awk-10q_20170331.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2017

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                        

Commission file number 001-34028

 

AMERICAN WATER WORKS COMPANY, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

51-0063696

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

 

 

1025 Laurel Oak Road, Voorhees, NJ

 

08043

(Address of principal executive offices)

 

(Zip Code)

(856) 346-8200

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.      Yes       No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).      Yes      No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

 

  

Accelerated filer

 

Non-accelerated filer

 

  

Smaller reporting company

 

 

 

(Do not check if a smaller reporting company)

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.).      Yes      No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.  

 Class

 

Outstanding as of April 27, 2017

Common Stock, $0.01 par value per share

 

178,191,126 shares

(excludes 4,064,010 treasury shares as of April 27, 2017)

 

 

 


 

TABLE OF CONTENTS

AMERICAN WATER WORKS COMPANY, INC.

Quarterly REPORT ON FORM 10-Q

FOR THE QUARTER ENDED MARCH 31, 2017

INDEX

 

FORWARD LOOKING STATEMENTS

1

 

 

PART I. FINANCIAL INFORMATION

3

 

 

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

3

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

20

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

30

ITEM 4. CONTROLS AND PROCEDURES

31

 

 

PART II. OTHER INFORMATION

32

 

 

ITEM 1. LEGAL PROCEEDINGS

32

ITEM 1A. RISK FACTORS

34

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

34

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

34

ITEM 4. MINE SAFETY DISCLOSURES

34

ITEM 5. OTHER INFORMATION

34

ITEM 6. EXHIBITS

35

 

 

SIGNATURES

36

EXHIBIT INDEX

37

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

i


 

FORWARD-LOOKING STATEMENTS

We have made statements in Part I, Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations and in other sections of this Quarterly Report on Form 10-Q (“Form 10-Q”), that are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995. In some cases, these forward-looking statements can be identified by words with prospective meanings such as “intend,” “plan,” “estimate,” “believe,” “anticipate,” “expect,” “predict,” “project,” “assume,” “forecast,” “outlook,” “future,” “pending,” “goal,” “objective,” “potential,” “continue,” “seek to,” “may,” “can,” “should,” “will” and “could” or the negative of such terms or other variations or similar expressions. Forward-looking statements may relate to, among other things, our future financial performance, including our operation and maintenance (“O&M”) efficiency ratio, cash flows, our growth and portfolio optimization strategies, our projected capital expenditures and related funding requirements, our ability to repay debt, our projected strategy to finance current operations and growth initiatives, the impact of legal proceedings and potential fines and penalties, business process and technology improvement initiatives, trends in our industry, regulatory, legislative, political, tax policy or legal developments or rate adjustments, including rate case filings, filings for infrastructure surcharges and filings to address regulatory lag.

Forward-looking statements are predictions based on our current expectations and assumptions regarding future events. They are not guarantees or assurances of any outcomes, financial results or levels of activity, performance or achievements, and you are cautioned not to place undue reliance upon them. These forward-looking statements are subject to a number of estimates and assumptions, and known and unknown risks, uncertainties and other factors. Our actual results may vary materially from those discussed in the forward-looking statements included herein as a result of the following important factors:

 

the decisions of governmental and regulatory bodies, including decisions to raise or lower rates;

 

the timeliness and outcome of regulatory commissions’ actions concerning rates, capital structure, authorized return on equity, capital investment, permitting and other decisions

 

changes in customer demand for, and patterns of use of, water, such as may result from conservation efforts;

 

changes in laws, governmental regulations and policies, including environmental, health and safety, water quality, public utility and tax regulations and policies, and impacts resulting from U.S., state and local elections;

 

weather conditions, patterns, events or natural disasters, including drought or abnormally high rainfall, strong winds, coastal and intercoastal flooding, earthquakes, landslides, hurricanes, tornadoes, electrical storms and solar flares;

 

the outcome of litigation and government action related to the Freedom Industries chemical spill in West Virginia, including matters pertaining to the binding global agreement in principle to settle claims related to this chemical spill;

 

our ability to appropriately maintain current infrastructure, including our operational and information technology (“IT”) systems, and manage the expansion of our business;

 

exposure or infiltration of our critical infrastructure, operational technology and IT systems through physical or cyber attacks or other disruptions;

 

our ability to obtain permits and other approvals for projects;

 

changes in our capital requirements;

 

our ability to control operating expenses and to achieve efficiencies in our operations;

 

the intentional or unintentional actions of a third party, including contamination of our water supplies or water provided to our customers;

 

our ability to obtain adequate and cost-effective supplies of chemicals, electricity, fuel, water and other raw materials that are needed for our operations;

 

our ability to successfully meet growth projections for our business and capitalize on growth opportunities, including our ability to, among other things, acquire and integrate water and wastewater systems into our regulated operations, and enter into contracts and other agreements with, or otherwise obtain, new customers in our market-based businesses;

 

risks and uncertainties associated with contracting with the U.S. government, including ongoing compliance with applicable government procurement and security regulations;

 

cost overruns relating to improvements in or the expansion of our operations;

 

our ability to maintain safe work sites;

1


 

 

our exposure to liabilities related to environmental laws and similar matters resulting from, among other things, water and wastewater service provided to customers, including, for example, our water management solutions that are focused on customers in the natural gas exploration and production market;

 

changes in general economic, political, business and financial market conditions;

 

access to sufficient capital on satisfactory terms and when and as needed to support operations and capital expenditures;

 

fluctuations in interest rates;

 

restrictive covenants in or changes to the credit ratings on our current or future debt that could increase our financing costs or funding requirements or affect our ability to borrow, make payments on debt or pay dividends;

 

fluctuations in the value of benefit plan assets and liabilities that could increase our cost and funding requirements;

 

changes in federal or state income tax laws, including tax reform, the availability of tax credits and tax abatement programs, and our ability to utilize our U.S. and state net operating loss carryforwards;

 

migration of customers into or out of our service territories;

 

the use by municipalities of the power of eminent domain or other authority to condemn our systems;

 

difficulty in obtaining, or the inability to obtain, insurance at acceptable rates and on acceptable terms and conditions;

 

the incurrence of impairment charges related to our goodwill or other assets;

 

labor actions, including work stoppages and strikes;

 

the ability to retain and attract qualified employees;

 

civil disturbances or terrorist threats or acts, or public apprehension about future disturbances or terrorist threats or acts; and

 

the impact of new, and changes to existing, accounting standards.

These forward-looking statements are qualified by, and should be read together with, the risk factors and other statements contained in our Annual Report on Form 10-K for the year ended December 31, 2016 (“Form 10-K”), and in this Form 10-Q, and you should refer to such risks, uncertainties and risk factors in evaluating such forward-looking statements. Any forward-looking statements we make speak only as of the date this Form 10-Q was filed with the United States Securities and Exchange Commission (“SEC”). Except as required by the federal securities laws, we do not have any obligation, and we specifically disclaim any undertaking or intention, to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or otherwise. New factors emerge from time to time, and it is not possible for us to predict all such factors. Furthermore, it may not be possible to assess the impact of any such factor on our businesses, either viewed independently or together, or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement. The foregoing factors should not be construed as exhaustive.

 

2


 

PART I. FINANCIAL INFORMATION

ITEM 1.

CONSOLIDATED FINANCIAL STATEMENTS

 

American Water Works Company, Inc. and Subsidiary Companies

Consolidated Balance Sheets (Unaudited)

(In millions, except share and per share data)

 

 

 

 

 

 

 

 

 

March 31, 2017

 

 

December 31, 2016

 

ASSETS

 

Property, plant and equipment

$

20,189

 

 

$

19,954

 

Accumulated depreciation

 

(5,061

)

 

 

(4,962

)

Property, plant and equipment, net

 

15,128

 

 

 

14,992

 

Current assets:

 

 

 

 

 

 

 

Cash and cash equivalents

 

78

 

 

 

75

 

Restricted funds

 

23

 

 

 

20

 

Accounts receivable, net

 

250

 

 

 

269

 

Unbilled revenues

 

227

 

 

 

263

 

Materials and supplies

 

41

 

 

 

39

 

Other

 

148

 

 

 

118

 

Total current assets

 

767

 

 

 

784

 

Regulatory and other long-term assets:

 

 

 

 

 

 

 

Regulatory assets

 

1,298

 

 

 

1,289

 

Goodwill

 

1,345

 

 

 

1,345

 

Other

 

72

 

 

 

72

 

Total regulatory and other long-term assets

 

2,715

 

 

 

2,706

 

TOTAL ASSETS

$

18,610

 

 

$

18,482

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

3


 

American Water Works Company, Inc. and Subsidiary Companies

Consolidated Balance Sheets (Unaudited)

(In millions, except share and per share data)

 

 

 

 

 

 

 

 

 

March 31, 2017

 

 

December 31, 2016

 

CAPITALIZATION AND LIABILITIES

 

Capitalization:

 

 

 

 

 

 

 

Common stock ($0.01 par value, 500,000,000 shares authorized, 182,231,713

and 181,798,555 shares issued, respectively)

$

2

 

 

$

2

 

Paid-in-capital

 

6,400

 

 

 

6,388

 

Accumulated deficit

 

(759

)

 

 

(873

)

Accumulated other comprehensive loss

 

(82

)

 

 

(86

)

Treasury stock, at cost (4,502,221 and 3,701,867 shares, respectively)

 

(274

)

 

 

(213

)

Total common stockholders' equity

 

5,287

 

 

 

5,218

 

Long-term debt

 

5,744

 

 

 

5,749

 

Redeemable preferred stock at redemption value

 

9

 

 

 

10

 

Total long-term debt

 

5,753

 

 

 

5,759

 

Total capitalization

 

11,040

 

 

 

10,977

 

Current liabilities:

 

 

 

 

 

 

 

Short-term debt

 

980

 

 

 

849

 

Current portion of long-term debt

 

574

 

 

 

574

 

Accounts payable

 

108

 

 

 

154

 

Accrued liabilities

 

453

 

 

 

609

 

Taxes accrued

 

67

 

 

 

31

 

Interest accrued

 

101

 

 

 

63

 

Other

 

135

 

 

 

112

 

Total current liabilities

 

2,418

 

 

 

2,392

 

Regulatory and other long-term liabilities:

 

 

 

 

 

 

 

Advances for construction

 

297

 

 

 

300

 

Deferred income taxes, net

 

2,629

 

 

 

2,596

 

Deferred investment tax credits

 

23

 

 

 

23

 

Regulatory liabilities

 

404

 

 

 

403

 

Accrued pension expense

 

420

 

 

 

419

 

Accrued postretirement benefit expense

 

86

 

 

 

87

 

Other

 

68

 

 

 

67

 

Total regulatory and other long-term liabilities

 

3,927

 

 

 

3,895

 

Contributions in aid of construction

 

1,225

 

 

 

1,218

 

Commitments and contingencies (see Note 8)

 

 

 

 

 

 

 

TOTAL CAPITALIZATION AND LIABILITIES

$

18,610

 

 

$

18,482

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 

4


 

American Water Works Company, Inc. and Subsidiary Companies

Consolidated Statements of Operations (Unaudited)

(In millions, except per share data)

 

 

For the Three Months Ended March 31,

 

 

2017

 

 

2016

 

Operating revenues

$

756

 

 

$

743

 

Operating expenses:

 

 

 

 

 

 

 

Operation and maintenance

 

337

 

 

 

348

 

Depreciation and amortization

 

124

 

 

 

116

 

General taxes

 

68

 

 

 

66

 

Gain on asset dispositions and purchases

 

-

 

 

 

(1

)

Total operating expenses, net

 

529

 

 

 

529

 

Operating income

 

227

 

 

 

214

 

Other income (expense):

 

 

 

 

 

 

 

Interest, net

 

(85

)

 

 

(80

)

Other, net

 

3

 

 

 

2

 

Total other income (expense)

 

(82

)

 

 

(78

)

Income from continuing operations before income taxes

 

145

 

 

 

136

 

Provision for income taxes

 

52

 

 

 

54

 

Net income attributable to common stockholders

$

93

 

 

$

82

 

 

 

 

 

 

 

 

 

Basic earnings per share:

 

 

 

 

 

 

 

Net income attributable to common stockholders

$

0.52

 

 

$

0.46

 

Diluted earnings per share:

 

 

 

 

 

 

 

Net income attributable to common stockholders

$

0.52

 

 

$

0.46

 

Weighted-average common shares outstanding:

 

 

 

 

 

 

 

Basic

 

178

 

 

 

178

 

Diluted

 

179

 

 

 

179

 

Dividends declared per common share

 

 

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 

5


 

American Water Works Company, Inc. and Subsidiary Companies

Consolidated Statements of Comprehensive Income (Unaudited)

(In millions)

 

 

For the Three Months Ended March 31,

 

 

2017

 

 

2016

 

Net income attributable to common stockholders

$

93

 

 

$

82

 

Other comprehensive income (loss), net of tax:

 

 

 

 

 

 

 

Pension amortized to periodic benefit cost:

 

 

 

 

 

 

 

Actuarial loss, net of tax of $1 in 2017 and 2016

 

2

 

 

 

1

 

Foreign currency translation adjustment

 

(1

)

 

 

1

 

Unrealized gain (loss) on cash flow hedges, net of tax of $2 and $(1) in 2017 and 2016, respectively

 

3

 

 

 

(1

)

Net other comprehensive income

 

4

 

 

 

1

 

Comprehensive income attributable to common stockholders

$

97

 

 

$

83

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

6


 

American Water Works Company, Inc. and Subsidiary Companies

Consolidated Statements of Cash Flows (Unaudited)

(In millions)

 

 

For the Three Months Ended March 31,

 

 

2017

 

 

2016

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

 

Net income

$

93

 

 

$

82

 

Adjustments to reconcile to net cash flows provided by operating activities:

 

 

 

 

 

 

 

Depreciation and amortization

 

124

 

 

 

116

 

Deferred income taxes and amortization of investment tax credits

 

64

 

 

 

65

 

Provision for losses on accounts receivable

 

4

 

 

 

6

 

Gain on asset dispositions and purchases

 

 

 

 

(1

)

Pension and non-pension postretirement benefits

 

15

 

 

 

15

 

Other non-cash, net

 

(18

)

 

 

(24

)

Changes in assets and liabilities:

 

 

 

 

 

 

 

Receivables and unbilled revenues

 

51

 

 

 

49

 

Pension and non-pension postretirement benefit contributions

 

(11

)

 

 

(14

)

Accounts payable and accrued liabilities

 

(72

)

 

 

15

 

Other assets and liabilities, net

 

27

 

 

 

(49

)

Net cash provided by operating activities

 

277

 

 

 

260

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

 

 

Capital expenditures

 

(270

)

 

 

(284

)

Acquisitions

 

(2

)

 

 

(22

)

Proceeds from sale of assets and securities

 

 

 

 

1

 

Removal costs from property, plant and equipment retirements, net

 

(13

)

 

 

(17

)

Net funds restricted

 

(3

)

 

 

(1

)

Net cash used in investing activities

 

(288

)

 

 

(323

)

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

Repayments of long-term debt

 

(4

)

 

 

(11

)

Net short-term borrowings with maturities less than three months

 

131

 

 

 

211

 

Proceeds from issuances of employee stock plans and DRIP

 

10

 

 

 

10

 

Advances and contributions for construction, net of refunds of $4 and

   $4, respectively

 

7

 

 

 

7

 

Debt issuance costs

 

 

 

 

(1

)

Dividends paid

 

(67

)

 

 

(61

)

Anti-dilutive stock repurchase

 

(54

)

 

 

(62

)

Taxes paid related to employee stock plans

 

(9

)

 

 

(9

)

Net cash provided by financing activities

 

14

 

 

 

84

 

Net increase in cash and cash equivalents

 

3

 

 

 

21

 

Cash and cash equivalents as of beginning of period

 

75

 

 

 

45

 

Cash and cash equivalents as of end of period

$

78

 

 

$

66

 

Non-cash investing activity:

 

 

 

 

 

 

 

Capital expenditures acquired on account but unpaid as of end of period

$

142

 

 

$

166

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 

7


 

American Water Works Company, Inc. and Subsidiary Companies

Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)

(In millions)

 

 

Common Stock

 

 

 

 

Accumulated

 

Accumulated Other Comprehensive

 

Treasury Stock

 

Total

Stockholders'

 

 

Shares

 

Par Value

 

Paid-in-Capital

 

Deficit

 

Loss

 

Shares

 

At Cost

 

Equity

 

Balance as of December 31, 2016

 

181.8

 

$

2

 

$

6,388

 

$

(873

)

$

(86

)

 

(3.7

)

$

(213

)

$

5,218

 

Cumulative effect of change in

   accounting principle

 

 

 

 

21

 

 

 

 

 

21

 

Net income attributable to common

   stockholders

 

 

 

 

 

 

 

93

 

 

 

 

 

 

 

 

93

 

Direct stock reinvestment and

   purchase plan

 

 

 

 

 

3

 

 

 

 

 

 

 

 

 

 

3

 

Employee stock purchase plan

 

 

 

 

 

2

 

 

 

 

 

 

 

 

 

 

2

 

Stock-based compensation activity

 

0.4

 

 

 

 

7

 

 

 

 

 

 

(0.1

)

 

(7

)

 

-

 

Repurchases of common stock

 

 

 

 

 

 

 

 

 

 

 

(0.7

)

 

(54

)

 

(54

)

Net other comprehensive income

   (loss)

 

 

 

 

 

 

 

 

 

4

 

 

 

 

 

 

4

 

Balance as of March 31, 2017

 

182.2

 

$

2

 

$

6,400

 

$

(759

)

$

(82

)

 

(4.5

)

$

(274

)

$

5,287

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

 

 

 

Accumulated

 

Accumulated Other Comprehensive

 

Treasury Stock

 

Total

Stockholders'

 

 

Shares

 

Par Value

 

Paid-in-Capital

 

Deficit

 

Loss

 

Shares

 

At Cost

 

Equity

 

Balance as of December 31, 2015

 

180.9

 

$

2

 

$

6,351

 

$

(1,073

)

$

(88

)

 

(2.6

)

$

(143

)

$

5,049

 

Net income attributable to common

   stockholders

 

 

 

 

 

 

 

82

 

 

 

 

 

 

 

 

82

 

Direct stock reinvestment and

   purchase plan

 

 

 

 

1

 

 

 

 

 

 

 

 

 

 

1

 

Employee stock purchase plan

 

 

 

 

 

1

 

 

 

 

 

 

 

 

 

 

1

 

Stock-based compensation activity

 

0.5

 

 

 

 

15

 

 

 

 

 

 

(0.1

)

 

(5

)

 

10

 

Repurchases of common stock

 

 

 

 

 

 

 

 

 

 

 

(1.0

)

 

(62

)

 

(62

)

Net other comprehensive income

   (loss)

 

 

 

 

 

 

 

 

 

1

 

 

 

 

 

 

1

 

Balance as of March 31, 2016

 

181.4

 

$

2

 

$

6,368

 

$

(991

)

$

(87

)

 

(3.7

)

$

(210

)

$

5,082

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 

8


 

American Water Works Company, Inc. and Subsidiary Companies

Notes to Consolidated Financial Statements (Unaudited)

(Unless otherwise noted, in millions, except per share data)

 

Note 1: Basis of Presentation

The unaudited consolidated financial statements provided in this report include the accounts of American Water Works Company, Inc. and all of its subsidiaries (collectively, “American Water” or the “Company”) in which a controlling interest is maintained after the elimination of intercompany accounts and transactions. The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial reporting and with the rules and regulations for reporting on Form 10-Q. Accordingly, they do not contain certain information and disclosures required by GAAP for comprehensive financial statements. In the opinion of management, all adjustments necessary for a fair statement of the financial position as of March 31, 2017 and results of operations and cash flows for all periods presented have been made. All adjustments are of a normal, recurring nature, except as otherwise disclosed.

The Consolidated Balance Sheet as of December 31, 2016 is derived from the Company's audited consolidated financial statements as of December 31, 2016. The unaudited financial statements and notes included in this report should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 (“Form 10-K”) which provides a more complete discussion of the Company’s accounting policies, financial position, operating results and other matters. The results of operations for interim periods are not necessarily indicative of the results that may be expected for the year, due primarily to the seasonality of the Company’s operations.

Note 2: New Accounting Standards

The Company adopted the following accounting standard on January 1, 2017:

 

Standard

 

Description

 

Date of Adoption

 

Application

 

Effect on the Consolidated Financial

Statements

(or Other Significant Matters)

Simplification of Employee Share-Based Payment Accounting

 

Simplified accounting and disclosure requirements for share-based payment awards. The updated guidance addresses simplification in areas such as: (i) the recognition of excess tax benefits and deficiencies; (ii) the classification of excess tax benefits and taxes paid on the Consolidated Statements of Cash Flows; (iii) election of an accounting policy for forfeitures; and (iv) the amount an employer can withhold to cover income taxes and still qualify for equity classification.

 

January 1, 2017

 

Modified retrospective for the recognition of excess tax benefits and deficiencies; full retrospective for the classification of excess tax benefits and taxes paid on the Consolidated Statements of Cash Flows

 

The adoption of this standard resulted in a cumulative effect to increase retained earnings by $21, with an offsetting decrease to deferred income taxes, net. Also, the adoption resulted in a net increase in cash flows from operating activities and a net decrease in cash flows from financing activities of $14 and $13 for the three months ended March 31, 2017 and 2016, respectively, on the Consolidated Statements of Cash Flows.

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The following recently issued accounting standards are not yet required to be adopted by the Company as of March 31, 2017:

 

Standard

 

Description

 

Date of Adoption

 

Application

 

Effect on the Consolidated Financial

Statements

(or Other Significant Matters)

Revenue from Contracts with Customers

 

Changes the criteria for recognizing revenue from a contract with a customer. Replaces existing guidance on revenue recognition, including most industry specific guidance. The objective is to provide a single, comprehensive revenue recognition model for all contracts with customers to improve comparability within industries, across industries and across capital markets. The underlying principle is that an entity will recognize revenue to depict the transfer of goods and services to customers at an amount the entity expects to be entitled to in exchange for those goods or services. The guidance also requires a number of disclosures regarding the nature, amount, timing and uncertainty of revenue and related cash flows.

 

January 1, 2018; early adoption permitted

 

Full or modified retrospective

 

The Company is evaluating the impact on the consolidated financial statements and related disclosures, as well as the transition method to be used to adopt the guidance. The Company is also considering the impacts of the new standard on its accounting for contributions in aid of construction. The Company does not expect to early adopt.

Classification of Certain Cash Receipts and Cash Payments on the Statement of Cash Flows

 

Provides guidance on the presentation and classification in the statement of cash flows for the following cash receipts and payments: (i) debt prepayment or debt extinguishment costs; (ii) settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing; (iii) contingent consideration payments made after a business combination; (iv) proceeds from the settlement of insurance claims; (v) proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies; (vi) distributions received from equity method investees; (vii) beneficial interests in securitization transactions; and (viii) separately identifiable cash flows and application of the predominance principle.

 

January 1, 2018; early adoption permitted

 

Retrospective

 

The Company does not anticipate significant impacts on its Consolidated Statements of Cash Flows.

Presentation of Changes in Restricted Cash on the Statement of Cash Flows

 

Updates the accounting and disclosure guidance for the classification and presentation of changes in restricted cash on the statements of cash flows. The amended guidance requires that the statements of cash flows explain the change during the period in the total of cash, cash equivalents and amounts described as restricted cash or restricted cash equivalents. Restricted cash and restricted cash equivalents will now be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statements of cash flows.

 

January 1, 2018; early adoption permitted

 

Retrospective

 

The Company does not anticipate significant impacts on its Consolidated Statements of Cash Flows.

Clarifying the Definition of a Business

 

Updates the accounting guidance to clarify the definition of a business with the objective of assisting entities with evaluating whether transactions should be accounted for as acquisitions, or disposals, of assets or businesses.

 

January 1, 2018; early adoption permitted

 

Prospective

 

The Company is evaluating the impact on the consolidated financial statements and related disclosures.

Gains and Losses from the Derecognition of Nonfinancial Assets

 

Updated the guidance to clarify the accounting for gains and losses resulting from the derecognition of nonfinancial assets and partial sale of nonfinancial assets. The guidance also clarifies the definition of an in-substance nonfinancial asset.

 

 

January 1, 2018; early adoption permitted

 

Full or modified retrospective

 

The Company is evaluating the impact on the consolidated financial statements and related disclosures.

Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost

 

Updated authoritative guidance requires the service cost component of net periodic benefit cost to be presented in the same income statement line item(s) as other employee compensation costs arising from services rendered during the period. The remaining components of net periodic benefit cost are required to be presented separately from the service cost component in an income statement line item outside of operating income. Also, the guidance allows for only the service cost component to be eligible for capitalization. The updated guidance does not impact the accounting for net periodic benefit costs as regulatory assets or liabilities.

 

January 1, 2018; early adoption permitted

 

Retrospective for the presentation of service cost component; prospective for the capitalization of service cost component

 

The Company is evaluating the impact on the consolidated financial statements and related disclosures.

Accounting for Leases

 

Updated the accounting and disclosure guidance for leasing arrangements. Under this guidance, a lessee will be required to recognize the following for all leases, excluding short-term leases, at the commencement date: (i) a lease liability, which is a lessee's obligation to make lease payments arising from a lease, measured on a discounted basis; and (ii) a right-of-use asset, which is an asset that represents the lessee's right to use, or control the use of, a specified asset for the lease term. Under the guidance, lessor accounting is largely unchanged.

 

January 1, 2019; early adoption permitted

 

Modified retrospective

 

The Company is evaluating the effect on the consolidated financial statements, related disclosures, as well as the timing of adoption.

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Simplification of Goodwill Impairment Testing

 

Updated authoritative guidance which simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. Under the amendments in the update, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying value exceeds the reporting unit's fair value, however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary.

 

January 1, 2020; early adoption permitted

 

Prospective

 

The Company is evaluating the impact on the consolidated financial statements and related disclosures, as well as the timing of adoption.

Measurement of Credit Losses

 

Updated the accounting guidance on reporting credit losses for financial assets held at amortized cost basis and available-for-sale debt securities. Under this guidance, expected credit losses are required to be measured based on historical experience, current conditions and reasonable and supportable forecasts that affect the collectability of the reported amount of financial assets. Also, this guidance requires that credit losses on available-for-sale debt securities be presented as an allowance rather than as a direct write-down.

 

January 1, 2020; early adoption permitted

 

Modified retrospective

 

The Company is evaluating the impact on the consolidated financial statements and related disclosures, as well as the timing of adoption.

 

Note 3: Acquisitions

During the three months ended March 31, 2017, the Company closed on two water system acquisitions for a total aggregate purchase price under $1. Also, our Regulated Business made a non-escrowed deposit of $2 related to the acquisition of the McKeesport, Pennsylvania wastewater system which is expected to close in the fourth quarter of 2017.

On April 3, 2017, the Company acquired all of the outstanding capital stock of Shorelands Water Company, Inc. for total consideration of $33, in the form of approximately 0.4 shares of the Company’s common stock. Assets acquired, principally utility plant, totaled $26. Liabilities assumed totaled $19, including $5 of contributions in aid of construction, and assumed debt of $6. This acquisition will be recorded during the second quarter of 2017 and includes $27 of goodwill, which will be reported in the Company’s Regulated Businesses segment. The preliminary price allocation related to this acquisition will be finalized once the valuation of assets acquired has been completed, no later than one year after the acquisition date.

Note 4: Stockholders’ Equity

Accumulated Other Comprehensive Loss

The following table presents changes in accumulated other comprehensive loss by component, net of tax, for the three months ended March 31, 2017 and 2016, respectively:

 

 

Defined Benefit Plans

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

Employee

Benefit Plan

Funded Status

 

 

Amortization

of Prior

Service Cost

 

 

Amortization

of Actuarial

Loss

 

 

Foreign

Currency

Translation

 

 

Gain (Loss) on

Cash Flow

Hedges

 

 

Other

Comprehensive

Loss

 

Beginning balance as of December 31, 2016

$

(147

)

 

$

1

 

 

$

42

 

 

$

2

 

 

$

16

 

 

$

(86

)

Other comprehensive income (loss)

   before reclassifications

 

 

 

 

 

 

 

 

 

 

(1

)

 

 

3

 

 

 

2

 

Amounts reclassified from accumulated

   other comprehensive loss

 

 

 

 

 

 

 

2

 

 

 

 

 

 

 

 

 

2

 

Net other comprehensive income (loss)

 

 

 

 

 

 

 

2

 

 

 

(1

)

 

 

3

 

 

 

4

 

Ending balance as of March 31, 2017

$

(147

)

 

$

1

 

 

$

44

 

 

$

1

 

 

$

19

 

 

$

(82

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning balance as of December 31, 2015

$

(126

)

 

$

1

 

 

$

36

 

 

$

2

 

 

$

(1

)

 

$

(88

)

Other comprehensive income (loss)

   before  reclassifications

 

 

 

 

 

 

 

 

 

 

1

 

 

 

(1

)

 

 

 

Amounts reclassified from accumulated

   other comprehensive loss

 

 

 

 

 

 

 

1

 

 

 

 

 

 

 

 

 

1

 

Net other comprehensive income (loss)

 

 

 

 

 

 

 

1

 

 

 

1

 

 

 

(1

)

 

 

1

 

Ending balance as of March 31, 2016

$

(126

)

 

$

1

 

 

$

37

 

 

$

3

 

 

$

(2

)

 

$

(87

)

 

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The Company does not reclassify the amortization of defined benefit pension cost components from accumulated other comprehensive loss directly to net income in its entirety, as a portion of these costs have been capitalized as a regulatory asset. These accumulated other comprehensive income loss components are included in the computation of net periodic pension cost. See Note 7 Pension and Other Postretirement Benefits.  

The amortization of the loss on cash flow hedges is reclassified to net income during the period incurred and is included in interest, net in the accompanying Consolidated Statements of Operations.

Anti-dilutive Stock Repurchase Program

During the three months ended March 31, 2017, the Company repurchased 0.7 shares of common stock in the open market at an aggregate cost of $54 under the anti-dilutive stock repurchase program authorized by the Company’s Board of Directors in 2015. As of March 31, 2017, there were 6.1 shares of common stock available for repurchase under the program.

Note 5: Long-Term Debt

The following long-term debt was retired through sinking fund provisions, optional redemptions or payment at maturity during the three months ended March 31, 2017:

 

Company

 

Type

 

Rate

 

 

Maturity

 

Amount

 

American Water Capital Corp. (a)

 

Private activity bonds and government

funded debt—fixed rate

 

1.79%-2.90%

 

 

2021-2031

 

$

1

 

Other American Water subsidiaries

 

Private activity bonds and government

funded debt—fixed rate

 

0.00%-5.38%

 

 

2017-2041

 

 

2

 

Other American Water subsidiaries

 

Mandatorily redeemable preferred stock

 

 

8.49%

 

 

2036

 

 

1

 

Total retirements and redemptions

 

 

 

 

 

 

 

 

 

$

4

 

 

(a)

American Water Capital Corp., which is a wholly owned subsidiary of the Company, has a support agreement with the Company that, under certain circumstances, is the functional equivalent of a guarantee. This indebtedness is considered “debt” for purposes of this support agreement.

The Company has four forward starting swap agreements with an aggregate notional amount of $300 to reduce interest rate exposure on debt expected to be issued in 2017. These forward starting swap agreements terminate in December 2017 and have an average fixed rate of 2.20%. On February 8, 2017, the Company entered into a forward starting swap agreement with a notional amount of $100 to reduce interest rate exposure for a portion of the expected refinancing of the Company’s 5.62% fixed-rate long-term debt maturing in December 2018. This forward starting swap agreement terminates in November 2018 and has an average fixed rate of 2.67%. The Company has designated these forward starting swap agreements as cash flow hedges and the initial fair value, in addition to any subsequent changes in fair value, are recognized in accumulated other comprehensive gain or loss. Upon termination, the cumulative gain or loss recorded in accumulated other comprehensive gain or loss will be amortized through interest, net over the term of the issued debt.

The Company has an interest rate swap to hedge $100 of its 6.085% fixed-rate debt maturing in 2017. The Company pays variable interest of six-month LIBOR plus 3.422% and the interest rate swap matures with the fixed-rate debt in 2017. The Company has designated the interest rate swap as a fair value hedge accounted for at fair value with gains or losses, as well as the offsetting gains or losses on the hedged item, recognized in interest, net. The net gain recognized by the Company was de minimis for the three months ended March 31, 2017 and 2016.

The Company has employed interest rate swaps to fix the interest cost on a portion of its variable-rate debt with an aggregate notional amount of $6. The Company has designated these instruments as economic hedges accounted for at fair value with gains or losses recognized in interest, net. The net gain recognized by the Company was de minimis for the three months ended March 31, 2017 and 2016.

No ineffectiveness was recognized for the three months ended March 31, 2017 and 2016 related to hedging instruments.

12


 

The following table provides a summary of the gross fair value for the Company’s derivative asset and liabilities, as well as the location of the asset and liability balances in the Consolidated Balance Sheets:

 

Derivative Instruments

 

Derivative Designation

 

Balance Sheet Classification

 

March 31, 2017

 

 

December 31, 2016

 

Asset Derivative

 

 

 

 

 

 

 

 

 

 

 

 

Forward starting swaps

 

Cash flow hedge

 

Other current assets

 

$

31

 

 

$

27

 

Forward starting swaps

 

Cash flow hedge

 

Other long-term assets

 

 

1

 

 

 

Interest rate swap

 

Fair value hedge

 

Other current assets

 

 

1

 

 

 

1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liability Derivative

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swap

 

Fair value hedge

 

Current portion of long-term

debt

 

$

1

 

 

$

1

 

 

Note 6: Income Taxes

The Company’s effective income tax rate was 35.9% and 39.7% for the three months ended March 31, 2017 and 2016, respectively. The effective income tax rate for the three months ended March 31, 2017 was impacted by a $5 tax benefit from the new accounting standard for employee share-based payment awards which was adopted in 2017. Under this updated guidance, tax benefits or shortfalls related to employee share-based payment awards are recognized in the provision for income taxes, whereas they previously were recorded as additional paid-in capital on the Consolidated Balance Sheets. See Note 2—New Accounting Standards in the Notes to Consolidated Financial Statements for further discussion on the impacts of the updated guidance. 

On April 11, 2017, the State of New York enacted legislation that would increase the state income tax rate on the Company’s taxable income attributable to New York. Manufacturers in New York are taxed at a lower income tax rate, and this legislation eliminated the production of water as a qualified manufacturing activity. The effective date of the legislation is January 1, 2018 and this future increase in the New York tax rate will cause the Company to book a one-time adjustment during the second quarter of 2017, increasing its state accumulated deferred income tax liability.  An offsetting adjustment will be recorded to regulatory assets for the amount recoverable in future customer rates, with the remaining balance recorded to income tax expense.

Note 7: Pension and Other Postretirement Benefits  

The following table provides the components of net periodic benefit costs:

 

 

For the Three Months Ended March 31,

 

 

2017

 

 

2016

 

Components of net periodic pension benefit cost

 

 

 

 

 

 

 

Service cost

$

9

 

 

$

8

 

Interest cost

 

20

 

 

 

20

 

Expected return on plan assets

 

(24

)

 

 

(24

)

Amortization of actuarial loss

 

9

 

 

 

7

 

Net periodic pension benefit cost

$

14

 

 

$

11

 

 

 

 

 

 

 

 

 

Components of net periodic other postretirement benefit cost

 

 

 

 

 

 

 

Service cost

$

3

 

 

$

3

 

Interest cost

 

7

 

 

 

7

 

Expected return on plan assets

 

(7

)

 

 

(6

)

Amortization of prior service credit

 

(5

)

 

 

(1

)

Amortization of actuarial loss

 

3

 

 

 

1

 

Net periodic other postretirement benefit cost

$

1

 

 

$

4

 

 

The Company contributed $10 to its defined benefit pension plans in the first three months of 2017 and expects to contribute $30 during the remainder of 2017. In addition, the Company contributed $1 for the funding of its other postretirement plans in the first three months of 2017 and expects to contribute $5 during the remainder of 2017.

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Note 8: Commitments and Contingencies

Contingencies

The Company is routinely involved in legal actions incident to the normal conduct of its business. As of March 31, 2017, the Company has accrued approximately $138 of probable loss contingencies and has estimated that the maximum amount of losses associated with reasonably possible loss contingencies that can be reasonably estimated is $28. For certain matters, claims and actions, the Company is unable to estimate possible losses. The Company believes that damages or settlements, if any, recovered by plaintiffs in such matters, claims or actions, other than as described in this Note 8, will not have a material adverse effect on the Company.

West Virginia Elk River Freedom Industries Chemical Spill

Background

On January 9, 2014, a chemical storage tank owned by Freedom Industries, Inc. leaked two substances, 4-methylcyclohexane methanol, or MCHM, and PPH/DiPPH, a mix of polyglycol ethers, into the Elk River near the West Virginia-American Water Company (“WVAWC”) treatment plant intake in Charleston, West Virginia. After having been alerted to the leak of MCHM by the West Virginia Department of Environmental Protection (“DEP”), WVAWC took immediate steps to gather more information about MCHM, augment its treatment process as a precaution, and begin consultations with federal, state and local public health officials. As soon as possible after it was determined that the augmented treatment process would not fully remove the MCHM, a joint decision was reached in consultation with the West Virginia Bureau for Public Health to issue a “Do Not Use” order for all of its approximately 93,000 customer accounts in parts of nine West Virginia counties served by the Charleston treatment plant. By January 18, 2014, none of WVAWC’s customers were subject to the Do Not Use order.

Following the Freedom Industries chemical spill, numerous lawsuits were filed against WVAWC and certain other Company affiliated entities (collectively, the “American Water Defendants”) with respect to this matter in the U.S. District Court for the Southern District of West Virginia or West Virginia Circuit Courts in Kanawha, Boone and Putnam counties, and to date, 74 cases remain pending. Four of the cases pending before the U.S. district court were consolidated for purposes of discovery, and an amended consolidated class action complaint for those cases (the “Federal action”) was filed in December 2014 by several plaintiffs. On January 28, 2016, all of the then-filed state court cases were referred to West Virginia’s Mass Litigation Panel for further proceedings, which have been stayed pending the negotiation by the parties and approval by the court in the Federal action of a global agreement to settle all of such cases, as described below. On July 7, 2016, the court in the Federal action scheduled trial to begin on October 25, 2016, but the court has granted several continuances of the trial, which is currently postponed until June 6, 2017 and remains subject to further delay in light of the binding global agreement in principle described below. The Mass Litigation Panel has also stayed its proceedings until July 26, 2017.

WVAWC Binding Global Agreement in Principle to Settle Claims

On October 31, 2016, the court in the Federal action approved the preliminary principles, terms and conditions of a binding global agreement in principle to settle claims (the “Settlement”) among the American Water Defendants, and all class members, putative class members, claimants and potential claimants (collectively, the “Plaintiffs”), arising out of the Freedom Industries chemical spill. The terms of the Settlement propose a global federal and state resolution of all litigation and potential claims against the American Water Defendants and their insurers. A claimant may elect to opt out of any final settlement agreement, in which case such claimant will not receive any benefit from or be bound by the terms of the Settlement. Under the terms and conditions of the Settlement and any subsequent final settlement agreement, the American Water Defendants have not admitted, and will not admit, any fault or liability for any of the allegations made by the Plaintiffs in any of the actions to be resolved.

The proposed aggregate pre-tax amount of the Settlement is $126, of which $65 would be contributed by WVAWC, and the remainder would be contributed by certain of the Company’s general liability insurance carriers. The Company has general liability insurance under a series of policies underwritten by a number of individual carriers. Two of these insurance carriers, which provide an aggregate of $50 in insurance coverage to the Company under these policies, were requested, but presently have not agreed, to participate in the Settlement. The Company and WVAWC are vigorously pursuing their rights to insurance coverage from these non-participating carriers for any contributions by WVAWC to the Settlement. In this regard, WVAWC filed a lawsuit against one of these carriers alleging that the carrier’s failure to agree to participate in the Settlement constitutes a breach of contract, and the Company is pursuing mandatory arbitration against the other non-participating carrier.

The preliminary terms of the Settlement intend to establish a two-tier settlement fund for the payment of claims, comprised of (i) a simple claim fund, which is also referred to as the “guaranteed fund,” of $76, of which $51 will be contributed by WVAWC, including insurance deductibles, and $25 would be contributed by one of the Company’s general liability insurance carriers, and (ii) an individual review claim fund of up to $50, of which up to $14 would be contributed by WVAWC and $36 would be contributed by a

14


 

number of the Company’s general liability insurance carriers. Separately, up to $25 would be contributed to the guaranteed fund by another defendant to the Settlement.

As a result of these events, the Company recorded a charge to earnings, net of insurance receivables, of $65 ($39 after-tax) in the third quarter of 2016. The settlement amount of $126 is reflected in Accrued Liabilities and the offsetting insurance receivable is reflected in Other Current Assets in the Consolidated Balance Sheet as of March 31, 2017. The Company intends to fund WVAWC’s contributi