Page 1 of 26
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
(X) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the fiscal year ended December 31, 1996
--------------------------------------------
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from to
------------------- ---------------------
Commission File Number 1-3437-2
----------------------------------------------------
A: Full title of the plan and the address of the plan, if different from
that of the issuer named below:
SAVINGS PLAN FOR EMPLOYEES OF AMERICAN WATER WORKS
COMPANY, INC. AND ITS DESIGNATED SUBSIDIARIES
B: Name of issuer of the Securities held pursuant to the plan and the
address of its principal executive office:
AMERICAN WATER WORKS COMPANY, INC.
1025 LAUREL OAK ROAD
VOORHEES, NEW JERSEY 08043
Form 11-K
Page 2
INDEX
PAGE
Signature 3
Report of Independent Accountants 6 to 7
Audited Plan Financial Statements and Schedules
Prepared in Accordance With The Financial Reporting
Requirements of ERISA 8 to 25
Exhibit Index 26
Form 11-K
Page 3
SIGNATURE
- ----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Retirement Plan Committee has duly caused this annual report to be signed on its
behalf by the undersigned, thereunto duly authorized.
SAVINGS PLAN FOR EMPLOYEES OF
AMERICAN WATER WORKS COMPANY, INC.
AND ITS DESIGNATED SUBSIDIARIES
Date June 20, 1997 \s\ Robert D. Sievers
- ------------------ --------------------------------------
Robert D. Sievers
Member, Retirement Plan Committee
Form 11-K
Page 4
SAVINGS PLAN FOR EMPLOYEES OF
AMERICAN WATER WORKS COMPANY, INC.
AND ITS DESIGNATED SUBSIDIARIES
Financial Statements
and
Additional Information
December 31, 1996
Form 11-K
Page 5
SAVINGS PLAN FOR EMPLOYEES OF
AMERICAN WATER WORKS COMPANY, INC.
AND ITS DESIGNATED SUBSIDIARIES
Table of Contents
FINANCIAL STATEMENTS: PAGE
Report of Independent Accountants 6-7
Statement of Net Assets Available for Benefits,
with Fund Information as of December 31, 1996 8-9
Statement of Net Assets Available for Benefits,
with Fund Information as of December 31, 1995 10-11
Statement of Changes in Net Assets Available for
Benefits, with Fund Information for the
Year Ended December 31, 1996 12-13
Statement of Changes in Net Assets Available for
Benefits, with Fund Information for the
Year Ended December 31, 1995 14-15
Notes to Financial Statements 16-22
Additional Information*
Schedule I- Schedule of Assets Held for Investment
Purposes at December 31, 1996 23
Schedule II - Schedule of Reportable Transactions for
the Year Ended December, 31, 1996 24-25
* Other schedules required by Section 2520.103-10 of the Department of
Labor Rules and Regulations for Reporting and Disclosure under ERISA have
been omitted because they are not applicable.
Form 11-K
Page 6
REPORT OF INDEPENDENT ACCOUNTANTS
To: The Participants and Administrator
of the Savings Plan for Employees of
American Water Works Company, Inc.
and Its Designated Subsidiaries
In our opinion, the accompanying statements of net assets available for
benefits and the related statement of changes in net assets available for
benefits present fairly, in all material respects, the net assets available
for benefits of the Savings Plan for Employees of American Water Works
Company, Inc. and Its Designated Subsidiaries (the "Plan") at December 31,
1996 and 1995 and the changes in net assets available for benefits for the
years then ended, in conformity with generally accepted accounting
principles. These financial statements are the responsibility of the Plan's
management; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these statements
in accordance with generally accepted auditing standards which require that
we plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for the opinion expressed above.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information included
in Schedules I and II is presented for purposes of additional analysis and
is not a required part of the basic financial statements but is additional
information required by ERISA. The Fund Information in the statements of
net assets available for benefits and the statements of changes in net
assets available for benefits is presented for purposes of additional
analysis rather than to present the net assets available for plan benefits
and changes in net assets available for benefits of each fund. Schedules I
and II and the Fund Information
Form 11-K
Page 7
have been subjected to the auditing procedures applied in the audit of the
basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
PRICE WATERHOUSE LLP
Philadelphia, Pennsylvania
June 20, 1997
Form 11-K
Page 8
SAVINGS PLAN FOR EMPLOYEES OF
AMERICAN WATER WORKS COMPANY, INC.
AND ITS DESIGNATED SUBSIDIARIES
Statement of Net Assets Available for Benefits,
with Fund Information
December 31, 1996
- ---------------------------------------------------------------------------
Index Index Fixed Company Small
Equity Bond Income Stock Capitalization Loan
Fund Fund Fund Fund Fund Fund Total
----------- ---------- ---------- ----------- ---------- ---------- -----------
ASSETS
Investments,
at fair value:
Money market fund $ -- $ 118 $ -- $ 152 $ -- $ -- $ 270
Mutual funds 11,544,070 2,786,153 -- -- 583,784 -- 14,914,007
Collective
income fund -- -- 3,599,003 -- -- -- 3,599,003
Common stock -- -- -- 14,157,123 -- -- 14,157,123
----------- ---------- ---------- ---------- ---------- ---------- -----------
Total investments 11,544,070 2,786,271 3,599,003 14,157,275 583,784 -- 32,670,403
Receivables:
Employer's
contribution -- -- -- 180,629 -- -- 180,629
Participants'
contributions 258,433 70,979 88,765 184,901 36,213 -- 639,291
Accrued income 268,233 15,458 -- 135 44,950 -- 328 776
Participants' loans -- -- -- -- -- 328,956 328,956
Form 11-K
Page 9
Index Index Fixed Company Small
Equity Bond Income Stock Capitalization Loan
Fund Fund Fund Fund Fund Fund Total
----------- ---------- ---------- ----------- ---------- ---------- -----------
Cash and cash
equivalents to be
invested 8,771 1,989 3,179 8,164 125 -- 22,228
----------- ---------- ---------- ----------- ---------- ---------- -----------
Net assets available
for benefits $12,079,507 $2,874,697 $3,690,947 $14,531,104 $ 665,072 $ 328,956 $34,170,283
=========== ========== ========== =========== ========== ========== ===========
The accompanying notes are an integral part of these financial statements.
Form 11-K
Page 10
SAVINGS PLAN FOR EMPLOYEES OF
AMERICAN WATER WORKS COMPANY, INC.
AND ITS DESIGNATED SUBSIDIARIES
Statement of Net Assets Available for Benefits,
with Fund Information
December 31, 1995
- ---------------------------------------------------------------------------
Index Index Fixed Company Small
Equity Bond Income Stock Capitalization Loan
Fund Fund Fund Fund Fund Fund Total
----------- ---------- ---------- ----------- ---------- ---------- -----------
ASSETS
Investments,
at fair value:
Mutual fund $ 6,702,120 $ -- $ -- $ -- $ -- $ -- $ 6,702,120
Collective
income funds -- 1,785,259 2,211,954 -- -- -- 3,997,213
Common stock -- -- -- 8,305,114 -- -- 8,305,114
----------- ---------- ---------- ----------- ---------- ---------- -----------
Total investments 6,702,120 1,785,259 2,211,954 8,305,114 -- -- 19,004,447
Receivables:
Employer's
contribution -- -- -- 116,709 -- -- 116,709
Participants'
contributions 191,855 63,337 71,472 124,849 -- -- 451,513
Accrued income 35 10 11 43 -- -- 99
Participants' loans -- -- -- -- -- 103,440 103,440
Form 11-K
Page 11
Index Index Fixed Company Small
Equity Bond Income Stock Capitalization Loan
Fund Fund Fund Fund Fund Fund Total
----------- ---------- ---------- ----------- ----------- ---------- -----------
Cash and cash
equivalents to be
invested 2,085 47,412 688 33,043 -- -- 83,228
----------- ---------- ---------- ----------- ----------- ---------- -----------
Net assets available
for benefits $ 6,896,095 $1,896,018 $2,284,125 $8,579,758 $ -- $ 103,440 $19,759,436
=========== ========== ========== =========== =========== ========== ===========
The accompanying notes are an integral part of these financial statements.
Form 11-K
Page 12
SAVINGS PLAN FOR EMPLOYEES OF
AMERICAN WATER WORKS COMPANY, INC.
AND ITS DESIGNATED SUBSIDIARIES
Statement of Changes in Net Assets Available for Benefits,
with Fund Information
For the Year Ended December 31, 1996
- ---------------------------------------------------------------------------
Index Index Fixed Company Small
Equity Bond Income Stock Capitalization Loan
Fund Fund Fund Fund Fund Fund Total
----------- ---------- ---------- ----------- ---------- ---------- -----------
Additions to net assets
attributed to:
Investment income
Interest and
dividends $ 2,396 $ 1,358 $ 2,320 $ 383,296 $ -- $ -- $ 389,370
Net appreciation
in fair value of
investments 1,945,487 199,840 194,762 757,377 45,650 -- 3,143,116
----------- ---------- ---------- ----------- ---------- ---------- -----------
1,947,883 201,198 197,082 1,140,673 45,650 -- 3,532,486
----------- ---------- ---------- ----------- ---------- ---------- -----------
Contributions
Employer -- -- -- 2,360,144 -- -- 2,360,144
Participants 3,385,030 837,877 1,352,596 2,591,205 620,027 -- 8,786,735
Rollovers 171,358 5,002 6,392 99,551 3,408 -- 285,711
Loan repayments
from participants 43,322 14,375 20,540 43,266 3,334 (124,837) --
----------- ---------- ---------- ----------- ---------- ---------- -----------
3,599,710 857,254 1,379,528 5,094,166 626,769 (124,837) 11,432,590
----------- ---------- ---------- ----------- ---------- ---------- -----------
Total additions 5,547,593 1,058,452 1,576,610 6,234,839 672,419 (124,837) 14,965,076
----------- ---------- ---------- ----------- ---------- ---------- -----------
Form 11-K
Page 13
Index Index Fixed Company Small
Equity Bond Income Stock Capitalization Loan
Fund Fund Fund Fund Fund Fund Total
----------- ---------- ---------- ----------- ---------- ---------- -----------
Deductions from net
assets attributed to:
Participants' benefits 215,364 41,769 112,798 180,355 3,158 -- 553,444
Loans to participants 148,817 37,219 56,990 103,138 4,189 (350,353) --
Administrative expenses -- 785 -- -- -- -- 785
----------- ---------- ---------- ----------- ---------- ---------- -----------
Total deductions 364,181 79,773 169,788 283,493 7,347 (350,353) 554,229
----------- ---------- ---------- ----------- ---------- ---------- -----------
Net increase 5,183,412 978,679 1,406,822 5,951,346 665,072 225,516 14,410,847
Net assets at
beginning of year 6,896,095 1,896,018 2,284,125 8,579,758 -- 103,440 19,759,436
----------- ---------- ---------- ----------- ---------- ---------- -----------
Net assets at end of
year $12,079,507 $2,874,697 $3,690,947 $14,531,104 $ 665,072 $ 328,956 $34,170,283
=========== ========== ========== =========== ========== ========== ===========
The accompanying notes are an integral part of these financial statements.
Form 11-K
Page 14
SAVINGS PLAN FOR EMPLOYEES OF
AMERICAN WATER WORKS COMPANY, INC.
AND ITS DESIGNATED SUBSIDIARIES
Statement of Changes in Net Assets Available for Benefits,
with Fund Information
For the Year Ended December 31, 1995
- ---------------------------------------------------------------------------
Index Index Fixed Company Small
Equity Bond Income Stock Capitalization Loan
Fund Fund Fund Fund Fund Fund Total
----------- ---------- ---------- ---------- ----------- ---------- -----------
Additions to net assets
attributed to:
Investment income
Interest and
dividends $ 127,985 $ 3,472 $ 486 $ 206,064 $ -- $ -- $ 338,007
Net appreciation
in fair value of
investments 1,379,760 150,815 101,518 2,238,061 -- -- 3,870,154
----------- ---------- ---------- ---------- ----------- ---------- -----------
1,507,745 154,287 102,004 2,444,125 -- -- 4,208,161
----------- ---------- ---------- ---------- ----------- ---------- -----------
Contributions
Employer -- -- -- 1,429,529 -- -- 1,429,529
Participants 2,283,634 709,134 907,409 1,581,318 -- -- 5,481,495
Rollovers 14,847 11,414 5,230 18,749 -- -- 50,240
Loan repayments
from participants 9,591 3,005 3,911 26,615 -- (43,122) --
----------- ---------- ---------- ---------- ----------- ---------- -----------
2,308,072 723,553 916,550 3,056,211 -- (43,122) 6,961,264
----------- ---------- ---------- ---------- ----------- ---------- -----------
Total additions 3,815,817 877,840 1,018,554 5,500,336 -- (43,122) 11,169,425
----------- ---------- ---------- ---------- ----------- ---------- -----------
Form 11-K
Page 15
Index Index Fixed Company Small
Equity Bond Income Stock Capitalization Loan
Fund Fund Fund Fund Fund Fund Total
----------- ---------- ---------- ----------- ----------- ---------- -----------
Deductions from net assets
attributed to:
Participants' benefits 141,500 57,527 74,997 125,714 -- -- 399,738
Loan to participants 44,259 19,684 19,842 53,419 (137,204) --
Administrative expenses 11 2,880 5 292 -- -- 3,188
----------- ---------- ---------- ----------- ----------- ---------- -----------
Total deductions 185,770 80,091 94,844 179,425 -- (137,204) 402,926
----------- ---------- ---------- ----------- ----------- ---------- -----------
Net increase 3,630,047 797,749 923,710 5,320,911 -- 94,082 10,766,499
Net assets at beginning
of year 3,266,048 1,098,269 1,360,415 3,258,847 -- 9,358 8,992,937
----------- ---------- ---------- ----------- ----------- ---------- -----------
Net assets at end of
year $ 6,896,095 $1,896,018 $2,284,125 $ 8,579,758 $ -- $ 103,440 $19,759,436
=========== ========== ========== =========== =========== ========== ===========
The accompanying notes are an integral part of these financial statements.
Form 11-K
Page 16
SAVINGS PLAN FOR EMPLOYEES OF
AMERICAN WATER WORKS COMPANY, INC.
AND ITS DESIGNATED SUBSIDIARIES
Notes to Financial Statements
NOTE 1 - DESCRIPTION OF PLAN
- ----------------------------
The following description of the American Water Works Company, Inc. and
Its Designated Subsidiary Companies (the "Company") Savings Plan for
Employees of American Water Works Company, Inc. and Its Designated
Subsidiaries (the "Plan") provides only general information. Participants
should refer to the Plan agreement for a more complete description of the
Plan's provisions.
General
- -------
The Plan is a defined contribution 401(k) savings plan covering
substantially all full-time employees of the Company who have completed six
months of service and are age eighteen or older. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974
("ERISA").
Contributions
- -------------
Participants may contribute up to 10% of their annual compensation up
to $160,000 for the year ended December 31, 1996 and $150,000 for the year
ended December 31, 1995 as defined in the Plan. Effective January 1, 1996,
the Company began matching 45% of the first 4% of participant
contributions. Previously, the Company matched 40% of the first 3% of
participant contributions. For participant contributions received after
January 1, 1998, the Company will match 50% of the first 4% of participant
contributions. All matching contributions are invested in Company common
stock. In the event of certain circumstances, the Company may contribute
additional amounts. Forfeitures, if any, are used to reduce the Company's
future contributions to the Plan.
Form 11-K
Page 17
Participant Accounts
- --------------------
On January 1, 1996, a fifth investment option, the Vanguard Index
Trust-Small Capitalization Stock Fund, was added for participants'
contributions to the Plan. With the exception of the Company's
contributions to the Plan, each participant may elect to have their
contributions invested in any combination of five investment options in
multiples of 1%. Each participant's account is credited with their
contributions and an allocation of the Company's contribution and Plan
earnings. Allocations are based on participant contributions or account
balances, as defined in the Plan.
Vesting
- -------
Participants are immediately vested in their voluntary contributions
plus earnings thereon. Vesting of Company contributions is based on years
of continuous service. A participant is fully vested in Company
contributions and earnings thereon after five years of credited service.
Payment of Benefits
- -------------------
Participants may, upon attaining 59 1/2 years of age, elect to withdraw
all or a portion of the value of their account. Upon termination of service
for any reason, participants may elect to withdraw the value of their
account, roll that account value over into a qualified plan or individual
retirement account, or defer this distribution until age 65. In all cases,
unless earlier withdrawn, participants will receive the balance in their
account upon the earlier of attaining age 65 if not then working for the
Company, retirement after reaching age 65, death or total disability.
Participants may elect to receive a lump sum amount equal to the value of
their account, an annuity, or a combination of both.
Form 11-K
Page 18
NOTE 2 - SUMMARY OF ACCOUNTING POLICIES
- ---------------------------------------
Basis and Presentation
- ----------------------
The financial statements are presented on the accrual basis of
accounting.
Use of Estimates
- ----------------
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect amounts reported in the financial statements.
Actual results could differ from those estimates.
Reclassifications
- -----------------
Certain reclassifications have been made to conform previously
reported data to the current presentation.
Valuation of Investments
- ------------------------
Plan investments are stated at fair value. The Company stock is valued
at the closing price on the valuation date. Mutual fund investments are
valued at the closing net asset value on the valuation date
representing the value at which shares of the fund may be purchased or
redeemed. Collective income funds are valued by the Fund sponsor.
Contributions
- -------------
Employee contributions are recorded in the period during which the
Company makes payroll deductions from the Plan participants' earnings.
Matching Company contributions are recorded in the same period.
Form 11-K
Page 19
Benefit Obligations
- -------------------
Benefit obligations for persons who have withdrawn from participation
in the Plan are $26,143 at December 31, 1996 and $46,908 at December 31,
1995 and are recognized in the Plan financial statements when paid.
NOTE 3 - INVESTMENTS
- --------------------
The Plan's investments are held in trust by The First National
Bank of Boston. The following table presents the Plan's investment at
December 31, 1996 and 1995.
December 31, 1996 December 31, 1995
--------------------------- ---------------------------
Shares/units Value Shares/units Value
------------ ------------ ------------ ------------
Investments at fair value based on
quoted market price
Money market fund:
Dreyfus Government Cash
Management Fund 270 $ 270 -- $ --
Mutual funds:
Vanguard Index Trust-Small
Capitalization Stock Fund 28,857 583,784 -- --
Vanguard Bond Market Portfolio 283,146 2,786,153* -- --
Vanguard Institutional Index Fund 167,646 11,544,070* 116,356 6,702,120*
Collective income funds:
EB MBA Composite Bond Index -- -- 5,114 1,785,259*
American Express Trust Income Fund I 84,752 3,599,003* 55,774 2,211,954*
Form 11-K
Page 20
Common stock:
American Water Works Company, Inc. 686,406 14,157,123* 213,636 8,305,114*
----------- -----------
Total investments $32,670,403 $19,004,447
=========== ===========
*Represents those investments in excess of 5% of Plan assets at the
beginning of the year.
During 1996 and 1995, the Plan's investments (including investments
bought, sold and held during the years then ended) appreciated in value by
$3,143,116 and $3,870,154 as follows:
Year Ended Year Ended
December 31, 1996 December 31, 1995
----------------- -----------------
Mutual funds $2,190,977 $1,530,575
Collective income funds 194,762 101,518
Common stock 757,377 2,238,061
---------- ----------
Net change in fair value $3,143,116 $3,870,154
========== ==========
NOTE 4 - PARTICIPANT LOANS
- --------------------------
Under the terms of the Plan, participants may borrow from their
accounts a minimum of $1,000 up to a maximum of the lesser of $50,000 or
50% of their contributions to the Plan including earnings thereon. Loans
are generally for a period not to exceed five years payable in equal
monthly installments, secured by the balance in the participant's account,
and bear interest at a rate commensurate with local market rates for
similar loans. If the participant uses the proceeds to acquire their
Form 11-K
Page 21
primary personal residence, the loan may be for a period not to exceed
thirty years. Participant loans withdrawn from the Plan totaled $350,353
and $137,204 in 1996 and 1995 respectively. Repayments of loans to the
Plan totaled $124,837 and $43,122 in 1996 and 1995, respectively.
NOTE 5 - HARDSHIP WITHDRAWALS
- -----------------------------
Participants under age 59 1/2 may withdraw all or part of their
contributions (excluding earnings) only under certain hardship conditions.
A hardship withdrawal can only be requested after withdrawal of all
rollover contributions and any loans available under the Plan have been
obtained. Hardship withdrawals cannot be returned to the Plan and
contributions cannot be made to the Plan for 12 months after a hardship
withdrawal has been made.
NOTE 6 - ADMINISTRATIVE EXPENSES
- --------------------------------
Although it has no obligation to do so, the Company pays substantially
all administrative expenses of the Plan.
NOTE 7 - ROLLOVER
- -----------------
During 1996 and 1995, participants transferred account balances
totaling $285,711 and $50,240, respectively, from other qualified plans
into the Plan.
NOTE 8 - PLAN TERMINATION
- -------------------------
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. In the event of
Plan termination, participants will become 100 percent vested in their
accounts.
Form 11-K
Page 22
NOTE 9 - FEDERAL INCOME TAX STATUS
- -----------------------------------
The Internal Revenue Service has determined and informed the Company by
a letter dated April 15, 1995, that the Plan and related trusts are
designed in accordance with applicable sections of the Internal Revenue
Code and are, therefore, not subject to tax under present income tax law.
Management is not aware of any course of action or series of events that
have occurred that might adversely affect the Plan's qualified status.
Form 11-K
Page 23
SCHEDULE I
SAVINGS PLAN FOR EMPLOYEES OF
AMERICAN WATER WORKS COMPANY, INC.
AND ITS DESIGNATED SUBSIDIARIES
Item 27a Form 5500 - Schedule of Assets
Held for Investment Purposes
December 31, 1996
- ---------------------------------------------------------------------------
Shares/Units Issue Cost Value
- ------------ -------- ----------- -----------
Money market fund:
270 Dreyfus Government Cash
Management Fund $ 270 $ 270
Mutual funds:
28,857 Vanguard Index Trust-Small
Capitalization Stock Fund 584,223 583,784
283,146 Vanguard Bond Market Portfolio 2,827,227 2,786,153
167,646 Vanguard Institutional Index Fund 10,010,756 11,544,070
Collective income funds:
American Express Trust
84,752 Income Fund I 3,405,264 3,599,003
Common stock:
686,406 American Water Works Company, Inc. 13,402,840 14,157,123
----------- -----------
$30,230,580 $32,670,403
=========== ===========
Form 11-K
Page 24
SCHEDULE II
SAVINGS PLAN FOR EMPLOYEES OF
AMERICAN WATER WORKS COMPANY, INC.
AND ITS DESIGNATED SUBSIDIARIES
Line 27d Form 5500 - Schedule of Reportable Transactions
For the Year Ended December 31, 1996
(Individual or series of transactions in one issue aggregating 5% or
more of the value of Plan assets as of December 31, 1995)
- -------------------------------------------------------------------------
Identity Current Value
of Party Number of Purchase Sales Cost of on Transaction Net
Involved Description Transactions Price Proceeds Assets Date Gain/(Loss)
- -------- --------------- ------------ ---------- ---------- ---------- -------------- -----------
Dreyfus Dreyfus
Funds Government Cash
Management Fund 106 $ 3,371,085 $ 3,371,085
Dreyfus Dreyfus
Funds Government Cash
Management Fund 79 $3,370,815 $3,370,815 3,370,815 $ --
American
Water
Works American Water Works
Company Company, Inc.
Inc. Common Stock 68 5,500,571 5,500,571
The Vanguard
Vanguard Bond Market
Group Portfolio 35 3,105,748 3,105,748
Form 11-K
Page 25
Identity Current Value
of Party Number of Purchase Sales Cost of on Transaction Net
Involved Description Transactions Price Proceeds Assets Date Gain/(Loss)
- -------- --------------- ------------ ---------- ---------- ---------- -------------- -----------
The Vanguard
Vanguard Institutional
Group Index Fund 25 3,988,321 3,988,321
American
Express
Trust American Express
Company Trust Income Fund I 18 1,297,363 1,297,363
Mellon EB MBA Composite
Bank Bond Index 1 1,888,769 1,649,188 1,888,769 239,581
Form 11-K
Page 26
EXHIBIT INDEX
Exhibit
Number Description
- ------- ----------------------------------
23 Consent of Independent Accountants