||
10.7 | Placement Agency Agreement between Philadelphia Suburban Water Company and A.G. Edwards and Sons, Inc., Janney Montgomery Scott Inc., HSBC Securities, Inc., and PaineWebber Incorporated (10) (Exhibit 10.26) | |||
10.8 | The Director Deferral Plan* (22) (Exhibit 10.13) | |||
10.9 | Bond Purchase Agreement among the Delaware County Industrial Development Authority, Philadelphia Suburban Water Company and Commerce Capital Markets dated September 29, 1999 (12) (Exhibit 10.37) | |||
10.10 | Construction and Financing Agreement between the Delaware County Industrial Development Authority and Philadelphia Suburban Water Company dated as of October 1, 1999 (12) (Exhibit 10.38) | |||
10.11 | Placement Agency Agreement between Philadelphia Suburban Water Company and Merrill Lynch & Co., PaineWebber Incorporated, A.G. Edwards & Sons, Inc., First Union Securities, Inc., PNC Capital Markets, Inc. and Janney Montgomery Scott, Inc., dated as of November 15, 1999 (13) (Exhibit 10.41) | |||
10.12 | Bond Purchase Agreement among the Delaware County Industrial Development Authority, Philadelphia Suburban Water Company and The GMS Group, L.L.C., dated October 23, 2001 (15) (Exhibit 10.35) | |||
10.13 | Construction and Financing Agreement between the Delaware County Industrial Development Authority and Philadelphia Suburban Water Company dated as of October 15, 2001 (15) (Exhibit 10.36) |
33
Table of Contents
Exhibit No. | Description | |||
10.14 | Bond Purchase Agreement among the Bucks County Industrial Development Authority, Pennsylvania Suburban Water Company and Janney Montgomery Scott LLC, dated May 21, 2002 (17) (Exhibit 10.42) | |||
10.15 | Construction and Financing Agreement between the Bucks County Industrial Development Authority and Pennsylvania Suburban Water Company dated as of June 1, 2002 (17) (Exhibit 10.43) | |||
10.16 | Bond Purchase Agreement among the Delaware County Industrial Development Authority, Pennsylvania Suburban Water Company, and The GMS Group, L.L.C., dated December 19, 2002 (18) (Exhibit 10.44) | |||
10.17 | Construction and Financing Agreement between the Delaware County Industrial Development Authority and Pennsylvania Suburban Water Company dated as of December 15, 2002 (18) (Exhibit 10.45) | |||
10.18 | Aqua America, Inc. 2004 Equity Compensation Plan as amended by Amendment effective February 22, 2007* (26) (Exhibit 10.29) | |||
10.19 | 2008 Annual Cash Incentive Compensation Plan* (31) (Exhibit 10.35) | |||
10.20 | Bond Purchase Agreement among the Northumberland County Industrial Development Authority, Aqua Pennsylvania, Inc., and Sovereign Securities Corporation, LLC, dated November 16, 2004. (25) (Exhibit 10.31) | |||
10.21 | Aqua America, Inc. 2004 Equity Compensation Plan* (23) | |||
10.22 | 2005 Executive Deferral Plan* (25) (Exhibit 10.33) | |||
10.23 | Bond Purchase Agreement among the Montgomery County Industrial Development Authority, Aqua Pennsylvania, Inc. and Sovereign Securities Corporation, LLC, dated December 12, 2007. (31) (Exhibit 10.34) | |||
10.24 | 2009 Annual Cash Incentive Compensation Plan* | |||
10.25 | Bond Purchase Agreement among the Delaware County Industrial Development Authority, Aqua Pennsylvania, Inc. and Sovereign Securities Corporation, LLC, dated May 10, 2005. (24) (Exhibit 10.36) | |||
10.26 | Bond Purchase Agreement among the Delaware County Industrial Development Authority, Aqua Pennsylvania, Inc. and Sovereign Securities Corporation, LLC, dated December 21, 2005. (16) (Exhibit 10.37) | |||
10.27 | Aqua America, Inc. Dividend Reinvestment and Direct Stock Purchase Plan* (29) | |||
10.28 | Aqua America, Inc. Amended and Restated Employee Stock Purchase Plan* (16) (Exhibit 10.39) | |||
10.29 | Form of Stock Option Agreement* (16) (Exhibit 10.40) | |||
10.30 | Acceleration of Payout of 2004 and 2005 Dividend Equivalent Awards; Grants of 2006 Dividend Equivalent Awards; Performance Criteria for Acceleration of Payout of Dividend Equivalent Awards* (28) (Exhibit 10.2) | |||
10.31 | Vesting of Restricted Stock Granted in 2005; Grants of Restricted Stock* (28) (Exhibit 10.3) | |||
10.32 | Non-Employee Directors’ Compensation for 2009* | |||
10.33 | Non-Employee Directors’ Compensation for 2008* (31) (Exhibit 10.43) | |||
10.34 | Bond Purchase Agreement among the Chester County Industrial Development Authority, Aqua Pennsylvania, Inc. and Sovereign Securities Corporation, LLC, dated December 21, 2006. (30) (Exhibit 10.2) | |||
10.35 | Bond Purchase Agreement among the Pennsylvania Economic Development Financing Authority, Aqua Pennsylvania, Inc. and Sovereign Securities Corporation, LLC, dated December 4, 2008. |
34
Table of Contents
Exhibit No. | Description | |||
10.36 | Aqua America, Inc. 2004 Equity Compensation Plan (amended and restated as of January 1, 2009)* | |||
10.37 | Amendment to Incentive Stock Option and Dividend Equivalent Grant Agreements between Aqua America, Inc. and Nicholas DeBenedictis* | |||
10.38 | Amendment to Incentive Stock Option and Dividend Equivalent Grant Agreements between Aqua America, Inc. and Roy H. Stahl* | |||
10.39 | Amendment to Incentive Stock Option and Dividend Equivalent Grant Agreements between Aqua America, Inc. and David P. Smeltzer* | |||
10.40 | Amendment to Incentive Stock Option and Dividend Equivalent Grant Agreements between Aqua America, Inc. and Karl M. Kyriss* | |||
10.41 | Amendment to Incentive Stock Option and Dividend Equivalent Grant Agreements between Aqua America, Inc. and Christopher H. Franklin* | |||
10.42 | Change in Control and Severance Agreement between Aqua America, Inc. and Nicholas DeBenedictis* | |||
10.43 | Change in Control Agreement between Aqua America, Inc. and Roy H. Stahl* | |||
10.44 | Change in Control Agreement between Aqua America, Inc. and David P. Smeltzer* | |||
10.45 | Change in Control Agreement between Aqua America, Inc. and Karl M. Kyriss* | |||
10.46 | Change in Control Agreement between Aqua America, Inc. and Christopher H. Franklin* | |||
10.47 | Aqua America, Inc. Supplemental Pension Benefit Plan for Salaried Employees (As Amended and Restated Effective January 1, 2008)* | |||
10.48 | Aqua America, Inc. Supplemental Executive Retirement Plan for Nicholas DeBenedictis (As Amended and Restated Effective January 1, 2008)* | |||
10.49 | Form of Stock Option and Dividend Equivalent Grant Agreement* | |||
10.50 | Amendment 2008-1 to the Aqua America, Inc. Deferred Compensation Plan Master Trust Agreement dated as of December 15, 2008* | |||
10.51 | Aqua America, Inc. 2009 Executive Deferral Plan, As Amended and Restated Effective January 1, 2009* ( 32) (Exhibit 4.1) | |||
13.1 | Selected portions of Annual Report to Shareholders for the year ended December 31, 2008 incorporated by reference in Annual Report on Form 10-K for the year ended December 31, 2008. | |||
21.1 | Subsidiaries of Aqua America, Inc. | |||
23.1 | Consent of Independent Registered Public Accounting Firm — PricewaterhouseCoopers LLP | |||
24.1 | Power of Attorney (included on signature page) |
35
Table of Contents
Exhibit No. | Description | |||
31.1 | Certification of Chief Executive Officer, pursuant to Rule 13a-14(a) under the Securities and Exchange Act of 1934 | |||
31.2 | Certification of Chief Financial Officer, pursuant to Rule 13a-14(a) under the Securities and Exchange Act of 1934 | |||
32.1 | Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350 | |||
32.2 | Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350 |
36
Table of Contents
Documents Incorporated by Reference
(1) | Filed as an Exhibit to Annual Report on Form 10-K for the year ended December 31, 1992. | |
(2) | Indenture of Mortgage dated as of January 1, 1941 with supplements thereto through the Twentieth Supplemental Indenture dated as of August 1, 1983 were filed as an Exhibit to Annual Report on Form 10-K for the year ended December 31, 1983. | |
(3) | Filed as an Exhibit to Annual Report on Form 10-K for the year ended December 31, 1988. | |
(4) | Filed as an Exhibit to Annual Report on Form 10-K for the year ended December 31, 1989. | |
(5) | Filed as an Exhibit to Annual Report on Form 10-K for the year ended December 31, 1991. | |
(6) | Filed as an Exhibit to Annual Report on Form 10-K for the year ended December 31, 1993. | |
(7) | Filed as an Exhibit to Quarterly Report on Form 10-Q for the quarter ended March 31, 1995. | |
(8) | Filed as an Exhibit to Quarterly Report on Form 10-Q for the quarter ended September 30, 1995. | |
(9) | Filed as an Exhibit to Annual Report on Form 10-K for the year ended December 31, 1996. | |
(10) | Filed as an Exhibit to Quarterly Report on Form 10-Q for the quarter ended June 30, 1997. | |
(11) | Filed as an Exhibit to Form 8-K filed August 7, 1997. | |
(12) | Filed as an Exhibit to Quarterly Report on Form 10-Q for the quarter ended September 30, 1999. | |
(13) | Filed as an Exhibit to Annual Report on Form 10-K for the year ended December 31, 1999. | |
(14) | Filed as an Exhibit to Annual Report on Form 10-K for the year ended December 31, 2000. | |
(15) | Filed as an Exhibit to Annual Report on Form 10-K for the year ended December 31, 2001. | |
(16) | Filed as an Exhibit to Annual Report on Form 10-K for the year ended December 31, 2005. | |
(17) | Filed as an Exhibit to Quarterly Report on Form 10-Q for the quarter ended June 30, 2002. | |
(18) | Filed as an Exhibit to Annual Report on Form 10-K for the year ended December 31, 2002. | |
(19) | Filed as an Exhibit to Quarterly Report on Form 10-Q for the quarter ended September 30, 2003 | |
(20) | Filed as an Exhibit to Form 8-K filed December 9, 2004. | |
(21) | Filed as an Exhibit to Quarterly Report on Form 10-Q for the quarter ended June 30, 2004. | |
(22) | Filed as an Exhibit to Annual Report on Form 10-K for the year ended December 31, 2003. | |
(23) | Filed as Appendix C to definitive Proxy Statement dated April 2, 2004. | |
(24) | Filed as an Exhibit to Quarterly Report on Form 10-Q for the quarter ended June 30, 2005. | |
(25) | Filed as an Exhibit to Annual Report on Form 10-K for the year ended December 31, 2004. | |
(26) | Filed as an Exhibit to Annual Report on Form 10-K for the year ended December 31, 2006. | |
(27) | Filed as an Exhibit to Form 8-K filed March 7, 2005. | |
(28) | Filed as an Exhibit to Form 8-K filed March 13, 2006. | |
(29) | Filed as a Registration Statement on Form S-3 on August 8, 2008. | |
(30) | Filed an Exhibit to Quarterly Report on Form 10-Q for the quarter ended March 31, 2007. | |
(31) | Filed as an Exhibit to Annual Report on Form 10-K for the year ended December 31, 2007. | |
(32) | Filed as a Registration Statement on Form S-8 on December 10, 2008. | |
* | Indicates management contract or compensatory plan or arrangement. |
37