Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 3.75M
2: EX-4.24 Instrument Defining the Rights of Security Holders HTML 53K
3: EX-10.17 2 Material Contract HTML 43K
4: EX-10.17 3 Material Contract HTML 43K
5: EX-21.1 Subsidiaries List HTML 50K
6: EX-22.1 Published Report re: Matters Submitted to a Vote HTML 40K
of Security Holders
7: EX-23.1 Consent of Expert or Counsel HTML 38K
12: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 56K
Awarded Compensation
8: EX-31.1 Certification -- §302 - SOA'02 HTML 42K
9: EX-31.2 Certification -- §302 - SOA'02 HTML 42K
10: EX-32.1 Certification -- §906 - SOA'02 HTML 39K
11: EX-32.2 Certification -- §906 - SOA'02 HTML 39K
18: R1 Cover Page HTML 104K
19: R2 Audit Information HTML 43K
20: R3 Consolidated Balance Sheets HTML 178K
21: R4 Consolidated Balance Sheets (Parenthetical) HTML 49K
22: R5 Consolidated Statements of Operations HTML 113K
23: R6 Consolidated Statements of Comprehensive Income HTML 71K
24: R7 Consolidated Statements of Comprehensive Income HTML 48K
(Parenthetical)
25: R8 Consolidated Statements of Cash Flows HTML 140K
26: R9 Consolidated Statements of Cash Flows HTML 42K
(Parenthetical)
27: R10 Consolidated Statements of Changes in HTML 87K
Shareholders? Equity
28: R11 Consolidated Statements of Changes in HTML 40K
Shareholders? Equity (Parenthetical)
29: R12 Organization and Operation HTML 42K
30: R13 Significant Accounting Policies HTML 101K
31: R14 Regulatory Matters HTML 105K
32: R15 Revenue Recognition HTML 137K
33: R16 Acquisitions and Divestitures HTML 56K
34: R17 Property, Plant and Equipment HTML 71K
35: R18 Allowance for Uncollectible Accounts HTML 51K
36: R19 Goodwill HTML 67K
37: R20 Shareholders' Equity HTML 97K
38: R21 Stock Based Compensation HTML 82K
39: R22 Long-Term Debt HTML 102K
40: R23 Short-Term Debt HTML 73K
41: R24 General Taxes HTML 50K
42: R25 Income Taxes HTML 108K
43: R26 Employee Benefits HTML 451K
44: R27 Commitments and Contingencies HTML 93K
45: R28 Earnings Per Common Share HTML 53K
46: R29 Fair Value of Financial Information HTML 144K
47: R30 Leases HTML 51K
48: R31 Segment Information HTML 95K
49: R32 Unaudited Quarterly Data HTML 73K
50: R33 Significant Accounting Policies (Policies) HTML 152K
51: R34 Significant Accounting Policies (Tables) HTML 63K
52: R35 Regulatory Matters (Tables) HTML 84K
53: R36 Revenue Recognition (Tables) HTML 130K
54: R37 Property, Plant and Equipment (Tables) HTML 66K
55: R38 Allowance for Uncollectible Accounts (Tables) HTML 51K
56: R39 Goodwill (Tables) HTML 69K
57: R40 Shareholders' Equity (Tables) HTML 85K
58: R41 Stock Based Compensation (Tables) HTML 87K
59: R42 Long-Term Debt (Tables) HTML 103K
60: R43 Short-Term Debt (Tables) HTML 71K
61: R44 General Taxes (Tables) HTML 50K
62: R45 Income Taxes (Tables) HTML 113K
63: R46 Employee Benefits (Tables) HTML 441K
64: R47 Commitments and Contingencies (Tables) HTML 44K
65: R48 Earnings Per Common Share (Tables) HTML 51K
66: R49 Fair Value of Financial Information (Tables) HTML 140K
67: R50 Segment Information (Tables) HTML 89K
68: R51 Unaudited Quarterly Data (Tables) HTML 73K
69: R52 Organization and Operation - Additional HTML 41K
Information (Details)
70: R53 Significant Accounting Policies - Additional HTML 56K
Information (Details)
71: R54 Significant Accounting Policies - Schedule of HTML 45K
Allowance for Funds Used During Construction
(Details)
72: R55 Regulatory Matters - Summary of General Rate Cases HTML 51K
(Details)
73: R56 Regulatory Matters - General Rate Cases and HTML 202K
Pending General Rate Case Filings Additional
Information (Details)
74: R57 Regulatory Matters - Summary of Infrastructure HTML 69K
Surcharge Authorizations (Details)
75: R58 Regulatory Matters - Pending Infrastructure HTML 46K
Surcharge Filings and Other Regulatory Matters
Additional Information (Details)
76: R59 Regulatory Matters - Regulatory Assets and HTML 48K
Liabilities Additional Information (Details)
77: R60 Regulatory Matters - Summary of Composition of HTML 50K
Regulatory Assets (Details)
78: R61 Regulatory Matters - Summary of Composition of HTML 49K
Regulatory Liabilities (Details)
79: R62 Revenue Recognition - Disaggregated Revenues HTML 109K
(Details)
80: R63 Revenue Recognition - Contract Assets and HTML 52K
Liabilities (Details)
81: R64 Revenue Recognition - Remaining Performance HTML 45K
Obligations (Details)
82: R65 Acquisitions and Divestitures - Additional HTML 140K
Information (Details)
83: R66 Property, Plant and Equipment - Schedule of Major HTML 96K
Classes (Details)
84: R67 Property, Plant and Equipment - Additional HTML 59K
Information (Details)
85: R68 Allowance for Uncollectible Accounts - Schedule of HTML 47K
Allowances for Uncollectible Accounts (Details)
86: R69 Goodwill - Summary of Changes in Goodwill Assets HTML 58K
(Details)
87: R70 Goodwill - Additional Information (Details) HTML 46K
88: R71 Shareholders' Equity - Additional Information HTML 64K
(Details)
89: R72 Shareholders' Equity - Changes in Accumulated HTML 75K
Other Comprehensive Loss by Component, Net of Tax
(Details)
90: R73 Shareholders' Equity - Dividends (Details) HTML 41K
91: R74 Stock Based Compensation - Additional Information HTML 93K
(Details)
92: R75 Stock-Based Compensation - Expense (Details) HTML 57K
93: R76 Stock Based Compensation - Summary of Restricted HTML 70K
Stock Unit and Director Stock Unit Activity
(Details)
94: R77 Stock Based Compensation - Summary of HTML 57K
Weighted-Average Assumptions (Details)
95: R78 Long-Term Debt - Components of Long-Term Debt HTML 95K
(Details)
96: R79 Long-Term Debt - Additional Information (Details) HTML 105K
97: R80 Long-Term Debt - Future Sinking Fund Payments and HTML 55K
Debt Maturities (Details)
98: R81 Long-Term Debt - Issued (Details) HTML 70K
99: R82 Long-Term Debt - Retired Through Optional HTML 73K
Redemptions or Payments at Maturities (Details)
100: R83 Short-Term Debt - Additional Information (Details) HTML 71K
101: R84 Short-Term Debt - Schedule of Company's Aggregate HTML 59K
Credit Facility Commitments, Commercial Paper
Limit, Letter of Credit Availability and
Availability Capacity (Details)
102: R85 Short-Term Debt - Schedule of Availability HTML 47K
Liquidity (Details)
103: R86 Short-Term Debt - Schedule of Short-Term HTML 45K
Borrowings Activity (Details)
104: R87 General Taxes - Components of General Tax Expense HTML 47K
from Continuing Operations (Details)
105: R88 Income Taxes - Components of Income Tax Expense HTML 61K
(Details)
106: R89 Income Taxes - Reconciliation of Income Tax HTML 52K
Expense (Details)
107: R90 Income Taxes - Components of Net Deferred Tax HTML 69K
Liability (Details)
108: R91 Income Taxes - Additional Information (Details) HTML 44K
109: R92 Income Taxes - Changes in Gross Liability HTML 45K
Excluding Interest and Penalties for Unrecognized
Tax Benefits (Details)
110: R93 Income Taxes - Changes in Valuation Allowance HTML 43K
(Details)
111: R94 Employee Benefits - Additional Information HTML 66K
(Details)
112: R95 Employee Benefits - Schedule of Changes in Fair HTML 293K
Value of Plan Assets (Details)
113: R96 Employee Benefits - Schedule of Rollforward HTML 122K
Changes in Benefit Obligation and Plan Assets
(Details)
114: R97 Employee Benefits - Summary of Accumulated Other HTML 55K
Comprehensive Income and Regulatory Assets
(Details)
115: R98 Employee Benefits - Schedule of Projected Benefit HTML 49K
Obligation, Accumulated Benefit Obligation and
Fair Value of Plan Assets (Details)
116: R99 Employee Benefits - Schedule of Expected Cash Flow HTML 48K
for Pension and Post Retirement Benefit Plans
(Details)
117: R100 Employee Benefits - Schedule of Expected Benefit HTML 71K
Payments (Details)
118: R101 Employee Benefits - Schedule of Significant HTML 63K
Assumptions of Pension and Other Postretirement
Benefit Plans (Details)
119: R102 Employee Benefits - Schedule of Net Periodic HTML 80K
Benefit Cost Components (Details)
120: R103 Commitments and Contingencies - Additional HTML 144K
Information (Details)
121: R104 Commitments and Contingencies - Summary of Future HTML 52K
Annual Commitments Related to Minimum Quantities
of Purchased Water Having Non-Cancelable Terms
(Details)
122: R105 Earnings Per Common Share - Reconciliation of HTML 55K
Numerator and Denominator for Basic and Diluted
Earnings Per Share (Details)
123: R106 Earnings Per Common Share - Additional Information HTML 40K
(Details)
124: R107 Fair Value of Financial Information - Additional HTML 77K
Information (Details)
125: R108 Fair Value of Financial Information - Carrying HTML 60K
Amounts and Fair Values of Financial Instruments
(Details)
126: R109 Fair Value of Financial Information - Measurements HTML 101K
of Assets and Liabilities on Recurring Basis
(Details)
127: R110 Fair Value of Financial Information - Unrealized HTML 50K
Positions for Available-for-sale Fixed-Income
Securities (Details)
128: R111 Fair Value of Financial Information - HTML 54K
Available-for-sale Fixed-Income Securities
(Details)
129: R112 Leases - Additional Information (Details) HTML 108K
130: R113 Leases - Supplemental Cash Flow (Details) HTML 42K
131: R114 Leases - Remaining Lease Term and Discount Rate HTML 44K
(Details)
132: R115 Leases - Future Maturities of Lease Liabilities HTML 53K
(Details)
133: R116 Segment Information - Additional Information HTML 44K
(Details)
134: R117 Segment Information - Summarized Segment HTML 101K
Information (Details)
135: R118 Unaudited Quarterly Data - Schedule Of Unaudited HTML 75K
Quarterly Data (Details)
137: XML IDEA XML File -- Filing Summary XML 253K
140: XML XBRL Instance -- awk-20231231_htm XML 5.10M
136: EXCEL IDEA Workbook of Financial Report Info XLSX 321K
14: EX-101.CAL XBRL Calculations -- awk-20231231_cal XML 310K
15: EX-101.DEF XBRL Definitions -- awk-20231231_def XML 1.38M
16: EX-101.LAB XBRL Labels -- awk-20231231_lab XML 2.94M
17: EX-101.PRE XBRL Presentations -- awk-20231231_pre XML 1.93M
13: EX-101.SCH XBRL Schema -- awk-20231231 XSD 344K
138: JSON XBRL Instance as JSON Data -- MetaLinks 778± 1.18M
139: ZIP XBRL Zipped Folder -- 0001410636-24-000050-xbrl Zip 828K
‘EX-4.24’ — Instrument Defining the Rights of Security Holders
The
Company’s authorized capital stock consists of 500,000,000 shares of Common Stock and 50,000,000 shares of preferred stock. As of February 6, 2024, there were 194,755,320 shares of Common Stock outstanding and no shares of preferred stock outstanding.
Common Stock
Voting Rights
Other than with respect to director elections, except as otherwise required by law, all matters to be voted on by the Company’s shareholders must be approved by a majority of the shares present in person or proxy at such meeting and entitled to vote on the subject matter. With respect to uncontested director elections, the Company’s bylaws
require that in order to be elected, a director nominee must receive a majority of the votes cast (for this purpose, a majority of the votes cast means that the number of shares voted “for” a director nominee must exceed the number of votes cast “against” that nominee). For contested director elections where the number of nominees exceeds the number of directors to be elected, the Company’s bylaws require that the directors shall be elected by the vote of a plurality of the shares represented in person or by proxy at any such meeting and entitled to vote on the election of directors.
Dividends
Holders of Common Stock will share equally in any dividend declared by the
Company’s board of directors (the “Board”), subject to the rights of the holders of any outstanding preferred stock.
Liquidation Rights
In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company’s affairs, holders of the Company’s common stock would be entitled, after payment of the liquidation preference to all holders of any outstanding preferred stock, to share ratably in the Company’s assets that are legally available for distribution to shareholders after payment of liabilities. The Company
must pay the applicable distribution to any holders of its preferred stock before it may pay distributions to the holders of its common stock.
Other Rights
The Company’s shareholders have no preemptive or other rights to subscribe for additional shares.
Preferred Stock
The Board may authorize the issuance of preferred stock from time to time in one or more series, without shareholder approval. Subject to the limits imposed by the DGCL, the Board is authorized to fix for any series of preferred stock the number of shares of such series and the voting powers (if any), designation, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions of such series.
The Board is also authorized to increase or decrease the number of shares of any series, but not below the number of shares of that series then outstanding, without any further vote or action by the Company’s shareholders.
The Board may authorize the issuance of preferred stock with voting or conversion rights that affect adversely the voting power or other rights of holders of Common Stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could have the effect of delaying,
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deferring or preventing a change in control, causing the
market price of shares of the Company’s Common Stock to decline, or impairing the voting and other rights of the holders of the Company’s Common Stock.
The ability to authorize undesignated preferred stock makes it possible for the Board to authorize the issuance of preferred stock with super voting, special approval, dividend or other rights or preferences on a discriminatory basis that could impede the success of any attempt to acquire the Company. These and other provisions may have the effect of
deferring, delaying or discouraging hostile takeovers, or changes in control or management of the Company.
Requirements for Advance Notification of Shareholder Meetings, Nominations and Proposals
The Company’s Bylaws provide that special meetings of shareholders may be called only upon the request of the majority of the members of the Board, upon request of the Company’s Board Chair, or by the Company’s Secretary upon request of shareholders holding at
least 15% of the Company’s outstanding Common Stock. The Company’s Bylaws prohibit the conduct of any business at a special meeting other than as specified in the notice for such meeting.
The Company’s Bylaws establish advance notice procedures with respect to shareholder proposals for annual meetings and the nomination of candidates for election as directors, other than nominations made by or at the direction of the
Company’s Board or a committee of the Board. A shareholder who wishes to bring a matter before a meeting or submit candidates for nomination as directors must comply with the Company’s advance notice requirements and provide the Company with certain information, and, if applicable under the Bylaws, provide to the Company certain agreements and undertakings. Additionally, vacancies and newly created directorships may be filled only by a vote of a majority of the members of the Company’s Board then in office, even though less than a quorum,
or by shareholders. These provisions may defer, delay or discourage a potential acquiror from conducting a solicitation of proxies to elect the acquiror’s own slate of directors or otherwise attempting to obtain control of the Company.
Shareholder Action by Written Consent
As permitted by Section 228 of the DGCL, the Company’s Certificate of Incorporation states that any action required or permitted to be taken by the Company’s shareholders must be effected at a duly called annual or special meeting of the
Company’s shareholders and may not be effected by consent in writing by such shareholders.
Approval of Acquisition of Control by Public Utility Commission
A significant number of the Company’s regulated subsidiaries are subject to economic regulation by state public utility commissions. Some of these states have enacted laws that require regulatory approval for the acquisition of “control” of any regulated utility. In those states, obtaining “control” of the parent or any other company that controls a regulated utility also requires prior regulatory approval. The threshold for a change in control is a fact-specific inquiry that varies by state. For example, in some states, a presumption of
control will arise when an acquiring party acquires more than 9.9% of the voting securities of the regulated utility or the controlling entity. In addition to ownership, other states may analyze the degree of influence or control an acquiror may exert over the Company. Any person acquiring the Company’s Common Stock in an offering or in any other purchase of the Company’s Common Stock in an amount sufficient to trigger a change in control under state law would need the prior approval of the applicable state public utility commission.
The Company is subject to Section 203 of the DGCL, which prohibits a publicly held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years after the time the shareholder became an “interested stockholder,” subject to certain exceptions, including if, prior to such time, the board of directors approved the business combination or the transaction which resulted in the shareholder becoming an “interested stockholder.”“Business combinations” include mergers, asset sales
and other transactions resulting in a financial benefit to the “interested stockholder.” Subject to various exceptions, an “interested stockholder” is a person who, together with his or her affiliates and associates, owns, or within the prior three years did own, 15% or more of the corporation’s outstanding voting stock. These restrictions generally prohibit or delay the accomplishment of mergers or other takeover or change-in-control attempts that are not approved by a company’s board of directors.
Limitations of Liability and Indemnification of Directors and Officers
The DGCL authorizes corporations to limit or eliminate the personal liability of directors and officers to corporations and their shareholders for monetary damages for breaches of directors’ fiduciary duties. The Company’s
Certificate of Incorporation includes a provision that eliminates the personal liability of directors (but not officers) for monetary damages for actions taken as a director to the fullest extent authorized by the DGCL. The DGCL does not permit exculpation for liability:
•for breach of the duty of loyalty;
•for acts or omissions not in good faith or involving intentional misconduct or knowing violation of law;
•under Section 174 of the DGCL (relating to unlawful dividends or stock repurchases); or
•for transactions from which the director derived an improper personal benefit.
The
Company’s Certificate of Incorporation and Bylaws provide that the Company will indemnify its directors and officers to the fullest extent permitted by law. The Company’s Bylaws also expressly authorize the Company to carry directors’ and officers’ insurance providing indemnification for the Company’s directors, officers and certain employees and agents for
certain liabilities.
The limitation of liability and indemnification provisions in the Company’s Certificate of Incorporation and Bylaws may discourage shareholders from bringing a lawsuit against the Company’s directors for breach of their fiduciary duty. These provisions may also have the effect of reducing the likelihood of derivative litigation against the Company’s directors and officers, even though such an action, if successful, might otherwise benefit the
Company and its shareholders. In addition, an investment in the Company’s Common Stock may be adversely affected to the extent the Company pays the costs of settlement and damage awards against directors and officers in accordance with these indemnification provisions.
Proxy Access
The Company’s Bylaws permit an eligible shareholder or group of shareholders to include up to a specified number of director nominees in the Company’s proxy materials for
an annual meeting of shareholders. To qualify, the shareholders (or group of up to 20 shareholders) must have continuously owned for at least three years 3% or more of the Company’s outstanding common stock. The maximum number of shareholder nominees permitted under this proxy access provision is the greater of (i) two or (ii) 20% of the total number of directors on the Company’s board of directors as of the last day on which a proxy access notice may be submitted, rounded down to the nearest whole number.
Transfer Agent and Registrar
Equiniti Trust Company, LLC serves as the registrar and transfer agent for the Company’s Common
Stock.
New York Stock Exchange Symbol
The Company’s Common Stock is listed on the New York Stock Exchange under the trading symbol “AWK.”
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Dates Referenced Herein and Documents Incorporated by Reference
