Table	of	Contents

# UNITED	STATES

# SECURITIES	AND	EXCHANGE	COMMISSION

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

For	the	fiscal	year	ended	December	31,	2012

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

# AMERICAN	WATER	WORKS	COMPANY,	INC.

(Exact	name	of	registrant	as	specified	in	its	charter)

Delaware

(State	or	other	jurisdiction	of

incorporation	or	organization)

1025	Laurel	Oak	Road,	Voorhees,	NJ

(Address	of	principal	executive	offices)

(I.R.S.	Employer Identification	No.)

(Zip	Code)

(Registrant's	telephone	number,	including	area	code)

Securities	registered	pursuant	to	Section	12(b)	of	the	Act:

Title	of	each	class

Common	stock,	par	value	$0.01	per	share

Name	of	each	exchange	on	which	registered

New	York	Stock	Exchange,	Inc.

Securities	registered	pursuant	to	Section	12(g)	of	the	Act:

# None.

Indicate	by	check	mark	if	the	registrant	is	a	well-known	seasoned	issuer,	as	defined	in	Rule	405	of	the	Securities	Act.				Yes		þ				No		¨

Indicate	by	check	mark	if	the	registrant	is	not	required	to	file	reports	pursuant	to	Section	13	or	Section	15(d)	of	the	Act.				Yes		¨				No		þ

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		þ				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		þ				No		¨

Indicate	by	check	mark	if	disclosure	of	delinquent	filers	pursuant	to	Item	405	of	Regulation	S-K	is	not	contained	herein,	and	will	not	be	contained,	to	the	best	of registrant's	knowledge,	in	definitive	proxy	or	information	statements	incorporated	by	reference	in	Part	III	of	this	Form	10-K	or	any	amendment	to	this	Form	10-K.		¨

Indicate	by	check	mark	whether	the	registrant	is	a	large	accelerated	filer,	an	accelerated	filer,	a	non-accelerated	filer	or	a	smaller	reporting	company.	See	the definitions	of	"large	accelerated	filer,"	"accelerated	filer"	and	"small	reporting	company"	in	Rule	12(b)-2	of	the	Exchange	Act.:

Large	accelerated	filer 	 þ

Non-accelerated	filer 	 ¨

	 Accelerated	filer

Small	reporting	company	 ¨

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

State	the	aggregate	market	value	of	the	voting	and	non-voting	common	equity	held	by	non-affiliates	computed	by	reference	to	the	price	at	which	the	common equity	was	last	sold,	or	the	average	bid	and	asked	price	of	such	common	equity,	as	of	the	last	business	day	of	the	registrant's	most	recently	completed	second	fiscal quarter.

Indicate	the	number	of	shares	outstanding	of	each	of	the	registrant's	classes	of	common	stock	as	of	the	latest	practicable	date.

# DOCUMENTS	INCORPORATED	BY	REFERENCE

(1)	Portions	of	the	Company's	Proxy	Statement	for	the	Company's	2013	Annual	Meeting	of	Stockholders	are	incorporated	by	reference	into	Part	III	of	this	report.

|  |  | Page |
| :--- | :--- | :--- |
| Forward-Looking\tStatements |  | 1 |
|  | Part\tI |  |
| Item\t1. | Business | 2 |
| Item\t1A. | Risk\tFactors | 20 |
| Item\t1B. | Unresolved\tStaff\tComments | 34 |
| Item\t2. | Properties | 34 |
| Item\t3. | Legal\tProceedings | 34 |
| Item\t4. | Mine\tSafety\tDisclosures | 39 |
|  | Part\tII |  |
| Item\t5. | Market\tFor\tRegistrant's\tCommon\tEquity,\tRelated\tStockholder\tMatters\tand\tIssuer\tPurchases\tof\tEquity\tSecurities | 40 |
| Item\t6. | Selected\tFinancial\tData | 40 |
| Item\t7. | Management's\tDiscussion\tand\tAnalysis\tof\tFinancial\tCondition\tand\tResults\tof\tOperations | 42 |
| Item\t7A. | Quantitative\tand\tQualitative\tDisclosures\tAbout\tMarket\tRisk | 81 |
| Item\t8. | Financial\tStatements\tand\tSupplementary\tData | 83 |
| Item\t9. | Changes\tin\tand\tDisagreements\twith\tAccountants\ton\tAccounting\tand\tFinancial\tDisclosure | \t133 |
| Item\t9A. | Controls\tand\tProcedures | \t133 |
| Item\t9B. | Other\tInformation | \t134 |
|  | Part\tIII |  |
| Item\t10. | Directors,\tExecutive\tOfficers\tand\tCorporate\tGovernance | \t135 |
| Item\t11. | Executive\tCompensation | \t139 |
| Item\t12. | Security\tOwnership\tof\tCertain\tBeneficial\tOwners\tand\tManagement\tand\tRelated\tStockholder\tMatters | \t139 |
| Item\t13. | Certain\tRelationships\tand\tRelated\tTransactions\tand\tDirector\tIndependence | \t139 |
| Item\t14. | Principal\tAccountant\tFees\tand\tServices | \t139 |
|  | Part\tIV |  |
| Item\t15. | Exhibits\tand\tFinancial\tStatement\tSchedules | \t139 |
| Signatures |  | \t140 |
| Exhibit\tIndex |  | \t141 |

# FORWARD-LOOKING	STATEMENTS

We	have	made	statements	under	the	captions	"Business,"	"Risk	Factors,"	"Management's	Discussion	and	Analysis	of	Financial	Condition	and	Results	of Operations,"	and	in	other	sections	of	this	Annual	Report	on	Form	10-K	("Form	10-K"),	or	incorporated	certain	statements	by	reference	into	this	Form	10-K,	that	are forward-looking	statements	within	the	meaning	of	Section	27A	of	the	Securities	Act	of	1933	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,"	"forecast,"	"outlook,"	"future,"	"potential,"	"continue,"	"may,"	"can,"	"should"	and	"could"	and	similar	expressions.	Forward-looking	statements may	relate	to,	among	other	things,	our	future	financial	performance,	including	our	operations	and	maintenance	("O&M")	efficiency	ratio,	our	growth	and	portfolio optimization	strategies,	our	projected	capital	expenditures	and	related	funding	requirements,	our	ability	to	repay	debt,	our	ability	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	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	of	any	outcomes, financial	results	or	levels	of	performance	and	you	are	cautioned	not	to	place	undue	reliance	upon	them.	These	forward-looking	statements	are	subject	to	a	number	of risks	and	uncertainties,	and	new	risks	and	uncertainties	of	which	we	are	not	currently	aware	or	which	we	do	not	currently	perceive	may	arise	in	the	future	from	time	to time.	Should	any	of	these	risks	or	uncertainties	materialize,	or	should	any	of	our	expectations	or	assumptions	prove	incorrect,	then	our	results	may	vary	materially	from those	discussed	in	the	forward-looking	statements	herein.	Factors	that	could	cause	actual	results	to	differ	from	those	discussed	in	forward-looking	statements	include,	but are	not	limited	to,	the	factors	discussed	under	the	caption	"Risk	Factors"	and	the	following	factors:

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

•the	timeliness	of	regulatory	commissions'	actions	concerning	rates;

•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	water	quality	and	public	utility	regulations	and	policies;

•	 weather	conditions,	patterns	or	events,	including	drought	or	abnormally	high	rainfall,	strong	winds	and	coastal	and	intercoastal	flooding;

•our	ability	to	affect	significant	changes	to	our	business	processes	and	corresponding	technology;

•our	ability	to	appropriately	maintain	current	infrastructure	and	manage	expansion	of	our	business;

•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;

•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	acquire	and	integrate	water	and	wastewater	systems	that	are	complementary	to	our	operations	and	the	growth	of	our	business	or dispose	of	assets	or	lines	of	business	that	are	not	complementary	to	our	operations	and	the	growth	of	our	business;

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

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

•access	to	sufficient	capital	on	satisfactory	terms;

•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	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;

•our	ability	to	utilize	our	U.S.	and	state	net	operating	loss	carryforwards;

•	 migration	of	customers	into	or	out	of	our	service	territories;

•difficulty	in	obtaining	insurance	at	acceptable	rates	and	on	acceptable	terms	and	conditions;

•the	incurrence	of	impairment	charges;

•labor	actions,	including	work	stoppages;

•ability	to	retain	and	attract	qualified	employees;	and

•civil	disturbance,	or	terrorist	threats	or	acts	or	public	apprehension	about	future	disturbances	or	terrorist	threats	or	acts.

Any	forward-looking	statements	we	make,	speak	only	as	of	the	date	of	this	Form	10-K.	Except	as	required	by	law,	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.

# PART	I

# ITEM	1. BUSINESS

# Our	Company

American	Water	Works	Company,	Inc.,	(the	"Company"),	a	Delaware	corporation,	is	the	most	geographically	diversified,	as	well	as	the	largest	publicly-traded, United	States	water	and	wastewater	utility	company,	as	measured	by	both	operating	revenue	and	population	served.	As	a	holding	company,	we	conduct	substantially	all of	our	business	operations	through	our	subsidiaries.	Our	approximately	6,700	employees	provide	an	estimated	14	million	people	with	drinking	water,	wastewater	and other	water-related	services	in	over	30	states	and	two	Canadian	provinces.

In	2012,	our	on-going	operations	generated	$2,876.9	million	in	total	operating	revenue	and	$374.3	million	in	income	from	continuing	operations.	In	2011,	our on-going	operations	generated	$2,666.2	million	in	total	operating	revenue	and	$304.9	million	in	income	from	continuing	operations.

We	have	two	operating	segments	that	are	also	the	Company's	two	reportable	segments:	the	Regulated	Businesses	and	the	Market-Based	Operations.	For	further details	on	our	segments,	see	Note	20	of	the	Consolidated	Financial	Statements.

For	2012,	our	Regulated	Businesses	segment	generated	$2,564.4	million	in	operating	revenue,	which	accounted	for	89.1%	of	our	total	consolidated	operating revenue.	For	the	same	period,	our	Market-Based	Operations	segment	generated	$330.3	million	in	operating	revenue,	which	accounted	for	11.5%	of	total	consolidated operating	revenue.

During	2011,	we	either	sold	or	announced	the	sale	of	assets	or	stock	of	certain	of	our	regulated	and	market-	based	subsidiaries	as	outlined	in	"Our	Regulated Businesses"	and	"Our	Market-Based	Operation"	discussions	below.	As	such,	these	subsidiaries	have	been	presented	as	discontinued	operations	for	all	periods	presented, and	are	not	included	in	the	discussions	below	unless	otherwise	noted.	See	Note	3	to	Consolidated	Financial	Statements	for	further	details	on	our	discontinued	operations.

For	additional	financial	information,	please	see	the	financial	statements	and	related	notes	thereto	appearing	elsewhere	in	this	Form	10-K.

# Regulated	Businesses	Overview

Our	primary	business	involves	the	ownership	of	subsidiaries	that	provide	water	and	wastewater	utility	services	to	residential,	commercial,	industrial	and	other customers,	including	sale	for	resale	and	public	authority	customers.	Our	subsidiaries	that	provide	these	services	are	generally	subject	to	economic	regulation	by	certain state	commissions	or	other	entities	engaged	in	economic	regulation,	hereafter	referred	to	as	"PUCs,"	in	the	states	in	which	they	operate.	The	federal	government	and	the states	also	regulate	environmental,	health	and	safety,	and	water	quality	matters.	We	report	the	results	of	our	primary	business	in	the	Regulated	Businesses	segment.

As	noted	above,	for	2012,	operating	revenue	for	our	Regulated	Businesses	segment	was	$2,564.4	million,	accounting	for	89.1%	of	total	consolidated	operating revenue	for	the	same	period.	Regulated	Businesses	segment	operating	revenues	were	$2,368.9	million	for	2011	and	$2,285.7	million	for	2010,	accounting	for	88.8%	and 89.5%,	respectively,	of	total	operating	revenues	for	the	same	periods.

The	following	charts	set	forth	operating	revenue	for	2012	and	customers	as	of	December	31,	2012,	for	the	states	in	which	our	Regulated	Businesses	provide services:

# Market-Based	Operations	Overview

We	also	provide	services	that	are	not	subject	to	economic	regulation	by	state	PUCs	through	our	Market-Based	Operations.	Our	Market-Based	Operations	include three	lines	of	business:

•	 Contract	Operations	Group,	which	enters	into	contracts	to	operate	and	maintain	water	and	wastewater	facilities	mainly	for	the	United	States	military, municipalities,	and	the	food	and	beverage	industry;

•	 Homeowner	Services	Group,	which	provides	services	to	domestic	homeowners	and	smaller	commercial	establishments	to	protect	against	the	cost	of repairing	broken	or	leaking	water	pipes	and	clogged	or	blocked	sewer	pipes	inside	and	outside	their	accommodations;	and

•Terratec	Environmental	Ltd.,	which	we	refer	to	as	Terratec,	which	primarily	provides	biosolids	management,	transport	and	disposal	services	to	municipal and	industrial	customers.

For	2012,	operating	revenue	for	our	Market-Based	Operations	was	$330.3	million,	accounting	for	11.5%	of	total	operating	revenue	for	the	same	period.	The Market-Based	Operations'	operating	revenue	was	$327.8	million	for	2011	and	$294.7	million	for	2010,	accounting	for	12.3%	and	11.5%,	respectively,	of	total	operating revenues	for	the	same	periods.

# Our	Industry

# Overview

The	United	States	water	and	wastewater	industry	has	two	main	sectors	(i)	utility	ownership,	which	involves	supplying	water	and	wastewater	services	to consumers;	and	(ii)	general	services,	which	involves	providing	water	and	wastewater	related	services	to	water	and	wastewater	utilities	and	other	customers	on	a	contract basis.

The	utility	sector	includes	investor-owned	as	well	as	municipal	systems	that	are	owned	and	operated	by	local	governments	or	governmental	subdivisions.	The Environmental	Protection	Agency	("EPA")	estimates	that	government-owned	systems	make	up	the	vast	majority	of	the	United	States	water	and	wastewater	utility segment,	accounting	for	approximately	84%	of	all	United	States	community	water	systems	and	approximately	98%	of	all	United	States	community	wastewater	systems. Investor-owned	water	and	wastewater	systems	account	for	the	remainder	of	the	United	States	water	and	wastewater	community	water	systems.	Growth	of	service providers	in	the	investor-owned	regulated	utility	sector	is	achieved	through	organic	growth	within	a	franchise	area,	the	provision	of	bulk	water	service	to	other community	water	systems	and/or	acquisitions,	including	small	water	and	wastewater	systems,	typically	serving	fewer	than	10,000	customers	that	are	in	close	geographic proximity	to	already	established	regulated	operations,	which	we	herein	refer	to	as	"tuck-ins."

The	utility	sector	is	characterized	by	high	barriers	to	entry,	given	the	capital	intensive	nature	of	the	industry.	The	aging	water	and	wastewater	infrastructure	in	the United	States	is	in	constant	need	of	modernization	and	replacement.	Increased	regulations	to	improve	water	quality	and	the	management	of	water	and	wastewater residuals'	discharges,	which	began	with	passage	of	the	Clean	Water	Act	in	1972	and	the	Safe	Drinking	Water	Act	in	1974,	have	been	among	the	primary	drivers	of	the need	for	modernization.	The	EPA	estimated	that	approximately	$335	billion	of	capital	spending	would	be	necessary	between	2007	and	2026	to	replace	aging infrastructure	and	to	comply	with	standards	to	ensure	quality	water	systems	across	the	United	States.	Also,	in	2007	the	EPA	estimated	that	approximately	$390	billion	of capital	spending	would	be	necessary	over	the	next	20	years	to	replace	aging	infrastructure	and	ensure	quality	wastewater	systems	across	the	United	States.	In	addition, the	2011	American	Society	of	Civil	Engineers'	report,	Failure	to	Act:	The	Economic	Impact	of	Current	Investment	Trends	in	Water	and	Wastewater	Treatment Infrastructure	estimates	that	as	investment	needs	continue	to	escalate	and	current	funding	trends	continue	to	fall	short	of	the	needs,	it	will	likely	result	in	unreliable	water service	and	wastewater	treatment.	According	to	the	report,	this	can	result	in	water	disruptions,	impediments	to	emergency	response,	and	damage	to	other	types	of infrastructure	such	as	roads	and	bridges,	as	well	as	water	shortages	(from	failing	infrastructure	and	drought)	that	may	result	in	unsanitary	conditions	and	increase	the likelihood	of	public	health	issues.

The	following	chart	sets	forth	estimated	capital	expenditure	needs	from	2007	through	2026	for	United	States	water	systems:

Over	the	next	several	years,	we	estimate	that	Company-funded	capital	investment	for	our	operations	will	range	between	$800	million	and	$1	billion	per	year.	Our capital	investment	includes	both	infrastructure	renewal	programs,	where	we	replace	existing	infrastructure,	as	needed,	and	construction	of	facilities	to	meet environmental	requirements	and	new	customer	growth.	The	charts	below	set	forth	our	estimated	percentage	of	projected	capital	expenditures	by	asset	type	and	purpose of	investment,	respectively:

Investor-owned	water	and	wastewater	utilities	generally	require	regulatory	approval	processes	in	order	to	do	business,	which	may	involve	obtaining	relevant operating	approvals,	including	certificates	of	public	convenience	and	necessity	(or	similar	authorizations)	from	state	PUCs.	Investor-owned	water	and	wastewater systems	are	generally	subject	to	economic	regulation	by	the	state	PUCs	in	the	states	in	which	they	operate.	The	federal	government	and	the	states	also	regulate environmental,	health	and	safety	and	water	quality	matters	for	both	investor-owned	and	government-owned	water	and	wastewater	utilities.

The	general	services	sector	includes	engineering	and	consulting	companies	and	numerous	other	fee-for-service	businesses.	These	include	building	and	operating water	and	wastewater	utility	systems,	system	repair	services,	lab	services,	sale	of	water	infrastructure	and	distribution	products	(such	as	pipes)	and	other	specialized services.	The	general	services	segment	is	characterized	by	aggressive	competition	and	market-driven	growth	and	profit	margins.

According	to	the	EPA,	the	utility	segment	of	the	United	States	water	and	wastewater	industry	is	highly	fragmented,	with	approximately	54,000	community	water systems	and	approximately	15,000	community	wastewater	facilities.	Over	half	of	the	approximately	54,000	community	water	systems	are	very	small,	serving	a population	of	500	or	less.

This	large	number	of	relatively	small,	fragmented	water	systems	as	well	as	fragmented	wastewater	facilities	may	result	in	inefficiencies	in	the	marketplace,	since such	utilities	may	not	have	the	operating	expertise,	financial	and	technological	capability	or	economies	of	scale	to	provide	services	or	raise	capital	as	efficiently	as	larger utilities.	Larger	utilities	that	have	greater	access	to	capital	are	generally	more	capable	of	making	mandated	and	other	necessary	infrastructure	upgrades	to	both	water	and wastewater	systems.	In	addition,	water	and	wastewater	utilities	with	large	customer	bases,	spread	across	broad	geographic	regions,	may	more	easily	absorb	the	impact	of significant	variations	in	precipitation	and	temperatures,	such	as	droughts,	excessive	rain	and	cool	temperatures	in	specific	areas.	Larger	utilities	generally	are	able	to spread	support	services	over	a	larger	customer	base,	thereby	reducing	the	costs	to	serve	each	customer.	Since	many	administrative	and	support	activities	can	be efficiently	centralized	to	gain	economies	of	scale,	companies	that	participate	in	industry	consolidation	have	the	potential	to	improve	operating	efficiencies,	lower	costs per	unit	and	improve	service	at	the	same	time.

# Water	and	Wastewater	Rates

Investor-owned	water	and	wastewater	utilities	generate	operating	revenue	from	customers	based	on	rates	that	are	generally	established	by	state	PUCs	through	a rate-setting	process	that	may	include	public	hearings,	evidentiary	hearings	and	the	submission	by	the	utility	of	evidence	and	testimony	in	support	of	the	requested	level of	rates.	In	evaluating	a	rate	case,	state	PUCs	typically	focus	on	six	areas:	(i)	the	amount	and	prudence	of	investment	in	facilities	considered	"used	and	useful"	in providing	public	service;	(ii)	the	operating	and	maintenance	costs	and	taxes	associated	with	providing	the	service	(typically	by	making	reference	to	a	representative	12- month	period	of	time,	known	as	a	test	year);	(iii)	the	appropriate	rate	of	return;	(iv)	revenue	produced	by	existing	rates;	(v)	the	tariff	or	rate	design	that	allocates operating	revenue	requirements	across	the	customer	base;	and	(vi)	the	quality	of	service	the	utility	provides,	including	issues	raised	by	customers.

Water	and	wastewater	rates	in	the	United	States	are	among	the	lowest	for	developed	countries;	and	for	most	U.S.	consumers,	water	and	wastewater	bills	make	up a	relatively	small	percentage	of	household	expenditures	compared	to	other	utility	services.	The	following	chart	sets	forth	the	relative	cost	of	water	and	other	public services,	including	trash	and	garbage	collection	and	sewer	maintenance,	in	the	United	States	as	a	percentage	of	total	household	utility	expenditures:

# Our	Regulated	Businesses

Our	Regulated	Businesses,	which	consist	of	locally	managed	utility	subsidiaries	that	generally	are	economically	regulated	by	the	states	in	which	they	operate, accounted	for	$2,564.4	million	or	89.1%	of	our	consolidated	operating	revenue	in	2012.	Our	Regulated	Businesses	provide	a	high	degree	of	financial	stability	because (i)	high	barriers	to	entry	provide	certain	protections	from	competitive	pressures;	(ii)	economic	regulation	promotes	predictability	in	financial	planning	and	long-term performance	through	the	rate-setting	process;	and	(iii)	our	large	customer	base.

During	2012,	we	continued	to	execute	our	plan	for	optimizing	our	Regulated	Businesses'	portfolio.	In	January	2012,	we	completed	the	sale	of	all	of	our	stock	in our	water	and	wastewater	operating	companies	located	in	Arizona	and	New	Mexico.	On	May	1,	2012,	we	completed	the	sale	of	our	eight	regulated	water	systems	and one	wastewater	system	in	Ohio.	Ohio	American	Water	served	approximately	58,000	customers.	Also,	on	May	1,	2012,	we	completed	the	purchase	of	seven	regulated water	systems	in	New	York.	This	acquisition	added	approximately	50,000	customers	to	our	New	York	regulated	operations.

In	May	2011,	we	completed	the	acquisition	of	11	regulated	water	systems	and	48	wastewater	systems	in	Missouri	and	in	June	2011,	we	completed	the	sale	of	the assets	of	our	Texas	regulated	subsidiary.	The	Missouri	acquisition	added	approximately	1,700	water	customers	and	nearly	2,000	wastewater	customers.	The	Texas	assets served	approximately	4,200	water	and	1,100	wastewater	customers	in	the	greater	Houston	metropolitan	area.

As	noted	above,	as	a	result	of	these	sales,	these	regulated	subsidiaries	are	presented	as	discontinued	operations	for	all	periods	presented.	Therefore,	the	amounts, statistics	and	tables	presented	in	this	section	refer	only	to	on-going	operations,	unless	otherwise	noted.

The	following	table	sets	forth	our	Regulated	Businesses	operating	revenue	for	2012	and	number	of	customers	from	continuing	operations	as	well	as	an	estimate of	population	served	as	of	December	31,	2012:

|  | Operating<br>Revenues<br>(in	millions) | %	of	Total | Number	of<br>Customers | %	of	Total | Population<br>Served<br>(in	millions) | %	of	Total |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| New\tJersey | $639.0 | 24.9% | 639,838 | 20.3% | 2.5 | 21.9% |
| Pennsylvania | 557.7 | 21.7% | 658,153 | 20.8% | 2.2 | 19.3% |
| Missouri | 279.5 | 10.9% | 455,730 | 14.4% | 1.5 | 13.2% |
| Illinois(a) | 256.4 | 10.0% | 308,014 | 9.8% | 1.2 | 10.5% |
| Indiana | 198.7 | 7.8% | 289,068 | 9.2% | 1.2 | 10.5% |
| California | 193.3 | 7.5% | 174,188 | 5.5% | 0.6 | 5.3% |
| West\tVirginia(b) | 125.0 | 4.9% | 172,159 | 5.4% | 0.6 | 5.3% |
| Subtotal\t(Top\tSeven\tStates) | 2,249.6 | 87.7% | \t2,697,150 | 85.4% | 9.8 | 86.0% |
| Other(c) | 314.8 | 12.3% | 461,076 | 14.6% | 1.6 | 14.0% |
| Total\tRegulated\tBusinesses | $2,564.4 | 100.0% | \t3,158,226 | 100.0% | 11.4 | 100.0% |

(a) Includes	Illinois-American	Water	Company,	which	we	refer	to	as	ILAWC	and	American	Lake	Water	Company,	also	a	regulated	subsidiary	in	Illinois.

(b) West	Virginia-American	Water	Company,	which	we	refer	to	as	WVAWC,	and	its	subsidiary	Bluefield	Valley	Water	Works	Company.

(c) Includes	data	from	our	operating	subsidiaries	in	the	following	states:	Georgia,	Hawaii,	Iowa,	Kentucky,	Maryland,	Michigan,	New	York,	Tennessee,	and Virginia.

Approximately	87.7%	of	operating	revenue	from	our	Regulated	Businesses	in	2012	was	generated	from	approximately	2.7	million	customers	in	our	seven	largest states,	as	measured	by	operating	revenues.	In	fiscal	year	2012,	no	single	customer	accounted	for	more	than	10%	of	our	annual	operating	revenue.

# Overview	of	Networks,	Facilities	and	Water	Supply

Our	Regulated	Businesses	operate	in	approximately	1,500	communities	in	16	states	in	the	United	States.	Our	primary	operating	assets	include	approximately	80 surface	water	treatment	plants,	500	groundwater	treatment	plants,	1,000	groundwater	wells,	100	wastewater	treatment	facilities,	1,200	treated	water	storage	facilities, 1,300	pumping	stations,	90	dams	and	46,000	miles	of	mains	and	collection	pipes.	Our	regulated	utilities	own	substantially	all	of	the	assets	used	by	our	Regulated Businesses.	We	generally	own	the	land	and	physical	assets	used	to	store,	extract	and	treat	source	water.	Typically,	we	do	not	own	the	water	itself,	which	is	held	in	public trust	and	is	allocated	to	us	through	contracts	and	allocation	rights	granted	by	federal	and	state	agencies	or	through	the	ownership	of	water	rights	pursuant	to	local	law. Maintaining	the	reliability	of	our	networks	is	a	key	activity	of	our	Regulated	Businesses.	We	have	ongoing	infrastructure	renewal	programs	in	all	states	in	which	our Regulated	Businesses	operate.	These	programs	consist	of	both	rehabilitation	of	existing	mains	and	replacement	of	mains	that	have	reached	the	end	of	their	useful	service lives.

Our	ability	to	meet	the	existing	and	future	water	demands	of	our	customers	depends	on	an	adequate	supply	of	water.	Drought,	governmental	restrictions,	overuse of	sources	of	water,	the	protection	of	threatened	species	or	habitats	or	other	factors	may	limit	the	availability	of	ground	and	surface	water.	We	employ	a	variety	of measures	to	ensure	that	we	have	adequate	sources	of	water	supply,	both	in	the	short-term	and	over	the	long-term.	The	geographic	diversity	of	our	service	areas	tends	to mitigate	some	of	the	economic	effect	of	weather	extremes	we

might	encounter	in	any	particular	service	territory.	In	any	given	summer,	some	areas	are	likely	to	experience	drier	than	average	weather	while	other	areas	we	serve	will experience	wetter	than	average	weather.

Our	Regulated	Businesses	are	dependent	upon	a	defined	source	of	water	supply.	Our	Regulated	Businesses	obtain	their	water	supply	from	surface	water	sources such	as	reservoirs,	lakes,	rivers	and	streams.	In	addition,	we	also	obtain	water	from	ground	water	sources,	such	as	wells,	and	purchase	water	from	other	water	suppliers.

The	following	chart	sets	forth	the	sources	of	water	supply	for	our	Regulated	Businesses	for	2012	by	volume:

In	our	long-term	planning,	we	evaluate	quality,	quantity,	growth	needs	and	alternate	sources	of	water	supply	as	well	as	transmission	and	distribution	capacity. Sources	of	supply	are	seasonal	in	nature	and	weather	conditions	can	have	a	pronounced	effect	on	supply.	In	order	to	ensure	that	we	have	adequate	sources	of	water supply,	we	use	comprehensive	planning	processes	and	maintain	contingency	plans	to	minimize	the	potential	impact	on	service	through	a	wide	range	of	weather fluctuations.	In	connection	with	supply	planning	for	most	surface	or	groundwater	sources,	we	employ	sophisticated	models	to	determine	safe	yields	under	different rainfall	and	drought	conditions.	Surface	and	groundwater	levels	are	routinely	monitored	so	that	supply	capacity	deficits	may,	to	the	extent	possible,	be	predicted	and mitigated	through	demand	management	and	additional	supply	development.

The	percentage	of	finished	water	supply	by	source	type	for	our	top	seven	states	by	Regulated	Businesses	revenues	for	2012	is	as	follows:

|  | Ground	Water | Surface	water | Purchased	water |
| :--- | :--- | :--- | :--- |
| New\tJersey | 21% | 73% | 6% |
| Pennsylvania | 7% | 92% | 1% |
| Missouri(a) | 13% | 86% | 1% |
| Illinois | 35% | 54% | 11% |
| Indiana | 56% | 43% | 1% |
| California(b) | 67% | — | 33% |
| West\tVirginia | — | 100% | — |

(a) There	are	limitations	in	our	Joplin	service	area	where	the	projected	source	of	water	supply	capacity	is	unable	to	meet	projected	peak	demands	under	certain drought	conditions.	To	manage	this	issue	on	the	demand	side,	the	water	use	of	a	large	industrial	customer	can	be	restricted	under	an	interruptible	tariff.	Additional wells	have	been	and	will	be	developed	to	address	short-term	supply	deficiencies.	Missouri-American	Water	Company	is	working	with	a	consortium	of	agencies to	determine	a	long-term	supply	solution	for	the	Joplin,	Missouri	region.

(b) In	Monterey,	in	order	to	augment	our	sources	of	water	supply,	we	have	implemented	conservation	rates	and	other	programs	to	address	demand	and	are	utilizing aquifer	storage	and	recovery	facilities	to	store	winter	water	for	summer	use.	Additionally,	in	other	areas,	we	are	making	arrangements	to	extend	or	expand	our purchase	of	water	from	neighboring	water	providers.

The	level	of	treatment	we	apply	to	the	water	varies	significantly	depending	upon	the	quality	of	the	water	source	and	customer	stipulations.	Surface	water	sources, such	as	rivers,	typically	require	significant	treatment,	while	some	groundwater	sources,	such	as	aquifers,	require	chemical	treatment	only.	In	addition,	a	small	amount	of treated	water	is	purchased	from	neighboring	water	purveyors.	Treated	water	is	transported	through	our	transmission	and	distribution	network,	which	includes underground	pipes,	above	ground	storage	facilities	and	numerous	pumping	facilities	with	the	ultimate	distribution	of	the	treated	water	to	the	customers'	premises.

We	also	have	installed	production	meters	to	measure	the	water	that	we	deliver	to	our	distribution	network.	We	employ	a	variety	of	methods	of	customer	meter reading	to	monitor	consumption;	ranging	from	meters	with	mechanical	registers	where	consumption	is	manually	recorded	by	meter	readers	to	meters	with	electronic registers	capable	of	transmitting	consumption	data	to	proximity	devices	(touch	read)	or	via	radio	frequency	to	mobile	or	fixed	network	data	collectors.	The	majority	of new	meters	are	able	to	support	future	advances	in	electronic	meter	reading.

Wastewater	services	involve	the	collection	of	wastewater	from	customers'	premises	through	sewer	lines.	The	wastewater	is	then	transported	through	a	sewer network	to	a	treatment	facility,	where	it	is	treated	to	meet	required	effluent	standards.	The	treated	wastewater	is	finally	returned	to	the	environment	as	effluent,	and	the solid	waste	byproduct	of	the	treatment	process	is	disposed	of	in	accordance	with	applicable	standards	and	regulations.

# Customers

We	have	a	large	and	geographically	diverse	customer	base	in	our	Regulated	Businesses.	For	the	purposes	of	our	Regulated	Businesses,	an	active	customer	is defined	as	a	connection	to	our	water	and/or	wastewater	networks.	A	customer	with	both	water	and	wastewater	would	count	as	two	customers.	Also,	as	in	the	case	of apartment	complexes,	businesses	and	many	homes,	multiple	individuals	may	be	served	by	a	single	connection.

Residential	customers	make	up	the	majority	of	our	customer	base	in	all	of	the	states	in	which	we	operate.	In	2012,	residential	customers	accounted	for	91.2%	of the	customers	and	59.6%	of	the	operating	revenue	of	our	Regulated	Businesses.	We	also	serve	commercial	customers,	such	as	shops	and	businesses;	industrial customers,	such	as	large-scale	manufacturing	and	production	operations;	and	public	authorities,	such	as	government	buildings	and	other	public	sector	facilities, including	schools.	We	also	supply	water	to	public	fire	hydrants	for	firefighting	purposes,	to	private	fire	customers	for	use	in	fire	suppression	systems	in	office	buildings and	other	facilities	as	well	as	providing	bulk	water	supplies	to	other	water	utilities	for	distribution	to	their	own	customers.

The	following	table	sets	forth	the	number	of	water	and	wastewater	customers	(by	customer	class)	for	our	Regulated	Businesses	as	of	December	31,	2012,	2011, and	2010:

|  | 2012 |  | 2011 |  | 2010 |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | Water | Wastewater | Water | Wastewater | Water | Wastewater |
| Residential | \t 2,783,354 | 95,576 | 2,730,524 | 95,092 | 2,728,205 | 93,156 |
| Commercial | 218,988 | 5,477 | 216,415 | 5,462 | 216,967 | 5,355 |
| Industrial | 3,894 | 12 | 3,885 | 13 | 4,033 | 13 |
| Private\tfire | 34,858 | 10 | 33,887 | 10 | 33,610 | 11 |
| Public\tauthority\t&amp;\tother | 15,844 | 213 | 15,818 | 199 | 15,436 | 197 |
| Total | \t 3,056,938 | 101,288 | 3,000,529 | 100,776 | 2,998,251 | 98,732 |

The	following	table	sets	forth	water	services	operating	revenue	by	customer	class	and	wastewater	services	operating	revenue,	excluding	other	revenues,	for	our Regulated	Businesses	for	2012,	2011,	and	2010:

|  |  | Year	Ended	December	31, |  |
| :--- | :--- | :--- | :--- |
|  | 2012 | 2011 | 2010 |
|  |  | (in\tmillions) |  |
| Water\tservice |  |  |  |
| Residential | $1,468.6 | $1,339.4 | $1,300.2 |
| Commercial | 518.3 | 474.2 | 457.0 |
| Industrial | 128.4 | 116.0 | 110.2 |
| Public\tand\tother | 328.4 | 323.0 | 314.1 |
| Total\twater\tservices | $2,443.7 | $2,252.6 | $2,181.5 |
| Wastewater\tservices | 78.2 | 76.3 | 69.0 |
| Total | $2,521.9 | $2,328.9 | $2,250.5 |

The	vast	majority	of	our	regulated	water	customers	are	metered,	which	allows	us	to	measure	and	bill	for	our	customers'	water	consumption,	typically	on	a monthly	basis.	Our	wastewater	customers	are	billed	either	on	a	fixed	charge	basis	or	based	on	their	water	consumption.

Customer	usage	of	water	is	affected	by	weather	conditions,	particularly	during	the	summer.	Our	water	systems	generally	experience	higher	demand	in	the	summer due	to	the	warmer	temperatures	and	increased	usage	by	customers	for	lawn	irrigation	and	other	outdoor	uses.	Summer	weather	that	is	cooler	and	wetter	than	average generally	serves	to	suppress	customer	water	demand	and	can	reduce	water	operating	revenue	and	operating	income.	Summer	weather	that	is	hotter	and	drier	than	average generally	increases	operating	revenues	and	operating	income.	However,	when	weather	conditions	are	extremely	dry	and	even	if	our	water	supplies	are	sufficient	to	serve our	customers,	our	systems	may	be	affected	by	drought-related	warnings	and/or	water	usage	restrictions	imposed	by	governmental	agencies,	thereby	reducing	customer demand	and	operating	revenue.	These	restrictions	may	be	imposed	at	a	regional	or	state	level	and	may	affect	our	service	areas,	regardless	of	our	readiness	to	meet unrestricted	customer	demands.	Other	factors	affecting	our	customers'	usage	of	water	include	conservation	initiatives,	such	as	the	use	of	more	efficient	household fixtures	and	appliances	among	residential	consumers;	declining	household	sizes	in	the	United	States;	and	deterioration	in	the	economy	and	credit	markets	which	could have	an	adverse	impact	on	our	industrial	and	commercial	customers'	operational	and	financial	performance.

Customer	growth	in	our	Regulated	Businesses	is	driven	by	(i)	organic	population	growth	in	our	authorized	service	areas;	(ii)	adding	new	customers	to	our regulated	customer	base	by	acquiring	water	and/or	wastewater	utility	systems;	and	(iii)	the	sale	of	water	to	other	community	water	systems.	Generally,	we	add	customers through	tuck-ins	of	small	water	and/or	wastewater	systems,	typically	serving	fewer	than	10,000	customers,	in	close	geographic	proximity	to	areas	where	we	operate	our Regulated	Businesses.	We	will	continue	to	acquire	water	and	wastewater	utilities	through	tuck-ins.	The	proximity	of	tuck-in	opportunities	to	our	regulated	footprint allows	us	to	integrate	and	manage	the	acquired	systems	and	operations	using	our	existing	management	and	to	achieve	efficiencies.	Historically,	pursuing	tuck-ins	has been	a	fundamental	part	of	our	growth	strategy.	We	intend	to	continue	to	expand	our	regulated	footprint	geographically	by	acquiring	water	and	wastewater	systems	in our	existing	markets	and,	if	appropriate,	certain	markets	in	the	United	States	where	we	do	not	operate	our	Regulated	Businesses.	We	will	also	selectively	seek	larger acquisitions	that	allow	us	to	acquire	multiple	water	and	wastewater	utility	systems	in	our	existing	and	new	markets.	Before	entering	new	regulated	markets,	we	will evaluate	the	regulatory	environment	to	ensure	that	we	will	have	the	opportunity	to	achieve	an	appropriate	rate	of	return	on	our	investment	while	maintaining	our	high standards	for	quality,	reliability	and	compliance	with	environmental,	health	and	safety	and	water	quality	standards.

# Supplies

Our	water	and	wastewater	operations	require	an	uninterrupted	supply	of	chemicals,	energy	and	fuel,	as	well	as	maintenance	material	and	other	critical	inputs. Many	of	these	inputs	are	subject	to	short-term	price	volatility.

Short-term	price	volatility	is	partially	mitigated	through	existing	procurement	contracts,	current	supplier	continuity	plans,	and	the	regulatory	rate	setting	process.

Because	of	our	geographic	diversity,	we	maintain	relationships	with	many	chemical,	equipment	and	service	suppliers	in	the	marketplace,	and	we	do	not	rely	on any	single	entity	for	a	material	amount	of	our	supplies.	We	also	employ	a	strategic	sourcing	process	intended	to	ensure	reliability	in	supply	and	long-term	cost effectiveness.	As	a	result	of	this	process	and	our	strong	relationships	with	suppliers,	we	are	able	to	mitigate	interruptions	in	the	delivery	of	the	products	and	services	that are	critical	to	our	operations.

We	typically	have	a	combination	of	standby	power	generation	or	dual	electric	service	feeds	at	key	facilities,	multiple	water	production	facilities,	emergency interconnections	with	adjacent	water	systems	and	finished	water	storage	that	keep	our	operations	running	in	the	event	of	a	temporary	loss	of	our	primary	energy supplies.

# Regulation

# Economic	Regulation

Our	Regulated	Businesses	are	generally	subject	to	extensive	economic	regulation	by	their	respective	PUCs.	The	term	"economic	regulation"	is	intended	to indicate	that	these	state	PUCs	regulate	the	economic	aspects	of	service	to	the	public	but	do	not	generally	establish	water	quality	standards,	which	are	typically	set	by	the EPA	and/or	state	environmental	authorities.	State	PUCs	have	broad	authority	to	regulate	many	of	the	economic	and	service	aspects	of	the	utilities.	For	example,	state PUCs	often	issue	certificates	of	public	convenience	and	necessity	(or	similar	authorizations)	that	may	be	required	for	a	company	to	provide	service	in	specific	areas. They	also	approve	the	rates	and	conditions	under	which	service	is	provided	and	have	extensive	authority	to	establish	rules	and	regulations	under	which	the	utilities operate.	Specific	authority	might	differ	from	state	to	state,	but	in	most	states	PUCs	approve	rates,	accounting	treatments,	long-term	financing	programs,	significant capital	expenditures	and	plant	additions,	transactions	and	relationships	between	the	regulated	subsidiary	and	affiliated	entities,	reorganizations,	mergers	and acquisitions.	In	many	instances,	approvals	are	required	prior	to	the	transaction.	Regulatory	policies	not	only	vary	from	state	to	state,	but	can	change	over	time	as	well. These	policies	will	affect	the	timing	as	well	as	the	extent	of	recovery	of	expenses	and	the	realized	return	on	invested	capital.	Our	results	of	operations	are	significantly affected	by	rates	authorized	by	the	PUCs	in	the	states	in	which	we	operate,	and	we	are	subject	to	risks	and	uncertainties	associated	with	rate	case	delays	or	inadequate rate	recovery.

Economic	regulation	of	utilities	involves	many	competing,	and	occasionally	conflicting,	public	interests	and	policy	goals.	The	primary	responsibility	of	PUCs	is to	promote	the	overall	public	interest	by	balancing	the	interests	of	customers	and	the	utility.	Although	the	specific	approach	to	economic	regulation	varies,	certain general	principles	are	consistent	across	the	states	in	which	our	regulated	subsidiaries	operate.	For	example,	based	on	certain	legal	and	regulatory	principles,	utilities	are entitled	to	recover,	through	rates	charged	to	customers,	prudent	and	reasonable	operating	costs	as	well	as	an	opportunity	to	earn	an	appropriate	return	on	and	recovery	of prudent,	used	and	useful	capital	investment	necessary	to	provide	service	to	customers.	PUCs	will	also	generally	accord	a	utility	the	right	to	serve	specific	areas	and	will also	provide	investor-owned	utilities	with	limited	protection	from	competition	because	the	requirement	of	an	investor-owned	utility	to	operate	pursuant	to	a	certificate	of public	convenience	and	necessity	(or	similar	authorizations)	typically	prevents	other	investor-owned	utilities	from	competing	with	it	in	the	authorized	area.	In	return,	the utility	undertakes	the	obligation	to	provide	reliable	service	without	unreasonable	discrimination	to	all	customers	within	the	authorized	area.

Our	operating	revenue	is	typically	determined	by	reference	to	a	volumetric	charge	based	on	consumption	and	a	base	fee	component	set	by	a	tariff	approved	by	the PUC.	The	process	to	obtain	approval	for	a	change	in	rates	generally	involves	filing	a	petition	or	"rate	case"	by	the	utility	with	the	PUC	on	a	periodic	basis	as	determined by	the	need	to	recover	capital	expenditures,	reduced	consumption,	increased	operating	costs	or	the	utility	determines	that	its	current	authorized	return	is	not	sufficient, given	current	market	conditions,	to	provide	a	reasonable	return	on	investment.	A	PUC	may	also	initiate	a	rate	proceeding	or	investigation	if	it	believes	a	utility

may	be	earning	in	excess	of	its	authorized	rate	of	return	or	other	issues	exist,	which	justify	a	review,	PUCs	may	also	impose	other	conditions	on	the	content	and	timing of	filings	designed	to	affect	rates.	Rate	cases	often	involve	a	lengthy	administrative	process	that	can	be	costly.	The	utility,	the	state	PUC	staff,	consumer	advocates,	and other	customers	and	interveners,	who	may	participate	in	the	process,	generally	submit	testimony	and	supporting	financial	data	from	a	twelve	month	period	of	time, known	as	the	"test	year."	State	statutes	and	PUC	rules	and	precedent	usually	determine	whether	the	test	year	should	be	based	on	a	historical	period,	a	historical	period adjusted	for	certain	"known	and	measurable"	changes	or	forecasted	data.	The	majority	of	our	states	require	the	test	year	to	be	based	on	a	historical	period	adjusted	for certain	known	and	measurable	changes.	The	evidence	is	presented	in	public	hearings	held	in	connection	with	the	rate	case,	which	are	economic	and	service	quality	fact- finding	in	nature,	and	are	typically	conducted	in	a	trial-like	setting	before	the	PUC	or	an	administrative	law	judge.	During	the	process,	the	utility	is	required	to	provide PUC	staff	and	interveners	with	all	relevant	information	they	may	request	concerning	the	utility's	operations,	costs	and	investments.	The	decision	of	the	PUC	should	be based	on	the	evidence	presented	at	the	hearing.

Some	state	PUCs	are	more	restrictive	than	others	with	regard	to	the	types	of	expenses	and	investments	that	may	be	recovered	in	rates	as	well	as	with	regard	to	the transparency	of	their	rate-making	processes	and	how	they	reach	their	final	rate	determinations.	However,	in	evaluating	a	rate	case,	state	PUCs	typically	focus	on	a number	of	areas,	including,	the	amount	and	prudence	of	investment	in	facilities;	operating	and	maintenance	expenses	and	taxes;	the	appropriate	cost	of	capital	and	equity return;	revenues	or	consumption	at	current	and	expected	levels;	allocation	of	the	revenue	requirements	among	customer	classes;	service	quality	and	issues	raised	by customers.

Failure	of	the	PUCs	to	recognize	reasonable	and	prudent	operating	and	capital	costs	can	result	in	the	inability	of	the	utility	to	earn	the	allowed	return	and	can	have a	significant	impact	on	the	operations	and	earnings	of	our	Regulated	Businesses.	Rate	cases	and	other	rate-related	proceedings	can	take	several	months	to	over	a	year	to complete.	Therefore,	there	is	frequently	a	delay,	or	regulatory	lag,	between	the	time	one	of	our	regulated	subsidiaries	makes	a	capital	investment	or	incurs	an	operating cost	increase	and	when	those	costs	are	reflected	in	rates.	For	instance,	an	unexpected	increase	in	chemical	costs	or	new	capital	investment	that	is	not	reflected	in	the	most recently	completed	rate	case	will	generally	not	begin	to	be	recovered	by	the	regulated	subsidiary	until	the	effective	date	of	the	subsequent	rate	case.	Our	rate	case management	program	is	guided	by	the	goals	of	obtaining	efficient	recovery	of	costs	of	capital	recognition	of	declining	consumption	and	appropriate	recovery	of	utility operating	and	maintenance	costs,	including	costs	incurred	for	compliance	with	environmental	regulations.	The	management	team	at	each	of	our	regulated	subsidiaries anticipates	the	time	required	for	the	regulatory	process	and	files	rate	cases	with	the	goal	of	obtaining	rates	that	reflect	as	closely	as	possible	the	cost	of	providing	service at	the	time	the	rates	become	effective.	Even	if	rates	are	sufficient,	we	face	the	risk	that	we	will	not	achieve	the	rates	of	return	on	and	of	invested	capital	that	are	permitted by	the	PUC.

Our	regulated	subsidiaries	work	with	legislatures	and	PUCs	to	mitigate	the	adverse	impact	of	regulatory	lag	through	the	adoption	of	positive	regulatory	policies. These	policies	include,	for	example,	infrastructure	replacement	surcharges	that	allow	rates	to	change	outside	the	context	of	a	general	rate	proceeding	to	reflect,	on	a more	timely	basis,	investments	to	replace	aging	infrastructure	necessary	to	sustain	high	quality,	reliable	service.	Currently,	Pennsylvania,	Illinois,	Missouri,	Indiana,	New York,	and	more	recently	New	Jersey	allow	the	use	of	infrastructure	surcharges.	In	2012,	the	general	assembly	in	Pennsylvania	passed	legislation	which	expanded	the	use of	infrastructure	replacement	programs	to	wastewater	systems.	In	the	second	quarter	of	2012,	the	New	Jersey	Board	of	Public	Utilities	adopted	rules	that	allow	the implementation	of	a	distribution	system	improvement	charge	for	specified	water	infrastructure	investments.	On	July	20,	2012,	our	New	Jersey	subsidiary	submitted	a foundational	filing	for	this	charge.	Our	filing	was	approved	on	October	23,	2012.

Forward-looking	test	year	mechanisms	allow	us	to	earn,	on	a	more	current	basis,	our	current	or	projected	usage	and	costs	and	a	rate	of	return	on	our	current	or projected	invested	capital.	Some	states	have	permitted	use	of	a	fully	forecasted	test	year	instead	of	historical	data	to	set	rates.	Examples	of	these	states	include:	Illinois, Kentucky,	New	York,	Tennessee,	California	and	Pennsylvania.	In	all	states	in	which	we	operate	on	a	regulated	basis,	PUCs	have	allowed	utilities	to	update	historical data	for	certain	"known	and	measurable"	changes	that

occur	for	some	limited	period	of	time	subsequent	to	the	historical	test	year.	This	allows	utilities	to	take	into	account	more	current	costs	or	capital	investments	in	the	rate- setting	process.	The	extent	to	which	historical	data	can	be	updated	will	generally	vary	from	state	to	state.

Surcharge	mechanisms	are	also	available	in	a	number	of	states	to	reflect,	outside	of	a	general	rate	proceeding,	changes	in	major	operating	expenses	which	may	be beyond	the	utility's	control.	For	example,	New	Jersey,	California,	Virginia	and	Illinois	have	allowed	surcharges	for	purchased	water	costs.	California	has	allowed surcharges	for	power	and	certain	other	costs,	and	New	York	has	allowed	annual	reconciliations	for	revenues	and	expenses	such	as	power,	fuel,	chemicals	and	property taxes.

Certain	states	have	approved	consolidated	rates	or	single-tariff	pricing	policies.	Consolidated	rates	or	single-tariff	pricing	is	the	use	of	a	unified	rate	structure	for multiple	water	systems	that	are	owned	and	operated	by	a	single	utility,	but	may	or	may	not	be	contiguous	or	physically	interconnected.	The	single-tariff	pricing	structure may	be	used	fully	or	partially	in	a	state,	based	on	costs	that	are	determined	on	a	state-wide	or	intra-state	regional	basis,	thereby	moderating	the	impact	of	periodic fluctuations	in	local	costs	while	lowering	administrative	costs	for	us	and	our	customers.	For	states	that	do	not	employ	singe-tariffs,	we	may	have	multiple	general	rate cases	filed	at	any	given	point	in	time.	Example	of	states	that	have	adopted	a	full	or	partial	single-tariff	pricing	policy	include:	Pennsylvania,	New	Jersey,	Missouri,	West Virginia,	Kentucky,	Indiana,	Illinois	and	Iowa.	Therefore,	of	our	seven	largest	states,	six	have	some	form	of	single-tariff	pricing.

Another	mechanism	to	address	issues	of	regulatory	lag	is	the	potential	ability,	in	certain	circumstances,	to	recover	in	rates	a	return	on	utility	plant	before	it	is	in service,	instead	of	capitalizing	an	allowance	for	funds	used	during	construction.	Examples	of	states	that	have	allowed	such	recovery	include	Pennsylvania,	Kentucky, Virginia,	Illinois	and	California.	In	addition,	some	states,	such	as	Indiana,	allow	the	utility	to	seek	pre-approval	of	certain	capital	projects	and	associated	costs.	In	this pre-approval	process,	the	PUC	assesses	the	prudency	of	such	projects.

In	some	states,	the	PUC	has	implemented	mechanisms	to	enhance	utility	revenue	stability	in	light	of	conservation	initiatives,	decreasing	per	capita	consumption	or other	factors.	Sometimes	referred	to	as	"decoupling,"	these	mechanisms,	to	some	extent,	separate	recoverable	revenues	from	volumes	of	water	sold.	For	example,	the state	of	California	has	decoupled	revenues	from	water	sold	to	help	achieve	the	state	initiative	to	reduce	water	usage	by	20%	by	2020.	This	progressive	regulation	enables utilities	to	encourage	conservation,	as	revenues	are	not	tied	to	sales.	Similarly,	New	York	has	implemented	a	surcharge	or	credit	based	on	the	difference	between	actual net	revenues	and	the	revenues	allowed	in	the	most	recent	rate	order.

The	Company	pursues	these	positive	regulatory	policies	as	part	of	our	rate	and	revenue	management	program	to	enhance	our	ability	to	provide	high	quality, sustainable,	cost	effective	service	to	customers,	to	facilitate	efficient	recovery	of	our	costs	and	investments,	and	to	ensure	positive	short-term	liquidity	and	long-term profitability.	The	ability	of	the	Company	to	seek	regulatory	treatment	as	described	above	does	not	guarantee	that	the	state	PUCs	will	accept	the	Company's	proposal	in the	context	of	a	particular	rate	case,	and	these	policies	will	reduce,	but	not	eliminate,	regulatory	lag	associated	with	traditional	rate	making	processes.	However,	the Company	strives	to	use	these	and	other	regulatory	policies	to	address	issues	of	regulatory	lag	wherever	appropriate.	It	is	also	our	strategy	to	expand	their	use	in	areas where	they	may	not	currently	apply.

# Environmental,	Health	and	Safety	and	Water	Quality	Regulation

Our	water	and	wastewater	operations	are	subject	to	extensive	United	States	federal,	state	and	local	laws	and	regulations,	and	in	the	case	of	our	Canadian operations,	Canadian	laws	and	regulations	governing	the	protection	of	the	environment,	health	and	safety,	the	quality	of	the	water	we	deliver	to	our	customers,	water allocation	rights	and	the	manner	in	which	we	collect,	treat,	discharge	and	dispose	of	wastewater.	We	are	also	subject	to	certain	regulations	regarding	fire	protection services	in	the	areas	we	serve.	These	regulations	include	the	Safe	Drinking	Water	Act,	the	Clean	Water	Act	and	other	federal,	state,	local	and	Canadian	laws	and regulations	governing	the	provision	of	water	and	wastewater	services,	particularly	with	respect	to	the	quality	of	water	we	distribute.	We

also	are	subject	to	various	federal,	state,	local	and	Canadian	laws	and	regulations	governing	the	storage	of	hazardous	materials,	the	management	and	disposal	of hazardous	and	solid	wastes,	discharges	to	air	and	water,	the	cleanup	of	contaminated	sites,	dam	safety	and	other	matters	relating	to	the	protection	of	the	environment	and health	and	safety.	State	PUCs	also	set	conditions	and	standards	for	the	water	and	wastewater	services	we	deliver.

Environmental,	health	and	safety	and	water	quality	regulations	are	complex	and	change	frequently.	The	overall	trend	has	been	that	they	have	become	more stringent	over	time.	As	newer	or	stricter	standards	are	introduced,	our	capital	and	operating	costs	could	increase.	We	incur	substantial	costs	associated	with	compliance with	environmental,	health	and	safety	and	water	quality	regulation	to	which	our	Regulated	Businesses	are	subject.	In	the	past,	we	have	generally	been	able	to	recover costs	associated	with	compliance	related	to	environmental,	health	and	safety	standards,	but	this	recovery	is	affected	by	regulatory	lag	and	the	corresponding uncertainties	surrounding	rate	recovery.

We	maintain	a	comprehensive	environmental	policy	including	responsible	business	practices,	compliance	with	environmental	laws	and	regulations,	effective	use of	natural	resources,	and	stewardship	of	biodiversity.	We	believe	that	our	operations	are	materially	in	compliance	with,	and	in	many	cases	surpass,	minimum	standards required	by	applicable	environmental	laws	and	regulations.	Water	samples	from	across	our	water	systems	are	analyzed	on	a	regular	basis	for	material	compliance	with regulatory	requirements.	Across	the	Company,	we	conduct	over	one	million	water	quality	tests	each	year	at	our	laboratory	facilities	and	plant	operations,	including continuous	on-line	instrumentations	such	as	monitoring	turbidity	levels,	disinfectant	residuals	and	adjustments	to	chemical	treatment	based	on	changes	in	incoming water.	For	2012,	we	achieved	a	score	of	greater	than	99%	for	drinking	water	compliance	and	according	to	the	EPA	statistics,	American	Water's	performance	has	been	far better	than	the	industry	average	over	the	last	several	years.	In	fact,	in	2012,	American	Water	was	30	times	better	than	the	industry	average	for	compliance	with	drinking water	quality	standards	(Maximum	Contaminant	Levels)	and	150	times	better	for	compliance	with	drinking	water	monitoring	and	reporting	requirements.

We	participate	in	the	Partnership	for	Safe	Water,	the	United	States	EPA's	voluntary	program	to	meet	more	stringent	goals	for	reducing	microbial	contaminants. With	67	of	our	81	surface	water	plants	receiving	the	program's	"Director"	award,	we	account	for	approximately	one-third	of	the	plants	receiving	such	awards nationwide.	In	addition,	62	American	Water	plants	have	received	the	"Five-Year	Phase	III"	award,	while	55	have	been	awarded	the	"Ten-Year	Phase	III"	award.

# Safe	Drinking	Water	Act

The	Federal	Safe	Drinking	Water	Act	and	regulations	promulgated	thereunder	establish	national	quality	standards	for	drinking	water.	The	EPA	has	issued	rules governing	the	levels	of	numerous	naturally	occurring	and	man-made	chemical	and	microbial	contaminants	and	radionuclides	allowable	in	drinking	water	and	continues to	propose	new	rules.	These	rules	also	prescribe	testing	requirements	for	detecting	contaminants,	the	treatment	systems	which	may	be	used	for	removing	contaminants and	other	requirements.	Federal	and	state	water	quality	requirements	have	become	increasingly	stringent,	including	increased	water	testing	requirements,	to	reflect	public health	concerns.

To	effect	the	removal	or	inactivation	of	microbial	organisms,	the	EPA	has	promulgated	various	rules	to	improve	the	disinfection	and	filtration	of	drinking	water and	to	reduce	consumers'	exposure	to	disinfectants	and	byproducts	of	the	disinfection	process.	In	January	2006,	the	EPA	promulgated	the	Long-term	2	Enhanced Surface	Water	Treatment	Rule	and	the	Stage	2	Disinfectants	and	Disinfection	Byproduct	Rule.	In	October	2006,	the	EPA	finalized	the	Ground	Water	Rule,	applicable	to water	systems	providing	water	from	underground	sources.	In	2006,	the	EPA	also	proposed	revisions	to	the	monitoring	and	reporting	requirements	of	the	existing	Lead and	Copper	Rule.	In	2012,	the	EPA	finalized	revisions	to	the	Total	Coliform	Rule	that	were	part	of	the	mandate	of	a	Federal	Advisory	Committee	appointed	to	negotiate the	changes.	Most	of	the	anticipated	changes	to	the	rule	will	not	be	effective	until	2016.	The	EPA	is	actively	considering	regulations	for	a	number	of	contaminants, including	hexavalent	chromium,	fluoride,	nitrosamines,	perchlorate,	some	pharmaceuticals	and	certain	volatile	organic	compounds,	but	we	do	not	anticipate	that	any	of these	regulations	will	require	implementation	in	2013.

Although	it	is	difficult	to	project	the	ultimate	costs	of	complying	with	the	above	or	other	pending	or	future	requirements,	we	do	not	expect	current	requirements under	the	Safe	Drinking	Water	Act	to	have	a	material	impact	on	our	operations	or	financial	condition.	In	addition,	capital	expenditures	and	operating	costs	to	comply with	environmental	mandates	traditionally	have	been	recognized	by	PUCs	as	appropriate	for	inclusion	in	establishing	rates.	As	a	result,	we	expect	to	fully	recover	the operating	and	capital	costs	resulting	from	these	pending	or	future	requirements.

# Clean	Water	Act

The	Federal	Clean	Water	Act	regulates	discharges	from	drinking	water	and	wastewater	treatment	facilities	into	lakes,	rivers,	streams	and	groundwater.	In	addition to	requirements	applicable	to	our	wastewater	collection	systems,	our	operations	require	discharge	permits	under	the	National	Pollutant	Discharge	Elimination	System ("NPDES")	permit	program	established	under	the	Clean	Water	Act.	Pursuant	to	the	NPDES	program,	the	EPA	or	implementing	states	set	maximum	discharge	limits	for wastewater	effluents	and	overflows	from	wastewater	collection	systems.	We	believe	that	we	maintain	the	necessary	permits	and	approvals	for	the	discharges	from	our water	and	wastewater	facilities.	From	time	to	time,	discharge	violations	occur	at	our	facilities,	some	of	which	result	in	fines.	We	do	not	expect	any	such	violations	or fines	to	have	a	material	impact	on	our	results	of	operations	or	financial	condition.

# Other	Environmental,	Health	and	Safety	and	Water	Quality	Matters

Our	operations	also	involve	the	use,	storage	and	disposal	of	hazardous	substances	and	wastes.	For	example,	our	water	and	wastewater	treatment	facilities	store and	use	chlorine	and	other	chemicals	which	generate	wastes	that	require	proper	handling	and	disposal	under	applicable	environmental	requirements.	We	also	could	incur remedial	costs	in	connection	with	any	contamination	relating	to	our	operations	or	facilities	or	our	off-site	disposal	of	wastes.	Although	we	are	not	aware	of	any	material cleanup	or	decontamination	obligations,	the	discovery	of	contamination	or	the	imposition	of	such	obligations	in	the	future	could	result	in	additional	costs.	Our	facilities and	operations	also	are	subject	to	requirements	under	the	United	States	Occupational	Safety	and	Health	Act	and	are	subject	to	inspections	thereunder.	For	further information,	see	"Business—Research	and	Development."

Certain	of	our	subsidiaries	are	involved	in	pending	legal	proceedings	relating	to	environmental	matters.	These	proceedings	are	described	further	in	the	section entitled	"Item	3—Legal	Proceedings."

# Competition

In	our	Regulated	Businesses,	we	generally	do	not	face	direct	competition	in	providing	services	in	our	existing	markets	because	(i)	we	operate	within	those	markets pursuant	to	certificates	of	public	convenience	and	necessity	(or	similar	authorizations)	issued	by	state	PUCs;	and	(ii)	the	high	cost	of	constructing	a	new	water	and wastewater	system	in	an	existing	market	creates	a	barrier	to	market	entry.	Our	Regulated	Businesses	do	face	competition	from	governmental	agencies,	other	investor- owned	utilities,	large	industrial	customers	with	the	ability	to	provide	their	own	water	supply/treatment	process	and	strategic	buyers	that	are	entering	new	markets	and/or making	strategic	acquisitions.	Our	largest	investor-owned	competitors,	when	pursuing	acquisitions,	based	on	a	comparison	of	operating	revenues	and	population	served, are	Aqua	America	Inc.,	United	Water	(owned	by	Suez	Environnement),	American	States	Water	Co.	and	California	Water	Services	Group.

# Condemnation

The	potential	exists	that	portions	of	our	subsidiaries'	utility	assets	could	be	acquired	by	municipalities	or	other	local	government	entities	through	one	or	more	of the	following	methods:

•eminent	domain	(also	known	as	condemnation);

•the	right	of	purchase	given	or	reserved	by	a	municipality	or	political	subdivision	when	the	original	certificate	of	public	convenience	and	necessity	was granted;	and

•the	right	of	purchase	given	or	reserved	under	the	law	of	the	state	in	which	the	utility	subsidiary	was	incorporated	or	from	which	it	received	its	certificate.

The	acquisition	consideration	related	to	such	a	transaction	initiated	by	a	local	government	may	be	determined	consistent	with	applicable	eminent	domain	law,	or may	be	negotiated	or	fixed	by	appraisers	as	prescribed	by	the	law	of	the	state	or	in	the	particular	franchise	or	charter.	We	believe	our	operating	subsidiaries	would	be entitled	to	fair	market	value	for	any	assets	required	to	be	sold,	and	we	are	of	the	opinion	that	fair	market	value	would	be	in	excess	of	the	book	value	for	such	assets.

We	are	periodically	subject	to	condemnation	proceedings	in	the	ordinary	course	of	business.	For	example,	over	the	last	several	years	threats	of	condemnation	have been	made	with	respect	to	certain	parts	of	our	water	system	near	Chicago,	Illinois.	In	2008,	the	governing	bodies	of	two	Illinois	municipalities,	Homer	Glen	and Bolingbrook,	passed	resolutions	to	pursue	a	detailed	valuation	study	of	the	water	pipeline	that	delivers	water	in	those	communities.	Several	nearby	municipalities	joined in	this	study.	Homer	Glen	has	also	commissioned	a	study	to	determine	the	cost	and	feasibility	of	condemning	Illinois-American's	retail	distribution	system	serving	that community.	Five	municipalities	passed	ordinances	enabling	them	to	form	a	water	agency	to	pursue	eminent	domain,	and	the	agency	was	officially	formed	in	June	2012. In	August	2012,	the	agency	made	an	offer	of	$34	million	for	our	pipeline.	The	water	agency	later	sent	a	letter	increasing	its	offer	to	$37.6	million,	and	provided	a	copy of	an	appraisal.	In	December	2012,	the	water	agency	voted	in	favor	of	filing	an	eminent	domain	lawsuit.	In	January	2013,	the	water	agency	filed	an	eminent	domain case.	We	actively	monitor	condemnation	activities	that	may	affect	us	as	soon	as	we	become	aware	of	them.	We	do	not	believe	that	condemnation	poses	a	material	threat to	our	ability	to	operate	our	Regulated	Businesses.

# Our	Market-Based	Operations

In	addition	to	our	Regulated	Businesses,	we	operate	the	following	Market-Based	Operations,	which	generated	$330.3	million	of	operating	revenue	in	2012 representing	11.5%	of	total	operating	revenue	for	the	same	period.	Of	the	lines	of	business	outlined	below,	no	single	group	within	our	Market-Based	Operations generates	in	excess	of	10%	of	our	aggregate	revenue.

# Contract	Operations	Group

Our	Contract	Operations	Group	enters	into	public/private	partnerships,	including	O&M	and	Design,	Build	and	Operate	("DBO")	contracts	for	the	provision	of services	to	water	and	wastewater	facilities	for	the	United	States	military,	municipalities,	the	food	and	beverage	industry	and	other	customers.	We	typically	make	no	long- term	capital	investment	under	these	contracts	with	municipalities	and	other	customers;	instead	we	perform	our	services	for	a	fee.	During	the	contract	term,	we	may	make limited	short	term	capital	investments	under	our	contracts	with	the	United	States	military	and	certain	industrial	customers.	Our	Contract	Operations	Group	generated revenue	of	$232.7	million	in	2012,	representing	70.5%	of	revenue	for	our	Market-Based	Operations.

We	are	party	to	more	than	80	contracts,	varying	in	size	and	scope,	across	the	United	States	and	Canada,	with	contracts	ranging	in	term	from	one	to	50	years. Included	in	these	contracts	are	nine	50-year	contracts	with	the	Department	of	Defense	for	the	operation	and	maintenance	of	the	water	and	wastewater	systems	on	certain military	bases.	All	of	our	contracts	with	the	U.S.	government	may	be	terminated,	in	whole	or	in	part,	prior	to	the	end	of	the	50-year	term	for	convenience	of	the	U.S. government	or	as	a	result	of	default	or	non-performance	by	the	subsidiary	performing	the	contract.	In	either	event,	pursuant	to	the	standard	terms	of	the	U.S.	government contract	termination	provisions,	we	would	be	entitled	to	recover	allowable	costs	that	we	may	have	incurred	under	the	contract,	plus	the	contract	profit	margin	on incurred	costs.	The	contract	price	for	each	of	these	contracts	is	subject	to	redetermination	two	years	after	commencement	of	operations	and	every	three	years	thereafter. Price	redetermination	is	a	contract	mechanism	to	periodically	adjust	the	service	fee	in	the	next	period	to	reflect	changes	in	contract	obligations	and	anticipated	market conditions.

On	December	31,	2011,	we	completed	the	sale	of	our	Applied	Water	Management,	Inc.	group	("AWM").	As	noted	above,	this	subsidiary	is	included	in discontinued	operations	for	all	periods	presented.	Therefore,	all	amounts	and	statistics	disclosed	for	the	Contract	Operations	Group	refer	only	to	on-going	operations	of the	Contract	Operations	Group.

# Homeowner	Services	Group

Our	Homeowner	Services	Group,	through	our	Service	Line	Protection	Program,	provides	services	to	domestic	homeowners	and	smaller	commercial establishments	to	protect	against	the	cost	of	repairing	broken	or	leaking	water	pipes	and	clogged	or	blocked	sewer	pipes	inside	and	outside	their	accommodations.

Our	LineSaver™	program	involves	partnering	with	municipalities	to	offer	our	protection	programs	to	homeowners	serviced	by	the	municipalities.	During	2012, we	entered	into	a	contract	with	the	New	York	City	Water	Board	(the	"Board"),	a	corporate	municipal	instrumentality	of	the	State	of	New	York,	to	offer	our	LineSaver™ program	to	the	Board's	approximately	650,000	residential	customers.	We	launched	our	first	corresponding	mailing	in	early	January	2013.

Our	Homeowner	Services	Group	has	approximately	970,000	customer	contracts	in	27	states.

# Terratec	Environmental	Ltd

Our	Market-Based	Operations	also	includes	our	biosolids	management	group,	Terratec,	which	is	located	in	Canada	and	provides	environmentally	sustainable management	and	disposal	of	biosolids	and	wastewater	by-products.

We	face	competition	in	our	Market-Based	Operations	from	a	number	of	service	providers,	including	Veolia	Environnement,	American	States	Water,	OMI	and Southwest	Water,	particularly	in	the	area	of	O&M	contracting.	Securing	new	O&M	contracts	is	highly	competitive,	as	these	contracts	are	awarded	based	on	a combination	of	customer	relationships,	service	levels,	competitive	pricing,	references	and	technical	expertise.	We	also	face	competition	in	maintaining	existing	O&M contracts	to	which	we	are	a	party,	as	the	municipal	and	industrial	fixed	term	contracts	frequently	come	up	for	renegotiation	and	are	subject	to	an	open	bidding	process.

Our	Homeowner	Services	Group	faces	competition	outside	our	existing	footprint	primarily	from	HomeServe	USA	and	Utility	Service	Partners,	Inc.

# Research	and	Development

We	established	a	formal	research	and	development	program	in	1981	with	the	goal	of	improving	water	quality	and	operational	effectiveness	in	all	areas	of	our business.	Our	research	and	development	personnel	are	located	in	New	Jersey.	In	addition,	our	quality	control	and	testing	laboratory	in	Belleville,	Illinois	supports research	through	sophisticated	testing	and	analysis.	Since	its	inception,	our	research	and	development	program	has	evolved	to	become	a	leading	water-related	research program,	achieving	advancements	in	the	science	of	drinking	water,	including	sophisticated	water	testing	procedures	and	desalination	technologies.

Since	the	formation	of	the	EPA	in	1970,	we	have	collaborated	with	the	agency	to	achieve	effective	environmental,	health	and	safety	and	water	quality	regulation. This	relationship	has	developed	to	include	sharing	of	our	research	and	national	water	quality	monitoring	data	in	addition	to	our	treatment	and	distribution	system optimization	research.	Our	engagement	with	the	EPA	has	helped	us	to	achieve	a	leadership	position	for	our	company	within	the	water	and	wastewater	industry	and	has provided	us	with	early	insight	into	emerging	regulatory	issues	and	initiatives,	thereby	allowing	us	to	anticipate	and	to	accommodate	our	future	compliance	requirements.

In	2012,	we	spent	$2.8	million	on	research	and	development	compared	to	$2.6	million	and	$2.8	million	spent	in	2011	and	2010,	respectively.	Approximately	one- quarter	of	our	research	budget	is	comprised	of	competitively	awarded	outside	research	grants.	Such	grants	reduce	the	cost	of	research	and	allow	collaboration	with leading	national	and	international	researchers.

We	believe	that	continued	research	and	development	activities	are	critical	in	providing	quality	and	reliable	service	at	reasonable	rates,	in	maintaining	our leadership	position	in	the	industry	and	will	provide	us	with	a	competitive	advantage	as	we	seek	additional	business	with	new	and	existing	customers.

# Support	Services

Our	American	Water	Works	Service	Company	subsidiary	provides	shared	services	and	corporate	governance	that	achieve	economies	of	scale	through	central administration.	These	services	are	provided	predominantly	to	our	Regulated	Businesses	under	the	terms	of	contracts	with	these	companies	that	have	been	approved	by state	PUCs,	where	necessary.	These	services,	which	are	provided	at	cost,	may	include	accounting,	administration,	business	development,	corporate	secretarial,	education and	training,	engineering,	financial,	health	and	safety,	human	resources,	information	systems,	internal	audit,	legal,	operations,	procurement,	rates,	security,	risk management,	water	quality	and	research	and	development.	These	arrangements	afford	our	operating	companies	professional	and	technical	talent	on	an	economical	and timely	basis.	We	also	operate	two	national	customer	service	centers,	which	are	located	in	Alton,	Illinois	and	Pensacola,	Florida.

Our	security	department	provides	oversight	and	governance	of	physical	and	information	security	throughout	our	operations	and	is	responsible	for	designing, implementing,	monitoring	and	supporting	active	and	effective	physical	and	information	security	controls.	We	have	complied	with	EPA	regulations	concerning vulnerability	assessments	and	have	made	filings	to	the	EPA	as	required.	Vulnerability	assessments	are	conducted	regularly	to	evaluate	the	effectiveness	of	existing security	controls	and	serve	as	the	basis	for	further	capital	investment	in	security	for	the	facility.	Information	security	controls	are	deployed	or	integrated	to	prevent unauthorized	access	to	company	information	systems,	assure	the	continuity	of	business	processes	dependent	upon	automation,	ensure	the	integrity	of	our	data	and support	regulatory	and	legislative	compliance	requirements.	While	we	do	not	make	public	comments	on	the	details	of	our	security	programs,	we	are	in	contact	with federal,	state	and	local	law	enforcement	agencies	to	coordinate	and	improve	the	security	of	our	water	delivery	systems	and	to	safeguard	our	water	supply.

# Employee	Matters

Approximately	50%	of	our	workforce	is	represented	by	unions.	We	have	77	collective	bargaining	agreements	in	place	with	18	different	unions	representing	our unionized	employees.	We	have	three	union	contracts	beyond	expiration	that	affect	approximately	200	employees,	all	of	which	are	actively	working	under	the	old agreements.	Over	one-quarter	of	our	local	union	contracts	will	expire	during	2013.

In	September	2010,	we	declared	"impasse"	in	negotiations	of	our	national	benefits	agreement	with	most	of	the	labor	unions	representing	employees	in	our Regulated	Businesses.	The	prior	agreement	expired	on	July	31,	2010;	however	negotiations	did	not	produce	a	new	agreement.	We	implemented	our	last,	best	and	final offer	on	January	1,	2011	in	order	to	provide	health	care	coverage	for	our	employees	in	accordance	with	terms	of	the	offer.	The	unions	have	challenged	our	right	to implement	our	last,	best,	and	final	offer.	In	this	regard,	following	the	filing	by	the	Utility	Workers	Union	of	America	of	an	unfair	labor	practice	charge,	the	National Labor	Relations	Board	("NLRB")	issued	a	complaint	against	us	in	January	2012,	claiming	that	we	implemented	the	last,	best	and	final	offer	without	providing	sufficient notice	of	the	existence	of	a	dispute	with	the	Federal	Mediation	and	Conciliation	Service,	a	state	mediation	agency,	and	several	state	departments	of	labor.	We	asserted that	we	did,	in	fact,	provide	sufficient	notice.

On	October	16,	2012,	the	NLRB	Administrative	Law	Judge	hearing	the	matter	ruled	that,	although	we	did	provide	sufficient	notification	to	the	Federal	Mediation and	Conciliation	Service,	we	did	not	provide	notice	to

state	agencies,	in	violation	of	the	National	Labor	Relations	Act.	The	Administrative	Law	Judge	ordered,	among	other	things,	that	we	cease	and	desist	from	implementing the	terms	of	our	last,	best	and	final	offer	and	make	whole	all	affected	employees	for	losses	suffered	as	a	result	of	our	implementation	of	our	last,	best	and	final	offer.	The "make	whole"	order,	if	upheld	on	appeal,	would	require	us	to	provide	backpay	plus	interest,	from	January	1,	2011	through	the	date	of	the	final	determination.	Based	on current	estimates	and	assumptions,	we	estimate	the	cash	impact	could	be	in	the	range	of	$2.5	to	$3.5	million	per	year,	with	the	total	impact	dependent	on	the	length	of time	the	issue	remains	unresolved.	In	November	2012,	we	filed	an	exception	to	the	decision	of	the	Administrative	Law	Judge	in	order	to	obtain	a	review	by	the	full NRLB.

# Available	Information

We	are	subject	to	the	reporting	requirements	of	the	Securities	Exchange	Act	of	1934,	as	amended.	We	file	or	furnish	annual,	quarterly	and	current	reports,	proxy statements	and	other	information	with	the	United	States	Securities	and	Exchange	Commission	("SEC").	You	may	obtain	a	copy	of	any	of	these	reports,	free	of	charge, from	the	Investor	Relations	section	of	our	website,	http://www.amwater.com,	shortly	after	we	file	or	furnish	the	information	to	the	SEC.	Information	contained	on	our website	shall	not	be	deemed	incorporated	into,	or	to	be	a	part	of,	this	report.

You	may	also	obtain	a	copy	of	any	of	these	reports	directly	from	the	SEC.	You	may	read	and	copy	any	material	we	file	or	furnish	with	the	SEC	at	their	Public Reference	Room,	located	at	100	F	Street	N.E.,	Washington,	D.C.	20549.	The	phone	number	for	information	about	the	operation	of	the	Public	Reference	Room	is	1-800- 732-0330	(if	you	are	calling	from	within	the	United	States),	or	202-551-8090.	Because	we	electronically	file	our	reports,	you	may	also	obtain	this	information	from	the SEC	internet	website	at	http://www.sec.gov.	You	can	obtain	additional	contact	information	for	the	SEC	on	their	website.

The	American	Water	corporate	governance	guidelines	and	the	charters	for	each	of	the	standing	committees	of	the	board	of	directors,	together	with	the	American Water	Code	of	Ethics	and	additional	information	regarding	our	corporate	governance,	are	available	on	our	website,	http://www.amwater.com,	and	will	be	made available,	without	charge,	in	print	to	any	shareholder	who	requests	such	documents	from	Investor	Relations	Department,	American	Water	Works	Company,	Inc.,	1025 Laurel	Oak	Road,	Voorhees,	NJ,	08043.

# ITEM	1A. RISK	FACTORS

We	operate	in	a	market	and	regulatory	environment	that	involves	significant	risks,	many	of	which	are	beyond	our	control.	In	addition	to	the	other	information included	or	incorporated	by	reference	in	this	Form	10-K,	the	following	factors	should	be	considered	in	evaluating	our	business	and	future	prospects.	Any	of	the following	risks,	either	alone	or	taken	together,	could	materially	and	adversely	affect	our	business,	financial	position,	results	of	operations	or	cash	flows	and	liquidity.

# Risks	Related	to	Our	Industry	and	Business

Our	utility	operations	are	subject	to	extensive	economic	regulation.	Decisions	by	state	PUCs	and	other	regulatory	agencies	can	significantly	affect	our	business	and results	of	operations.

Our	Regulated	Businesses	provide	water	and	wastewater	services	to	our	customers	through	subsidiaries	that	are	economically	regulated	by	state	PUCs.	Economic regulation	affects	the	rates	we	charge	our	customers	and	has	a	significant	impact	on	our	business	and	results	of	operations.	Generally,	the	state	PUCs	authorize	us	to charge	rates	that	they	determine	are	sufficient	to	recover	our	prudently	incurred	operating	expenses,	to	enable	us	to	finance	the	addition	of	new,	or	the	replacement	of existing,	water	and	wastewater	infrastructure	and	to	provide	us	the	opportunity	to	earn	what	they	determine	to	be	an	appropriate	rate	of	return	on	our	invested	capital	and a	return	of	our	invested	capital.

Our	ability	to	successfully	implement	our	business	plan	and	strategy	depends	upon	the	rates	authorized	by	the	various	state	PUCs.	We	periodically	file	rate increase	applications	with	state	PUCs.	The	ensuing	administrative	process	may	be	lengthy	and	costly.	We	can	provide	no	assurances	that	our	rate	increase	requests	will be	approved,	or	that	any	approval	will	be	given	in	a	timely	manner.	Moreover,	a	PUC	may	not	approve	a	rate	request	to	an	extent	that	is	sufficient	to	cover	our	expenses, including	purchased	water	and	costs	of	chemicals,	fuel	and	other	commodities	used	in	our	operations;	enable	us	to	recover	our	investment;	and	provide	us	an	opportunity to	earn	an	appropriate	rate	of	return	on	our	investment,	in	which	case	our	business,	financial	condition,	results	of	operations,	cash	flow	and	liquidity	may	be	adversely affected.	Even	if	rates	are	sufficient,	we	face	the	risk	that	we	will	not	achieve	the	rates	of	return	on	our	invested	capital	and	a	return	of	our	invested	capital	to	the	extent permitted	by	state	PUCs.	This	could	occur	if	water	usage	is	less	than	anticipated	in	establishing	rates,	as	billings	to	customers	are,	to	a	considerable	extent,	based	on usage	in	addition	to	a	base	rate,	or	if	our	investments	or	expenses	prove	to	be	higher	than	was	estimated	in	establishing	rates.

# Our	operations	and	the	quality	of	water	we	supply	are	subject	to	extensive	environmental,	water	quality	and	health	and	safety	laws	and	regulations.	Compliance	with increasingly	stringent	laws	and	regulations	could	impact	our	operating	costs;	and	violations	of	such	laws	and	regulations	could	subject	the	Company	to	substantial liabilities	and	costs.

Our	water	and	wastewater	operations	are	subject	to	extensive	United	States	federal,	state	and	local	laws	and	regulations	and,	in	the	case	of	our	Canadian operations,	Canadian	laws	and	regulations	that	govern	the	protection	of	the	environment,	health	and	safety,	the	quality	of	the	water	we	deliver	to	our	customers,	water allocation	rights,	and	the	manner	in	which	we	collect,	treat,	discharge	and	dispose	of	wastewater.	These	requirements	include	the	United	States	Clean	Water	Act	of	1972, which	we	refer	to	as	the	Clean	Water	Act,	and	the	United	States	Safe	Drinking	Water	Act	of	1974,	which	we	refer	to	as	the	Safe	Drinking	Water	Act,	and	similar	state and	Canadian	laws	and	regulations.	We	are	also	required	to	obtain	various	environmental	permits	from	regulatory	agencies	for	our	operations.	In	addition,	state	PUCs also	set	conditions	and	standards	for	the	water	and	wastewater	services	we	deliver.	If	we	deliver	water	or	wastewater	services	to	our	customers	that	do	not	comply	with regulatory	standards,	or	otherwise	violate	environmental	laws,	regulations	or	permits,	or	other	health	and	safety	and	water	quality	regulations,	we	could	incur	substantial fines,	penalties	or	other	sanctions	or	costs,	as	well	as	damage	to	our	reputation.	In	the	most	serious	cases,	regulators	could	force	us	to	discontinue	operations	and	sell	our operating	assets	to	another	utility	or	to	a	municipality.	Given	the	nature	of	our	business	which,	in	part,	involves	supplying	water	for	human	consumption,	any	potential non-compliance	with,	or	violation	of,	environmental,	water	quality	and	health	and	safety	laws	or	regulations	would	likely	pose	a	more	significant	risk	to	us	than	to	a company	not	similarly	involved	in	the	water	and	wastewater	industry.

We	incur	substantial	operating	and	capital	costs	on	an	ongoing	basis	to	comply	with	environmental,	water	quality	and	health	and	safety	laws	and	regulations. These	laws	and	regulations,	and	their	enforcement,	generally	have	become	more	stringent	over	time,	and	new	or	stricter	requirements	could	increase	our	costs.	Although we	may	seek	to	recover	ongoing	compliance	costs	in	our	rates,	there	can	be	no	guarantee	that	the	various	state	PUCs	or	similar	regulatory	bodies	that	govern	our Regulated	Businesses	would	approve	rate	increases	to	recover	such	costs	or	that	such	costs	will	not	materially	and	adversely	affect	our	financial	condition,	results	of operations,	cash	flows	and	liquidity.

We	may	also	incur	liabilities	if,	under	environmental	laws	and	regulations,	we	are	required	to	investigate	and	clean	up	environmental	contamination	at	our properties,	including	potential	spills	of	hazardous	chemicals,	such	as	chlorine,	which	we	use	to	treat	water,	or	at	off-site	locations	where	we	have	disposed	of	waste	or caused	an	adverse	environmental	impact.	The	discovery	of	previously	unknown	conditions,	or	the	imposition	of	cleanup	obligations	in	the	future,	could	result	in significant	costs	and	could	adversely	affect	our	financial	condition,	results	of	operations,	cash	flows	and	liquidity.	Such	remediation	costs	may	not	be	covered	by insurance	and	may	make	it	difficult	for	us	to	secure	insurance	at	acceptable	rates	in	the	future.

# The	current	regulatory	rate	setting	structure	may	result	in	a	significant	delay,	or	"regulatory	lag,"	from	the	time	that	we	invest	in	infrastructure	improvements, incur	increased	operating	expenses	or	experience	declining	water	usage,	to	the	time	at	which	we	can	address	these	events	through	the	rate	case	application	process; our	inability	to	minimize	regulatory	lag	could	adversely	affect	our	business.

There	is	typically	a	delay,	or	regulatory	lag,	between	the	time	one	of	our	regulated	subsidiaries	makes	a	capital	investment	or	incurs	an	operating	expense	increase and	the	time	when	those	costs	are	reflected	in	rates.	In	addition,	billings	permitted	by	state	PUCs	typically	are,	to	a	considerable	extent,	based	on	the	volume	of	water usage	in	addition	to	a	minimum	base	rate.	Thus,	we	may	experience	a	regulatory	lag	between	the	time	our	revenues	are	affected	by	declining	usage	and	the	time	we	are able	to	adjust	the	rate	per	gallon	of	usage	to	address	declining	usage.	Our	inability	to	reduce	this	regulatory	lag	could	have	an	adverse	effect	on	our	financial	condition, results	of	operations,	cash	flow	and	liquidity.

The	Company	endeavors	to	reduce	regulatory	lag	by	pursuing	positive	regulatory	policies.	For	example,	six	state	PUCs	permit	rates	to	be	adjusted	outside	of	the rate	case	application	process	through	surcharges	that	address	certain	capital	investments,	such	as	replacement	of	aging	infrastructure.	These	surcharges	are	adjusted periodically	based	on	factors	such	as	project	completion	or	future	budgeted	expenditures,	and	specific	surcharges	are	eliminated	once	the	related	capital	investment	is incorporated	in	new	PUC	approved	rates.	Other	examples	of	such	programs	include	states	that	allow	us	to	increase	rates	for	certain	cost	increases	that	are	beyond	the utility's	control,	such	as	purchased	water	costs	or	property	taxes,	or	power,	conservation,	chemical	or	other	expenditures.	These	surcharge	mechanisms	enable	us	to adjust	rates	closer	to	the	time	costs	have	been	incurred	than	would	be	the	case	under	the	rate	case	application	process.	While	these	programs	have	been	a	positive development	and	we	continue	to	work	for	expansion	of	programs	to	mitigate	regulatory	lag,	some	state	PUCs	have	not	approved	such	programs	and	there	is	no	assurance that	any	PUC	will	adopt	any	of	them	in	the	future	or	that	existing	programs	will	continue	in	their	current	form,	or	at	all,	in	the	future.	Furthermore,	no	state	has	adopted surcharge	programs	that	include	all	elements	of	cost	that	may	change	between	general	rate	proceedings.	For	example,	no	state	PUC	has	enabled	us	to	address	declining water	usage	through	a	surcharge.	Although	we	intend	to	continue	our	efforts	to	expand	state	PUC	approval	of	surcharges	to	address	issues	of	regulatory	lag,	our	efforts may	not	be	successful,	in	which	case	our	business,	financial	condition,	results	of	operations,	cash	flow	and	liquidity	may	be	adversely	affected.

Availability	of	water	supplies,	restrictions	on	use,	natural	hazards,	severe	weather	conditions,	climate	variability,	competing	uses	and	economic	conditions	may adversely	affect	our	access	to	sources	of	water,	the	demand	for	water	services	or	our	ability	to	supply	water	to	customers.

Our	ability	to	meet	the	existing	and	future	demand	of	our	customers	depends	on	the	availability	of	an	adequate	supply	of	water.	As	a	general	rule,	sources	of public	water	supply,	including	rivers,	lakes,	streams	and	groundwater	aquifers,	are	held	in	the	public	trust	and	are	not	owned	by	private	interests.	As	a	result,	we	typically do	not	own	the	water	that	we	use	in	our	operations,	and	the	availability	of	our	water	supply	is	established	through	allocation	rights	(determined	by	legislation	or	court decisions)	and	passing-flow	requirements	set	by	governmental	entities.	Passing-flow	requirements	set	minimum	volumes	of	water	that	must	pass	through	specified water	sources,	such	as	rivers	and	streams,	in	order	to	maintain	environmental	habitats	and	meet	water	allocation	rights	of	downstream	users.	Allocation	rights	are imposed	to	ensure	sustainability	of	major	water	sources	and	passing-flow	requirements	are	most	often	imposed	on	source	waters	from	smaller	rivers,	lakes	and	streams. These	requirements,	which	can	change	from	time	to	time,	may	adversely	impact	our	water	supply.	Supply	issues,	brought	on	by	climate	variability,	such	as	drought, overuse	of	sources	of	water,	the	protection	of	threatened	species	or	habitats,	or	other	factors	may	limit	the	availability	of	ground	and	surface	water.	For	example,	in	our Monterey	County,	California	operations,	we	are	seeking	to	augment	our	sources	of	water	supply,	principally	to	comply	with	an	October	20,	2009	order	of	the	California State	Water	Resources	Control	Board	(the	"2009	Order")	that	our	subsidiary,	California-American	Water	Company	("CAWC"),	significantly	decrease	its	diversion from	the	Carmel	River	in	accordance	with	a	reduction	schedule	running	through	December	31,	2016.	We	are	also	required	to	augment	our	Monterey	County	sources	of water	supply	to	comply	with	the	requirements

of	the	Endangered	Species	Act.	We	have	implemented	conservation	rates	and	other	programs	to	address	demand	and	are	utilizing	aquifer	storage	and	recovery	facilities to	store	winter	water	for	summer	use.	We	were	hopeful	that	we	could	address	the	water	supply	issues	in	a	meaningful	way	through	a	Regional	Desalination	Project	(the "Project")	that	was	to	be	implemented	through	a	Water	Purchase	Agreement	and	ancillary	agreements	(the	"Agreements")	among	the	Marina	Coast	Water	District ("MCWD"),	the	Monterey	County	Water	Resources	Agency	("MCWRA")	and	CAWC.	However,	the	Project	was	subject	to	considerable	delay	and	disputes	among	the parties.	On	July	7,	2011,	MCWRA	advised	MCWD	and	CAWC	that	the	Agreements	were	void,	and	on	January	17,	2012,	CAWC	publicly	announced	that	it	had withdrawn	support	of	the	Project.	Finally,	on	July	12,	2012,	the	California	Public	Utility	Commission	("CPUC")	closed	the	proceedings	relating	to	the	Project. Nevertheless,	disputes	among	the	parties	with	respect	to	the	Project	continued	throughout	2012,	and,	while	CAWC	and	MCWRA	have	entered	into	a	settlement agreement	to	resolve	their	disputes,	the	terms	of	the	settlement	agreement	are	largely	contingent	on	approval,	by	the	CPUC	of	the	settlement	agreement,	as	well	as CWAC's	recovery	through	rates	of	its	provision	to	MCWRA	of	$1.9	million	in	loan	forgiveness	and	up	to	approximately	$1.5	million	in	additional	payments.	Moreover CAWC's	disputes	with	MCWD	remain	unresolved	and	subject	to	ongoing	litigation.	Following	its	withdrawal	of	support	for	the	Project,	CAWC	filed	an	application with	the	CPUC	on	April	23,	2012	for	approval	of	the	Monterey	Peninsula	Water	Supply	Project	(the	"New	Project").	The	New	Project	involves	construction	of	a desalination	plant	and	related	facilities,	all	to	be	owned	by	CAWC.	In	addition,	the	New	Project	may	encompass	CAWC's	purchase	of	water	from	the	proposed Monterey	Peninsula	Groundwater	Replenishment	Project,	a	joint	project	between	the	Monterey	Regional	Water	Pollution	Control	Agency	and	the	Monterey	Peninsula Water	Management	District	("MPWMD").	In	its	application,	CAWC	seeks	approval	to	construct	a	desalination	plant	that	can	accommodate	9.6	million	gallons	per	day. However,	if	the	Groundwater	Replenishment	Project	meets	certain	specified	timing	and	reasonable	cost	criteria,	CAWC	would	make	the	appropriate	filing	to	reduce	the size	of	the	desalination	plant	so	that	it	accommodates	6.4	million	gallons	per	day.	CAWC	has	estimated	the	total	project	capital	cost	for	the	9.6	million	gallons	per	day desalination	plant	and	related	facilities	to	be	approximately	$384	million	($330	million	if	the	size	of	the	plant	is	reduced	to	6.4	million	gallons	per	day).	The	application also	seeks	CPUC	approval	of	ratemaking	mechanisms	designed	to	enable	CAWC	to	recover	its	costs	related	to	construction	and	operation	of	the	New	Project,	including funding	for	principal	and	interest	on	a	State	Revolving	Fund	Loan	that	CAWC	believes	it	is	eligible	to	receive.	CAWC's	ability	to	move	forward	on	the	New	Project	will be	subject	to	extensive	administrative	review,	including	public	hearings	before	the	CPUC	and	testimony	from	intervening	parties.	In	addition,	a	large	number	of	federal, state	and	local	approvals	must	also	be	obtained.	Moreover,	on	January	29,	2013,	CAWC	provided	a	letter	to	the	California	State	Water	Resources	Control	Board	stating that	even	if	the	CPUC	were	to	adhere	to	its	schedule	for	a	final	CPUC	action	with	respect	to	the	New	Project	application	in	December	2013	or	January	2014,	CAWC does	not	expect	to	have	an	operational	water	supply	project	that	will	enable	CAWC	to	terminate	its	unpermitted	diversions	from	the	Carmel	River	by	December	31, 2016,	as	required	by	the	2009	Order.	We	cannot	predict	the	ultimate	effect	of	the	events	described	above	on	CAWC's	efforts	to	secure	alternative	sources	of	water,	or	on CAWC's	exposure	to	liabilities	as	a	result	of	its	ongoing	disputes	relating	to	the	Project	or	its	inability	to	meet	the	December	2016	deadline	under	the	2006	Order.	If CAWC	is	unable	to	secure	an	alternative	source	of	water,	or	if	other	adverse	consequences	result	from	the	events	described	above,	our	business,	financial	condition, results	of	operations	and	cash	flows	could	be	adversely	affected.

Government	restrictions	on	water	use	may	also	result	in	decreased	use	of	water	services,	even	if	our	water	supplies	are	sufficient	to	serve	our	customers,	which may	adversely	affect	our	financial	condition	and	results	of	operations.	Seasonal	drought	conditions	that	would	impact	our	water	services	are	possible	across	all	of	our service	areas.	If	a	regional	drought	were	to	occur,	governmental	restrictions	may	be	imposed	on	all	systems	within	a	region	independent	of	the	supply	adequacy	of	any individual	system.	Following	drought	conditions,	water	demand	may	not	return	to	pre-drought	levels	even	after	restrictions	are	lifted.	Decreased	use	of	water	services resulting	from	any	of	these	events	may	adversely	affect	our	business,	financial	condition,	results	of	operations	and	cash	flows.

Service	interruptions	due	to	severe	weather	events	are	possible	across	all	our	service	areas.	These	include	winter	storms	and	freezing	conditions,	high	wind conditions,	tornados,	earthquakes,	floods	or	high	water	conditions	in	or	near	designated	flood	plains,	hurricanes	and	severe	electrical	storms.	These	weather	events	may affect	the	condition	or	operability	of	our	facilities,	limiting	or	preventing	us	from	delivering	water	or	wastewater	services	to	our	customers,	or	requiring	us	to	make substantial	capital	expenditures	to	repair	any	damage.	In	the	third	quarter	of	2011,	our	New	Jersey	and	Pennsylvania	subsidiaries	experienced	service	interruptions	in certain	of	our	operating	areas	and,	in	some	cases,	a	loss	in	customers	as	a	result	of	the	extreme	weather,	including	Hurricane	Irene	and	other	severe	storms	in	the Northeast.

In	October	2012,	our	east	coast	subsidiaries	were	impacted	by	the	weather	conditions	from	Hurricane	Sandy.	Although	we	continue	to	assess	the	situation,	the damage	to	our	facilities	and	infrastructure	within	the	states	of	Maryland,	New	Jersey,	New	York,	Pennsylvania,	Virginia	and	West	Virginia	was	quickly	addressed.	The most	significant	impact	to	our	business	was	caused	by	the	widespread	power	outages	caused	by	the	storm's	heavy	winds,	rain	and	snow.	Upon	completion	of	the evaluation	of	the	damages	and	any	associated	business	interruption	losses,	claims	will	be	submitted	to	our	insurance	carriers.	We	anticipate	expenses	that	are	not covered	by	insurance	are	likely	recoverable	through	the	rate	making	process	on	a	state-by-state	basis.

In	addition,	the	devastating	tornado	that	struck	Joplin,	Missouri	on	May	22,	2011	caused	extensive	damage	to	our	infrastructure	and	the	water	distribution	system. Among	other	things,	we	lost	our	service	center	and	plant	storage	buildings	and	suffered	damage	to	the	roof	and	windows	at	our	water	treatment	plant,	as	well	as	to	many of	our	vehicles.	In	addition,	while	our	water	treatment	plant	remained	operational,	the	lack	of	electricity	forced	us	to	operate	on	generator	power	until	electric	power	was restored	within	the	next	two	days.	We	also	had	to	address	more	than	4,000	leaking	customer	service	lines	and	25	torn	fire	service	lines.	Because	it	was	not	possible	to maintain	system	pressure	initially,	the	Missouri	Department	of	Natural	Resources	issued	a	boil	water	order.	The	order	was	lifted	after	we	restored	full	pressure	to	the system,	flushed	the	entire	system	and	completed	sampling	tests,	all	within	six	days	after	the	order	was	issued.	Any	interruption	in	our	ability	to	supply	water	or	to	collect, treat	and	properly	dispose	of	wastewater,	or	any	costs	associated	with	restoring	service,	could	adversely	affect	our	financial	condition	and	results	of	operations. Furthermore,	losses	from	business	interruptions	or	damage	to	our	facilities	might	not	be	covered	by	our	insurance	policies	and	such	losses	may	make	it	difficult	for	us	to secure	insurance	at	acceptable	rates	in	the	future.

Adverse	economic	conditions	can	cause	our	customers,	particularly	industrial	customers,	to	curtail	operations.	A	curtailment	of	operations	by	an	industrial customer	would	typically	result	in	reduced	water	usage.	In	more	severe	circumstances,	the	decline	in	usage	could	be	permanent.	Any	decrease	in	demand	resulting	from difficult	economic	conditions	could	adversely	affect	our	financial	condition	and	results	of	operations.

# Regulatory	and	environmental	risks	associated	with	the	collection,	treatment	and	disposal	of	wastewater	may	impose	significant	costs.

The	wastewater	collection,	treatment	and	disposal	operations	of	our	subsidiaries	are	subject	to	substantial	regulation	and	involve	significant	environmental	risks. If	collection	or	treatment	systems	fail,	overflow,	or	do	not	operate	properly,	untreated	wastewater	or	other	contaminants	could	spill	onto	nearby	properties	or	into	nearby streams	and	rivers,	causing	damage	to	persons	or	property,	injury	to	aquatic	life	and	economic	damages,	which	may	not	be	recoverable	in	rates.	This	risk	is	most	acute during	periods	of	substantial	rainfall	or	flooding,	which	are	the	main	causes	of	sewer	overflow	and	system	failure.	Liabilities	resulting	from	such	damage	could adversely	and	materially	affect	our	business,	results	of	operations	and	financial	condition.	Moreover,	if	we	are	deemed	liable	for	any	damage	caused	by	overflow,	our losses	might	not	be	covered	by	insurance,	and	such	losses	may	make	it	difficult	for	us	to	secure	insurance	at	acceptable	rates	in	the	future.

# Our	inability	to	efficiently	implement	our	business	transformation	project,	could	result	in	higher	than	expected	costs	or	otherwise	adversely	impact	our	internal controls	environment,	operations	and	profitability.

We	have	undertaken	a	"business	transformation"	project,	which	is	intended	to	improve	our	business	processes	and	upgrade	our	antiquated	core	information technology	systems.	This	multi-year,	enterprise-wide

initiative	is	intended	to	support	our	broader	strategic	initiatives.	The	project	is	intended	to	optimize	workflow	throughout	our	field	operations,	improve	our	back-office operations	and	enhance	our	customer	service	capabilities.	The	scale	and	anticipated	future	costs	associated	with	the	business	transformation	project	are	significant	and we	could	incur	costs	significantly	in	excess	of	budgeted	costs.	Any	technical	or	other	difficulties	in	developing	or	implementing	this	initiative	may	increase	the	costs	of the	project	and	have	an	adverse	effect	on	our	operations	and	reporting	processes,	including	our	internal	control	over	financial	reporting.	In	August	2012,	our	new business	systems	associated	with	Phase	I	of	our	business	transformation	project	became	operational.	Phase	I	consisted	of	the	roll-out	of	the	Enterprise	Resource Planning	systems	("ERP"),	which	encompass	applications	that	will	handle	human	resources,	finance,	and	supply	chain/procurement	management	activities.	Phase	II consists	of	the	roll-out	of	a	new	Enterprise	Asset	Management	system,	which	will	manage	an	asset's	lifecycle,	and	a	Customer	Information	system,	which	will	contain all	billing	and	data	pertaining	to	American	Water's	customers	for	our	Regulated	segment.	Phase	II	is	expected	to	be	substantially	completed	by	December	31,	2013.	As we	make	adjustments	to	our	operations	as	a	result	of	this	project,	we	may	incur	incremental	expenses	prior	to	realizing	the	benefits	of	a	more	efficient	workforce	and operating	structure.	Although	efforts	have	been	made	to	minimize	any	adverse	impact	on	our	controls,	we	cannot	assure	that	all	such	impacts	have	been	mitigated.	We can	provide	no	guarantee	that	we	will	be	able	to	achieve	timely	or	adequate	rate	recovery	of	any	increased	costs	associated	with	the	business	transformation	project.	As of	December	31,	2012,	we	have	spent	$257.8	million	on	the	project,	with	$118.1	million	spent	in	2012.

As	we	make	adjustments	to	our	operations,	we	may	incur	incremental	expenses	prior	to	realizing	the	benefits	of	a	more	efficient	workforce	and	operating structure.	Further,	we	may	not	realize	anticipated	cost	improvements	and	greater	efficiencies	from	the	project.

We	operate	numerous	information	technology	systems	that	have	varying	degrees	of	integration,	sometimes	leading	to	inefficiencies.	Therefore,	delays	in completion	of	the	business	transformation	project	will	also	delay	cost	savings	and	efficiencies	expected	to	result	from	the	project.	We	may	also	experience	difficulties consolidating	our	current	systems,	moving	to	a	common	set	of	operational	processes	and	implementing	a	successful	change	management	process.	These	difficulties	may impact	our	ability	to	meet	customer	needs	efficiently.	Any	such	delays	or	difficulties	may	have	a	material	and	adverse	impact	on	our	business,	client	relationships	and financial	results.

# Our	Regulated	Businesses	require	significant	capital	expenditures	and	may	suffer	if	we	fail	to	secure	appropriate	funding	to	make	investments,	or	if	we	experience delays	in	completing	major	capital	expenditure	projects.

The	water	and	wastewater	utility	business	is	very	capital	intensive.	We	invest	significant	amounts	of	capital	to	add,	replace	and	maintain	property,	plant	and equipment.	In	2012,	we	invested	$928.6	million	in	net	Company-funded	capital	improvements.	The	level	of	capital	expenditures	necessary	to	maintain	the	integrity	of our	systems	could	increase	in	the	future.	We	fund	capital	improvement	projects	using	cash	generated	from	operations,	borrowings	under	our	revolving	credit	facility	and commercial	paper	programs	and	issuances	of	long-term	debt	and	equity	securities.	We	can	provide	no	assurance	that	we	will	be	able	to	access	the	debt	and	equity	capital markets	on	favorable	terms	or	at	all.

In	addition,	we	believe	that	our	dividend	policy	could	limit	our	ability	to	pursue	growth.	In	particular,	the	use	of	cash	to	pay	dividends	could	affect	our	ability	to make	large	acquisitions	or	pursue	other	growth	opportunities	that	require	cash	investments	in	amounts	greater	than	our	available	cash	and	external	financing	resources. In	order	to	fund	construction	expenditures,	acquisitions	(including	tuck-in	acquisitions),	principal	and	interest	payments	on	our	indebtedness,	and	dividends	at	the	level currently	anticipated	under	our	dividend	policy,	we	expect	that	we	will	need	additional	financing.	However,	we	intend	to	retain	sufficient	cash	from	operating	activities after	the	distribution	of	dividends	to	fund	a	portion	of	our	capital	expenditures.

If	we	do	not	obtain	sufficient	capital,	we	may	be	unable	to	maintain	our	existing	property,	plant	and	equipment,	realize	our	capital	investment	strategies,	meet	our growth	targets	and	successfully	expand	the	rate	base	upon	which	we	are	able	to	earn	future	returns	on	our	investment	and	a	return	of	our	investment.	Even	if	we	have adequate	resources	to	make	required	capital	expenditures,	we	face	the	additional	risk	that	we	will	not	complete	our	major	capital	expenditures	on	time,	as	a	result	of construction	delays	or	other	obstacles.	Each	of	these	outcomes	could	adversely	affect	our	financial	condition	and	results	of	operations.

# Weather	conditions	could	adversely	affect	demand	for	our	water	service	and	our	revenues.

Demand	for	our	water	during	the	warmer	months	is	generally	greater	than	during	cooler	months	due	primarily	to	additional	requirements	for	water	in	connection with	irrigation	systems,	swimming	pools,	cooling	systems	and	other	outside	water	use.	Throughout	the	year,	and	particularly	during	typically	warmer	months,	demand tends	to	vary	with	temperature,	rainfall	levels	and	rainfall	frequency.	In	the	event	that	temperatures	during	the	typically	warmer	months	are	cooler	than	normal,	or	if there	is	more	rainfall	than	normal,	the	demand	for	our	water	may	decrease	and	adversely	affect	our	revenues.

# Market	conditions	may	unfavorably	impact	the	value	of	benefit	plan	assets	and	liabilities,	as	well	as	assumptions	related	to	the	benefit	plans,	which	may	require	us to	provide	significant	additional	funding.

The	performance	of	the	capital	markets	affects	the	values	of	the	assets	that	are	held	in	trust	to	satisfy	significant	future	obligations	under	our	pension	and postretirement	benefit	plans.	These	assets	are	subject	to	market	fluctuations,	which	may	cause	investment	returns	to	fall	below	our	projected	return	rates.	A	decline	in	the market	value	of	the	pension	and	postretirement	benefit	plan	assets	will	increase	the	funding	requirements	under	our	pension	and	postretirement	benefit	plans	if	future returns	on	these	assets	are	insufficient	to	offset	the	decline	in	value.	Additionally,	the	Company's	pension	and	postretirement	benefit	plan	liabilities	are	sensitive	to changes	in	interest	rates.	As	interest	rates	decrease,	thereby	reducing	returns,	our	liabilities	increase,	potentially	increasing	benefit	expense	and	funding	requirements. Further,	changes	in	demographics,	including	increased	numbers	of	retirements	or	increases	in	life	expectancy	assumptions	may	also	increase	the	funding	requirements	of our	obligations	related	to	the	pension	and	other	postretirement	benefit	plans.	Future	increases	in	pension	and	other	postretirement	costs	as	a	result	of	reduced	plan	assets may	not	be	fully	recoverable	in	rates,	and	our	results	of	operations	and	financial	position	could	be	negatively	affected.

In	addition,	market	factors	can	affect	assumptions	we	use	in	determining	funding	requirements	with	respect	to	our	pension	and	postretirement	plans.	For	example, a	relatively	modest	change	in	our	assumptions	regarding	discount	rates	can	materially	affect	our	calculation	of	funding	requirements.	To	the	extent	that	market	data compels	us	to	reduce	the	discount	rate	used	in	our	assumptions,	our	benefit	obligations	could	be	materially	increased,	which	could	adversely	affect	our	financial	position and	results	of	operations.

# Our	indebtedness	could	affect	our	business	adversely	and	limit	our	ability	to	plan	for	or	respond	to	changes	in	our	business,	and	we	may	be	unable	to	generate sufficient	cash	flows	to	satisfy	our	liquidity	needs.

As	of	December	31,	2012,	our	indebtedness	(including	preferred	stock	with	mandatory	redemption	requirements)	was	$5,595.3	million,	and	our	working	capital (defined	as	current	assets	less	current	liabilities)	was	in	a	deficit	position.	Our	indebtedness	could	have	important	consequences,	including:

•limiting	our	ability	to	obtain	additional	financing	to	fund	future	working	capital	requirements	or	capital	expenditures;

•exposing	us	to	interest	rate	risk	with	respect	to	the	portion	of	our	indebtedness	that	bears	interest	at	a	variable	rate;

•limiting	our	ability	to	pay	dividends	on	our	common	stock	or	make	payments	in	connection	with	our	other	obligations;

•impairing	our	access	to	the	capital	markets	for	debt	and	equity

•likely	requiring	that	an	increasing	portion	of	our	cash	flows	from	operations	be	dedicated	to	the	payment	of	the	principal	of	and	interest	on	our	debt, thereby	reducing	funds	available	for	future	operations,	acquisitions,	dividends	on	our	common	stock	or	capital	expenditures;

•limiting	our	ability	to	take	advantage	of	significant	business	opportunities,	such	as	acquisition	opportunities,	and	to	react	to	changes	in	market	or	industry conditions;	and

•placing	us	at	a	competitive	disadvantage	compared	to	those	of	our	competitors	that	have	less	debt.

In	order	to	meet	our	capital	expenditure	needs,	we	may	be	required	to	make	additional	borrowings	under	our	revolving	credit	facility	or	issue	new	debt	securities in	the	capital	markets.	Moreover,	additional	borrowings	may	be	required	to	refinance	outstanding	indebtedness.	Debt	maturities	and	sinking	fund	payments	in	2013	and 2014	are	$116.0	million	and	$12.8	million,	respectively.	We	can	provide	no	assurances	that	we	will	be	able	to	access	the	debt	capital	markets	on	favorable	terms,	if	at	all. If	new	debt	is	added	to	our	current	debt	levels,	the	related	risks	we	now	face	could	intensify,	limiting	our	ability	to	refinance	existing	debt	on	favorable	terms.

We	will	depend	primarily	on	operations	to	fund	our	expenses	and	to	pay	the	principal	and	interest	on	our	outstanding	debt.	Therefore,	our	ability	to	pay	our expenses	and	satisfy	our	debt	service	obligations	depends	on	our	future	performance,	which	will	be	affected	by	financial,	business,	economic,	competitive,	legislative, regulatory	and	other	factors	beyond	our	control.	If	we	do	not	have	sufficient	cash	flows	to	pay	the	principal	and	interest	on	our	outstanding	debt,	we	may	be	required	to refinance	all	or	part	of	our	existing	debt,	sell	assets,	borrow	additional	funds	or	sell	additional	equity.	In	addition,	if	our	business	does	not	generate	sufficient	cash	flows from	operations,	or	if	we	are	unable	to	incur	indebtedness	sufficient	to	enable	us	to	fund	our	liquidity	needs,	we	may	be	unable	to	plan	for	or	respond	to	changes	in	our business,	which	could	cause	our	operating	results	and	prospects	to	be	affected	adversely.

# Work	stoppages	and	other	labor	relations	matters	could	adversely	affect	our	results	of	operations.

Approximately	50%	of	our	workforce	is	represented	by	unions.	We	have	77	collective	bargaining	agreements	in	place	with	18	different	unions	representing	our unionized	employees.	We	might	not	be	able	to	renegotiate	labor	contracts	on	terms	that	are	favorable	to	us.	Any	negotiations	or	dispute	resolution	processes	undertaken in	connection	with	our	labor	contracts	could	be	delayed	or	affected	by	labor	actions	or	work	stoppages.	Labor	actions,	work	stoppages	or	the	threat	of	work	stoppages, and	our	failure	to	obtain	favorable	labor	contract	terms	during	renegotiations	may	adversely	affect	our	financial	condition,	results	of	operations,	cash	flows	and	liquidity. In	September	2010,	we	declared	"impasse"	in	negotiations	of	our	national	benefits	agreement	with	most	of	the	labor	unions	representing	employees	in	our	Regulated Businesses.	The	prior	agreement	expired	on	July	31,	2010;	however,	negotiations	did	not	produce	a	new	agreement.	We	implemented	our	"last,	best	and	final"	offer	on January	1,	2011	in	order	to	provide	health	care	coverage	for	our	employees	in	accordance	with	the	terms	of	the	offer.	The	unions	have	challenged	our	right	to	implement our	last,	best,	and	final	offer.	In	this	regard,	following	the	filing	by	the	Utility	Workers	Union	of	America	of	an	unfair	labor	practice	charge,	the	National	Labor	Relations Board	("NLRB")	issued	a	complaint	against	us	in	January	2012,	claiming	that	we	implemented	the	last,	best	and	final	offer	without	providing	sufficient	notice	of	the existence	of	a	dispute	with	the	Federal	Mediation	and	Conciliation	Service,	a	state	mediation	agency,	and	several	state	departments	of	labor.	We	have	asserted	that	we did,	in	fact,	provide	sufficient	notice.	On	October	16,	2012,	the	NLRB	Administrative	Law	Judge	hearing	the	matter	ruled	that,	although	we	did	provide	sufficient notification	to	the	Federal	Mediation	and	Conciliation	Service,	we	did	not	provide	notice	to	state	agencies,	in	violation	of	the	National	Labor	Relations	Act.	The Administrative	Law	Judge	ordered,	among	other	things,	that	we	cease	and	desist	from	implementing	the	terms	of	our	last,	best	and	final	offer	and	make	whole	all affected	employees	for	losses	suffered	as	a	result	of	our	implementation	of	our	last,	best	and	final	offer.	The	"make	whole"	order,	if	upheld	on	appeal,	would	require	us to	provide	backpay	plus	interest,	from	January	1,	2011	through	the	date	of	the	final	determination.	Based	on	current	estimates	and	assumptions,	we	estimate	the	cash impact	could	be	in	the	range	of	$2.5	to	$3.5	million	per	year,	with	the	total	impact	dependent	on	the	length	of	time	the	issue	remains

unresolved.	In	November	2012,	we	filed	an	exception	to	the	decision	of	the	Administrative	Law	Judge	in	order	to	obtain	a	review	by	the	full	NLRB.	Although	no	work stoppages	have	occurred	with	respect	to	the	expired	contracts	described	above,	we	cannot	provide	assurance	that	a	work	stoppage	or	strike	will	not	occur.	While	we	have developed	contingency	plans	to	be	implemented	as	necessary	if	a	work	stoppage	or	strike	does	occur,	we	cannot	assure	that	a	strike	or	work	stoppage	would	not	have	a material	adverse	impact	on	our	results	of	operations,	financial	position	or	cash	flows.

# Contamination	of	our	sources	of	water	could	result	in	service	interruptions	and	human	exposure	to	hazardous	substances	and	subject	our	subsidiaries	to	civil	or criminal	enforcement	actions,	private	litigation	and	cleanup	obligations.

Our	water	supplies	are	subject	to	contamination,	including	contamination	from	naturally-occurring	compounds,	chemicals	in	groundwater	systems,	pollution resulting	from	man-made	sources,	such	as	perchlorate	and	methyl	tertiary	butyl	ether	("MTBE"),	and	possible	terrorist	attacks.	If	one	of	our	water	supplies	is contaminated,	we	may	have	to	interrupt	the	use	of	that	water	supply	and	locate	an	adequate	supply	of	water	from	another	water	source,	including,	in	some	cases,	through the	purchase	of	water	from	a	third-party	supplier.	If	we	are	unable	to	access	a	substitute	water	supply	in	a	cost-effective	manner,	our	financial	condition,	results	of operations,	cash	flows,	liquidity	and	reputation	may	be	adversely	affected.	In	addition,	we	may	incur	significant	costs	in	order	to	treat	the	contaminated	source	through expansion	of	our	current	treatment	facilities,	or	development	of	new	treatment	methods.	We	might	not	be	able	to	recover	costs	associated	with	treating	or decontaminating	water	supplies	through	rates,	or	recovery	of	these	costs	may	not	occur	in	a	timely	manner.	Moreover,	we	could	be	held	liable	for	environmental	damage as	well	as	damages	arising	from	toxic	tort	or	other	lawsuits,	criminal	enforcement	actions,	contractual	obligations	or	other	consequences	arising	out	of	human	exposure to	hazardous	substances	in	our	drinking	water	supplies.

# The	failure	of,	or	the	requirement	to	repair,	upgrade	or	dismantle,	any	of	our	dams	may	adversely	affect	our	financial	condition	and	results	of	operations.

We	own	approximately	90	dams.	A	failure	of	any	of	those	dams	could	result	in	injuries	and	downstream	property	damage	for	which	we	may	be	liable.	The	failure of	a	dam	would	also	adversely	affect	our	ability	to	supply	water	in	sufficient	quantities	to	our	customers	and	could	adversely	affect	our	financial	condition	and	results	of operations.	Any	losses	or	liabilities	incurred	due	to	a	failure	of	one	of	our	dams	might	not	be	covered	by	insurance	policies	or	be	recoverable	in	rates,	and	such	losses may	make	it	difficult	for	us	to	secure	insurance	at	acceptable	rates	in	the	future.

We	also	are	required	from	time	to	time	to	decommission,	repair	or	upgrade	the	dams	that	we	own.	The	cost	of	such	repairs	can	be	and	has	been	material.	We might	not	be	able	to	recover	such	costs	through	rates.	The	inability	to	recover	these	higher	costs	or	delayed	recovery	of	the	costs	as	a	result	of	regulatory	lag	can	affect our	financial	condition,	results	of	operations,	cash	flows	and	liquidity.	The	federal	and	state	agencies	that	regulate	our	operations	may	adopt	rules	and	regulations requiring	us	to	dismantle	our	dams.

# Any	failure	of	our	network	of	water	and	wastewater	pipes	and	water	reservoirs	could	result	in	losses	and	damages	that	may	affect	our	financial	condition	and reputation.

Our	operating	subsidiaries	distribute	water	and	collect	wastewater	through	an	extensive	network	of	pipes	and	store	water	in	reservoirs	located	across	the	United States.	A	failure	of	major	pipes	or	reservoirs	could	result	in	injuries	and	property	damage	for	which	we	may	be	liable.	The	failure	of	major	pipes	and	reservoirs	may	also result	in	the	need	to	shut	down	some	facilities	or	parts	of	our	network	in	order	to	conduct	repairs.	Such	failures	and	shutdowns	may	limit	our	ability	to	supply	water	in sufficient	quantities	to	our	customers	and	to	meet	the	water	and	wastewater	delivery	requirements	prescribed	by	government	regulators,	including	state	PUCs	with jurisdiction	over	our	operations,	and	adversely	affect	our	financial	condition,	results	of	operations,	cash	flows,	liquidity	and	reputation.	Any	business	interruption	or other	losses	might	not	be	covered	by	insurance	policies	or

be	recoverable	in	rates,	and	such	losses	may	make	it	difficult	for	us	to	secure	insurance	at	acceptable	rates	in	the	future.	Moreover,	to	the	extent	such	business interruptions	or	other	losses	are	not	covered	by	insurance,	they	may	not	be	recovered	through	rate	adjustments.

# Our	inability	to	access	the	capital	or	financial	markets	could	affect	our	ability	to	meet	our	liquidity	needs	at	reasonable	cost	and	our	ability	to	meet	long-term commitments,	which	could	adversely	affect	our	financial	condition	and	results	of	operations.

In	addition	to	cash	from	operations,	we	rely	on	our	revolving	credit	facility,	commercial	paper	programs,	and	the	capital	markets	to	satisfy	our	liquidity	needs.	In this	regard,	our	principal	external	source	of	liquidity	is	our	revolving	credit	facility.	We	regularly	use	our	commercial	paper	program	as	a	principal	source	of	short-term borrowing	due	to	the	generally	more	attractive	rates	we	obtain	in	the	commercial	paper	market.	However,	disruptions	in	the	capital	markets	could	limit	our	ability	to access	capital.	While	our	credit	facility	lending	banks	have	met	all	of	their	obligations,	disruptions	in	the	credit	markets,	changes	in	our	credit	ratings,	or	deterioration	of the	banking	industry's	financial	condition	could	discourage	or	prevent	lenders	from	meeting	their	existing	lending	commitments,	extending	the	terms	of	such commitments,	or	agreeing	to	new	commitments.	In	order	to	meet	our	short-term	liquidity	needs,	particularly	if	borrowings	through	the	commercial	paper	market	are unavailable,	we	maintain	a	$1.0	billion	revolving	credit	facility.	Commitments	under	this	revolving	credit	facility	mature	in	October	2017	(subject	to	up	to	two	1-year extensions	at	our	request).	Our	inability	to	maintain,	renew	or	replace	these	commitments	could	materially	increase	our	cost	of	capital	and	adversely	affect	our	financial condition,	results	of	operations	and	liquidity.

American	Water	Capital	Corp.	("AWCC"),	our	financing	subsidiary,	had	no	outstanding	borrowings	under	the	revolving	credit	facility	and	$27.6	million	of outstanding	letters	of	credit	under	the	credit	facility	as	of	February	21,	2013.	AWCC	had	$295.1	million	of	outstanding	commercial	paper	as	of	February	21,	2013.	We cannot	assure	that	our	lenders	will	meet	their	existing	commitments	or	that	we	will	be	able	to	access	the	commercial	paper	or	loan	markets	in	the	future	on	terms acceptable	to	us	or	at	all.

Longer	term	disruptions	in	the	capital	and	credit	markets	as	a	result	of	uncertainty,	reduced	financing	alternatives,	or	failures	of	significant	financial	institutions could	adversely	affect	our	access	to	the	liquidity	needed	for	our	business.	Any	significant	disruption	in	the	capital	and	credit	markets,	or	financial	institution	failures could	require	us	to	take	measures	to	conserve	cash	until	the	market	stabilizes	or	until	alternative	financing	can	be	arranged.	Such	measures	could	include	deferring capital	expenditures,	reducing	or	suspending	dividend	payments,	and	reducing	other	discretionary	expenditures.

Any	impediments	to	our	access	to	the	capital	markets,	failure	of	our	lenders	to	meet	their	commitments,	increased	interest	expense,	or	cash	conservation	measures resulting	from	financial	market	disruptions	or	otherwise	could	adversely	affect	our	business,	financial	condition,	results	of	operations,	cash	flow,	and	liquidity.

# Changes	in	laws	and	regulations	over	which	we	have	no	control	and	changes	in	certain	agreements	can	significantly	affect	our	business	and	results	of	operations.

New	legislation,	regulations,	government	policies	or	court	decisions	can	materially	affect	our	operations.	The	individuals	who	serve	as	regulators	are	elected	or are	political	appointees.	Therefore,	elections	which	result	in	a	change	of	political	administration	or	new	appointments	may	also	result	in	changes	in	the	individuals	who serve	as	regulators	and	the	policies	of	the	regulatory	agencies	that	they	serve.	New	laws	or	regulations,	new	interpretations	of	existing	laws	or	regulations,	changes	in agency	policy,	including	those	made	in	response	to	shifts	in	public	opinion,	or	conditions	imposed	during	the	regulatory	hearing	process	may	affect	our	business	in	a number	of	ways	that	could	have	an	adverse	effect	on	our	business,	financial	condition,	results	of	operations,	cash	flows	and	liquidity,	including	the	following:

•	 making	it	more	difficult	for	us	to	raise	our	rates	and,	as	a	consequence,	to	recover	our	costs	or	earn	our	expected	rates	of	return;

•changing	the	determination	of	the	costs,	or	the	amount	of	costs,	that	would	be	considered	recoverable	in	rate	cases;

•changing	water	quality	or	delivery	service	standards	or	wastewater	collection,	treatment,	discharge	and	disposal	standards	with	which	we	must	comply;

•restricting	our	ability	to	terminate	our	services	to	customers	who	owe	us	money	for	services	previously	provided	or	limiting	our	bill	collection	efforts;

•requiring	us	to	provide	water	services	at	reduced	rates	to	certain	customers;

•restricting	our	ability	to	buy	or	sell	assets	or	issue	securities;

•changing	regulations	that	affect	the	benefits	we	expected	to	receive	when	we	began	offering	services	in	a	particular	area;

•changing	or	placing	additional	limitations	on	change	in	control	requirements	relating	to	any	concentration	of	ownership	of	our	common	stock;

•	 making	it	easier	for	governmental	entities	to	convert	our	assets	to	public	ownership	via	eminent	domain;

•placing	limitations,	prohibitions	or	other	requirements	on	the	sharing	of	information	and	transactions	by	or	between	a	regulated	utility	and	its	affiliates, including	us,	our	service	company	and	any	of	our	other	subsidiaries;

•restricting	or	prohibiting	our	extraction	of	water	from	rivers,	streams,	reservoirs	or	aquifers;	and

•revoking	or	altering	the	terms	of	the	certificates	of	public	convenience	and	necessity	(or	similar	authorizations)	issued	to	us	by	state	PUCs.

# We	have	recorded	a	significant	amount	of	goodwill,	and	we	may	never	realize	the	full	value	of	our	intangible	assets,	causing	us	to	record	impairments	that	may negatively	affect	our	results	of	operations.

Our	total	assets	include	substantial	goodwill.	At	December	31,	2012,	our	goodwill	totaled	$1,207.3	million.	The	goodwill	is	primarily	associated	with	the acquisition	of	American	Water	by	an	affiliate	of	our	previous	owner	in	2003	and	the	acquisition	of	E'Town	Corporation	by	a	predecessor	to	our	previous	owner	in	2001. Goodwill	represents	the	excess	of	the	purchase	price	the	purchaser	paid	over	the	fair	value	of	the	net	tangible	and	intangible	assets	acquired.	Goodwill	is	recorded	at	fair value	on	the	date	of	an	acquisition	and	is	reviewed	annually	or	more	frequently	if	changes	in	circumstances	indicate	the	carrying	value	may	not	be	recoverable.	As required	by	the	applicable	accounting	rules,	we	have	taken	significant	non-cash	charges	to	operating	results	for	goodwill	impairments	in	the	past.	In	the	aggregate, goodwill	impairment	charges	including	those	recognized	in	our	discontinued	operations	taken	in	each	year	from	2006	through	2009	totaled	approximately	$1.93	billion and	reduced	net	income	by	approximately	$1.91	billion.

We	may	be	required	to	recognize	an	impairment	of	goodwill	in	the	future	due	to	market	conditions	or	other	factors	related	to	our	performance.	These	market events	could	include	a	decline	over	a	period	of	time	of	our	stock	price,	a	decline	over	a	period	of	time	in	valuation	multiples	of	comparable	water	utilities,	the	lack	of	an increase	in	our	market	price	consistent	with	our	peer	companies,	or	decreases	in	control	premiums.	A	decline	in	the	forecasted	results	in	our	business	plan,	such	as changes	in	rate	case	results	or	capital	investment	budgets	or	changes	in	our	interest	rates,	could	also	result	in	an	impairment	charge.	Recognition	of	impairments	of	a significant	portion	of	goodwill	would	negatively	affect	our	reported	results	of	operations	and	total	capitalization,	the	effect	of	which	could	be	material	and	could	make	it more	difficult	to	maintain	our	credit	ratings,	secure	financing	on	attractive	terms,	maintain	compliance	with	debt	covenants	and	meet	expectations	of	our	regulators.

# The	assets	of	our	Regulated	Businesses	are	subject	to	condemnation	through	eminent	domain.

Municipalities	and	other	government	subdivisions	have	historically	been	involved	in	the	provision	of	water	and	wastewater	services	in	the	United	States,	and organized	efforts	may	arise	from	time	to	time	in	one	or	more	of	the	service	areas	in	which	our	Regulated	Businesses	operate	to	convert	our	assets	to	public	ownership and

operation	through	exercise	of	the	governmental	power	of	eminent	domain.	Should	a	municipality	or	other	government	subdivision	seek	to	acquire	our	assets	through eminent	domain,	we	may	resist	the	acquisition.	For	example,	over	the	last	several	years	threats	of	condemnation	have	been	made	with	respect	to	certain	parts	of	our water	system	near	Chicago,	Illinois.	In	2008,	the	governing	bodies	of	two	Illinois	municipalities,	Homer	Glen	and	Bolingbrook,	passed	resolutions	to	pursue	a	detailed valuation	study	of	the	water	pipeline	that	delivers	water	in	those	communities.	Several	nearby	municipalities	joined	in	this	study.	Homer	Glen	has	also	commissioned	a study	to	determine	the	cost	and	feasibility	of	condemning	Illinois-American's	retail	distribution	system	serving	that	community.	Five	municipalities	passed	ordinances enabling	them	to	form	a	water	agency	to	pursue	eminent	domain,	and	the	agency	was	officially	formed	in	June	2012.	In	August	2012,	the	agency	made	an	offer	of	$34 million	for	our	pipeline.	The	water	agency	later	sent	a	letter	increasing	its	offer	to	$37.6	million,	and	provided	a	copy	of	an	appraisal.	In	December	2012,	the	water agency	voted	in	favor	of	filing	an	eminent	domain	lawsuit.	In	January	2013,	the	water	agency	filed	an	eminent	domain	case.	Contesting	an	exercise	of	condemnation through	eminent	domain	may	result	in	costly	legal	proceedings	and	may	divert	the	attention	of	the	affected	Regulated	Business's	management	from	the	operation	of	its business.	Moreover,	our	efforts	to	resist	the	acquisition	may	not	be	successful.

If	a	municipality	or	other	government	subdivision	succeeds	in	acquiring	the	assets	of	one	or	more	of	our	Regulated	Businesses	through	eminent	domain,	there	is	a risk	that	we	will	not	receive	adequate	compensation	for	the	business,	that	we	will	not	be	able	to	keep	the	compensation,	or	that	we	will	not	be	able	to	divest	the	business without	incurring	significant	one-time	charges.

# We	may	not	be	able	to	fully	utilize	our	U.S.	and	state	net	operating	loss	carryforwards.

As	of	December	31,	2012,	we	had	U.S.	federal	and	state	net	operating	loss	("NOL")	carryforwards	of	approximately	$1,047.8	million	and	$663.4	million, respectively.	Our	federal	NOL	carryforwards	begin	to	expire	in	2028,	and	our	state	NOL	carryforwards	will	expire	between	2013	and	2032.	Our	ability	to	utilize	our NOL	carryforwards	is	primarily	dependent	upon	our	ability	to	generate	sufficient	taxable	income.	Moreover,	because	our	previous	owner's	divestiture	of	its	stock	was considered	an	"ownership	change"	under	Section	382	of	the	Internal	Revenue	Code,	the	amount	of	NOL	carryforwards	that	may	be	utilized	in	any	year	is	limited.	Our management	believes	the	federal	NOL	carryforwards	are	more	likely	than	not	to	be	recovered	and	therefore	currently	require	no	valuation	allowance.	At	December	31, 2012,	$192.6	million	of	the	state	NOL	carryforwards	have	been	offset	by	a	valuation	allowance	because	the	Company	does	not	believe	these	NOLs	will	more	likely	than not	be	realized	in	the	future,	and	we	have,	in	the	past,	been	unable	to	utilize	certain	of	our	NOLs.	The	establishment	or	increase	of	a	valuation	allowance	in	the	future would	reduce	our	deferred	income	tax	assets	and	our	net	income.

Our	actual	results	may	differ	from	those	estimated	by	management	in	making	its	assessment	as	to	our	ability	to	use	the	NOL	carryforwards.	Moreover,	changes	in income	tax	laws,	the	economy	and	general	business	environment	could	affect	the	future	utilization	of	the	NOL	carryforwards.	If	we	are	unable	to	fully	utilize	our	NOL carryforwards	to	offset	taxable	income	generated	in	the	future,	our	financial	position,	results	of	operations	and	cash	flows	could	be	materially	adversely	affected.

# Our	Market-Based	Operations,	through	American	Water	(excluding	our	regulated	subsidiaries)	provide	performance	guarantees,	including	financial	guarantees	or deposits,	to	our	public-sector	and	public	clients,	who	may	seek	to	enforce	the	guarantees	if	our	Market-Based	Operations	do	not	satisfy	certain	obligations.

Under	the	terms	of	some	of	our	agreements	for	the	provision	of	services	to	water	and	wastewater	facilities	with	municipalities,	other	governmental	entities	and other	customers,	American	Water	(excluding	our	regulated	subsidiaries)	provides	guarantees	of	specified	performance	obligations	of	our	Market-Based	Operations, including	financial	guarantees	or	deposits.	In	the	event	our	Market-Based	Operations	fail	to	perform	these	obligations,	the	entity	holding	the	guarantees	may	seek	to enforce	the	performance	commitments	against	us	or	proceed	against	the	deposit.	In	that	event,	our	financial	condition,	results	of	operations,	cash	flows,	and	liquidity could	be	adversely	affected.

At	December	31,	2012,	we	had	remaining	performance	commitments	as	measured	by	remaining	contract	revenue	totaling	approximately	$2,952.4	million,	and this	amount	is	likely	to	increase	if	our	Market-Based	Operations	grow.	The	presence	of	these	commitments	may	adversely	affect	our	financial	condition	and	make	it more	difficult	for	us	to	secure	financing	on	attractive	terms.

# Our	Market-Based	Operations'	long-term	contracts	with	the	Department	of	Defense	may	be	terminated	for	the	convenience	of	the	U.S.	Government	and	are	subject to	periodic	contract	price	redetermination.

All	of	our	contracts	with	the	Department	of	Defense	for	the	operation	and	maintenance	of	water	and	wastewater	systems	may	be	terminated,	in	whole	or	in	part, prior	to	the	end	of	the	50-year	term	for	convenience	of	the	U.S.	Government	or	as	a	result	of	default	or	non-performance	by	the	subsidiary	performing	the	contract.	In addition,	the	contract	price	for	each	of	these	military	contracts	is	typically	subject	to	redetermination	two	years	after	commencement	of	operations	and	every	three	years thereafter.	Price	redetermination	is	a	contract	mechanism	to	periodically	adjust	the	service	fee	in	the	next	period	to	reflect	changes	in	contract	obligations	and	anticipated market	conditions.	Any	early	contract	termination	or	unfavorable	price	redetermination	could	adversely	affect	our	results	of	operations.

# We	operate	a	number	of	water	and	wastewater	systems	under	O&M	contracts	and	face	the	risk	that	the	owners	of	those	systems	may	fail	to	maintain	those	systems, which	may	negatively	affect	us	as	the	operators	of	the	systems.

We	operate	a	number	of	water	and	wastewater	systems	under	O&M	contracts.	Pursuant	to	these	contracts,	we	operate	the	system	according	to	the	standards	set forth	in	the	applicable	contract,	and	it	is	generally	the	responsibility	of	the	owner	to	undertake	capital	improvements.	In	some	cases,	we	may	not	be	able	to	convince	the owner	to	make	needed	improvements	in	order	to	maintain	compliance	with	applicable	regulations.	Although	violations	and	fines	incurred	by	water	and	wastewater systems	may	be	the	responsibility	of	the	owner	of	the	system	under	these	contracts,	those	non-compliance	events	may	reflect	poorly	on	us	as	the	operator	of	the	system and	damage	our	reputation,	and	in	some	cases,	may	result	in	liability	to	the	same	extent	as	if	we	were	the	owner.

# Risks	associated	with	our	portfolio	optimization	efforts	may	adversely	affect	us.

Under	our	portfolio	optimization	initiative,	we	will	continue	to	seek	to	acquire	or	invest	in	additional	water	and/or	wastewater	systems	while	disposing	of	other systems.	These	transactions	are	designed	to	enable	us	to	achieve	a	more	rationalized	portfolio,	cost	structure	improvements	and	an	enhanced	financial	profile.	We	will consider	acquiring	systems	in	markets	in	the	United	States	where	we	do	not	currently	operate	our	Regulated	Businesses	and	through	tuck-ins.	We	also	will	continue	to seek	to	enter	into	related	market-based	businesses	and	services	that	complement	our	businesses.	Acquisition	transactions	may	result	in:

•incurrence	of	debt	and	contingent	liabilities;

•dilutive	issuances	of	our	equity	securities;

•failure	to	realize	anticipated	benefits;

•failure	of	acquired	entities	to	have	or	to	maintain	effective	internal	control	over	financial	reporting;

•fluctuations	in	quarterly	results;

•exposure	to	unknown	risks	and	liabilities,	such	as	environmental	liabilities;	and

•other	acquisition-related	expenses.

With	respect	to	dispositions,	we	may	be	unable	to	sell,	on	acceptable	terms,	systems	that	we	no	longer	believe	are	suitable	for	our	portfolio.

We	may	also	experience	difficulty	in	obtaining	required	regulatory	approvals	for	acquisitions	or	dispositions,	and	any	regulatory	approvals	we	obtain	may	require us	to	agree	to	costly	and	restrictive	conditions	imposed	by	regulators.	We	may	not	identify	all	significant	risks	when	reviewing	a	potential	transaction,	and	we	could	be exposed	to	potential	liabilities	for	which	we	will	not	be	indemnified	or,	in	the	case	of	dispositions,	we	may	be	required	to	continue	to	assume	liabilities	with	respect	to systems	that	we	sell.	We	also	may	encounter	difficulties	in	integrating	new	businesses,	including	bringing	newly	acquired	businesses	up	to	the	necessary	level	of regulatory	compliance,	retaining	and	integrating	key	personnel,	achieving	strategic	objectives	and	integrating	acquired	assets	and	technological	systems.	The	demands	of identifying	and	transitioning	newly	acquired	businesses	or	pursuing	investment	opportunities	may	also	divert	management's	attention	from	other	business	concerns	and otherwise	disrupt	our	business.	Any	of	these	risks	may	adversely	affect	our	financial	condition,	results	of	operations	and	cash	flows.

# Our	Market-Based	Operations	are	party	to	long-term	contracts	to	operate	and	maintain	water	and	wastewater	systems	under	which	we	may	incur	costs	in	excess	of payments	received.

Some	of	our	Market-Based	Operations	enter	into	long-term	contracts	pursuant	to	which	they	agree	to	operate	and	maintain	a	municipality's,	federal	government's or	other	party's	water	or	wastewater	treatment	and	delivery	facilities,	which	includes	responsibility	for	certain	major	maintenance	for	some	of	those	facilities,	in exchange	for	an	annual	fee.	Our	Market-Based	Operations	are	generally	subject	to	the	risk	that	costs	associated	with	operating	and	maintaining	the	facilities,	including production	costs	such	as	purchased	water,	electricity,	fuel	and	chemicals	used	in	water	treatment,	may	exceed	the	fees	received	from	the	municipality	or	other contracting	party.	In	addition,	directly	or	through	our	market-based	subsidiaries,	we	often	guarantee	our	Market-Based	Operations'	obligations	under	those	contracts. Losses	under	these	contracts	or	guarantees	may	adversely	affect	our	financial	condition,	results	of	operations,	cash	flows	and	liquidity.

# We	rely	on	our	information	technology	("IT")	systems	to	assist	with	the	management	of	our	business	and	customer	and	supplier	relationships,	and	a	disruption	of these	systems	could	adversely	affect	our	business.

Our	IT	systems	are	an	integral	part	of	our	business,	and	a	serious	disruption	of	our	IT	systems	could	significantly	limit	our	ability	to	manage	and	operate	our business	efficiently,	which,	in	turn,	could	cause	our	business	and	competitive	position	to	suffer	and	adversely	affect	our	results	of	operations.	We	depend	on	our	IT systems	to	bill	customers,	process	orders,	provide	customer	service,	manage	construction	projects,	manage	our	financial	records,	track	assets,	remotely	monitor	certain of	our	plants	and	facilities	and	manage	human	resources,	inventory	and	accounts	receivable	collections.	Our	IT	systems	also	enable	us	to	purchase	products	from	our suppliers	and	bill	customers	on	a	timely	basis,	maintain	cost-effective	operations	and	provide	service	to	our	customers.	A	number	of	our	current	IT	systems	are antiquated,	and	it	is	increasingly	difficult	to	obtain	upgrades	to,	and	support	for,	these	systems.	While	we	intend	to	replace	these	systems	through	the	business transformation	process	described	above,	for	the	time	being	we	remain	subject	to	risks	that	are	underscored	by	the	age	of	our	IT	systems.	Specifically,	our	IT	systems	are vulnerable	to	damage	or	interruption	from:

•power	loss,	computer	systems	failures,	and	internet,	telecommunications	or	data	network	failures;

•operator	negligence	or	improper	operation	by,	or	supervision	of,	employees;

•physical	and	electronic	loss	of	customer	data	due	to	security	breaches,	misappropriation	and	similar	events;

•computer	viruses;

•intentional	acts	of	vandalism	and	similar	events;	and

•hurricanes,	fires,	floods,	earthquakes	and	other	natural	disasters.

These	events	may	result	in	physical	and	electronic	loss	of	customer	or	financial	data,	security	breaches,	misappropriation	and	other	adverse	consequences.	In addition,	the	lack	of	redundancy	for	certain	of	our	IT	systems,	including	billing	systems,	could	exacerbate	the	impact	of	any	of	these	events	on	us.

In	addition,	we	may	not	be	successful	in	developing	or	acquiring	technology	that	is	competitive	and	responsive	to	the	needs	of	our	business,	and	we	might	lack sufficient	resources	to	make	the	necessary	upgrades	or	replacements	of	our	outdated	existing	technology	to	allow	us	to	continue	to	operate	at	our	current	level	of efficiency.

# ITEM	1B. UNRESOLVED	STAFF	COMMENTS

# ITEM	2. PROPERTIES

Our	properties	consist	of	transmission	and	distribution	mains	and	conduits,	water	and	wastewater	treatment	plants,	pumping	wells,	tanks,	meters,	supply	lines, dams,	reservoirs,	buildings,	vehicles,	land,	easements,	software	rights	and	other	facilities	and	equipment	used	for	the	operation	of	our	systems,	including	the	collection, treatment,	storage	and	distribution	of	water,	and	the	collection	and	treatment	of	wastewater.	Substantially	all	of	our	properties	are	owned	by	our	subsidiaries,	and	a substantial	portion	of	our	property	is	subject	to	liens	of	our	mortgage	bonds.	We	lease	our	corporate	offices,	equipment	and	furniture,	located	in	Voorhees,	New	Jersey from	certain	of	our	wholly-owned	subsidiaries.	These	properties	are	utilized	by	our	directors,	officers	and	staff	in	the	conduct	of	the	business.

Our	regulated	subsidiaries	own,	in	the	states	in	which	they	operate,	transmission	and	distribution	mains,	pump	stations,	treatment	plants,	storage	tanks,	reservoirs and	related	facilities.	A	substantial	acreage	of	land	is	owned	by	our	Regulated	Businesses,	the	greater	part	of	which	is	located	in	watershed	areas,	with	the	balance	being principally	sites	of	pumping	and	treatment	plants,	storage	reservoirs,	tanks	and	standpipes.	Additionally,	property	and	facilities	including	such	items	as	well	fields,	tanks, offices	and	operation	centers,	are	also	leased	by	our	regulated	subsidiaries.	Our	Market-Based	Operations'	properties	consist	mainly	of	spreading	and	waste transportation	equipment,	office	furniture	and	IT	equipment	and	are	primarily	located	in	New	Jersey	and	Canada.	Approximately	50%	of	our	properties	are	located	in New	Jersey	and	Pennsylvania.

We	maintain	property	insurance	against	loss	or	damage	to	our	properties	by	fire	or	other	perils,	subject	to	certain	exceptions.	For	insured	losses,	we	are	self- insured	to	the	extent	that	any	losses	are	within	the	policy	deductible	or	exceed	the	amount	of	insurance	maintained.	Any	such	losses	could	have	a	material	adverse	effect on	our	consolidated	results	of	operations,	financial	position	or	cashflows.

We	believe	that	our	properties	are	generally	maintained	in	good	operating	condition	and	in	accordance	with	current	standards	of	good	water	and	wastewater	works industry	practice,	and	units	of	property	are	replaced	as	and	when	necessary.

# ITEM	3. LEGAL	PROCEEDINGS

# Alternative	Water	Supply	in	Lieu	of	Carmel	River	Diversions

In	1995,	the	California	State	Water	Resources	Control	Board	issued	an	administrative	order	(the	"1995	Order")	to	California-American	Water	Company ("CAWC")	requiring	CAWC	to	implement	an	alternative	water	supply	in	lieu	of	diversions	from	the	Carmel	River.	The	State	Water	Resources	Control	Board	held administrative	hearings	in	the	summer	of	2008	to	address	claims	that	CAWC	has	exceeded	its	water	diversion	rights	in	the	Carmel	River	and	has	not	diligently	pursued establishing	an	alternative	water	supply	as	required	by	the	1995	Order.	The	State	Water	Resources	Control	Board	adopted	a	Cease	and	Desist	Order	applicable	to CAWC	on	October	20,	2009	(the	"2009	Order").	The	2009	Order	finds	that	CAWC	has	not	sufficiently	implemented	actions	to	terminate	its	unpermitted	diversions from	the	Carmel	River	as	required	by	the	1995	Order.	The	2009	Order	requires,	among	other	things,	that	CAWC	significantly	decrease	its	yearly	diversions	from	the Carmel	River	according	to	a	set	reduction	schedule	running	from	the	date	the	2009	Order	was	adopted

until	December	31,	2016,	at	which	point	all	unpermitted	diversions	must	end.	Failure	to	effect	the	decrease	in	diversions	mandated	by	the	2009	Order	could	result	in substantial	penalties.	We	can	provide	no	assurances	that	CAWC	will	be	able	to	comply	with	the	diversion	reduction	requirements	and	other	remaining	requirements under	the	2009	Order	or	that	any	such	compliance	will	not	result	in	material	additional	costs	or	obligations	to	us.

In	July	2012,	CAWC,	the	State	Water	Resources	Control	Board	and	other	parties	to	CAWC's	previously	filed	appeal	of	the	2009	Order	and	a	related	action entered	into	a	Stipulation	For	Dismissal,	Without	Prejudice,	Agreement	to	Toll	Statute	of	Limitations	and	Proposed	Order	(the	"Stipulation").	Under	the	Stipulation, among	other	things,	the	actions	against	the	State	Water	Resources	Control	Board	generally	are	to	be	dismissed	without	prejudice	and	the	statute	of	limitations	related	to any	future	judicial	review	of	the	2009	Order	as	to	claims	alleged	in	CAWC's	appeal	of	the	2009	Order	and	in	a	related	action	will	be	tolled.	The	Superior	Court	of	the State	of	California	for	Santa	Clara	County	approved	the	Stipulation	on	August	1,	2012,	and	the	actions	will	be	dismissed	upon	resolution	of	a	request	for	attorneys'	fees made	by	the	Sierra	Club,	an	intervening	party	in	one	of	the	actions.

In	connection	with	the	pending	application	for	the	Monterey	Peninsula	Water	Supply	Project	described	below,	CAWC	provided	a	letter	to	the	State	Water Resources	Control	Board	on	January	29,	2013,	stating	that	even	if	the	California	Public	Utilities	Commission	("CPUC")	were	to	adhere	to	its	schedule	for	a	final	CPUC action	with	respect	to	the	application	in	December	2013	or	January	2014,	CAWC	does	not	expect	to	have	an	operational	water	supply	project	that	will	enable	CAWC	to terminate	its	unpermitted	diversions	from	the	Carmel	River	by	December	31,	2016,	as	required	by	the	2009	Order.

On	December	2,	2010,	the	CPUC	approved	the	Regional	Desalination	Project	(the	"Project"),	involving	the	construction	of	a	desalination	facility	on	the California	central	coast,	north	of	Monterey.	The	Project	was	to	be	implemented	through	a	Water	Purchase	Agreement	and	ancillary	agreements	(collectively,	the "Agreements")	among	the	Marina	Coast	Water	District	("MCWD"),	the	Monterey	County	Water	Resources	Agency	("MCWRA")	and	CAWC.	The	desalination	facility was	to	be	constructed	and	owned	by	MCWD,	and	MCWRA	was	to	construct	the	wells	that	were	to	supply	water	to	the	desalination	facility.	The	Project	was	intended, among	other	things,	to	fulfill	CAWC's	obligations	under	the	1995	Order,	in	addition	to	other	obligations.

The	Project	was	subject	to	delay	due	to,	among	other	things,	funding	delays	and	investigations	and	inquiries	initiated	by	public	authorities	relating	to	an	alleged conflict	of	interest	concerning	a	former	member	of	the	MCWRA	Board	of	Directors	(the	"Former	Director").	The	Former	Director	was	paid	for	consulting	work	by	a contractor	to	MCWD	while	serving	on	the	MCWRA	Board	of	Directors.	The	contractor	subsequently	was	retained	as	project	manager	for	the	Project.	(On	November	15, 2011,	the	Monterey	County	District	Attorney	charged	the	Former	Director	with	two	felony	counts	of	conflict	of	interest	relating	to	the	Project,	as	well	as	additional felony	and	misdemeanor	counts	for	other	activities.)

On	July	7,	2011,	MCWRA	advised	MCWD	and	CAWC	that	the	Agreements	were	void	as	a	result	of	the	conduct	of	the	Former	Director.	Subsequently,	on August	12,	2011,	CAWC	advised	MCWD	and	MCWRA	that	they	have	defaulted	in	performance	of	certain	financing	obligations	under	the	Water	Purchase	Agreement. By	letter	delivered	to	MCWD	and	MCWRA	on	September	28,	2011,	CAWC	terminated	the	Agreements,	based	on	MCWRA's	repudiation	of	the	Agreements.	In	other communications	among	the	parties,	each	of	MCWD	and	MCWRA	have	stated	that	it	complied	with	the	financing	obligations,	and	MCWD	further	responded	that, among	other	things,	CAWC	did	not	comply	on	a	timely	basis	with	an	obligation	under	the	Water	Purchase	Agreement	that	CAWC	provide	a	letter	of	credit.	MCWD	also asserted	that	the	Agreements	remain	in	effect.	On	January	17,	2012,	following	unsuccessful	mediation	efforts	among	the	parties,	CAWC	publicly	announced	that	it	had withdrawn	support	of	the	Project.

Disputes	among	the	parties	with	respect	to	the	Project	continued	throughout	2012.	In	public	filings	before	the	CPUC,	MCWD	asserted,	among	other	things,	that	if the	CPUC	determines	that	the	Project	is	no	longer	the	preferred	water	supply	solution,	it	should	require	CAWC	to	reimburse	MCWD	for	all	costs	expended	by	MCWD 35

in	connection	with	the	Project.	MCWRA	asserted	that	it	was	entitled	to	reimbursement	of	all	costs	or	expenses	relating	to	the	Project,	including	enumerated	expenses under	the	WPA.	Each	of	MCWD	and	MCWRA	also	claimed	entitlement	to	forgiveness	of	the	indebtedness	to	CAWC	that	it	incurred	in	connection	with	the	Project.	In response,	CAWC	challenged	MCWD's	claim	that	it	is	entitled	to	reimbursement	for	certain	purported	litigation	expenses,	and	has	stated	generally	that,	in	light	of	the failure	of	MCWD	and	MCWRA	to	fulfill	their	contractual	obligations	under	the	WPA,	their	entitlement	to	reimbursement	is	unclear.	On	July	12,	2012,	the	CPUC	closed the	proceedings	relating	to	the	Project.	In	its	decision,	the	CPUC	stated	that	there	may	be	costs	that	have	been	incurred	with	respect	to	the	Project	that	may	be recoverable	in	rates,	but	that	it	would	examine	the	recoverability	of	such	costs	in	other	proceedings.	CAWC	plans	to	file	a	new	application	seeking	recovery	of	legal costs	relating	to	the	Project	after	any	pending	legal	disputes	are	resolved.

On	September	17,	2012,	CAWC	and	MCWRA	entered	into	a	Tolling	and	Standstill	Agreement	whereby	each	party	agreed	to	toll	the	statute	of	limitations	on	any claims	either	party	may	have	against	the	other	with	respect	to	the	Project	and	agreed	not	to	commence	litigation	against	the	other	while	the	agreement	is	in	effect	(other than	a	civil	proceeding	for	declaratory	relief	relating	to	the	validity	of	the	Agreements,	which,	as	noted	below,	CAWC	filed	on	October	4,	2012).

CAWC	sought	to	enter	into	a	similar	tolling	and	standstill	agreement	with	MCWD,	but	MCWD	refused	to	do	so.	Therefore,	on	September	18,	2012,	CAWC	filed a	formal	claim	with	the	MCWD	Board	seeking	monetary	damages	against	MCWD.	In	its	claim,	CAWC	alleges	that	the	Project	was	terminated	due	to,	among	other things,	MCWD's	breach	of	one	of	the	Agreements	by	failing	to	use	its	best	efforts	to	obtain	project	financing,	that	MCWD	has	failed	to	repay	approximately	$6	million loaned	by	CAWC	to	MCWD	in	connection	with	the	Project,	and	that	CAWC	made	substantial	expenditures	in	connection	with	the	Project,	which	it	is	entitled	to	recover from	MCWD.	CAWC	has	claimed	damages	potentially	in	excess	of	$20	million.	On	November	2,	2012,	MCWD	provided	notice	that	the	Board	of	MCWD	rejected CAWC's	claims	for	damages.	CAWC	has	six	months	from	such	date	to	file	a	court	action	on	this	claim.

On	October	4,	2012,	CAWC	filed	a	Complaint	for	Declaratory	Relief	in	the	Monterey	County	Superior	Court	against	MCWRA	and	MCWD,	seeking	a determination	by	the	Court	as	to	whether	the	Agreements	are	void	as	a	result	of	the	Former	Director's	alleged	conflict	of	interest,	or	remained	valid.	On	November	21, 2012,	MCWD	filed	an	Answer	to	CAWC's	Complaint,	a	Motion	to	Change	Venue,	and	a	Cross-Complaint	for	Declaratory	Relief.	MCWD's	cross-complaint	seeks	a judicial	declaration	that	any	challenge	to	the	validity	of	the	Agreements	are	time-barred	or	barred	by	the	California	Public	Utilities	Code.	MCWRA	filed	its	Answer	to CAWC's	cross-complaint	on	December	7,	2012.	In	its	answer,	MCWRA	alleges,	among	other	things,	that	this	action	must	be	stayed	pending	conclusion	of	the	criminal proceeding	relating	to	the	alleged	conflict	of	interest	by	the	Former	Director.	After	CAWC	indicated	that	it	did	not	object	to	a	change	of	venue,	the	Monterey	County Superior	Court	approved	MCWD's	motion	to	transfer	the	case	to	San	Francisco	County	Superior	Court	and	the	transfer	was	accepted	by	the	San	Francisco	County Superior	Court	on	January	30,	2013.

In	December	2012,	CAWC,	MCWRA,	and	the	County	of	Monterey	entered	into	a	settlement	agreement	under	which	CAWC	will	forgive	approximately	$1.9 million	previously	loaned	by	CAWC	to	MCWRA	in	connection	with	the	Project,	and	CAWC	will	make	additional	payments	of	up	to	approximately	$1.5	million	to MCWRA	(approximately	half	of	which	will	be	paid	directly	to	MCWRA;	the	remaining	amount	will	be	placed	in	an	escrow	account	to	pay	claims	of	consultants	and contractors	against	MCWRA	relating	to	the	Project).	The	settlement	agreement,	the	debt	forgiveness	and	the	additional	payments	will	be	conditioned	on	CPUC approval,	including	approval	of	CAWC	rate	recovery	of	the	debt	forgiveness	and	the	additional	payments.	On	December	4,	2012,	the	Monterey	County	Board	of Supervisors	approved	the	settlement	agreement.	The	settlement	agreement	does	not	affect	CAWC's	Complaint	for	Declaratory	Relief	on	the	issue	of	whether	the Agreements	are	void	or	valid.	CAWC	expects	to	file	an	application	for	CPUC	approval	of	the	settlement	agreement	before	the	end	of	the	first	quarter	of	2013.

On	April	23,	2012,	CAWC	filed	an	application	with	the	CPUC	for	approval	of	the	Monterey	Peninsula	Water	Supply	Project	(the	"New	Project").	The	New Project	involves	construction	of	a	desalination	plant	and

related	facilities,	all	to	be	owned	by	CAWC.	In	addition,	the	New	Project	may	encompass	CAWC's	purchase	of	water	from	the	proposed	Monterey	Peninsula Groundwater	Replenishment	Project,	a	joint	project	between	the	Monterey	Regional	Water	Pollution	Control	Agency	and	the	Monterey	Peninsula	Water	Management District	("MPWMD").	The	New	Project	also	would	involve	aquifer	storage	and	recovery	through	an	already	established	aquifer	storage	and	recovery	program	between CAWC	and	the	MPWMD.	In	its	application,	CAWC	seeks	approval	to	construct	a	desalination	plant	that	can	accommodate	9.6	million	gallons	per	day.	However,	if	the Groundwater	Replenishment	Project	meets	certain	specified	milestones	by	the	time	CAWC	is	ready	to	construct	the	plant	(currently	estimated	to	be	near	the	end	of 2015)	and	the	cost	for	water	to	be	purchased	by	CAWC	is	reasonable,	CAWC	would	make	the	appropriate	filing	to	reduce	the	size	of	the	desalination	plant	so	that	it accommodates	6.4	million	gallons	per	day.

CAWC	has	estimated	the	total	project	capital	cost	for	the	9.6	million	gallons	per	day	desalination	plant	and	related	facilities	to	be	approximately	$384	million ($330	million	if	the	size	of	the	plant	is	reduced	to	6.4	million	gallons	per	day).	CAWC	stated	in	the	application	that	it	anticipates,	based	on	discussions	with	the	State Water	Resources	Control	Board,	that	it	is	eligible	for	a	State	Revolving	Fund	Loan	for	the	New	Project.	The	application	also	seeks	CPUC	approval	of	ratemaking mechanisms	designed	to	enable	CAWC	to	recover	its	costs	related	to	construction	and	operation	of	the	New	Project,	including	funding	for	principal	and	interest	on	the State	Revolving	Fund	Loan.

CAWC's	ability	to	move	forward	on	the	New	Project	will	be	subject	to	extensive	administrative	review,	including	public	hearings	before	the	CPUC	and	testimony from	intervening	parties.	In	addition,	a	large	number	of	federal,	state	and	local	approvals	must	also	be	obtained.	One	possible	impediment,	a	Monterey	County	ordinance (the	"Ordinance")	limiting	sponsorship	of	a	desalination	project	to	government-owned	enterprises,	was	removed	as	a	result	of	the	settlement	agreement	described	above. In	accordance	with	the	settlement	agreement,	Monterey	County	(the	"County")	agreed	to	dismiss,	with	prejudice,	its	complaint	for	declaratory	relief	before	the California	Superior	Court	in	and	for	the	County	of	San	Francisco,	asserting,	among	other	things,	that	the	Ordinance	applies	to	CAWC.	The	Court	closed	the	case	on December	13,	2012.	In	addition,	under	the	settlement	agreement,	the	County	and	MCWRA	agreed	to	offer	reasonable	support	to	CAWC	for	timely	completion	of	the New	Project,	subject	to	their	right	to	exercise	independence	and	discretion	in	taking	any	action	with	respect	to	the	New	Project.

In	a	scheduling	ruling	issued	in	August	2012,	the	CPUC	indicated	that	it	expects	to	take	final	action	on	CAWC's	application	for	the	New	Project	by	January 2014.	However,	these	dates	are	subject	to	change.	We	cannot	guarantee	that	CAWC's	application	for	the	New	Project	will	be	approved	or	that	the	New	Project	will	be completed	on	a	timely	basis,	if	ever.

# San	Clemente	Dam

The	San	Clemente	Dam	is	a	106-foot	high	concrete	arch	dam	located	approximately	18.5	miles	from	the	Pacific	Ocean	on	the	Carmel	River.	It	was	constructed	in 1921	and	has	been	operated	by	CAWC	since	1966.	In	1980,	the	California	Department	of	Water	Resources,	Division	of	Safety	of	Dams	("DSOD")	directed	CAWC	to evaluate	the	structural	integrity	of	the	dam	in	the	event	of	severe	earthquakes	or	floods	that	could	overtop	the	dam.	In	1992,	CAWC	concluded	that	under	certain conditions,	the	San	Clemente	Dam	might	not	be	stable	in	the	event	of	a	"Maximum	Credible	Earthquake"	(the	maximum	earthquake	that	appears	capable	of	occurring under	the	presently	known	geologic	framework).	The	studies	also	concluded	that	a	"Probable	Maximum	Flood"	(the	flood	that	may	be	expected	from	the	most	severe combination	of	critical	meteorological	and	hydrologic	conditions	that	is	reasonably	possible	in	the	drainage	basin	under	study)	could	overtop	the	dam	by	fourteen	feet and	cause	excessive	erosion	in	the	area	of	the	downstream	abutments.	Based	on	these	findings,	DSOD	ordered	CAWC	to	improve	the	San	Clemente	Dam	to	address these	issues.

Since	1992,	there	have	been	numerous	engineering	and	environmental	studies	regarding	the	proposed	solution	to	the	San	Clemente	Dam's	stability.	Although dam	buttressing	was	originally	the	favored	project	of

CAWC	and	DSOD,	CAWC	began	to	explore	dam	removal	on	a	parallel	track	in	response	to	comments	made	by	the	National	Oceanic	and	Atmospheric	Administration's National	Marine	Fisheries	Services	("NMFS")	on	DSOD's	1999	Draft	Environmental	Impact	Report.	DSOD	certified	the	Final	Environmental	Impact Report/Environmental	Impact	Statement	("EIR/EIS")	in	January	2008.	The	Final	EIR/EIS	focused	on	two	possible	projects,	the	dam	buttressing	project	and	a	project	to reroute	the	Carmel	River	and	remove	the	dam	(the	"Reroute	and	Removal	Project"),	but	remained	neutral	as	to	which	project	CAWC	should	pursue.

The	Reroute	and	Removal	Project	became	CAWC's	preferred	project.	Subject	to	CPUC	approval	and	ratepayer	recovery,	CAWC	committed	to	pay	an	amount equivalent	to	the	estimated	cost	of	buttressing	the	dam	(approximately	$49	million).	The	California	State	Coastal	Conservancy	has	committed	to	secure	approximately $34	million	from	State,	Federal,	and	private	foundation	resources	to	fund	the	difference	between	the	approximate	cost	of	dam	buttressing	and	the	cost	of	the	Reroute	and Removal	Project.	In	September	2010,	CAWC	filed	an	application	with	the	CPUC	for	authorization	to	implement	the	Reroute	and	Removal	Project	and	to	recover through	rates	the	$49	million	in	prospective	costs	associated	with	the	Reroute	and	Removal	Project	over	a	twenty-year	period.	In	addition,	CAWC	sought	to	recover certain	historical	costs,	totaling	approximately	$26.9	million,	related	to	studies	to	determine	whether	the	dam	could	withstand	a	Probable	Maximum	Flood	and	or Maximum	Credible	Earthquake,	efforts	to	develop	a	project	to	address	seismic	issues,	the	identification	and	analysis	of	possible	alternative	project	options,	and	activities undertaken	pursuant	to	the	directives	of	Federal	and	State	government	agencies,	including	DSOD,	which	is	acting	as	the	lead	agency	under	the	State	and	Federal environmental	review	laws.

On	June	21,	2012,	the	CPUC	issued	a	Decision	approving	the	Reroute	and	Removal	Project.	Specifically,	the	decision	provides	for	rate	recovery	by	CAWC	of	the $49	million	in	prospective	costs	over	a	20-year	period,	subject	to	an	offset	for	tax	benefits	derived	by	CAWC's	donation	of	specified	parcels	of	land;	CAWC	may	file	an application	with	the	CPUC	to	increase	the	amount	of	costs	subject	to	rate	recovery	if	project	costs	exceed	$49	million.	In	addition,	the	Decision	permits	CAWC	to	earn its	full	rate	of	equity	return	on	this	investment	by	allowing	CAWC	to	draw	interest	at	its	authorized	cost	of	capital,	which	includes	both	the	debt	and	equity	rates	set	by the	CPUC.	In	addition,	the	Decision	permits	CAWC's	rate	recovery	of	approximately	$27	million	in	historical	costs.	The	Decision	places	all	authorized	and	estimated costs	in	a	regulatory	asset/balancing	account	and	provides	for	recovery	of	the	regulatory	asset/balancing	account	over	a	twenty-year	period	beginning	July	1,	2012.

On	July	27,	2012,	the	Division	of	Ratepayer	Advocates	of	the	CPUC	(the	"DRA")	filed	an	application	for	rehearing	of	the	Decision.	While	supporting	the Reroute	and	Removal	Project,	the	DRA	challenged	the	portion	of	the	Decision	authorizing	CAWC	to	earn	a	full	rate	of	return	on	expenses	of	the	Dam	Project.	The CPUC	has	not	yet	ruled	on	the	DRA's	application.	On	August	13,	2012,	CAWC	filed	a	response	challenging	the	DRA	application.	The	matter	is	pending.

# Other	Matters

On	June	29,	2012,	a	pipe	bridge	that	supported	three	pipes	carrying	raw	and	treated	water	to	and	from	the	New	Jersey	American	Water	("NJAW")	Monmouth County	Swimming	River	Treatment	plant	collapsed,	substantially	reducing	the	plant's	capacity.	The	bridge	previously	had	suffered	damage	from	Hurricane	Irene	in 2011.	The	plant	provides	approximately	50%	of	the	total	capacity	needed	to	meet	maximum	daily	demands	for	NJAW's	Coastal	North	system,	which	serves approximately	95,000	customers;	other	sources	provide	the	remaining	capacity.	An	estimated	200	customers	at	the	highest	elevations	of	the	service	area	were	without water	service	for	approximately	six	hours	on	June	29,	2012,	and	the	drop	in	water	pressure	resulted	in	the	declaration	of	a	state	of	emergency	by	Monmouth	County	and a	precautionary	boil	water	advisory	for	all	customers	served	by	the	system.	NJAW	distributed	51,000	cases	of	bottled	water	to	its	customers	in	the	system.	Emergency temporary	piping	across	a	road	bridge	was	constructed	and	substantial	capacities	were	restored	by	July	2,	at	which	time	all	boil	water	advisories	were	lifted.	Full	plant capacity	was	restored	on	July	4,	and	the	county	lifted	the	state	of	emergency	on	July	9.

The	BPU	directed	NJAW	to	retain	a	special	reliability	master	("SRM")	to	conduct	an	investigation	and	present	findings	and	recommendations	to	the	BPU.	NJAW cooperated	fully	with	BPU	Staff	and	the	SRM	throughout	the	course	of	the	investigation.	The	SRM	presented	its	report	to	the	BPU	on	February	20,	2013.	The	SRM made	17	recommendations	for	improvement	to	overall	system	reliability,	seven	of	which	had	been	identified	by	the	Company	in	its	initial	draft	After	Action	Review (prepared	by	NJAW	to	document	the	actions	it	took	to	respond	to	the	bridge	collapse	and	its	impacts)	as	potential	enhancements	to	NJAW's	event	management	and response	processes	and	procedures.	The	Company	is	in	the	process	of	implementing	a	number	of	the	SRM	recommendations.	The	BPU	accepted	the	SRM's	report,	for filing	purposes	only,	and	noticed	a	30	day	public	comment	period	that	will	end	on	March	22,	2013.	After	the	close	of	the	public	comment	period,	the	BPU	will determine	its	responses	to	this	matter.	We	are	unable	to	predict	the	outcome	of	this	matter	at	this	time.

Periodically,	the	Company	is	involved	in	other	proceedings	or	litigation	arising	in	the	ordinary	course	of	business.	We	do	not	believe	that	the	ultimate	resolution of	these	matters	will	materially	affect	the	Company's	financial	position	or	results	of	operations.	However,	litigation	and	other	proceedings	are	subject	to	many uncertainties,	and	the	outcome	of	individual	matters	is	not	predictable	with	assurance.	It	is	possible	that	some	litigation	and	other	proceedings	could	be	decided unfavorably	to	us,	and	that	any	such	unfavorable	decisions	could	have	a	material	adverse	effect	on	the	Company's	business,	financial	condition,	results	of	operations, and	cash	flows.

# ITEM	4. Mine	Safety	Disclosures

Not	applicable

# PART	II

# ITEM	5. MARKET	FOR	REGISTRANT'S	COMMON	EQUITY,	RELATED	STOCKHOLDER	MATTERS	AND	ISSUER	PURCHASES	OF	EQUITY SECURITIES

Since	April	23,	2008,	our	common	stock	has	traded	on	the	NYSE	under	the	symbol	"AWK."	As	of	February	21,	2013,	there	were	177,409,722	shares	of	common stock	outstanding	and	approximately	1,498	record	holders	of	common	stock.

The	following	table	sets	forth	the	per-share	range	of	the	high	and	low	closing	sales	prices	of	our	common	stock	as	reported	on	the	NYSE	and	the	cash	dividends paid	and	declared	per	share	for	the	years	ended	December	31,	2012	and	2011.

|  |  |  | 2012 |  |  |  |  | 2011 |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | First\nQuarter | Second\nQuarter | Third\nQuarter | Fourth\nQuarter | Year | First\nQuarter | Second\nQuarter | Third\nQuarter | Fourth\nQuarter | Year |
| Dividends\tpaid\tper\tcommon\tshare | $0.23 | $0.23 | $0.25 | $0.50 | $1.21 | $0.22 | $0.22 | $0.23 | $0.23 | $0.90 |
| Dividend\tdeclared\tper\tcommon\tshare | $0.23 | $0.25 | $0.25 | $0.25 | $0.98 | $0.22 | $0.45 | $0.23 | $0.23 | $1.13 |
| Price\trange\tof\tcommon\tstock |  |  |  |  |  |  |  |  |  |  |
| —High | $34.47 | $34.95 | $38.35 | $38.17 | $38.35 | $28.33 | $30.70 | $31.03 | $32.78 | $32.78 |
| —Low | $31.38 | $33.01 | $34.67 | $36.20 | $31.38 | $25.17 | $27.87 | $25.39 | $28.34 | $25.17 |

For	information	on	securities	authorized	for	issuance	under	our	equity	compensation	please,	see	Item	12,	"Security	Ownership	of	Certain	Beneficial	Owners	and Management	and	Related	Stockholder	Matters."

# ITEM	6. SELECTED	FINANCIAL	DATA

| ITEM	6.<br>SELECTED	FINANCIAL	DATA |  |  |  |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  | For\tthe\tYears\tEnded\tDecember\t31, | For\tthe\tYears\tEnded\tDecember\t31, |  |  |
|  | 2012 | 2011 | 2010 | 2009 | 2008 |
|  |  | (in\tthousands,\texcept\tper\tshare\tdata) | (in\tthousands,\texcept\tper\tshare\tdata) |  |  |
| Statement\tof\toperations\tdata: |  |  |  |  |  |
| Operating\trevenues | $ 2,876,889 | $ 2,666,236 | $2,555,035 | $2,290,446 | $2,193,157 |
| Goodwill\timpairment\tcharges | — | — | — | $428,036 | $712,727 |
| Operating\tincome\t(loss) | $924,973 | $803,136 | $728,122 | $183,835 | $(155,221) |
| Income\t(loss)\tfrom\tcontinuing\toperations | $374,250 | $304,929 | $255,072 | $(219,998) | $(529,291) |
| Income\t(loss)\tfrom\tcontinuing\toperations\tper\tbasic\tcommon\tshare(1) | $2.12 | $1.74 | $1.46 | $(1.31) | $(3.31) |
| Income\t(loss)\tfrom\tcontinuing\toperations\tper\tdiluted\tcommon\tshare(1) | $2.11 | $1.73 | $1.46 | $(1.31) | $(3.31) |

|  | 2012 | 2011 | 2010 | 2009 | 2008 |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (in\tthousands) |  |  |
| Cash\tand\tcash\tequivalents | $24,433 | $14,207 | $13,112 | $22,256 | $9,542 |
| Utility\tplant\tand\tproperty,\tnet\tof\tdepreciation | $11,584,944 | $10,872,042 | $10,241,342 | $9,708,885 | $9,218,396 |
| Total\tassets | $14,718,976 | $14,776,391 | $14,086,246 | $13,459,368 | $13,231,818 |
| Short-term\tand\tlong-term\tdebt | $5,574,763 | $5,882,956 | $5,658,473 | $5,434,463 | $5,251,979 |
| Redeemable\tpreferred\tstock | $20,511 | $22,036 | $22,794 | $23,011 | $23,208 |
| Total\tdebt\tand\tredeemable\tpreferred\tstock | $5,595,274 | $5,904,992 | $5,681,267 | $5,457,474 | $5,275,187 |
| Common\tstockholders'\tequity | $4,443,268 | $4,235,837 | $4,127,725 | $4,000,859 | $4,102,001 |
| Preferred\tstock\twithout\tmandatory\tredemption\trequirements | $1,720 | $4,547 | $4,547 | $4,557 | $4,557 |
| Total\tstockholders'\tequity | $4,444,988 | $4,240,384 | $4,132,272 | $4,005,416 | $4,106,558 |

|  |  |  | For	the	Years	Ended	December	31, |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  | 2012 | 2011 | 2010 | 2009 | 2008 |
|  |  |  | (in\tthousands,\texcept\tper\tshare\tdata) |  |  |
| Other\tdata: |  |  |  |  |  |
| Cash\tflows\tprovided\tby\t(used\tin): |  |  |  |  |  |
| Operating\tactivities | $955,598 | $808,357 | $774,933 | $596,156 | $552,169 |
| Investing\tactivities | $(382,356) | $(912,397) | $(746,743) | $(703,611) | $ (1,033,667) |
| Financing\tactivities | $(563,016) | $105,135 | $(37,334) | $120,169 | $477,559 |
| Construction\texpenditures,\tincluded\tin\tinvesting\tactivities | $(928,574) | $(924,858) | $(765,636) | $(785,265) | $ (1,008,806) |
| Dividends\tpaid\tper\tcommon\tshare | $1.21 | $0.90 | $0.86 | $0.82 | $0.40 |
| Dividends\tdeclared\tper\tcommon\tshare | $0.98 | $1.13 | $0.86 | $0.82 | $0.40 |

(1) For	the	years	ended	December	31,	2009	and	2008,	there	are	no	dilutive	incremental	common	shares	included	in	diluted	earnings	per	share	as	all	potentially dilutive	instruments	would	be	anti-dilutive.

# ITEM	7. MANAGEMENT'S	DISCUSSION	AND	ANALYSIS	OF	FINANCIAL	CONDITION	AND	RESULTS	OF	OPERATIONS

The	following	discussion	should	be	read	together	with	the	financial	statements	and	the	notes	thereto	included	elsewhere	in	this	Form	10-K.	This	discussion contains	forward-looking	statements	that	are	based	on	management's	current	expectations,	estimates	and	projections	about	our	business,	operations	and	financial performance.	The	cautionary	statements	made	in	this	Form	10-K	should	be	read	as	applying	to	all	related	forward-looking	statements	whenever	they	appear	in	this Form	10-K.	Our	actual	results	may	differ	materially	from	those	currently	anticipated	and	expressed	in	such	forward-looking	statements	as	a	result	of	a	number	of factors,	including	those	we	discuss	under	"Risk	Factors"	and	elsewhere	in	this	Form	10-K.	You	should	read	"Risk	Factors"	and	"Forward-Looking	Statements."

# Executive	Overview

# General

American	Water	Works	Company,	Inc.	(herein	referred	to	as	"American	Water"	or	the	"Company")	is	the	largest	investor-owned	United	States	water	and wastewater	utility	company,	as	measured	both	by	operating	revenue	and	population	served.	Our	approximately	6,700	employees	provide	drinking	water,	wastewater	and other	water	related	services	to	an	estimated	14	million	people	in	more	than	30	states	and	in	two	Canadian	provinces.	Our	primary	business	involves	the	ownership	of water	and	wastewater	utilities	that	provide	water	and	wastewater	services	to	residential,	commercial,	industrial	and	other	customers.	Our	Regulated	Businesses	that provide	these	services	are	generally	subject	to	economic	regulation	by	state	regulatory	agencies	in	the	states	in	which	they	operate.	The	federal	government	and	the	states also	regulate	environmental,	health	and	safety	and	water	quality	matters.	Our	Regulated	Businesses	provide	services	in	16	states	and	serves	approximately	3.2	million customers	based	on	the	number	of	connections	to	our	water	and	wastewater	networks.	We	report	the	results	of	these	businesses	in	our	Regulated	Businesses	segment. We	also	provide	services	that	are	not	subject	to	economic	regulation	by	state	regulatory	agencies.	We	report	the	results	of	these	businesses	in	our	Market-Based Operations	segment.	As	noted	under	"Business	Section,"	our	financial	condition	and	results	of	operations	are	influenced	by	a	variety	of	industry-wide	factors,	including but	not	limited	to	(i)	economic	utility	regulation;	(ii)	economic	environment;	(iii)	the	need	for	infrastructure	investment;	(iv)	an	overall	trend	of	declining	water	usage per	customer;	(v)	weather	and	seasonality;	and	(vi)	access	to	and	quality	of	water	supply.

In	2012,	we	continued	the	execution	of	our	strategic	goals.	Our	commitment	to	operational	excellence	led	to	success	in	portfolio	optimization,	improved	regulated operating	efficiency,	improved	performance	of	our	Market-Based	Operations,	and	enabled	us	to	provide	increased	value	to	our	customers	and	investors.	During	the	year, we	focused	on	executing	our	portfolio	optimization,	actively	addressing	regulatory	lag	and	declining	usage,	continuing	to	make	efficient	use	of	capital	and	continuing	to improve	our	regulated	operation	and	maintenance	("O&M")	efficiency	ratio.	Also,	in	2012,	we	focused	on	the	expansion	of	our	Market-Based	Operations,	particularly on	the	Homeowner	Services	Group	and	Military	Contract	Operations,	and	on	optimizing	our	municipal	contract	operations	business	model	that	is	designed	to	provide value	creation	for	both	American	Water	and	the	municipality.

# 2012	Financial	Results

All	financial	information	in	this	Management's	Discussion	and	Analysis	of	Financial	Condition	and	Results	of	Operations	(MD&A),	reflects	only	continuing operations.	In	2011,	as	part	of	our	portfolio	optimization	initiative,	we	entered	into	agreements	to	sell	our	regulated	subsidiaries	in	Arizona,	New	Mexico,	Ohio	and	our regulated	water	and	wastewater	systems	in	Texas.	The	sale	of	our	Texas	subsidiary's	assets	was	completed	in	June	2011,	while	the	sales	of	our	regulated	subsidiaries	in Arizona,	New	Mexico	and	Ohio	were	completed	during	2012.	Additionally,	on	December	13,	2011,	we	completed	the	sale	of	Applied	Water	Management,	Inc.	which was	part	of	our	Contract	Operations	line	of	business	within	our	Market-Based	segment.	Therefore,	the	financial	results	of	all	of	these	entities	have	been	presented	as discontinued	operations	for	all	periods,	unless

otherwise	noted.	See	Note	3	to	Consolidated	Financial	Statements	for	further	details	on	our	discontinued	operations.

For	the	year	ended	December	31,	2012,	we	continued	to	increase	our	net	income,	while	making	significant	capital	investment	in	our	infrastructure	and implementing	operational	efficiency	improvements	necessary	to	offset	increases	in	production	and	employee	benefit	costs.	Aided	by	rate	increases	and	favorable weather	in	the	Northeast	and	Midwest	regions	of	the	United	States,	most	notably	in	June	and	July,	for	the	year	ended	December	31,	2012,	we	generated	$2,876.9	million in	total	operating	revenue,	and	$358.1	million	in	net	income	compared	to	total	operating	revenue	of	$2,666.2	million,	and	$309.6	million	in	net	income	in	2011.	Our Regulated	Businesses,	our	largest	operating	segment,	generated	$2,564.4	million	in	operating	revenue,	representing	89.1%	of	our	consolidated	operating	revenue compared	to	$2,368.9	million	in	operating	revenues	representing	88.8%	of	our	consolidated	operating	revenue	in	2011.	This	increase	of	8.3%	in	operating	revenues, when	compared	to	2011,	was	primarily	due	to	rate	increases	and	increased	sales	volume	in	all	customer	classes	in	2012.	Additionally,	for	the	year	ended	December	31, 2012,	our	Market-Based	Operations	generated	$330.3	million	in	operating	revenue,	compared	to	$327.8	million	in	operating	revenues	in	2011,	an	increase	of	0.8%.

Net	income	from	continuing	operations	was	$374.3	million	for	the	year	ended	December	31,	2012	compared	to	net	income	from	continuing	operations	of	$304.9 million	for	the	year	ended	December	31,	2011.	Diluted	earnings	from	continuing	operations	per	average	common	share	was	$2.11	for	the	year	ended	December	31,	2012 as	compared	to	$1.73	for	year	ended	December	31,	2011.	For	the	year	ended	December	31,	2012,	we	reported	net	income	of	$358.1	million,	or	diluted	earnings	per share	of	$2.01	compared	to	net	income	of	$309.6	million,	or	diluted	EPS	of	$1.75	for	the	comparable	period	in	2011.	Net	income	for	2012	includes	income	tax	charges of	$6.5	million,	or	$0.04	diluted	loss	per	share,	resulting	from	the	divestiture	of	our	Arizona,	New	Mexico	and	Ohio	subsidiaries.	In	addition,	we	generated	increased cash	flows	from	operations	during	2012	of	$955.6	million,	compared	to	$808.4	million	in	2011.

The	primary	factors	contributing	to	the	increase	in	net	income	from	continuing	operations	for	the	year	ended	December	31,	2012	were	increased	revenues resulting	from	rate	increases	and	higher	customer	usage	as	well	as	slightly	higher	revenues	in	our	Market-Based	Operations	segment	partially	offset	by	higher	operation and	maintenance	expense,	depreciation	and	amortization	expense	and	general	taxes.	See	"Consolidated	Results	of	Operations	and	Variances"	and	"Segment	Results" below	for	further	detailed	discussion	of	the	consolidated	results	of	operations,	as	well	as	our	business	segments.

# Implementation	of	Portfolio	Optimization	Initiative

In	2012,	we	continued	to	execute	our	plan	for	optimizing	our	portfolio.	In	January	2012,	we	completed	the	sale	of	regulated	operations	in	Arizona	and	New Mexico.	Net	proceeds,	after	all	post-close	adjustments,	amounted	to	$458.9	million.	In	May	2012,	we	completed	the	divestiture	of	our	Ohio	subsidiary.	The	net proceeds,	after	all	post-close	adjustments,	totaled	$102.2	million.

During	2012,	the	Company	closed	on	ten	acquisitions	of	various	regulated	water	and	wastewater	systems	for	a	total	aggregate	purchase	price	of	$44.6	million. Included	in	this	amount	is	the	acquisition	of	seven	regulated	water	systems	in	New	York	for	a	purchase	price	of	$36.7	million	plus	assumed	liabilities.	This	acquisition added	approximately	50,000	water	customers	to	our	regulated	operations.	Effective	August	17,	2012,	the	New	York	State	Public	Service	Commission	approved	a	plan	to merge	these	seven	regulated	water	systems	with	and	into	our	Long	Island	subsidiary,	which	was	then	renamed	New	York	American	Water	Company.

# Capital	Investments

We	invested	approximately	$929	million	and	$925	million	in	Company-funded	capital	improvements	in	2012	and	2011,	respectively.	These	capital	investments are	needed	on	an	ongoing	basis	to	comply	with	existing	and	new	regulations,	renew	aging	treatment	and	network	assets,	provide	capacity	for	new	growth	and	ensure

system	reliability,	security	and	quality	of	service.	The	need	for	continuous	investment	presents	a	challenge	due	to	the	potential	for	regulatory	lag,	or	the	delay	in recovering	our	operating	expenses	and	earning	an	appropriate	rate	of	return	on	our	invested	capital	and	a	return	of	our	invested	capital.	In	conjunction	with	our	capital program,	management	continued	its	focus	on	reducing	regulatory	lag	during	2012.	For	2013	we	anticipate	spending	approximately	$950	million	on	Company-funded capital	investments,	including	expenditures	associated	with	our	business	transformation	project.

On	August	1,	2012,	our	new	business	systems	associated	with	Phase	I	of	our	business	transformation	project	became	operational.	Phase	I	consisted	of	the	roll-out of	the	Enterprise	Resource	Planning	systems	("ERP"),	which	encompasses	applications	that	handle	human	resources,	finance,	and	supply	chain/procurement management	activities.	Phase	II	consists	of	the	roll-out	of	a	new	Enterprise	Asset	Management	system,	which	will	manage	an	asset's	lifecycle,	and	a	Customer Information	System,	which	will	contain	all	billing	and	data	pertaining	to	American	Water's	customers	for	our	Regulated	segment.	Phase	II	is	expected	to	be	substantially complete	by	December	31,	2013.	Through	December	31,	2012,	we	have	spent	$257.8	million	including	AFUDC	on	this	business	transformation	project	with	$118.1	of that	amount	spent	in	2012.

# Rate	Cases	and	Regulatory	Matters

In	2012,	we	received	authorizations	for	additional	annualized	revenues	from	general	rate	cases,	totaling	$123.1	million.	During	2012,	rate	cases	were	approved for	our	California,	Illinois,	Indiana,	Iowa,	Missouri,	New	Jersey,	New	York,	Tennessee	and	Virginia	subsidiaries.	Also,	in	2012,	we	were	granted	$18.4	million	in additional	annualized	revenues,	assuming	constant	sales	volumes	from	infrastructure	charges	in	several	of	our	states	and	in	July	2012,	our	California	cost	of	capital application	was	approved.	On	January	1,	2013,	additional	annualized	revenue	of	$6.5	million	resulting	from	infrastructure	charges	in	our	Pennsylvania	subsidiary became	effective.

Other	regulatory	activities	occurring	in	2012	that	allow	us	to	address	regulatory	lag	include	the	passing	of	legislation	by	the	general	assembly	in	Pennsylvania which	expanded	the	use	of	infrastructure	replacement	programs	to	wastewater	systems	and	the	rules	adopted	by	the	New	Jersey	Board	of	Public	Utilities	in	the	second quarter	of	2012	that	allow	the	implementation	of	a	distribution	system	improvement	charge	for	specified	water	infrastructure	investments.	On	July	20,	2012,	our	New Jersey	subsidiary	submitted	a	foundational	filing	for	this	charge	and	our	filing	was	approved	on	October	23,	2012.

As	of	February	21,	2013,	we	are	awaiting	final	orders	in	two	states	requesting	additional	annualized	revenue	of	approximately	$36.9	million.

# Continue	Improvement	in	O&M	Efficiency	Ratio	for	our	Regulated	Businesses

Our	O&M	efficiency	ratio	(a	non-GAAP	measure)	is	defined	as	our	regulated	operation	and	maintenance	expense	divided	by	regulated	operating	revenues,	where both	O&M	expense	and	operating	revenues	are	adjusted	to	eliminate	purchased	water	expense.	We	have	modified,	for	all	periods	presented,	our	O&M	efficiency	ratio	to exclude	the	allocable	portion	of	non-O&M	support	services	cost,	mainly	depreciation	and	general	taxes,	that	are	reflected	in	the	Regulated	Businesses	segment	as	O&M costs	but	for	consolidated	financial	reporting	purposes	are	categorized	within	other	lines	in	the	Statement	of	Operations.	Management	believes	that	this	modified calculation	better	reflects	the	Regulated	Businesses	segment's	O&M	efficiency	ratio.	Our	O&M	efficiency	ratio	was	40.1%	for	the	year	ended	December	31,	2012 compared	to	42.4%	and	44.2%	for	the	years	ended	December	31,	2011	and	2010,	respectively.	We	evaluate	our	operating	performance	using	this	measure,	as	it	is	the primary	measure	of	the	efficiency	of	our	regulated	operations.	This	information	is	intended	to	enhance	an	investor's	overall	understanding	of	our	operating	performance. O&M	efficiency	ratio	is	not	a	measure	defined	under	GAAP	and	may	not	be	comparable	to	other	companies'	operating	measures	or	deemed	more	useful	than	the	GAAP information	provided	elsewhere	in	this	report.	The	following	table	provides	a	reconciliation	between	operation	and	maintenance	expense	and	operating	revenues,	as determined	in	accordance	with	GAAP,	and	to

those	amounts	utilized	in	the	calculation	of	our	O&M	efficiency	ratio	for	the	years	ended	December	31,	2012,	2011	and	2010:

Regulated	O&M	Efficiency	Ratio	(a	Non-GAAP	Measure)

|  |  | For	the	years	ended	December	31, |  |
| :--- | :--- | :--- | :--- |
|  | 2012 | 2011 | 2010 |
| Total\tO&amp;M\texpense | $1,350,040 | $1,301,794 | $1,290,941 |
| Less: |  |  |  |
| O&amp;M\texpense—Market-Based\tOperations | 276,809 | 278,375 | 256,633 |
| O&amp;M\texpense—Other | (56,755) | (69,192) | (61,138) |
| Total\tRegulated\tO&amp;M\texpense | \t 1,129,986 | \t 1,092,611 | \t 1,095,446 |
| Less: |  |  |  |
| Regulated\tpurchased\twater\texpense | 110,173 | 99,008 | 99,834 |
| Allocation\tof\tinternal\tnon-O&amp;M\tcosts | 35,067 | 30,590 | 29,414 |
| Adjusted\tRegulated\tO&amp;M\texpense(a) | 984,746 | 963,013 | 966,198 |
| Total\tOperating\tRevenues | \t 2,876,889 | \t 2,666,236 | \t 2,555,035 |
| Less: |  |  |  |
| Operating\trevenues—Market-Based\tOperations | 330,329 | 327,815 | 294,723 |
| Operating\trevenues—Other | (17,874) | (30,470) | (25,344) |
| Total\tRegulated\toperating\trevenues | \t 2,564,434 | \t 2,368,891 | \t 2,285,656 |
| Less:\tRegulated\tpurchased\twater\texpense* | 110,173 | 99,008 | 99,834 |
| Adjusted\tRegulated\toperating\trevenues(b) | $2,454,261 | $2,269,883 | $2,185,822 |
| Regulated\tO&amp;M\tefficiency\tratio\t(a)/(b) | 40.1% | 42.4% | 44.2% |

* Note	calculation	assumes	purchased	water	revenues	approximate	purchased	water	expenses.

# Growing	our	Market-Based	Operations

In	August	2012,	our	Homeowner	Services	Group	("HOS")	was	selected	by	the	New	York	City	Water	Board	as	the	official	service	line	protection	provider	to homeowners.	HOS	will	make	services	available	to	an	estimated	650,000	homeowners	throughout	the	city's	five	boroughs.	Also,	during	the	third	quarter	of	2012,	HOS announced	that	it	is	expanding	the	number	of	communities	in	which	it	provides	water	and	sewer	line	protection	programs	to	homeowners	in	Connecticut,	Indiana, Michigan	and	Ohio.

In	September	2010,	we	declared	"impasse"	in	negotiations	of	our	national	benefits	agreement	with	most	of	the	labor	unions	representing	employees	in	our Regulated	Businesses.	The	prior	agreement	expired	on	July	31,	2010;	however,	negotiations	did	not	produce	a	new	agreement.	We	implemented	our	"last,	best	and final"	offer	on	January	1,	2011	in	order	to	provide	health	care	coverage	for	our	employees	in	accordance	with	the	terms	of	the	offer.	The	unions	have	challenged	our right	to	implement	our	last,	best,	and	final	offer.	In	this	regard,	following	the	filing	by	the	Utility	Workers	Union	of	America	of	an	unfair	labor	practice	charge,	the NLRB	issued	a	complaint	against	us	in	January	2012,	claiming	that	we	implemented	the	last,	best	and	final	offer	without	providing	sufficient	notice	of	the	existence	of	a dispute	with	the	Federal	Mediation	and	Conciliation	Service,	a	state	mediation	agency,	and	several	state	departments	of	labor.	We	have	asserted	that	we	did,	in	fact, provide	sufficient	notice.

state	agencies,	in	violation	of	the	National	Labor	Relations	Act.	The	Administrative	Law	Judge	ordered,	among	other	things,	that	we	cease	and	desist	from	implementing the	terms	of	our	last,	best	and	final	offer	and	make	whole	all	affected	employees	for	losses	suffered	as	a	result	of	our	implementation	of	our	last,	best	and	final	offer.	The "make	whole"	order,	if	upheld	on	appeal,	would	require	us	to	provide	backpay	plus	interest,	from	January	1,	2011	through	the	date	of	the	final	determination.	Based	on current	estimates	and	assumptions,	we	estimate	the	cash	impact	could	be	in	the	range	of	$2.5	to	$3.5	million	per	year,	with	the	total	impact	dependent	on	the	length	of time	the	issue	remains	unresolved.	On	November	2012,	we	filed	an	exception	to	the	decision	of	the	Administrative	Law	Judge	in	order	to	obtain	a	review	by	the	full NLRB.

Our	strategy	for	the	future	will	continue	to	focus	on	customers,	expansion	through	targeted	growth,	environmental	sustainability,	and	regulatory	and	public	policy. We	will	also	continue	to	modernize	our	infrastructure	and	to	focus	on	operational	efficiencies,	while	bolstering	a	culture	of	continuous	improvement.

In	2013,	we	will	continue	to	focus	on	our	customers	by	achieving	established	customer	satisfaction	and	service	quality	targets.	We	will	expand	our	Regulated Business	segment	through	focused	acquisitions	and/or	organic	growth,	while	expanding	in	our	Market-Based	segment	from	new	core	growth,	expanded	markets	and new	offerings.	In	regards	to	environmental	sustainability,	we	are	committed	to	maximizing	our	protection	of	the	environment,	reducing	our	carbon	and	waste	footprints and	water	lost	through	leakage.	We	will	drive	appropriate	legislative	and	regulatory	policy	changes	by	actively	addressing	regulatory	lag	that	impacts	return	on	our investments	and	promoting	constructive	regulatory	frameworks.	We	expect	to	file	up	to	four	general	rate	cases	as	well	as	file	for	infrastructure	surcharges.	Additionally, we	expect,	as	part	of	our	general	rate	case	filings	or	separate	filings,	to	seek	appropriate	pass-through	mechanisms	and	forward-looking	adjustments	or	mechanisms	that recognize	declining	usage.

In	2013,	we	expect	to	invest	approximately	$950	million	to	upgrade	our	infrastructure	and	systems.	We	also	expect	to	continue	to	improve	our	regulated	O&M efficiency	ratio	and	expect	to	meet	or	exceed	the	five-year	goal	we	established	in	2011	to	be	below	40%,	one	to	two	years	early.	A	significant	component	in	both	the capital	and	O&M	efficiency	objectives	is	to	optimize	our	supply	chain	process	to	provide	more	value	for	each	dollar	of	capital	and	O&M	spent.	We	anticipate completing	Phase	II	of	our	business	transformation;	and	continue	to	close	the	gap	between	our	allowed	and	our	earned	regulated	return.	We	are	committed	to	operating our	business	responsibly	and	managing	our	operating	and	capital	costs	in	a	manner	that	serves	our	customers	and	produces	value	for	our	shareholders.	We	are	committed to	an	ongoing	strategy	that	leverages	processes	and	technology	innovation	to	make	ourselves	more	effective	and	efficient.

# Consolidated	Results	of	Operations

The	following	table	sets	forth	our	consolidated	statement	of	operations	data	for	the	years	ended	December	31,	2012,	2011	and	2010:

|  |  | Years	Ended	December	31, |  |
| :--- | :--- | :--- | :--- |
|  | 2012 | 2011 | 2010 |
| Operating\trevenues | $2,876,889 | $2,666,236 | $2,555,035 |
| Operating\texpenses |  |  |  |
| Operation\tand\tmaintenance | 1,350,040 | 1,301,794 | 1,290,941 |
| Depreciation\tand\tamortization | 381,503 | 351,821 | 330,264 |
| General\ttaxes | 221,212 | 210,478 | 205,597 |
| (Gain)\tloss\ton\tasset\tdispositions\tand\tpurchases | (839) | (993) | 111 |
| Total\toperating\texpenses,\tnet | 1,951,916 | 1,863,100 | 1,826,913 |
| Operating\tincome | 924,973 | 803,136 | 728,122 |
| Other\tincome\t(expenses) |  |  |  |
| Interest,\tnet | (310,794) | (312,415) | (313,765) |
| Allowance\tfor\tother\tfunds\tused\tduring\tconstruction | 15,592 | 13,131 | 9,644 |
| Allowance\tfor\tborrowed\tfunds\tused\tduring\tconstruction | 7,771 | 5,923 | 5,225 |
| Amortization\tof\tdebt\texpense | (5,358) | (5,055) | (4,516) |
| Other,\tnet | (926) | (1,040) | 4,714 |
| Total\tother\tincome\t(expenses) | (293,715) | (299,456) | (298,698) |
| Income\tfrom\tcontinuing\toperations\tbefore\tincome\ttaxes | 631,258 | 503,680 | 429,424 |
| Provision\tfor\tincome\ttaxes | 257,008 | 198,751 | 174,352 |
| Income\tfrom\tcontinuing\toperations | 374,250 | 304,929 | 255,072 |
| Income\t(loss)\tfrom\tdiscontinued\toperations,\tnet\tof\ttax | (16,180) | 4,684 | 12,755 |
| Net\tincome | $358,070 | $309,613 | $267,827 |
| Basic\tearnings\tper\tcommon\tshare:(a)\nIncome\tfrom\tcontinuing\toperations | $2.12 | $1.74 | $1.46 |
| Income\t(loss)\tfrom\tdiscontinued\toperations,\tnet\tof\ttax | $(0.09) | $0.03 | $0.07 |
| Net\tincome | $2.03 | $1.76 | $1.53 |
| Diluted\tearnings\tper\tcommon\tshare:(a)\nIncome\tfrom\tcontinuing\toperations | $2.11 | $1.73 | $1.46 |
| Income\t(loss)\tfrom\tdiscontinued\toperations,\tnet\tof\ttax | $(0.09) | $0.03 | $0.07 |
| Net\tincome | $2.01 | $1.75 | $1.53 |
| Average\tcommon\tshares\toutstanding\tduring\tthe\tperiod:\nBasic | 176,445 | 175,484 | 174,833 |
| Diluted |  |  |  |
|  | 177,671 | 176,531 | 175,124 |

(a) Amounts	may	not	sum	due	to	rounding.

# Comparison	of	consolidated	Results	of	Operations	for	the	Years	Ended	December	31,	2012	and	2011

Operating	revenues.	Consolidated	operating	revenues	for	the	year	ended	December	31,	2012	increased	$210.7	million,	or	7.9%,	compared	to	the	same	period	in 2011.	This	increase	is	the	result	of	higher	revenues	in	our	Regulated	Businesses	of	$195.5	million,	which	was	mainly	attributable	to	rate	increases	and	increased	sales volumes,	primarily	related	to	weather.	For	further	information	see	the	respective	"Operating	Revenues"	discussions	within	the	"Segment	Results."

Operation	and	maintenance.	Consolidated	operation	and	maintenance	expense	for	the	year	ended	December	31,	2012	increased	$48.2	million,	or	3.7%, compared	to	2011.	This	change	was	mainly	attributable	to	a	$37.4	million	increase	in	our	Regulated	Businesses	costs	primarily	related	to	an	increase	in	production	costs of	approximately	$12.2	million	to	support	higher	customer	demand	as	well	as	incremental	contracted	services	costs	attributable	to	various	projects	in	support	of improving	processes	and	operating	efficiency	and	effectiveness,	including	the	support	of	the	go-live	of	our	Enterprise	Resource	Planning	system,	and	the	use	of temporary	labor	to	backfill	positions,	including	those	positions	vacated	by	employees	assigned	to	our	business	transformation	project.	Also,	contributing	to	the	increase was	a	$7.0	million	contribution	made	in	2012	to	the	American	Water	Charitable	Foundation,	a	501(c)(3)	organization.	For	further	information	see	the	respective "Operation	and	Maintenance"	discussions	within	the	"Segment	Results."

Depreciation	and	amortization.	Depreciation	and	amortization	expense	increased	by	$29.7	million,	or	8.4%,	for	the	year	ended	December	31,	2012	compared	to the	same	period	in	the	prior	year	as	a	result	of	additional	utility	plant	placed	in	service.

General	taxes.	General	taxes	expense,	which	includes	taxes	for	property,	payroll,	gross	receipts,	and	other	miscellaneous	items,	increased	by	$10.7	million,	or 5.1%,	for	the	year	ended	December	31,	2012	compared	to	the	year	ended	December	31,	2011.	This	increase	was	principally	due	to	higher	property	taxes	of	$7.3	million, most	of	which	is	the	result	of	incremental	taxes	associated	with	our	New	York	acquisition.

Other	income	(expenses).	Other	expenses	decreased	$5.7	million,	or	1.9%,	for	the	year	ended	December	31,	2012	compared	to	the	same	period	in	the	prior	year. This	decrease	is	attributable	to	an	increase	in	allowance	for	funds	used	during	construction	("AFUDC")	of	$4.3	million	resulting	from	increased	construction	activity, including	our	business	transformation	project	and	a	decrease	in	interest	expense,	net	of	interest	income	of	$1.6	million.

Provision	for	income	taxes.	Our	consolidated	provision	for	income	taxes	increased	$58.3	million,	or	29.3%,	to	$257.0	million	for	the	year	ended	December	31, 2012.	The	effective	tax	rates	for	the	years	ended	December	31,	2012	and	2011	were	40.7%	and	39.5%,	respectively.	The	rate	for	the	twelve	months	ended	December	31, 2011	includes	a	$4.5	million	tax	benefit	related	to	one	of	our	operating	companies	contributing	non-utility	property	to	a	county	authority	within	its	operating	area.

Income	(loss)	from	discontinued	operations,	net	of	tax.	As	noted	above,	the	financial	results	of	our	regulated	water	and	wastewater	systems	in	Arizona,	New Mexico,	Texas	and	Ohio	and	our	Applied	Water	Management,	Inc.	subsidiary	within	the	Market-Based	Operations	segment	have	been	classified	as	discontinued operations	for	all	periods	presented.	The	loss	in	2012	is	primarily	comprised	of	net	losses	recorded	in	connection	with	the	disposition	of	our	Arizona,	New	Mexico	and Ohio	subsidiaries.	The	2011	income	amount	reflects	the	operations	for	the	discontinued	subsidiaries	and	an	after-tax	benefit	of	$15.1	million	related	to	the	cessation	of depreciation	for	our	Arizona,	New	Mexico,	and	Texas	subsidiaries.	Under	GAAP,	operations	that	are	considered	discontinued	cease	to	depreciate	their	assets.	Partially offsetting	the	2011	income	from	discontinued	operations,	net	of	tax	amount	was	$25.1	million	after	tax	write-downs	recorded	in	2011	to	reduce	the	net	asset	values	of certain	of	our	discontinued	operations.

Net	income.	Net	income	for	2012	was	$358.1	million	compared	to	$309.6	million	for	2011.	The	variation	between	the	periods	is	the	result	of	the	aforementioned changes.

# Comparison	of	consolidated	Results	of	Operations	for	the	Years	Ended	December	31,	2011	and	2010

Operating	revenues.	Consolidated	operating	revenues	for	the	year	ended	December	31,	2011	increased	$111.2	million,	or	4.4%,	compared	to	the	same	period	in 2010.	Contributing	to	this	increase	were	higher	revenues	in	our	Regulated	Businesses	of	$83.2	million,	which	were	mainly	the	result	of	rate	increases,	and	higher revenues	in	our	Market-Based	Operations	segment	of	$33.1	million,	which	were	primarily	due	to	a	$22.3	million	increase	in	the	Contract	Operations	Group	revenues attributable	to	incremental	capital	project	activity	associated	with	our	military	services	contracts.	For	further	information	see	the	respective	"Operating	Revenues" discussions	within	the	"Segment	Results."

Operation	and	maintenance.	Consolidated	operation	and	maintenance	expense	for	the	year	ended	December	31,	2011	increased	$10.9	million,	or	0.8%, compared	to	2010.	This	change	was	driven	by	a	$21.7	million	increase	in	our	Market-Based	Operations	segment	primarily	related	to	the	increased	capital	activity associated	with	our	military	contracts,	partially	offset	by	a	$2.8	million	decrease	in	our	Regulated	Businesses	segment.	The	remaining	$8.1	million	decrease	was	mainly due	to	additional	expenses	in	2010	attributable	to	a	$5.0	million	contribution	to	the	American	Water	Charitable	Foundation,	a	501(c)(3)	organization	that	was	established in	December	2010	to	encourage	and	support	employees'	volunteerism	and	community	giving,	and	severance	costs	of	$2.7	million	associated	with	changes	in	certain senior	management	positions.	For	further	information	see	the	respective	"Operation	and	Maintenance"	discussions	within	the	"Segment	Results."

General	taxes.	General	taxes	expense,	which	includes	taxes	for	property,	payroll,	gross	receipts,	and	other	miscellaneous	items,	increased	by	$4.9	million,	or 2.4%,	for	the	year	ended	December	31,	2011	compared	to	the	year	ended	December	31,	2010.	This	increase	was	principally	due	to	higher	gross	receipts	taxes	of	$4.6 million,	primarily	in	our	New	Jersey	regulated	subsidiary.

Other	income	(expenses).	Other	income	(expenses)	increased	$0.8	million,	or	0.3%,	for	the	year	ended	December	31,	2011	compared	to	the	same	period	in	the prior	year.	This	increase	is	attributable	to	an	increase	in	allowance	for	funds	used	during	construction	("AFUDC")	of	$4.2	million	resulting	from	increased	construction activity	and	a	decrease	in	interest	expense,	net	of	interest	income,	of	$1.4	million,	partially	offset	by	a	decrease	in	Other,	net.	The	decrease	in	Other,	net	of	$5.8	million	is mainly	due	to	the	inclusion	in	2010	of	the	release	of	the	remaining	balance	of	a	loss	reserve	amounting	to	$1.3	million,	resulting	from	the	resolution	of	the	outstanding issues	and	uncertainties,	incremental	rental	revenues	of	$2.6	million	and	the	recognition	of	funds	received	related	to	the	methyl	tertiary	butyl	ether	("MTBE")	legal settlement	for	$1.9	million	resulting	from	the	outcome	of	a	subsidiary's	rate	order.

Provision	for	income	taxes.	Our	consolidated	provision	for	income	taxes	increased	$24.4	million,	or	14.0%,	to	$198.8	million	for	the	year	ended	December	31, 2011.	The	effective	tax	rates	for	the	years	ended	December	31,	2011	and	2010	were	39.5%	and	40.6%,	respectively.	The	rate	for	the	twelve	months	ended	December	31, 2011	includes	a	$4.5	million	tax	benefit	related	to	one	of	our	operating	companies	contributing	non-utility	property	to	a	county	authority	within	its	operating	area.

Income	from	discontinued	operations,	net	of	tax.	As	noted	above,	the	financial	results	of	our	regulated	water	and	wastewater	systems	in	Arizona,	New	Mexico, Texas	and	Ohio	and	our	Applied	Water	Management,	Inc.	subsidiary	within	the	Market-Based	Operations	segment	have	been	classified	as	discontinued	operations	for all	periods	presented.	The	decrease	in	income	from	discontinued	operations,	net	of	tax	is	primarily	related	to	a	$25.1	million	charge	recorded	to	reduce	the	net	asset values	of	those	businesses	classified	as	discontinued	operation,	which	included	associated	parent	company	goodwill,	to	their	net	realizable	values.	This	charge	was offset	by	a	benefit	of	$15.1	million	related	to	the	cessation	of	depreciation	for	our	Arizona,	New	Mexico,	Texas	and	Ohio	subsidiaries	in	accordance	with	GAAP	for	the year	ended	December	31,	2011.

Net	income.	Net	income	for	2011	was	$309.6	million	compared	to	$267.8	million	for	2010.	The	variation	between	the	periods	is	the	result	of	the	aforementioned changes.

# Segment	Results	of	Operations

We	have	two	operating	segments,	which	are	also	our	reportable	segments:	the	Regulated	Businesses	and	the	Market-Based	Operations.	These	segments	are determined	based	on	how	we	assess	performance	and	allocate	resources.	We	evaluate	the	performance	of	our	segments	and	allocated	resources	based	on	several	factors, with	the	primary	measure	being	income	from	continuing	operations	before	income	taxes.	Certain	2011	and	2010	Operations	and	Maintenance	expense	categories	have been	reclassified	to	conform	to	the	2012	presentation.

# Regulated	Businesses	Segment

The	following	table	summarizes	certain	financial	information	for	our	Regulated	Businesses	for	the	periods	indicated:

|  | 2012 | 2011 | 2010 |
| :--- | :--- | :--- | :--- |
|  |  | (in\tthousands) |  |
| Operating\trevenues | $2,564,434 | $2,368,891 | $2,285,656 |
| Operation\tand\tmaintenance\texpense | 1,129,986 | 1,092,611 | 1,095,446 |
| Operating\texpenses,\tnet | 1,685,734 | 1,609,276 | 1,587,963 |
| Income\tfrom\tcontinuing\toperations\tbefore\tincome\ttaxes | 649,117 | 535,445 | 478,629 |

Operating	Revenues.	Our	primary	business	involves	the	ownership	of	water	and	wastewater	utilities	that	provide	services	to	residential,	commercial,	industrial and	other	customers.	This	business	is	subject	to	state	regulation	and	our	results	of	operations	can	be	impacted	significantly	by	rates	authorized	by	the	state	regulatory commissions	in	the	states	in	which	we	operate.	The	table	below	details	additional	annualized	revenues	awarded,	including	step	increases	and	assuming	a	constant volume,	resulting	from	rate	authorizations	granted	in	2012,	2011	and	2010.

|  |  | Years	Ended	December	31, |  |
| :--- | :--- | :--- | :--- |
|  | 2012 | 2011 | 2010 |
|  |  | (in\tmillions) |  |
| State |  |  |  |
| General\tRate\tCases: |  |  |  |
| Pennsylvania(1) | $— | $62.1 | $8.4 |
| New\tJersey | 30.0 | \t — | 39.9 |
| Kentucky | — | \t — | 18.8 |
| Missouri | 24.0 | \t — | 28.0 |
| Illinois | 17.9 | \t — | 41.4 |
| Indiana | 1.9 | \t — | 31.5 |
| California | 32.9 | \t — | 14.6 |
| West\tVirginia |  | 5.1 | — |
| Virginia(2) | 2.6 | 4.8 |  |
| Tennessee | 5.2 | 5.6 | — |
| Iowa | 2.8 | \t — | — |
| New\tYork(3) | 5.6 | \t — | — |
| Other | 0.2 | 1.2 | 0.8 |
| Total—General\tRate\tCases | $123.1 | $78.8 | $183.4 |

(2) The	new	rates	provided	for	additional	annualized	revenue	of	$2.3	million	in	2012	and	$4.3	million	in	2011	for	jurisdictional	customers,	and	a	$0.3	million	in	2012 and	$0.5	million	in	2011	increase	for	non-jurisdictional	customers,	which	are	not	subject	to	commission	filing.

(3) Amount	includes	$3.0	million	increase	effective	April	1,	2012.	With	the	remainder	of	$1.4	million	and	$1.2	million	becoming	effective	April	1,	2013	and	April 1,	2014,	respectively.

The	effective	dates	for	the	more	significant	increases	granted	in	2012	were	January	1,	2012,	April	1,	2012,	May	1,	2012	and	October	1,	2012	for	our	California, Missouri,	New	Jersey,	and	Illinois	subsidiaries,	respectively.	The	effective	date	for	the	2011	Pennsylvania	rate	increase	was	November	11,	2011.	The	2011	increase	in Virginia	was	effective	in	March	2011	while	the	Tennessee	and	West	Virginia	increases	were	effective	in	April	2011.	The	effective	dates	for	the	larger	rate	increases granted	in	2010	were	October	1,	2010,	July	1,	2010,	April	23,	2010	and	May	3,	2010,	in	Kentucky,	Missouri,	Illinois	and	Indiana,	respectively.	Rate	increases	granted	in 2010	for	Pennsylvania	and	New	Jersey	were	not	effective	until	January	1,	2011.

As	previously	noted,	an	increasing	number	of	states	are	permitting	rates	to	be	adjusted	outside	of	a	general	rate	case	for	certain	costs,	such	as	mechanisms	that permit	a	return	on	capital	investments	to	replace	aging	infrastructure.	The	following	table	details	additional	annualized	revenue	authorized	through	infrastructure surcharge	mechanisms	which	were	granted	in	2012,	2011	and	2010.	As	these	surcharges	are	typically	rolled	into	the	new	base	rates	and	therefore	are	reset	to	zero	when new	base	rates	are	effective,	certain	of	these	charges	may	also	be	reflected	in	the	total	general	rate	case	amounts	awarded	in	the	table	above	if	the	order	date	was following	the	infrastructure	surcharge	filing	date:

|  | Years	Ended	December	31, | Years	Ended	December	31, |  |
| :--- | :--- | :--- | :--- |
|  | 2012 | 2011 | 2010 |
|  |  | (in\tmillions) |  |
| Infrastructure\tCharges: |  |  |  |
| Pennsylvania | $10.5 | $16.4 | $8.5 |
| Missouri | 4.2 | 5.8 | 3.2 |
| Indiana | 3.7 | \t — | 5.4 |
| Illinois | \t — | 3.7 | 0.7 |
| Other | \t — | 0.3 | 0.4 |
| Total—Infrastructure\tCharges | $18.4 | $26.2 | $18.2 |

# Comparison	of	Results	of	Operations	for	the	Years	Ended	December	31,	2012	and	2011

Operating	revenues	increased	by	$195.5	million,	or	8.3%,	for	the	year	ended	December	31,	2012	compared	to	the	same	period	in	2011.	The	increase	in	revenues was	primarily	due	to	rate	increases	obtained	through	rate	authorizations	for	a	number	of	our	operating	companies	of	which	the	impact	was	approximately	$128.7	million, and	higher	consumption	in	our	midwest	and	certain	northeastern	states	in	2012	compared	to	2011,	which	amounted	to	an	increase	of	approximately	$39.1	million.	The increased	consumption	is	primarily	attributable	to	the	warmer/drier	weather	in	our	midwestern	and	certain	of	our	northeastern	states	in	the	second	and	third	quarters	of 2012.	Lastly,	revenues	were	higher	by	$26.7	million	as	a	result	revenues	from	newly	acquired	systems,	with	the	most	significant	being	our	New	York	acquisition	in	the second	quarter	of	2012.	The	following	table	sets	forth	the	amounts	and	percentages	of	Regulated	Businesses'	revenues	and	billed	water	sales	volume	by	customer	class:

|  |  |  | For	the	Years	Ended	December	31, | For	the	Years	Ended	December	31, | For	the	Years	Ended	December	31, |  |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | 2012 | 2012 | 2011 | 2011 | 2012 | 2012 | 2011 | 2011 |
|  |  | Operating\tRevenues |  |  |  | Water\tSales\tVolume |  |  |
|  |  | (dollars\tin\tthousands) |  |  |  | (gallons\tin\tmillions) |  |  |
| Customer\tClass |  |  |  |  |  |  |  |  |
| Water\tservice: |  |  |  |  |  |  |  |  |
| Residential | $1,468,592 | 57.3% | $1,339,429 | 56.5% | \t189,919 | 51.6% | \t180,916 | 51.2% |
| Commercial | 518,297 | 20.2% | 474,191 | 20.0% | 84,810 | 23.0% | 81,455 | 23.0% |
| Industrial | 128,390 | 5.0% | 115,981 | 4.9% | 39,429 | 10.7% | 39,295 | 11.1% |
| Public\tand\tother | 317,684 | 12.4% | 302,276 | 12.8% | 54,202 | 14.7% | 52,069 | 14.7% |
| Other\twater\trevenues | 10,756 | 0.4% | 20,712 | 0.9% | — | — | — | — |
| Total\twater\trevenues | \t 2,443,719 | 95.3% | \t 2,252,589 | 95.1% | \t368,360 | \t100.0% | \t353,735 | \t100.0% |
| Wastewater\tservice | 78,168 | 3.0% | 76,301 | 3.2% |  |  |  |  |
| Other\trevenues | 42,547 | 1.7% | 40,001 | 1.7% |  |  |  |  |
|  | $2,564,434 | \t100.0% | $2,368,891 | \t100.0% |  |  |  |  |

The	following	discussion	related	to	water	services	indicates	the	increase	or	decrease	in	the	Regulated	Businesses'	revenues	and	associated	billed	water	sales volumes	in	gallons	by	customer	class.

Water	Services—Water	service	operating	revenues	from	residential	customers	for	the	year	ended	December	31,	2012	totaled	$1,468.6	million,	a	$129.2	million increase,	or	9.6%,	over	the	same	period	of	2011,	mainly	due	to	rate	increases	as	well	as	increased	sales	volume.	The	volume	of	water	sold	to	residential	customers increased	by	5.0%	for	the	year	ended	December	31,	2012	to	189.9	billion	gallons,	from	180.9	billion	gallons	for	the	same	period	in	2011.	We	believe	this	higher consumption	is	attributable	to	the	warmer/drier	weather	in	our	northeastern	and	midwestern	operating	states	as	compared	to	the	prior	year.	Also	contributing	to	the increased	sales	volume	was	the	additional	consumption	resulting	from	our	New	York	acquisition.

Water	service	operating	revenues	from	commercial	water	customers	for	the	year	ended	December	31,	2012	increased	by	$44.1	million,	or	9.3%,	to	$518.3	million for	the	same	period	in	2011.	These	increases	were	mainly	due	to	rate	increases	and	increased	sales	volume.	The	volume	of	water	sold	to	commercial	customers	increased by	4.1%	for	the	year	ended	December	31,	2012,	to	84.8	billion	gallons,	from	81.5	billion	gallons	for	the	year	ended	December	31,	2011.

Water	service	operating	revenues	from	industrial	customers	totaled	$128.4	million	for	the	year	ended	December	31,	2012,	an	increase	of	$12.4	million,	or	10.7%, from	those	recorded	for	the	same	period	of	2011,	mainly	due	to	rate	increases	in	addition	to	a	slight	increase	in	sales	volume.	The	volume	of	water	sold	to	industrial customers	totaled	39.4	billion	gallons	for	the	year	ended	December	31,	2012,	an	increase	of	0.3%	from	the	39.3	billion	gallons	for	the	year	ended	December	31,	2011.

Water	service	operating	revenues	from	public	and	other	customers,	including	municipal	governments,	other	governmental	entities	and	resale	customers,	increased $15.4	million,	or	5.1%,	to	$317.7	million,	for	the	year	ended	December	31,	2012	from	$302.3	million	in	the	same	period	of	2011.	Revenues	from	municipal governments	for	fire	protection	services	and	customers	requiring	special	private	fire	service	facilities	totaled	$125.7	million	for	the	year	ended	December	31,	2012,	a decrease	of	$1.2	million	compared	to	the	same	period	of	2011.	Revenues	generated	by	sales	to	governmental	entities	and	resale	customers	totaled	$192.0	million,	an increase	of	$16.6	million	from	the	year	ended	December	31,	2011.

Other	water	revenues	for	the	year	ended	December	31,	2012	decreased	by	$10.0	million,	or	48.1%,	compared	to	the	year	ended	December	31,	2011	primarily	due to	a	reduction	in	the	water	revenue	adjustment	mechanism	in	our	California	subsidiary.

Wastewater	services—Our	subsidiaries	provide	wastewater	services	in	9	states.	Revenues	from	these	services	increased	by	$1.9	million,	or	2.4%,	to	$78.2	million for	the	year	ended	December	31,	2012,	from	the	same	period	of	2011.	The	increase	was	primarily	attributable	to	rate	increases	in	a	number	of	our	operating	companies.

Other	revenues—Other	revenues	include	such	items	as	reconnection	charges,	initial	application	service	fees,	certain	rental	revenues,	revenue	collection	services for	others	and	similar	items.	The	increase	in	revenues	for	the	year	ended	December	31,	2012	as	compared	to	the	same	period	in	the	prior	year	was	mainly	due	to	the receipt	of	insurance	proceeds	related	to	business	interruption	for	our	Joplin,	Missouri	service	area	which	was	affected	by	tornados	in	2011.

Operation	and	maintenance.	Operation	and	maintenance	expense	increased	$37.4	million,	or	3.4%,	for	the	year	ended	December	31,	2012,	compared	to	the	year ended	December	31,	2011.	Operation	and	maintenance	expense	for	2012	and	2011,	by	major	expense	category,	were	as	follows:

|  |  | For	the	Years	Ended	December	31, | For	the	Years	Ended	December	31, |  |
| :--- | :--- | :--- | :--- | :--- |
|  |  |  | Increase |  |
|  | 2012 | 2011 | (Decrease) | Percentage |
|  |  | (in\tthousands) |  |  |
| Production\tcosts | $274,775 | $262,563 | $12,212 | 4.7% |
| Employee-related\tcosts | 472,075 | 489,836 | (17,761) | (3.6%) |
| Operating\tsupplies\tand\tservices | 210,947 | 187,215 | 23,732 | 12.7% |
| Maintenance\tmaterials\tand\tservices | 81,062 | 73,109 | 7,953 | 10.9% |
| Customer\tbilling\tand\taccounting | 49,257 | 42,722 | 6,535 | 15.3% |
| Other | 41,870 | 37,166 | 4,704 | 12.7% |
| Total | $1,129,986 | $1,092,611 | $37,375 | 3.4% |

Production	costs	including	fuel	and	power,	purchased	water,	chemicals	and	waste	disposal	costs	increased	by	$12.2	million,	or	4.7%,	for	2012	compared	to	2011. Production	costs	by	major	expense	type	were	as	follows:

|  |  | For	the	Years	Ended	December	31, | For	the	Years	Ended	December	31, |  |
| :--- | :--- | :--- | :--- | :--- |
|  | 2012 | 2011 | Increase\n(Decrease) | Percentage |
|  |  | (in\tthousands) |  |  |
| Fuel\tand\tpower | $89,282 | $87,879 | $1,403 | 1.6% |
| Purchased\twater | \t 110,173 | 99,008 | 11,165 | 11.3% |
| Chemicals | 49,334 | 48,354 | 980 | 2.0% |
| Waste\tdisposal | 25,986 | 27,322 | (1,336) | (4.9%) |
| Total | $274,775 | $262,563 | $12,212 | 4.7% |

Overall,	production	costs	increased	for	the	year	ended	December	31,	2012	compared	to	the	prior	year	mainly	as	a	result	of	increased	purchased	water	costs, attributable	to	increased	production	resulting	from	higher	consumption	in	most	of	our	subsidiaries,	with	more	significant	increases	occurring	in	our	California	and Illinois	subsidiaries.	For	2011,	our	California	subsidiary's	customer	needs	were	met	without	the	need	for	purchased	water.

Employee-related	costs	including	salaries	and	wages,	group	insurance,	and	pension	expense	decreased	$17.8	million,	or	3.6%,	for	2012	compared	to	2011.	These employee-related	costs	represented	41.8%	and	44.8%	of	operation	and	maintenance	expenses	for	2012	and	2011,	respectively,	and	include	the	categories	shown	in	the following	table:

|  |  | For	the	Years	Ended	December	31, |  |  |
| :--- | :--- | :--- | :--- | :--- |
|  | 2012 | 2011 | Increase\n(Decrease) | Percentage |
|  |  | (in\tthousands) |  |  |
| Salaries\tand\twages | $326,370 | $327,777 | $(1,407) | (0.4%) |
| Pensions | 56,299 | 68,885 | (12,586) | (18.3%) |
| Group\tinsurance | 71,103 | 75,120 | (4,017) | (5.3%) |
| Other\tbenefits | 18,303 | 18,054 | 249 | 1.4% |
| Total | $472,075 | $489,836 | $(17,761) | (3.6%) |

The	overall	decrease	in	employee-related	costs	was	primarily	attributable	to	decreased	salaries	and	wages,	group	insurance	and	pension	expense.	The	decrease	in salaries	and	wages	was	primarily	due	to	higher	capitalization	rates	due	to	increased	capital	investment	and	a	reduction	in	headcount	as	a	result	of	organizational

streamlining	and	vacancies,	some	of	which	have	been	back-filled	with	temporary	labor	and	therefore	included	within	contracted	services	in	the	operating	supplies	and services	category	below.	Partially	offsetting	the	decrease	was	higher	costs	resulting	from	wage	increases,	higher	stock-based	compensation	expense	as	well	as	increased costs	due	to	the	addition	of	employees	from	our	New	York	acquisition.	The	reduction	in	group	insurance	expense	is	mainly	attributable	to	lower	headcount	as	a	result	of vacancies,	a	decrease	in	the	overall	cost	per	person,	as	well	as	higher	capitalization	rates.	The	decrease	in	pension	expense	was	primarily	due	to	decreased	contributions in	certain	of	our	regulated	operating	companies	whose	costs	are	recovered	based	on	our	funding	policy,	which	is	to	fund	at	least	the	greater	of	the	minimum	amount required	by	the	Employee	Retirement	Income	Security	Act	of	1974	or	the	normal	cost.

Operating	supplies	and	services	include	expenses	for	office	operation,	legal	and	other	professional	services,	including	transportation	expenses,	information systems	rental	charges	and	other	office	equipment	rental	charges.	Overall,	these	costs	increased	$23.7	million,	or	12.7%,	for	the	year	ended	December	31,	2012 compared	to	the	same	period	in	2011.

|  |  | For	the	Years	Ended	December	31, | For	the	Years	Ended	December	31, |  |
| :--- | :--- | :--- | :--- | :--- |
|  | 2012 | 2011 | Increase\n(Decrease) | Percentage |
|  |  | (in\tthousands) |  |  |
| Contracted\tservices | $87,675 | $72,851 | $14,824 | 20.3% |
| Office\tsupplies\tand\tservices | 49,354 | 46,783 | 2,571 | 5.5% |
| Transportation | 22,917 | 24,915 | (1,998) | (8.0%) |
| Rents | 16,943 | 15,619 | 1,324 | 8.5% |
| Other | 34,058 | 27,047 | 7,011 | 25.9% |
| Total | $210,947 | $187,215 | $23,732 | 12.7% |

The	overall	increase	in	operating	supplies	and	services	was	primarily	due	to	increased	contracted	services	and	higher	other	operating	supplies	and	services.	The contracted	services	increase	was	mainly	due	to	incremental	costs	associated	with	the	backfilling	of	positions,	including	those	vacated	by	employees	who	are	assigned	to our	business	transformation	project;	the	use	of	contractors	for	other	specific	projects,	the	intent	of	which	is	to	improve	processes	and	operating	efficiency	and effectiveness	over	the	long-term;	and	lastly	additional	costs	resulting	from	the	roll-out	and	stabilization	of	our	ERP	in	the	third	quarter	of	2012.	The	increase	in	the	other operating	supplies	and	services	costs	is	primarily	related	to	the	roll-out	and	stabilization	of	the	ERP	in	addition	to	incremental	expenses	associated	with	our	New	York acquisition	of	$1.1	million,	and	an	increase	of	$1.5	million	for	community	relations	and	customer	education	in	order	to	communicate	the	importance	of	water conservation.	Additionally,	2011	included	a	reduction	of	$2.2	million	for	an	anticipated	insurance	recovery	of	expenses	incurred	as	a	result	of	severe	weather	storms,	in particular	Hurricane	Irene,	which	is	partially	offset	by	a	reduction	recorded	in	2012	of	$1.0	million	in	anticipated	insurance	recovery	of	expenses	incurred	as	a	result	of Hurricane	Sandy.	Partially	offsetting	the	increase	in	other	operating	supplies	and	services	was	a	$2.1	million	credit	adjustment	recorded	in	2012	resulting	from	the finalization	of	rate	decisions	in	California.

Maintenance	materials	and	services,	which	includes	emergency	repair	as	well	as	costs	for	preventive	maintenance,	increased	$8.0	million,	or	10.9%,	for	2012 compared	to	2011.

|  |  | For	the	Years	Ended	December	31, | For	the	Years	Ended	December	31, |  |
| :--- | :--- | :--- | :--- | :--- |
|  | 2012 | 2011 | Increase\n(Decrease) | Percentage |
|  |  | (in\tthousands) |  |  |
| Maintenance\tservices\tand\tsupplies | $81,062 | $73,109 | $7,953 | 10.9% |

The	increase	of	$8.0	million	in	2012	is	mainly	attributable	to	increased	preventive	maintenance	expenses	throughout	our	regulated	subsidiaries,	including	hydrant and	tank	painting,	meter	testing,	pump,	tank	and	well	maintenance,	and	paving	costs.

Customer	billing	and	accounting	expenses	increased	by	$6.5	million,	or	15.3%,	for	2012	compared	to	2011.

|  |  | For	the	Years	Ended	December	31, | For	the	Years	Ended	December	31, |  |
| :--- | :--- | :--- | :--- | :--- |
|  | 2012 | 2011 | Increase\n(Decrease) | Percentage |
|  |  | (in\tthousands) |  |  |
| Uncollectible\taccounts\texpense | $22,541 | $16,074 | $6,467 | 40.2% |
| Postage | \t 12,694 | \t 12,382 | 312 | 2.5% |
| Other | \t 14,022 | \t 14,266 | (244) | (1.7%) |
| Total | $49,257 | $42,722 | $6,535 | 15.3% |

The	increase	in	the	uncollectible	accounts	expense	was	mainly	the	result	of	a	refinement	to	our	allowance	for	uncollectible	calculation	based	on	more	detailed	data trends	which	were	derived	in	conjunction	with	the	development	of	our	new	Customer	Information	System.

Other	operation	and	maintenance	expenses	include	casualty	and	liability	insurance	premiums	and	regulatory	costs.	These	costs	increased	by	$4.7	million,	or 12.7%,	for	2012	compared	to	2011.

|  |  | For	the	Years	Ended	December	31, | For	the	Years	Ended	December	31, |  |
| :--- | :--- | :--- | :--- | :--- |
|  | 2012 | 2011 | Increase\n(Decrease) | Percentage |
|  |  | (in\tthousands) |  |  |
| Insurance | $31,883 | $29,733 | $2,150 | 7.2% |
| Regulatory\texpenses | 9,987 | 7,433 | 2,554 | 34.4% |
| Total | $41,870 | $37,166 | $4,704 | 12.7% |

Insurance	costs	were	higher,	compared	to	2011,	as	2012	insurance	reflected	incremental	expense	resulting	from	the	resolution	of	prior	years'	claims.	Regulatory expenses	increased	in	2012	as	a	result	of	the	inclusion	in	2011	of	a	deferral	of	previously	expensed	costs	in	one	of	our	subsidiaries.

Operating	expenses.	The	increase	in	operating	expenses	for	the	year	ended	December	31,	2012	is	primarily	due	to	the	higher	O&M	expenses	as	explained	above, as	well	as	higher	depreciation	and	amortization	expense	of	$28.1	million,	resulting	from	additional	utility	plant	placed	in	service,	and	increased	general	taxes	of	$10.0 million,	principally	attributable	to	higher	property	taxes	relating	to	our	New	York	acquisition.

Income	from	continuing	operations	before	income	taxes.	The	$113.7	million	increase	for	the	year	ended	December	31,	2012,	compared	to	the	same	period	in	the prior	year,	is	the	result	of	the	aforementioned	operating	revenue	and	operating	expenses	variations.

# Comparison	of	Results	of	Operations	for	the	Years	Ended	December	31,	2011	and	2010

Operating	revenues	increased	by	$83.2	million,	or	3.6%,	for	the	year	ended	December	31,	2011	compared	to	the	same	period	in	2010.	The	increase	in	revenues was	primarily	due	to	rate	increases	obtained	through	rate	authorizations	for	a	number	of	our	operating	companies	of	which	the	impact	was	approximately	$133.8	million partially	offset	by	decreased	revenues	of	$57.0	million	attributable	to	decreased	consumption	in	2011	compared	to	2010.	The	majority	of	this	decrease	occurred	in	our New	Jersey	and	Pennsylvania	subsidiaries	mainly	as	a	result	of	the	extreme	weather	conditions,	including	the	impacts	associated	with	Hurricane	Irene	and	other	severe 55

storms	in	the	Northeast	region	of	the	United	States	during	the	third	quarter	of	2011.	The	following	table	sets	forth	the	amounts	and	percentages	of	Regulated	Businesses' revenues	and	billed	water	sales	volume	by	customer	class:

|  |  |  | For	the	Years	Ended	December	31, | For	the	Years	Ended	December	31, | For	the	Years	Ended	December	31, |  |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | 2011 | 2011 | 2010 | 2010 | 2011 | 2011 | 2010 | 2010 |
|  |  | Operating\tRevenues |  |  |  | Water\tSales\tVolume |  |  |
|  |  | (dollars\tin\tthousands) |  |  |  | (gallons\tin\tmillions) |  |  |
| Customer\tClass |  |  |  |  |  |  |  |  |
| Water\tservice: |  |  |  |  |  |  |  |  |
| Residential | $1,339,429 | 56.5% | $1,300,167 | 56.9% | \t180,916 | 51.2% | \t187,062 | 51.3% |
| Commercial | 474,191 | 20.0% | 456,994 | 20.0% | 81,455 | 23.0% | 84,086 | 23.0% |
| Industrial | 115,981 | 4.9% | 110,175 | 4.8% | 39,295 | 11.1% | 39,860 | 10.9% |
| Public\tand\tother | 302,276 | 12.8% | 291,393 | 12.7% | 52,069 | 14.7% | 54,059 | 14.8% |
| Other\twater\trevenues | 20,712 | 0.9% | 22,672 | 1.0% | — | — | — | — |
| Total\twater\trevenues | \t 2,252,589 | 95.1% | \t 2,181,401 | 95.4% | \t353,735 | \t100.0% | \t365,067 | \t100.0% |
| Wastewater\tservice | 76,301 | 3.2% | 69,049 | 3.0% |  |  |  |  |
| Other\trevenues | 40,001 | 1.7% | 35,206 | 1.6% |  |  |  |  |
|  | $2,368,891 | \t100.0% | $2,285,656 | \t100.0% |  |  |  |  |

Water	Services—Water	service	operating	revenues	from	residential	customers	for	year	ended	December	31,	2011	totaled	$1,339.4	million,	a	$39.3	million increase,	or	3.0%,	over	the	same	period	of	2010,	mainly	due	to	rate	increases	offset	by	decreases	in	sales	volume.	The	volume	of	water	sold	to	residential	customers decreased	by	3.3%	for	the	year	ended	December	31,	2011	to	180.9	billion	gallons,	from	187.1	billion	gallons	for	the	same	period	in	2010.	We	believe	that	factors contributing	to	the	decline	could	include	the	aforementioned	weather	conditions	in	the	third	quarter	2011,	an	increased	customer	focus	on	conservation,	the	use	of	more efficient	appliances	and	the	current	economic	climate.	The	extent	to	which	these	items	individually	contribute	to	the	overall	decline	is	difficult	to	measure.

Water	service	operating	revenues	from	commercial	water	customers	for	the	year	ended	December	31,	2011	increased	by	$17.2	million,	or	3.8%,	to	$474.2	million for	the	same	period	in	2010.	These	increases	were	mainly	due	to	rate	increases	partially	offset	by	decreases	in	sales	volume.	The	volume	of	water	sold	to	commercial customers	decreased	by	3.1%	for	the	year	ended	December	31,	2011,	to	81.5	billion	gallons,	from	84.1	billion	gallons	for	the	year	ended	December	31,	2010.	We	believe that	factors	contributing	to	this	decline	include	wetter	weather	conditions,	an	increased	customer	focus	on	conservation	as	well	as	the	current	economic	environment	in certain	areas	in	which	we	operate.	Similar	to	the	above,	the	extent	to	which	these	items	individually	contribute	to	the	overall	decline	is	difficult	to	measure.

Water	service	operating	revenues	from	industrial	customers	totaled	$116.0	million	for	the	year	ended	December	31,	2011,	an	increase	of	$5.8	million,	or	5.3%, from	those	recorded	for	the	same	period	of	2010,	mainly	due	to	rate	increases	offset	by	a	slight	decrease	in	sales	volume.	The	volume	of	water	sold	to	industrial customers	totaled	39.3	billion	gallons	for	the	year	ended	December	31,	2011,	a	decrease	of	1.5%	from	the	39.9	billion	gallons	for	the	year	ended	December	31,	2010.

Water	service	operating	revenues	from	public	and	other	customers,	including	municipal	governments,	other	governmental	entities	and	resale	customers	increased $10.9	million,	or	3.7%,	to	$302.3	million,	for	the	year	ended	December	31,	2011	from	$291.4	million	in	the	same	period	of	2010.	Revenues	from	municipal governments	for	fire	protection	services	and	customers	requiring	special	private	fire	service	facilities	totaled	$126.9	million	for	the	year	ended	December	31,	2011,	an increase	of	$7.1	million	compared	to	the	same	period	of	2010.	Revenues	generated	by	sales	to	governmental	entities	and	resale	customers	totaled	$175.4	million,	an increase	of	$3.8	million	from	the	year	ended	December	31,	2010.

Other	water	revenues	for	the	year	ended	December	31,	2011	decreased	by	$2.0	million,	or	8.6%,	primarily	due	to	a	reduction	in	the	water	revenue	adjustment mechanism	in	our	California	subsidiary	compared	to	the	year	ended	December	31,	2010.

Wastewater	services—Our	subsidiaries	provide	wastewater	services	in	9	states.	Revenues	from	these	services	increased	by	$7.3	million,	or	10.5%,	to	$76.3 million	for	the	year	ended	December	31,	2011,	from	the	same	period	of	2010.	The	increase	was	primarily	attributable	to	rate	increases	in	a	number	of	our	operating companies.

Other	revenues—Other	revenues	include	such	items	as	reconnection	charges,	initial	application	service	fees,	certain	rental	revenues,	revenue	collection	services for	others	and	similar	items.	The	increase	in	revenues	for	the	year	ended	December	31,	2011	as	compared	to	the	same	period	in	the	prior	year	was	mainly	the	result	of increased	rental	revenues.

Operation	and	maintenance.	Operation	and	maintenance	expense	decreased	$2.8	million,	or	0.3%,	for	the	year	ended	December	31,	2011,	compared	to	the	year ended	December	31,	2010.	Operation	and	maintenance	expense	for	2011	and	2010,	by	major	expense	category,	were	as	follows:

|  |  | For	the	Years	Ended	December	31, |  |  |
| :--- | :--- | :--- | :--- | :--- |
|  | 2011 | 2010 | Increase\n(Decrease) | Percentage |
|  |  | (in\tthousands) |  |  |
| Production\tcosts | $262,563 | $268,529 | $(5,966) | (2.2)% |
| Employee-related\tcosts | 489,836 | 486,969 | 2,867 | 0.6% |
| Operating\tsupplies\tand\tservices | 187,215 | 181,053 | 6,162 | 3.4% |
| Maintenance\tmaterials\tand\tservices | 73,109 | 75,855 | (2,746) | (3.6)% |
| Customer\tbilling\tand\taccounting | 42,722 | 43,262 | (540) | (1.2)% |
| Other | 37,166 | 39,778 | (2,612) | (6.6)% |
| Total | $1,092,611 | $1,095,446 | $(2,835) | (0.3)% |

Production	costs	including	fuel	and	power,	purchased	water,	chemicals	and	waste	disposal	decreased	by	$6.0	million,	or	2.2%,	for	2011	compared	to	2010.

Production	costs	by	major	expense	type	were	as	follows:

|  |  | For	the	Years	Ended	December	31, | For	the	Years	Ended	December	31, |  |
| :--- | :--- | :--- | :--- | :--- |
|  |  |  | Increase |  |
|  | 2011 | 2010 | (Decrease) | Percentage |
|  |  | (in\tthousands) |  |  |
| Fuel\tand\tpower | $87,879 | $89,203 | $(1,324) | (1.5)% |
| Purchased\twater | 99,008 | 99,834 | (826) | (0.8)% |
| Chemicals | 48,354 | 50,875 | (2,521) | (5.0)% |
| Waste\tdisposal | 27,322 | 28,617 | (1,295) | (4.5)% |
| Total | $262,563 | $268,529 | $(5,966) | (2.2)% |

The	decrease	in	our	fuel	and	power	costs	was	primarily	due	to	the	decreased	water	sales	volumes.	The	decrease	in	purchased	water	is	primarily	attributable	to	the decreased	usage,	most	notably	in	our	New	Jersey	subsidiary	due	to	wet	weather	conditions,	as	previously	discussed,	as	well	as	in	our	California	subsidiary	as	customer needs	were	met	with	internally	produced	water.	The	decrease	in	chemical	costs	is	due	to	higher	consumption	in	2010	as	a	result	of	much	drier	and	warmer	weather	in	the Northeast	region	of	the	United	States.	We	also	experienced	favorable	pricing	in	some	of	our	operating	companies	in	2011.	The	waste	disposal	cost	decrease	was	mainly due	to	the	recognition,	in	2010,	of	$1.9	million	of	previously	deferred	costs	allowed	by	a	cost	recovery	mechanism	in	one	of	our	operating	companies.

Employee-related	costs	including	salaries	and	wages,	group	insurance,	and	pension	expense	increased	$2.9	million,	or	0.6%,	for	2011	compared	to	2010.	These employee-related	costs	represented	44.8%	and	44.5%	of	operation	and	maintenance	expenses	for	2011	and	2010,	respectively,	and	include	the	categories	shown	in	the following	table:

|  |  | For	the	Years	Ended	December	31, | For	the	Years	Ended	December	31, |  |
| :--- | :--- | :--- | :--- | :--- |
|  | 2011 | 2010 | Increase\n(Decrease) | Percentage |
|  |  | (in\tthousands) |  |  |
| Salaries\tand\twages | $327,777 | $331,913 | $(4,136) | (1.2)% |
| Pensions | 68,885 | 58,134 | 10,751 | 18.5% |
| Group\tinsurance | 75,120 | 79,958 | (4,838) | (6.1)% |
| Other\tbenefits | 18,054 | 16,964 | 1,090 | 6.4% |
| Total | $489,836 | $486,969 | $2,867 | 0.6% |

The	overall	increase	in	employee-related	costs	was	primarily	driven	by	increased	pension	expense.	The	increase	in	pension	expense	for	the	year	ended December	31,	2011	was	primarily	due	to	increased	contributions	in	certain	of	our	regulated	operating	companies	whose	costs	and	revenue	requirements	are	based	on	the actual	cash	contributions	to	our	pension	trust	account.	This	increase	was	partially	offset	by	lower	salaries	and	wages	and	group	insurance	expenses.	The	decrease	in salaries	and	wages	for	the	year	ended	December	31,	2011	compared	to	the	same	period	in	the	prior	year	was	driven	by	vacant	positions	and	lower	severance	expenses, partially	offset	by	increased	incentive	costs	and	annual	wage	increases.	Group	insurance	decreased	mainly	due	to	lower	postretirement	benefits	other	than	pension	as	the result	of	changes	to	the	design	of	our	medical	plan,	and	vacant	positions	as	compared	to	the	same	period	in	the	prior	year.

Operating	supplies	and	services	include	expenses	for	office	operation,	legal	and	other	professional	services,	including	transportation	expenses,	information systems	rental	charges	and	other	office	equipment	rental	charges.	Overall,	these	costs	increased	$6.2	million,	or	3.4%	for	the	year	ended	December	31,	2011	compared	to the	same	period	in	2010.

|  |  | For	the	Years	Ended	December	31, | For	the	Years	Ended	December	31, |  |
| :--- | :--- | :--- | :--- | :--- |
|  | 2011 | 2010 | Increase\n(Decrease) | Percentage |
|  |  | (in\tthousands) |  |  |
| Contracted\tservices | $72,851 | $66,077 | $6,774 | 10.3% |
| Office\tsupplies\tand\tservices | 46,783 | 48,224 | (1,441) | (3.0)% |
| Transportation | 24,915 | 24,662 | 253 | 1.0% |
| Rents | 15,619 | 15,746 | (127) | (0.8)% |
| Other | 27,047 | 26,344 | 703 | 2.7% |
| Total | $187,215 | $181,053 | $6,162 | 3.4% |

The	above	increases	are	primarily	due	to	higher	contracted	services	of	$6.8	million	for	the	year	ended	December	31,	2011,	mainly	as	a	result	of	backfilling positions,	including	those	left	open	by	employees	transferring	to	our	business	transformation	project	as	well	as	the	use	of	contractors	for	other	specific	projects. Additionally,	2011	included	the	recording	of	an	anticipated	recovery	of	expenses	related	to	costs	incurred	as	a	result	of	severe	weather	storms,	primarily	Hurricane	Irene, which	have	been	recorded	in	their	respective	expense	lines.	Also	contributing	to	the	increase	was	the	fact	that	the	same	period	in	2010	included	a	reversal	of	a	$3.5 million	payment	previously	made	by	our	California	operating	company	to	the	California	Department	of	Fish	and	Game	("CDFG")	on	behalf	of	the	National Oceanographic	and	Atmospheric	Administration	("NOAA").	This	reversal	was	the	result	of	an	advice	letter	issued	by	the	California	Public	Utility	Commission	which allowed	for	rate	recovery	of	such	payment.

Maintenance	materials	and	services,	which	includes	emergency	repair	as	well	as	costs	for	preventive	maintenance,	decreased	$2.7	million,	or	3.6%,	for	2012 compared	to	2011.

|  |  | For	the	Years	Ended	December	31, | For	the	Years	Ended	December	31, |  |
| :--- | :--- | :--- | :--- | :--- |
|  |  |  | Increase |  |
|  | 2011 | 2010 | (Decrease) | Percentage |
|  |  | (in\tthousands) |  |  |
| Maintenance\tservices\tand\tsupplies | $73,109 | $75,855 | $(2,746) | (3.6)% |

The	decrease	of	$2.7	million	in	2011	is	mainly	attributable	to	lower	preventive	maintenance	expenses	throughout	our	regulated	subsidiaries,	including	tank painting,	meter	testing,	pump,	tank	and	well	maintenance,	and	paving	costs.

Customer	billing	and	accounting	expenses	decreased	by	$0.5	million,	or	1.2%,	for	2011	compared	to	2010.

|  |  | For	the	Years	Ended	December	31, |  |  |
| :--- | :--- | :--- | :--- | :--- |
|  | 2011 | 2010 | Increase\n(Decrease) | Percentage |
|  |  | (in\tthousands) |  |  |
| Uncollectible\taccounts\texpense | $16,074 | $18,052 | $(1,978) | (11.0)% |
| Postage | \t 12,382 | \t 12,348 | 34 | 0.3% |
| Other | \t 14,266 | \t 12,862 | 1,404 | 10.9% |
| Total | $42,722 | $43,262 | $(540) | (1.2)% |

The	decrease	of	$2.0	million	in	the	uncollectible	accounts	expense	was	the	result	of	improved	collection	in	our	receivables	in	excess	of	120	days.	This	decrease	is partially	offset	by	the	increase	in	the	Other	category	mainly	due	to	an	increase	in	collection	agency	fees.

Other	operation	and	maintenance	expenses	include	casualty	and	liability	insurance	premiums	and	regulatory	costs.	These	costs	decreased	by	$2.6	million,	or 6.6%,	for	2011	compared	to	2010.

|  |  | For	the	Years	Ended	December	31, | For	the	Years	Ended	December	31, |  |
| :--- | :--- | :--- | :--- | :--- |
|  | 2011 | 2010 | Increase\n(Decrease) | Percentage |
|  |  | (in\tthousands) |  |  |
| Insurance | $29,733 | $29,913 | $(180) | (0.6)% |
| Regulatory\texpenses | 7,433 | 9,865 | (2,432) | (24.7)% |
| Total | $37,166 | $39,778 | $(2,612) | (6.6)% |

The	decrease	in	regulatory	expenses	was	mainly	driven	by	rate	case	expenses	which	were	deferred	in	one	of	our	subsidiaries.

Operating	expenses.	The	increase	in	operating	expenses	for	the	year	ended	December	31,	2011	is	primarily	due	to	higher	depreciation	expense	of	$20.5	million resulting	from	additional	utility	plant	placed	in	service	and	increased	general	taxes	of	$5.0	million	principally	attributable	to	higher	gross	receipts	taxes	in	our	New Jersey	regulated	subsidiary.	Offsetting	these	increases	is	lower	operation	and	maintenance	expense,	as	explained	above.

# Market-Based	Operations	Segment

The	following	table	provides	certain	financial	information	for	our	Market-Based	Operations	segment	for	the	periods	indicated:

|  | For	the	years	ended	December	31, | For	the	years	ended	December	31, |  |
| :--- | :--- | :--- | :--- |
|  | 2012 | 2011 | 2010 |
|  |  | (in\tthousands) |  |
| Operating\trevenues | $330,329 | $327,815 | $294,723 |
| Operation\tand\tmaintenance\texpense | \t 276,809 | 278,375 | 256,633 |
| Operating\texpenses,\tnet | \t 288,099 | 290,768 | 269,059 |
| Income\tfrom\tcontinuing\toperations\tbefore\tincome\ttaxes | 45,817 | 39,324 | 30,416 |

Operating	revenues.	The	increase	in	revenues	for	the	year	ended	December	31,	2012,	compared	to	the	same	period	in	2011,	is	primarily	attributable	to	an	$8.0 million	increase	in	our	HOS	revenues	associated	with	continued	contract	growth	and	a	price	increase.	Also	contributing	to	the	higher	revenues	was	a	$2.2	million increase	in	our	Contract	Operations	Group	revenues	which	is	mainly	due	to	incremental	revenues	associated	with	military	construction	and	operation	and	maintenance projects.	These	increases	were	offset	by	decreases	in	our	Carbon	Services	Group	revenues	of	$6.0	million,	as	we	are	no	longer	providing	these	services	to	the	Regulated Businesses,	and	a	decrease	in	revenues	in	our	Residuals	Operations	Group	of	$1.8	million.

Operation	and	maintenance.	Operation	and	maintenance	expense	decreased	$1.6	million,	or	0.6%,	for	the	year	ended	December	31,	2012,	compared	to	the	year ended	December	31,	2011.

The	following	table	provides	information	regarding	operation	and	maintenance	expense	for	the	years	ended	December	31,	2012,	and	2011,	by	major	expense category:

|  |  | For	the	years	ended	December	31, | For	the	years	ended	December	31, |  |
| :--- | :--- | :--- | :--- | :--- |
|  |  |  | Increase |  |
|  | 2012 | 2011 | (Decrease) | Percentage |
|  |  | (Dollars\tin\tthousands) |  |  |
| Production\tcosts | $42,772 | $47,897 | $(5,125) | (10.7%) |
| Employee-related\tcosts | 71,002 | 75,012 | (4,010) | (5.3%) |
| Operating\tsupplies\tand\tservices | \t 117,749 | \t 108,552 | 9,197 | 8.5% |
| Maintenance\tmaterials\tand\tservices | 36,730 | 38,568 | (1,838) | (4.8) |
| Other | 8,556 | 8,346 | 210 | 2.5% |
| Total | $276,809 | $278,375 | $(1,566) | (0.6%) |

The	increase	in	operating	supplies	and	services	is	attributable	to	increased	construction	activity	for	our	military	contracts.	In	addition,	2011	included	the	release	of a	$2.2	million	loss	contract	reserve	due	to	the	resolution	of	certain	outstanding	issues	and	uncertainties.	Offsetting	the	increase	in	operating	supplies	and	services	are decreases	in	production,	employee-related	and	maintenance	costs	which	is	the	result	of	expired	and	terminated	contracts.	Additionally,	operating	supplies	and	services	is lower	due	to	lower	Carbon	Services	Group	expenses,	which	corresponds	to	its	lower	revenues.

Operating	expense.	The	decrease	in	operating	expenses	for	the	year	ended	December	31,	2012	is	primarily	driven	by	the	decrease	in	operation	and	maintenance expense,	which	is	explained	above.

Income	from	continuing	operations	before	income	taxes.	The	$6.5	million	increase	for	the	year	ended	December	31,	2012,	is	the	result	of	the	aforementioned changes	in	operating	revenues	and	operating	and	maintenance	expense.

Operating	revenues.	The	increase	in	revenues	for	the	year	ended	December	31,	2011,	compared	to	the	same	period	in	2010,	is	primarily	attributable	to	an	increase in	the	Contract	Operations	Group	revenues	of	$22.3	million.	This	increase	is	mainly	the	result	of	incremental	revenues	associated	with	military	construction	and operations	and	maintenance	projects	related	to	our	water	and	wastewater	contracts	of	$43.7	million,	offset	by	lower	revenues	associated	with	other	expired	and terminated	contracts.

Operation	and	maintenance.	Operation	and	maintenance	expense	increased	$21.7	million,	or	8.5%,	for	the	year	ended	December	31,	2011,	compared	to	the	year ended	December	31,	2010.

The	following	table	provides	information	regarding	operation	and	maintenance	expense	for	the	years	ended	December	31,	2011,	and	2010,	by	major	expense category:

|  |  | For	the	years	ended	December	31, | For	the	years	ended	December	31, |  |
| :--- | :--- | :--- | :--- | :--- |
|  |  |  | Increase |  |
|  | 2011 | 2010 | (Decrease) | Percentage |
|  |  | (Dollars\tin\tthousands) |  |  |
| Production\tcosts | $47,897 | $54,203 | $(6,306) | (11.6%) |
| Employee-related\tcosts | 75,012 | 80,596 | (5,584) | (6.9%) |
| Operating\tsupplies\tand\tservices | \t 108,552 | 83,926 | 24,626 | 29.3% |
| Maintenance\tmaterials\tand\tservices | 38,568 | 34,484 | 4,084 | 11.8% |
| Other | 8,346 | 3,424 | 4,922 | 143.8% |
| Total | $278,375 | $256,633 | $21,742 | 8.5% |

Production	costs	are	comprised	of	fuel	and	power,	purchased	water,	chemicals	and	waste	disposal	costs.	The	overall	decrease	in	production	costs	is	mainly attributable	to	decreased	fuel	and	purchased	power	as	well	as	chemical	costs	for	the	year	ended	December	31,	2011,	as	compared	to	the	same	period	in	the	prior	year,	as a	result	of	the	cessation	of	costs	related	to	contracts	that	terminated	and	expired	during	2010.

Employee-related	costs,	including	salaries	and	wages,	group	insurance	and	other	employee	benefits,	decreased	$5.6	million	for	the	year	ended	December	31, 2011,	compared	to	the	same	period	in	2010.	The	decrease	in	these	costs	for	the	year	ended	December	31,	2011	is	primarily	due	to	lower	expenses	related	to	expired	and terminated	contracts,	partially	offset	by	increased	costs	associated	with	our	military	contracts.	Additionally,	costs	were	also	lower	due	to	reduced	headcount	attributable to	both	eliminated	as	well	as	vacant	positions	compared	to	the	same	period	in	2010.

Operating	supplies	and	services	consist	primarily	of	contracted	services	and	expenses	of	office	operation,	legal	and	other	professional	services,	transportation expenses,	as	well	as	information	systems	rental	charges	and	other	office	equipment	rental	charges.	The	increase	in	these	expenses	in	2011	compared	to	the	same	period in	the	prior	year	was	primarily	attributable	to	the	higher	expenses	associated	with	our	Contract	Operations	Group,	which	is	related	to	the	increased	activity	with	our military	construction	projects	corresponding	with	the	increase	in	revenues,	partially	offset	by	lower	expenses	due	to	expired	and	terminated	contracts.

The	increase	in	maintenance	materials	and	supplies	of	$4.1	million	is	primarily	due	to	higher	maintenance	expenses	due	to	increased	contract	work,	corresponding with	the	increase	in	revenues.

Other	operation	and	maintenance	expenses	include	casualty	and	liability	insurance	premiums	and	uncollectible	accounts	expense.	Uncollectible	accounts	expense increased	$3.7	million	in	2011	and	was	mainly	due	to	an	increase	in	accounts	written-off	and	deferred	revenue	advanced	billing	adjustments	in	Homeowner	Services.

Operating	expense.	The	increase	in	operating	expenses	for	the	year	ended	December	31,	2011	is	primarily	driven	by	the	increase	in	operation	and	maintenance expense,	which	is	explained	above.

# Liquidity	and	Capital	Resources

We	regularly	evaluate	cash	requirements	for	current	operations,	commitments,	development	activities	and	capital	expenditures.	Our	business	is	very	capital intensive	and	requires	significant	capital	resources.	A	majority	of	these	capital	resources	is	provided	by	internally	generated	cash	flows	from	operations.	When necessary,	we	obtain	additional	funds	from	external	sources	in	the	debt	and	equity	capital	markets	and	through	bank	borrowings.	Our	access	to	external	financing	on reasonable	terms	depends	on	our	credit	ratings	and	current	business	conditions,	including	that	of	the	water	utility	industry	in	general	as	well	as	conditions	in	the	debt	or equity	capital	markets.	If	these	business	and	market	conditions	deteriorate	to	the	extent	that	we	no	longer	have	access	to	the	capital	markets	at	reasonable	terms,	we	have access	to	an	unsecured	revolving	credit	facility	with	aggregate	bank	commitments	of	$1	billion.	We	rely	on	this	revolving	credit	facility	and	the	capital	markets	to	fulfill our	short-term	liquidity	needs,	to	issue	letters	of	credit	and	to	back	our	commercial	paper	program.	Disruptions	in	the	credit	markets	may	discourage	lenders	from extending	the	terms	of	such	commitments	or	agreeing	to	new	commitments.	Market	disruptions	may	also	limit	our	ability	to	issue	debt	and	equity	securities	in	the	capital markets.	See	"—Credit	Facility	and	Short-Term	Debt."

In	order	to	meet	our	short-term	liquidity	needs,	we,	through	American	Water	Capital	Corp.	("AWCC"),	our	financing	subsidiary,	issue	commercial	paper,	which is	supported	by	the	revolving	credit	facility.	AWCC	had	no	outstanding	borrowings	and	$32.9	million	of	outstanding	letters	of	credit	under	its	credit	facility	as	of December	31,	2012.	As	of	December	31,	2012,	AWCC	had	$967.1	million	available	under	our	credit	facility	that	we	can	use	to	fulfill	our	short-term	liquidity	needs,	to issue	letters	of	credit	and	back	our	$270.0	million	outstanding	commercial	paper.	We	can	provide	no	assurances	that	our	lenders	will	meet	their	existing	commitments	or that	we	will	be	able	to	access	the	commercial	paper	or	loan	markets	in	the	future	on	terms	acceptable	to	us	or	at	all.

In	addition,	our	regulated	operating	companies	receive	advances	and	contributions	from	customers,	home	builders	and	real	estate	developers	to	fund	construction necessary	to	extend	service	to	new	areas.	Advances	for	construction	are	refundable	for	limited	periods,	which	vary	according	to	state	regulations,	as	new	customers	begin to	receive	service	or	other	contractual	obligations	are	fulfilled.	Amounts	which	are	no	longer	refundable	are	reclassified	to	contributions	in	aid	of	construction.	Utility plant	funded	by	advances	and	contributions	is	excluded	from	the	rate	base.	Generally,	we	depreciate	contributed	property	and	amortize	contributions	in	aid	of construction	at	the	composite	rate	of	the	related	property.	Some	of	our	subsidiaries	do	not	depreciate	contributed	property,	based	on	regulatory	guidelines.

We	use	our	capital	resources,	including	cash,	to	(i)	fund	capital	requirements,	including	construction	expenditures,	(ii)	pay	off	maturing	debt,	(iii)	pay	dividends, (iv)	fund	pension	and	postretirement	welfare	obligations	and	(v)	invest	in	new	and	existing	ventures.	We	spend	a	significant	amount	of	cash	on	construction	projects	that we	expect	to	have	a	long-term	return	on	investment.	Additionally,	we	operate	in	rate-regulated	environments	in	which	the	amount	of	new	investment	recovery	may	be limited,	and	where	such	recovery	takes	place	over	an	extended	period	of	time,	as	our	recovery	is	subject	to	regulatory	lag.	See	"Business—Regulation—Economic Regulation."	We	expect	to	fund	future	maturities	of	long-term	debt	through	a	combination	of	external	debt	and	to	the	extent	available	cash	flows	from	operations.	Since we	continue	to	make	investments	equal	to	or	greater	than	our	cash	flows	from	operating	activities,	we	have	no	plans	to	reduce	debt	significantly.

We	believe	that	our	ability	to	access	the	capital	markets,	our	revolving	credit	facility	and	our	cash	flows	from	operations	will	generate	sufficient	cash	to	fund	our short-term	requirements.	We	fund	liquidity	needs	for	capital	investment,	working	capital	and	other	financial	commitments	through	cash	flows	from	operations,	public and	private	debt	offerings,	commercial	paper	markets	and	to	the	extent	necessary,	our	revolving	credit	facility.	We	believe	we	have	sufficient	liquidity	and	ability	to manage	our	expenditures	should	there	be	a	disruption	of	the	capital	and	credit	markets.

In	addition,	the	Company	can	delay	major	capital	investments	or	other	funding	requirement	or	pursue	financing	from	other	sources	to	preserve	liquidity,	if necessary.	The	Company	believes	it	can	rely	upon	cash	flows	from	operations	to	meet	its	obligations	and	fund	its	minimum	required	capital	investments	for	an	extended period	of	time.

# Cash	Flows	from	Operating	Activities

Cash	flows	from	operating	activities	primarily	result	from	the	sale	of	water	and	wastewater	services	and,	due	to	the	seasonality	of	demand,	are	generally	greater during	the	third	quarter	of	each	fiscal	year.	Our	future	cash	flows	from	operating	activities	will	be	affected	by,	among	other	things,	economic	utility	regulation; infrastructure	investment;	inflation;	compliance	with	environmental,	health	and	safety	standards;	production	costs;	customer	growth;	declining	per	customer	usage	of water;	weather	and	seasonality;	and	overall	economic	conditions.

Cash	flows	from	operating	activities	have	been	a	reliable,	steady	source	of	funding,	sufficient	to	meet	operating	requirements,	make	our	dividend	payments	and fund	a	portion	of	our	capital	expenditures	requirements.	We	will	seek	access	to	debt	and	equity	capital	markets	to	meet	the	balance	of	our	capital	expenditure requirements	as	needed.	There	can	be	no	assurance	that	we	will	be	able	to	access	such	markets	successfully	on	favorable	terms	or	at	all.	Operating	cash	flows	can	be negatively	affected	by	changes	in	our	rate	regulated	environments	or	changes	in	our	customers'	economic	outlook	and	ability	to	pay	for	service	in	a	timely	manner.	We can	provide	no	assurance	that	our	customers'	historical	payment	pattern	will	continue	in	the	future.

The	following	table	provides	a	summary	of	the	major	items	affecting	our	cash	flows	from	operating	activities	for	the	periods	indicated:

|  | 2012 | 2011 | 2010 |
| :--- | :--- | :--- | :--- |
|  |  | (in\tthousands) |  |
| Net\tincome | $358,070 | $309,613 | $267,827 |
| Add\t(subtract): |  |  |  |
| Non-cash\toperating\tactivities(1) | 715,525 | 677,569 | 598,906 |
| Changes\tin\tworking\tcapital(2) | 11,413 | 7,905 | 45,457 |
| Pension\tand\tpostretirement\thealthcare\tcontributions | (129,410) | (186,730) | (137,257) |
| Net\tcash\tflows\tprovided\tby\toperations | $955,598 | $808,357 | $774,933 |

(1) Includes,	depreciation	and	amortization,	provision	for	deferred	income	taxes,	amortization	of	deferred	investment	tax	credits,	provision	for	losses	on	utility accounts	receivable,	allowance	for	other	funds	used	during	construction,	(gain)	loss	on	sale	of	assets,	and	pension	and	non-pension	post	retirement	benefits expense	and	other	non-cash	items.	Details	of	each	component	can	be	found	in	the	Consolidated	Statements	of	Cash	Flows.

(2) Changes	in	working	capital	include	changes	to	accounts	receivable	and	unbilled	utility	revenue,	income	taxes	receivable,	other	current	assets,	accounts	payable, taxes	accrued	(including	income	taxes),	interest	accrued	and	other	current	liabilities.

The	increase	in	cash	flows	from	operations	for	the	year	ended	December	31,	2012	compared	to	the	same	period	in	2011	is	primarily	attributable	to	additional revenues	in	2012	and	lower	pension	and	postretirement	healthcare	contributions.

The	increase	in	cash	flows	from	operations	for	the	year	ended	December	31,	2011	compared	to	the	same	period	in	2010	is	primarily	attributable	to	additional revenues	in	2011	offset	by	the	receipt	of	a	tax	refund	in	the	first	half	of	2010	that	did	not	occur	in	2011.

The	Company	expects	to	make	pension	and	postretirement	benefit	contributions	to	the	plan	trusts	of	$95.1	million	in	2013,	of	which	$30.1	million	was	already made	in	2013.	In	addition,	we	estimate	that	contributions	will	amount	to	$73.4	million	in	2014,	$83.4	million	in	2015,	$92.7	million	in	2016	and	$95.1	million	in	2017. Actual	amounts	contributed	could	change	materially	from	these	estimates	as	a	result	of	changes	in	assumptions	and	actual	investment	returns.

# Cash	Flows	from	Investing	Activities

Cash	flows	used	in	investing	activities	were	as	follows	for	the	periods	indicated:

|  | For	the	Years	Ended	December	31, | For	the	Years	Ended	December	31, |  |
| :--- | :--- | :--- | :--- |
|  | 2012 | 2011 | 2010 |
|  |  | (in\tthousands) |  |
| Net\tcapital\texpenditures | $(928,574) | $ (924,858) | $(765,636) |
| Proceeds\tfrom\tsale\tof\tassets\tand\tsecurities | 561,739 | 9,972 | 239 |
| Acquisitions | (44,560) | (7,220) | (1,642) |
| Other\tinvesting\tactivities,\tnet(1) | 29,039 | 9,709 | 20,296 |
| Net\tcash\tflows\tused\tin\tinvesting\tactivities | $(382,356) | $ (912,397) | $(746,743) |

(1) Includes	removal	costs	from	property,	plant	and	equipment	retirements,	net	funds	released	and	other.

The	variance	from	2011	to	2012	in	cash	flows	used	in	investing	is	mainly	attributable	to	the	cash	proceeds	received	from	the	sale	of	our	Arizona	and	New	Mexico subsidiaries	in	January	2012	partially	offset	by	cash	proceeds	used	for	acquisition	purposes,	with	the	largest	being	the	acquisition	of	additional	regulated	water	and wastewater	operations	in	New	York

Cash	flows	used	in	investing	activities	increased	in	2011	compared	to	2010	primarily	due	to	an	increase	in	our	capital	expenditures	for	the	year	ended December	31,	2011	which	is	attributable	to	the	construction	of	and	replacement	of	certain	treatment	facilities,	and	infrastructure	in	our	Pennsylvania	subsidiary	as	well as	increased	capital	spending	associated	with	our	business	transformation	project	as	we	moved	into	its	design	and	build	phase.

We	estimate	that	business	transformation	project	expenditures	could	be	in	the	range	of	$280	million	prior	to	any	AFUDC	allowed.	Through	December	31,	2012 including	AFUDC	of	$17.4	million,	capital	expenditures	amount	to	$257.1	million	on	the	project	with	$117.3	million	spent	in	2012.	As	with	any	other	initiative	of	this magnitude,	there	are	risks	that	could	result	in	increased	costs.	Any	technical	difficulties	in	developing	or	implementing	this	initiative,	such	as	implementing	a	successful change	management	process,	may	result	in	delays,	which	in	turn,	may	increase	the	costs	of	the	project	and	also	delay	and,	perhaps,	reduce	any	cost	savings	and efficiencies	expected	to	result	from	the	initiative.	When	we	make	adjustments	to	our	operations,	we	may	incur	incremental	expenses	prior	to	realizing	the	benefits	of	a more	efficient	workforce	and	operating	structure.	While	we	believe	such	expenditures	can	be	recovered	through	regulated	rates,	we	can	provide	no	guarantee	that	we will	be	able	to	achieve	timely	rate	recovery	of	these	increased	costs	associated	with	this	transformation	project.	Any	such	delays	or	difficulties	encountered	with	such recovery	may	have	a	material	and	adverse	impact	on	our	business,	customer	relationships	and	financial	results.

As	previously	noted,	in	2013,	we	estimate	that	Company-funded	capital	investment	will	total	approximately	$950	million.	For	years	in	the	foreseeable	future beyond	2013	we	estimate	that	such	investment	will	be	between	$800	million	and	$1	billion	annually.	We	intend	to	invest	capital	prudently	to	provide	essential	services to	our	regulated	customer	base,	while	working	with	regulators	in	the	various	states	in	which	we	operate	to	have	the	opportunity	to	earn	an	appropriate	rate	of	return	on our	investment	and	a	return	of	our	investment.

Our	infrastructure	investment	plan	consists	of	both	infrastructure	renewal	programs,	where	we	replace	infrastructure	as	needed,	and	major	capital	investment projects,	where	we	construct	new	water	and	wastewater	treatment	and	delivery	facilities	to	meet	new	customer	growth	and	water	quality	regulations.	Our	projected capital	expenditures	and	other	investments	are	subject	to	periodic	review	and	revision	to	reflect	changes	in	economic	conditions	and	other	factors.

The	following	table	provides	a	summary	of	our	historical	capital	expenditures:

|  | For	the	Years	Ended	December	31, | For	the	Years	Ended	December	31, |  |
| :--- | :--- | :--- | :--- |
|  | 2012 | 2011 | 2010 |
|  |  | (in\tthousands) |  |
| Transmission\tand\tdistribution | $ 343,640 | $298,564 | $299,303 |
| Treatment\tand\tpumping | 138,072 | 191,771 | 133,473 |
| Services,\tmeter\tand\tfire\thydrants | 171,855 | 175,635 | 157,982 |
| General\tstructures\tand\tequipment | 104,854 | 84,059 | 88,932 |
| Business\ttransformation\tproject | 107,049 | 99,891 | 22,462 |
| Sources\tof\tsupply | 44,602 | 58,066 | 31,452 |
| Wastewater | 18,502 | 16,872 | 32,032 |
| Total\tcapital\texpenditures | $ 928,574 | $924,858 | $765,636 |

Capital	expenditures	for	the	year	ended	December	31,	2012	increased	by	$3.7	million,	or	0.4%,	compared	to	2011,	mainly	as	a	result	of	an	increase	in	the replacement	of	transmission/distribution	infrastructure	and	higher	business	transformation	project	expenditures,	partially	offset	by	a	reduction	in	treatment	and	pumping expenditures	due	to	the	completion	of	certain	water	treatment	plant	projects,	for	which	major	expenditures	occurred	in	2011.	Capital	expenditures	for	the	year	ended December	31,	2011	increased	by	$159.2	million,	or	20.8%,	compared	to	2010,	mainly	as	a	result	of	the	increased	business	transformation	project	expenditures	of	$77.4 million	and	increased	treatment	and	pumping	expenditures	of	$58.3	million	as	a	result	of	certain	water	treatment	plants	projects	in	our	Pennsylvania,	New	Jersey	and Indiana	subsidiaries.	One	avenue	to	seek	growth	is	through	tuck-ins,	by	helping	commissions	with	troubled	water	systems	as	well	as	other	acquisitions	that	are complementary	to	our	existing	business	and	support	the	continued	geographical	diversification	and	growth	of	our	operations.	Generally,	acquisitions	are	funded	initially with	short-term	debt	and	later	refinanced	with	the	proceeds	from	long-term	debt	or	equity	offerings.

The	following	provides	a	summary	of	the	acquisitions	and	dispositions	affecting	our	cash	flows	from	investing	activities	in	the	years	indicated:

•	 We	paid	approximately	$44.6	million	for	numerous	regulated	water	and	wastewater	systems	in	New	York,	Pennsylvania,	Indiana,	Missouri	and West	Virginia,	with	the	largest	associated	with	the	acquisition	of	seven	regulated	water	systems	in	New	York	in	May	2012	for	a	purchase	price	of $36.7	million	plus	assumed	liabilities.

•	 We	received	approximately	$561.7	million	from	the	sale	of	our	assets	and	securities,	including	$458.9	million	associated	with	the	sale	of	our Arizona,	New	Mexico	and	Ohio	regulated	subsidiaries.

•	 We	paid	approximately	$7.2	million	for	numerous	regulated	water	and	wastewater	systems	in	Missouri,	New	Jersey,	and	Pennsylvania,	with	the largest	associated	with	the	acquisition	of	11	regulated	water	systems	and	48	wastewater	systems	in	Missouri	in	May	2011	for	a	purchase	price	of $3.3	million.

•	 We	received	approximately	$10.0	million	for	the	sale	of	assets	and	securities,	including	$6.2	million	associated	with	the	sale	of	our	Texas subsidiary's	assets	and	$2.9	million	from	the	sale	of	the	Applied	Water	Management	subsidiary.

•	 We	paid	approximately	$1.6	million	for	five	regulated	water	systems	and	one	wastewater	system.

Our	investing	activities	could	require	considerable	capital	resources	which	we	have	generated	through	operations	and	attained	through	financing	activities.	We	can provide	no	assurances	that	these	resources	will	be	sufficient	to	meet	our	expected	investment	needs	and	may	be	required	to	delay	or	reevaluate	our	investment	plans.

# Cash	Flows	from	Financing	Activities

Our	financing	activities,	primarily	focused	on	funding	construction	expenditures,	include	the	issuance	of	long-term	and	short-term	debt,	primarily	through AWCC.	We	intend	to	access	capital	markets	on	a	regular	basis,	subject	to	market	conditions.

In	addition,	new	infrastructure	may	be	funded	with	customer	advances	and	contributions	for	construction	(net	of	refunds).	This	amounted	to	$31.9	million,	$22.3 million	and	$7.0	million	for	the	years	ended	December	31,	2012,	2011	and	2010,	respectively.

On	May	4,	2012,	we	and	AWCC	filed	a	universal	shelf	registration	statement	that	enabled	us	to	offer	and	sell	from	time	to	time	various	types	of	securities, including	common	stock,	preferred	stock	and	debt	securities,	all	subject	to	market	demand	and	ratings	status.	During	2012,	$300	million	of	debt	securities	were	issued pursuant	to	this	filing.

In	regards	to	debt	financings,	the	following	long-term	debt	was	issued	in	2012:

(a) The	net	proceeds	from	this	issuance	were	used	to	finance	certain	redemptions	of	long-term	debt	and	to	fund	the	repayment	of	short-term	debt.

(b) Proceeds	from	these	issuances	were	received	from	New	Jersey	Environmental	Infrastructure	Trust	and	will	be	used	to	fund	certain	specific	projects.	The proceeds	are	held	in	trust	pending	our	certification	that	we	have	incurred	qualifying	expenditures.	These	issuances	have	been	presented	as	non-cash	on	the Consolidated	Statements	of	Cash	Flows.	Subsequent	releases	of	all	or	a	lesser	portion	of	the	funds	by	the	Trust	are	reflected	as	the	release	of	restricted funds	and	are	included	in	the	investing	activities	in	the	Consolidated	Statements	of	Cash	Flows.

(c) Proceeds	from	these	issuances	were	received	from	the	Pennsylvania	Infrastructure	Investment	Authority	and	funded	specified	projects.

Also,	in	the	second	quarter	of	2012,	and	in	connection	with	the	acquisition	of	our	additional	subsidiaries	in	New	York,	we	assumed	debt	of	$25.2	million	with coupon	rates	of	5.00%	to	6.00%	and	maturity	dates	ranging	from	2015	to	2035.	In	September	2012,	we	redeemed	$10.9	million	of	these	outstanding	bonds	with	original maturity	dates	of	2031	to	2035	and	interest	rates	ranging	from	5.00%	to	6.00%.

The	following	long-term	debt	was	retired	through	optional	redemption	or	payment	at	maturity	during	2012:

| Company | Type | Interest	Rate | Maturity | (in	thousands) |
| :--- | :--- | :--- | :--- | :--- |
| American\tWater\tCapital\tCorp. | Senior\tnotes-fixed\trate | 8.25% | 2038 | $10 |
| Other\tsubsidiaries | Private\tactivity\tbonds\tand |  |  |  |
|  | government\tfunded\tdebt–fixed |  |  |  |
|  | rate | \t0.00%-9.60% | \t2012-2041 | 447,325 |
| Other\tsubsidiaries | Mortgage\tbonds–fixed\trate | \t6.85%-7.95% | 2012 | 24,200 |
| Other\tsubsidiaries | Mandatory\tredeemable\tpreferred |  |  |  |
|  | stock | \t4.60%-9.18% | \t2013-2036 | 1,549 |
| Other | Capital\tleases\t&amp;\tother |  |  | 419 |
| Total\tretirements\t&amp;\tredemptions |  |  |  | $473,503 |

Included	in	the	long-term	debt	redemptions/retirements	is	$4.2	million	related	to	our	previously	held	Ohio	subsidiary,	which	was	classified	in	discontinued operations	prior	to	its	divestiture.

The	following	long-term	debt	was	issued	in	2011:

The	following	long-term	debt	was	issued	in	2010:

Note:	Private	activity	type	defined	as	private	activity	bonds	and	government	funded	debt.

(a) On	June	24,	2010,	AWCC	closed	an	offering	of	$26.0	million	in	tax-exempt	water	facility	revenue	bonds	issued	by	Owen	County,	Kentucky.	The	bonds	have	a coupon	of	5.38%	with	a	maturity	of	2040	and	a	10-year	call	option.	The	proceeds	from	the	bond	offering	will	be	used	to	repay	short-term	debt	related	to	the construction	of	the	water	treatment	and	transmission	facility	located	in	Owen	County,	Kentucky,	as	well	as	to	pay	remaining	costs	of	acquisition,	construction, installation	and	equipping	of	the	water	treatment	and	transmission	facility.

(b) On	May	27,	2010,	AWCC	closed	an	offering	of	$25.0	million	in	tax-exempt	water	facility	revenue	bonds	issued	by	the	Illinois	Finance	Authority.	The	bonds	have a	coupon	of	5.25%	with	a	maturity	of	2040	and	a	10-year	call	option.	The	proceeds	from	the	bond	offering	will	be	used	to	fund	water	facility	projects	in Champaign,	Livingston,	Logan,	Madison,	Peoria	and	St.	Clair	counties	in	Illinois.

(c) On	August	18,	2010,	AWCC	closed	an	offering	of	$35.0	million	in	tax-exempt	bonds	issued	through	the	State	of	California	Pollution	Control	Financing Authority.	The	bonds	have	a	coupon	of	5.25%	with	a	30-year	maturity	and	a	10-year	call	option.	The	proceeds	from	bond	offering	will	be	used	to	fund	specific CAWC	projects.

(d) On	September	16,	2010,	AWCC	closed	an	offering	of	$25.0	million	in	tax-exempt	water	facility	revenue	bonds	issued	through	the	Indiana	Finance	Authority.	The bonds	have	a	coupon	rate	4.85%	with	a	30-year	maturity	and	a	10-year	call	option.	The	proceeds	from	the	bonds	will	be	used	to	fund	water	facility	projects	in Indiana-American	Water	Company,	Inc.'s	service	territory.

(e) Represents	$10.6	million	of	variable	rate	debt	that	was	held	in	the	Company's	treasury	at	December	31,	2009	because	no	investors	were	willing	to	purchase	the bonds.	On	July	27,	2010,	this	variable	rate	debt	was	remarketed	as	fixed	rate	bonds	with	a	coupon	rate	of	5.25%	and	a	maturity	date	of	2028.

(f) On	December	1,	2010	AWCC	closed	on	a	6.00%	senior	fixed	rate	note.	Proceeds	used	to	paydown	short-term	debt.

(g) On	July	9,	2010,	our	operating	subsidiary,	NJAWC,	closed	on	a	refunding	of	four	outstanding	bonds	issuances.	To	accomplish	this	refunding,	the	New	Jersey Economic	Development	Authority	issued	three	new	series	of	bonds	on	behalf	of	NJAWC.	The	new	bonds	have	coupon	rates	of	5.60%,	5.10%	and	4.45%	and maturities	of	2034,	2023	and	2023,	respectively.

(h) On	November	1,	2010,	NJAWC	closed	on	refinancings	of	two	outstanding	bond	issues	and	the	New	Jersey	Economic	Development	Authority	issued	two	new series	of	bonds	on	behalf	of	NJAWC.

(i) Proceeds	received	from	various	financing/development	authorities.	The	proceeds	will	be	used	to	fund	certain	projects.

The	following	long-term	debt	was	retired	through	optional	redemption	or	payment	at	maturity	during	2010:

| Company | Type | Interest	Rate | Maturity | (in		thousands) |
| :--- | :--- | :--- | :--- | :--- |
| American\tWater\tCapital\tCorp. | Senior\tnotes-fixed\trate | 6.00%-6.87% | 2011-2039 | $28,157 |
| Other\tsubsidiaries | Private\tactivity-fixed\trate\tand |  |  |  |
|  | government\tfunded\tdebt | 0.00%-6.88% | 2010-2036 | 233,476 |
| Other\tsubsidiaries | Mortgage\tbonds-fixed\trate | 7.86%-8.98% | 2010-2011 | 10,275 |
| Other\tsubsidiaries | Mandatory\tredeemable\tpreferred\tstock | 4.60%-6.00% | 2013-2019 | 218 |
| Other | Capital\tleases\tand\tother |  |  | 792 |
| Total\tretirements\t&amp;\tredemptions |  |  |  | $272,918 |

From	time	to	time	and	as	market	conditions	warrant,	we	may	engage	in	long-term	debt	retirements	via	tender	offers,	open	market	repurchases	or	other	viable alternatives	to	strengthen	our	balance	sheets.

# Credit	Facility	and	Short-Term	Debt

The	components	of	short-term	debt	were	as	follows:

|  | December	31,<br>2012 | December	31,<br>2011 |
| :--- | :--- | :--- |
|  | (in\tthousands) |  |
| Commercial\tpaper,\tnet\tof\tdiscount | $269,985 | $481,048 |
| Book-overdraft | — | 34,002 |
| Total\tshort-term\tdebt | $269,985 | $515,050 |

Prior	to	entering	into	a	new	credit	facility	in	late	2012,	AWCC	maintained	an	$840	million	senior	unsecured	credit	facility	syndicated	among	a	group	of	10	banks. This	revolving	credit	facility,	was	principally	used	to	support	the	commercial	paper	program	at	AWCC	and	to	provide	up	to	$150.0	million	in	letters	of	credit.	On September	15,	2012,	$155.0	million	of	this	senior	unsecured	revolving	credit	facility	expired,	leaving	$685.0	million	of	commitments	under	this	facility.	On	October	29, 2012,	we	terminated	this	agreement	and	entered	into	a	new	unsecured	revolving	credit	facility	with	$1	billion	in	aggregate	total	commitments	from	a	diversified	group	of 14	banks.	This	new	facility	will	mature	on	October	29,	2017	(subject	to	up	to	two	1-year	extensions	at	our	request).	Interest	rates	on	advances	under	the	new	facility	are based	on	a	credit	spread	to	the	Eurodollar	rate	or	base	rate	with	the	credit	spread	of	1.00%	through	June	2012	and	then	based	on	the	higher	of	AWCC's	Moody's Investors	Service,	which	we	refer	to	as	Moody's	or	Standard	&	Poor's	Ratings	Services,	which	we	refer	to	as	S&P,	credit	rating.	At	current	ratings	that	spread	would	be 1.075%.	Consistent	with	the	old	facility,	this	new	facility,	unless	otherwise	extended,	requires	the	Company	to	maintain	a	ratio	of	consolidated	capitalization	of	not	more than	0.70	to	1.00.	Similar	to	the	old	facility,	the	new	facility	will	be	principally	used	to	support	AWCC's	commercial	paper	program	and	to	provide	up	to	$150.0	million in	letters	of	credit.

We	closely	monitor	events	in	the	financial	markets	and	the	financial	institutions	associated	with	this	credit	facility.	In	accordance	with	the	credit	agreement,	no financial	institution	can	have	more	than	$250.0	million	of	the	aggregate	commitment	through	the	facility	expiration	date	of	October	29,	2017.	If	any	lender	defaults	in its	obligation	to	fund	advances,	the	Company	may	request	the	other	lenders	to	assume	the	defaulting	lender's	commitment	or	replace	such	defaulting	lender	by designating	an	assignee	willing	to	assume	the	commitment.	However,	the	remaining	lenders	have	no	obligation	to	assume	a	defaulting	lender's	commitment	and	we	can provide	no	assurances	that	we	will	be	able	to	replace	a	defaulting	lender.

The	following	table	provides	information	as	of	December	31,	2012	and	2011,	regarding	the	respective	credit	facility	in	effect	at	the	time,	letters	of	credit	sub- limits	and	available	funds	under	those	revolving	credit	facilities,	as	well	as	outstanding	amounts	of	commercial	paper	and	outstanding	borrowings	under	the	respective facilities:

|  | Credit	Facility<br>Commitment | Available<br>Credit	Facility<br>Capacity | Letter	of	Credit<br>Sublimit | Available<br>Letter	of	Credit<br>Capacity | Outstanding<br>Commercial<br>Paper<br>(Net	of	Discount) | Credit	Line<br>Borrowings |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (in\tthousands) |  |  |  |
| December\t31,\t2012 | $ 1,000,000 | $967,137 | $150,000 | $117,137 | $269,985 | $— |
| December\t31,\t2011 | $850,000 | $813,548 | $150,000 | $113,548 | $481,048 | $— |

AWCC	had	no	outstanding	borrowings	under	the	credit	facility	and	$27.6	million	of	outstanding	letters	of	credit	under	this	credit	facility	as	of	February	21,	2013. Also,	as	of	February	21,	2013,	AWCC	had	$295.1	million	of	commercial	paper	outstanding.

The	weighted-average	interest	rate	on	short-term	borrowings	for	the	years	ended	December	31,	2012	and	2011	was	approximately	0.49%	and	0.41%,	respectively.

# Capital	Structure

The	following	table	indicates	the	percentage	of	our	capitalization	represented	by	the	components	of	our	capital	structure	as	of	December	31,	2012,	2011	and

|  | At<br>December	31,<br>2012 | At<br>December	31,<br>2011 | At<br>December	31,<br>2010 |
| :--- | :--- | :--- | :--- |
| Common\tstockholder\tequity\tand\tpreferred\tstock\twithout\tmandatory\tredemption |  |  |  |
| rights | 44% | 42% | 42% |
| Long-term\tdebt\tand\tredeemable\tpreferred\tstock\tat\tredemption\tvalue | 52% | 53% | 55% |
| Short-term\tdebt\tand\tcurrent\tportion\tof\tlong-term\tdebt | 4% | 5% | 3% |
|  | 100% | 100% | 100% |

The	changes	in	the	capital	structure	between	periods	were	mainly	attributable	to	changes	in	outstanding	commercial	paper	balances.	The	increase	in	2011	was	the result	of	funding	the	majority	of	2011	cash	requirements	with	commercial	paper	as	a	result	of	anticipating	the	proceeds	from	the	divestiture	of	our	Arizona	and	New Mexico	regulated	businesses	in	2012.	We	used	the	net	proceeds	from	the	sale	to	pay	down	commercial	paper	in	2012.

# Debt	Covenants

Our	debt	agreements	contain	financial	and	non-financial	covenants.	To	the	extent	that	we	are	not	in	compliance,	we	or	our	subsidiaries	may	be	restricted	in	our ability	to	pay	dividends,	issue	debt	or	access	our	revolving	credit	lines.	We	were	in	compliance	with	our	covenants	as	of	December	31,	2012.	Long-term	debt	indentures contain	a	number	of	covenants	that,	among	other	things,	limit	the	Company	from	issuing	debt	secured	by	the	Company's	assets,	subject	to	certain	exceptions.

Certain	long-term	notes	and	the	revolving	credit	facility	require	us	to	maintain	a	ratio	of	consolidated	total	indebtedness	to	consolidated	total	capitalization	of	not more	than	0.70	to	1.00.	On	December	31,	2012,	our	ratio	was	0.56	to	1.00	and	therefore	we	were	in	compliance	with	the	ratio.

# Security	Ratings

Our	access	to	the	capital	markets,	including	the	commercial	paper	market,	and	respective	financing	costs	in	those	markets,	is	directly	affected	by	securities	ratings of	the	entity	that	is	accessing	the	capital	markets.	We	primarily	access	the	capital	markets,	including	the	commercial	paper	market,	through	AWCC.	However,	we	also issue	debt	at	our	regulated	subsidiaries,	primarily	in	the	form	of	tax	exempt	securities,	to	lower	our	overall	cost	of	debt.

On	August	14,	2012,	Moody's	changed	its	rating	outlook	to	positive	from	stable	and	affirmed	its	"Baa2"	corporate	credit	rating	for	both	AWCC	and	American Water	and	its	"P2"	commercial	paper	rating	for	AWCC.	On	June	18,	2012,	S&P	revised	its	rating	outlook	for	American	Water	and	AWCC	to	positive	from	stable.	In addition,	on	January	30,	2012,	S&P	reaffirmed	its	"BBB+"	corporate	credit	rating	on	AWCC	and	American	Water	and	AWCC's	"A2"	commercial	rating.

The	following	table	shows	the	Company's	securities	ratings	as	of	December	31,	2012:

A	security	rating	is	not	a	recommendation	to	buy,	sell	or	hold	securities	and	may	be	subject	to	revision	or	withdrawal	at	any	time	by	the	assigning	rating	agency, and	each	rating	should	be	evaluated	independently	of	any	other	rating.	Security	ratings	are	highly	dependent	upon	our	ability	to	generate	cash	flows	in	an	amount sufficient	to	service	our	debt	and	meet	our	investment	plans.	We	can	provide	no	assurances	that	our	ability	to	generate	cash	flow	is	sufficient	to	maintain	our	existing ratings.	None	of	our	borrowings	are	subject	to	default	or	prepayment	as	a	result	of	the	downgrading	of	these	security	ratings,	although	such	a	downgrading	could increase	fees	and	interest	charges	under	our	credit	facility.

As	part	of	the	normal	course	of	business,	we	routinely	enter	into	contracts	for	the	purchase	and	sale	of	water,	energy,	chemicals	and	other	services.	These	contracts either	contain	express	provisions	or	otherwise	permit	us	and	our	counterparties	to	demand	adequate	assurance	of	future	performance	when	there	are	reasonable	grounds for	doing	so.	In	accordance	with	the	contracts	and	applicable	contract	law,	if	we	are	downgraded	by	a	credit	rating	agency,	especially	if	such	downgrade	is	to	a	level below	investment	grade,	it	is	possible	that	a	counterparty	would	attempt	to	rely	on	such	a	downgrade	as	a	basis	for	making	a	demand	for	adequate	assurance	of	future performance,	which	could	include	a	demand	that	we	provide	collateral	to	secure	our	obligations.	We	do	not	expect	to	post	any	collateral	which	will	have	a	material adverse	impact	on	the	Company's	results	of	operations,	financial	position	or	cash	flows.

# Dividends

Our	board	of	directors	has	adopted	a	dividend	practice	to	distribute	to	our	stockholders	a	portion	of	our	net	cash	provided	by	operating	activities	as	regular quarterly	dividends,	rather	than	retaining	that	cash	for	other	purposes.	We	expect	that	dividends	will	be	paid	quarterly	to	holders	of	record	approximately	15	days	prior to	the	distribution	date.	Since	the	dividends	on	our	common	stock	will	not	be	cumulative,	only	declared	dividends	will	be	paid.

# Regulatory	Restrictions

The	issuance	by	the	Company	or	AWCC	of	long-term	debt	or	equity	securities	does	not	require	authorization	of	any	state	PUC	if	no	guarantee	or	pledge	of	the regulated	subsidiaries	is	utilized.	However,	state	PUC	authorization	is	required	to	issue	long-term	debt	or	equity	securities	at	most	of	our	regulated	subsidiaries.	Our regulated	subsidiaries	normally	obtain	the	required	approvals	on	a	periodic	basis	to	cover	their	anticipated	financing	needs	for	a	period	of	time	or	in	connection	with	a specific	financing.

Under	applicable	law,	our	subsidiaries	can	pay	dividends	only	from	retained,	undistributed	or	current	earnings.	A	significant	loss	recorded	at	a	subsidiary	may limit	the	dividends	that	the	subsidiary	can	distribute	to	us.

# Insurance	Coverage

We	carry	various	property,	casualty	and	financial	insurance	policies	with	limits,	deductibles	and	exclusions	that	we	believe	are	consistent	with	industry	standards. However,	insurance	coverage	may	not	be	adequate	or	available	to	cover	unanticipated	losses	or	claims.	We	are	self-insured	to	the	extent	that	losses	are	within	the	policy deductible	or	exceed	the	amount	of	insurance	maintained.	Such	losses	could	have	a	material	adverse	effect	on	our	short-term	and	long-term	financial	condition	and	our results	of	operations	and	cash	flows.

# Contractual	Obligations	and	Commitments

We	enter	into	obligations	with	third	parties	in	the	ordinary	course	of	business.	These	financial	obligations,	as	of	December	31,	2012,	are	set	forth	in	the	table below:

|  |  | Less	Than |  |  | More	Than |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Contractual\tobligation | Total | 1\tYear | 1-3\tYears | 3-5\tYears | 5\tYears |
|  |  |  | (in\tthousands) |  |  |
| Long-term\tdebt\tobligations(a) | $5,256,701 | $ 114,163 | $67,991 | $843,296 | $4,231,251 |
| Interest\ton\tlong-term\tdebt(b) | 4,983,772 | 314,212 | 617,934 | 609,060 | 3,442,566 |
| Capital\tlease\tobligations(c) | 1,049 | 142 | 70 | 88 | 749 |
| Interest\ton\tcapital\tlease\tobligations(d) | 1,066 | 115 | 218 | 205 | 528 |
| Operating\tlease\tobligations(e) | 162,135 | 17,163 | 29,105 | 19,132 | 96,735 |
| Purchase\twater\tobligations(f) | 636,361 | 47,790 | 96,408 | 82,051 | 410,112 |
| Other\tpurchase\tobligations(g) | 86,568 | 86,568 | — | — | — |
| Postretirement\tbenefit\tplans'\tobligations(h) | 122,585 | 27,985 | 50,800 | 43,800 | — |
| Pension\tplan\tobligations(h) | 386,875 | 67,075 | 106,000 | 144,000 | 69,800 |
| Preferred\tstocks\twith\tmandatory\tredemption\trequirements | 20,552 | 1,650 | 3,300 | 3,300 | 12,302 |
| Interest\ton\tpreferred\tstocks\twith\tmandatory\tredemption\trequirements | 15,847 | 1,692 | 2,956 | 2,386 | 8,813 |
| Other\tobligations(i) | 745,885 | 166,542 | 75,989 | 59,898 | 443,456 |
| Total | $12,419,396 | $ 845,097 | $1,050,771 | $1,807,216 | $8,716,312 |

Note:	The	above	table	reflects	only	financial	obligations	and	commitments.	Therefore,	performance	obligations	associated	with	our	Market-Based	Operations	are	not included	in	the	above	amounts.

(a) Represents	sinking	fund	obligations	and	debt	maturities.

(b) Represents	expected	interest	payments	on	outstanding	long-term	debt.	Amounts	reported	may	differ	from	actual	due	to	future	refinancing	of	debt.

(c) Represents	future	minimum	payments	under	noncancelable	capital	leases.

(d) Represents	expected	interest	payments	on	noncancelable	capital	leases.

(e) Represents	future	minimum	payments	under	noncancelable	operating	leases,	primarily	for	the	lease	of	motor	vehicles,	buildings,	land	and	other	equipment including	water	facilities	and	systems	constructed	by	partners	under	the	Public-Private	Partnerships	described	below.

(f) Represents	future	payments	under	water	purchase	agreements	for	minimum	quantities	of	water.

(g) Represents	the	open	purchase	orders	as	of	December	31,	2012,	for	goods	and	services	purchased	in	the	ordinary	course	of	business.

(h) Represents	contributions	expected	to	be	made	to	pension	and	post	retirement	benefit	plans	for	the	years	2013	through	2018.

(i) Includes	an	estimate	of	advances	for	construction	to	be	refunded,	capital	expenditures	estimated	to	be	required	under	legal	and	binding	contractual	obligations, contracts	entered	into	for	energy	purchases,	a	liability	associated	with	a	conservation	agreement	and	service	agreements.

# Public-Private	Partnerships

West	Virginia-American	Water	Company,	which	we	refer	to	as	WVAWC,	has	entered	into	a	series	of	agreements	with	various	public	entities,	which	we	refer	to as	the	Partners,	to	establish	certain	joint	ventures,	commonly	referred	to	as	"public-private	partnerships."	Under	the	public-private	partnerships,	WVAWC	constructed utility	plant,	financed	by	WVAWC,	and	the	Partners	constructed	utility	plant	(connected	to	WVAWC's	property),	financed	by	the	Partners.	WVAWC	agreed	to	transfer and	convey	some	of	its	real	and	personal	property	to	the	Partners	in	exchange	for	an	equal	principal	amount	of	Industrial	Development	Bonds,	commonly	referred	to	as IDBs,	issued	by	the	Partners	under	a	state	Industrial	Development	Bond	and	Commercial	Development	Act.	WVAWC	leased	back	the	total	facilities,	including	portions funded	by	both	WVAWC	and	the	Partners,	under	leases	for	a	period	of	40	years.

WVAWC	leased	back	the	transferred	facilities	under	capital	leases	for	a	period	of	40	years.	The	leases	have	payments	that	approximate	the	payments	required	by the	terms	of	the	IDBs.	We	have	presented	the	transaction	on	a	net	basis	in	the	consolidated	financial	statements.	The	carrying	value	of	the	transferred	facilities,	which	is presented	within	utility	plant,	was	approximately	$158.6	million	at	December	31,	2012.

# Performance	Obligations

We	have	entered	into	agreements	for	the	provision	of	services	to	water	and	wastewater	facilities	for	the	United	States	military,	municipalities	and	other	customers. These	military	services	agreements	expire	between	2051	and	2060	and	have	remaining	performance	commitments	as	measured	by	estimated	remaining	contract	revenues of	$1,934.0	million	at	December	31,	2012.	The	Operations	and	Maintenance	agreements	with	municipalities	and	other	customers	expire	between	2013	and	2048	and have	remaining	performance	commitments	as	measured	by	estimated	remaining	contract	revenue	of	$1,018.4	million	at	December	31,	2012.	Some	of	the	Company's long-term	contracts	to	operate	and	maintain	a	municipality's,	federal	government's	or	other	party's	water	or	wastewater	treatment	and	delivery	facilities	include responsibility	for	certain	major	maintenance	for	some	of	the	facilities,	in	exchange	for	an	annual	fee.

# Critical	Accounting	Policies	and	Estimates

The	application	of	critical	accounting	policies	is	particularly	important	to	our	financial	condition	and	results	of	operations	and	provides	a	framework	for management	to	make	significant	estimates,	assumptions	and	other	judgments.	Although	our	management	believes	that	these	estimates,	assumptions	and	other	judgments are	appropriate,	they	relate	to	matters	that	are	inherently	uncertain.	Accordingly,	changes	in	the	estimates,	assumptions	and	other	judgments	applied	to	these	accounting policies	could	have	a	significant	impact	on	our	financial	condition	and	results	of	operations	as	reflected	in	our	consolidated	financial	statements.

Our	financial	condition,	results	of	operations	and	cash	flows	are	impacted	by	the	methods,	assumptions	and	estimates	used	in	the	application	of	critical	accounting policies.	Management	believes	that	the	areas	described	below	require	significant	judgment	in	the	application	of	accounting	policy	or	in	making	estimates	and assumptions	in	matters	that	are	inherently	uncertain	and	that	may	change	in	subsequent	periods.	Our	management	has	reviewed	these	critical	accounting	policies,	and	the estimates	and	assumptions	regarding	them,	with	our	audit	committee.	In	addition,	our	management	has	also	reviewed	the	following	disclosures	regarding	the	application of	these	critical	accounting	policies	with	the	audit	committee.

# Regulatory	Accounting

Our	regulated	utility	subsidiaries	are	subject	to	regulation	by	state	PUCs	and	the	local	governments	of	the	states	in	which	they	operate.	As	such,	we	account	for these	regulated	operations	in	accordance	with	authoritative	guidance	that	requires	us	to	reflect	the	effects	of	rate	regulation	in	our	financial	statements.	Use	of	the authoritative	guidance	is	applicable	to	utility	operations	that	meet	the	following	criteria	(1)	third-party	regulation	of	rates;	(2)	cost-based	rates;	and	(3)	a	reasonable assumption	that	all	costs	will	be	recoverable	from	customers	through	rates.	As	of	December	31,	2012,	we	had	concluded	that	the	operations	of	our	regulated	subsidiaries meet	the	criteria.	If	it	is	concluded	in	a	future	period	that	a	separable	portion	of	the	business	no	longer	meets	the	criteria,	we	are	required	to	eliminate	the	financial statement	effects	of	regulation	for	that	part	of	the	business,	which	would	include	the	elimination	of	any	or	all	regulatory	assets	and	liabilities	that	had	been	recorded	in the	consolidated	financial	statements.	Failure	to	meet	the	criteria	of	the	authoritative	guidance	could	materially	impact	our	consolidated	financial	statements	as	a	one- time	extraordinary	item	and	continued	impacts	on	our	operating	activities.

Regulatory	assets	represent	costs	that	have	been	deferred	to	future	periods	when	it	is	probable	that	the	regulator	will	allow	for	recovery	through	rates	charged	to customers.	Regulatory	liabilities	represent	revenues	received	from	customers	to	fund	expected	costs	that	have	not	yet	been	incurred.	As	of	December	31,	2012,	we	have recorded	$1,199.1	million	of	net	regulatory	assets	within	our	Consolidated	Financial	Statements.	Also,	at	December	31,	2012,	we	had	recorded	$364.2	million	of regulatory	liabilities	within	our	consolidated	financial	statements.	See	Note	6	of	the	Notes	to	Consolidated	Financial	Statements	for	further	information	regarding	the significant	regulatory	assets	and	liabilities.

For	each	regulatory	jurisdiction	where	we	conduct	business,	we	continually	assess	whether	the	regulatory	assets	and	liabilities	continue	to	meet	the	criteria	for probable	future	recovery	or	settlement.	This	assessment	includes	consideration	of	factors	such	as	changes	in	applicable	regulatory	environments,	recent	rate	orders	to other	regulated	entities	in	the	same	jurisdiction,	the	status	of	any	pending	or	potential	deregulation	legislation	and	the	ability	to	recover	costs	through	regulated	rates.	If subsequent	events	indicate	that	the	regulatory	assets	or	liabilities	no	longer	meet	the	criteria	for	probable	future	recovery	or	settlement,	our	statement	of	operations	and financial	position	could	be	materially	affected.

# Goodwill

The	Company's	annual	impairment	reviews	are	performed	as	of	November	30	of	each	year,	in	conjunction	with	the	timing	of	the	completion	of	the	Company's annual	strategic	business	plan.	At	December	31,	2012,	the	Company's	goodwill	was	$1,207.3	million.	The	Company	also	undertakes	interim	reviews	when	the	Company determines	that	a	triggering	event	that	would	more	likely	than	not	reduce	the	fair	value	of	a	reporting	unit	below	its	carrying	value	has	occurred.

In	September	2011,	the	FASB	issued	revised	guidance	intended	to	simplify	how	an	entity	tests	goodwill	for	impairment.	The	amendments	allow	an	entity	first	to assess	qualitative	factors	to	determine	whether	it	is	necessary	to	perform	the	two-step	quantitative	goodwill	impairment	test.	An	entity	is	no	longer	required	to	calculate the	fair	value	of	a	reporting	unit	unless	the	entity	determines,	based	on	a	qualitative	assessment,	that	it	is	more	likely	than	not	that	its	fair	value	is	less	than	its	carrying amount.	The	amendments	were	effective	for

annual	and	interim	goodwill	impairment	tests	performed	for	fiscal	years	beginning	after	December	15,	2011	and	early	adoption	was	permitted.

The	Company	decided	to	adopt	this	new	guidance	for	its	2012	annual	test	and	applied	the	qualitative	test	("step	0"	or	"step	0	test")	to	its	reporting	units	for	the annual	impairment	test	performed	as	of	November	30,	2012.

The	Company	completed	a	quantitative	fair	value	measurement	of	its	reporting	units	when	performing	its	prior	year	goodwill	impairment	analysis	on November	30,	2011.	As	of	the	2011	testing	date,	a	quantitative	assessment	was	made	and	implied	that	the	fair	value	of	its	reporting	units	was	well	in	excess	of	their carrying	amount	and	no	impairment	was	required.

In	the	current	year	qualitative	step	0	test	at	November	30,	2012,	after	assessing	various	events	and	circumstances	that	would	affect	the	estimated	fair	value	of	the reporting	units	in	its	base	line	November	30,	2011	test,	the	Company	has	determined	that	it	is	not	required	to	calculate	the	fair	value	of	its	reporting	units	at November	30,	2012.	The	Company	has	determined	that	it	is	more	likely	than	not	that	its	reporting	unit	fair	values	are	greater	than	the	reporting	unit	carrying	values	and no	impairment	is	necessary.

On	a	periodic	basis	or	in	the	case	of	a	triggering	event,	the	Company	will	use	the	two-step	impairment	test	to	identify	potential	goodwill	impairment	and	measures the	amount	of	a	goodwill	impairment	loss	to	be	recognized	(if	any).	The	step	1	calculation	used	to	identify	potential	impairment	compares	the	calculated	fair	value	for each	of	the	Company's	reporting	units	to	their	respective	net	carrying	values	(book	values),	including	goodwill,	on	the	measurement	date.	If	the	fair	value	of	any reporting	unit	is	less	than	such	reporting	unit's	carrying	value,	then	step	2	is	performed	to	measure	the	amount	of	the	impairment	loss	(if	any)	for	such	reporting	unit.

The	step	2	calculation	of	the	impairment	test	compares,	by	reporting	unit,	the	implied	fair	value	of	the	goodwill	to	the	carrying	value	of	goodwill.	The	implied	fair value	of	goodwill	is	equal	to	the	excess	of	the	fair	value	of	each	reporting	unit	above	the	fair	value	of	such	reporting	unit's	identified	assets	and	liabilities.	If	the	carrying value	of	goodwill	exceeds	the	implied	fair	value	of	goodwill	for	any	reporting	unit,	an	impairment	loss	is	recognized	in	an	amount	equal	to	the	excess	(not	to	exceed	the carrying	value	of	goodwill)	for	that	reporting	unit.

The	determination	of	the	fair	value	of	each	reporting	unit	and	the	fair	value	of	each	reporting	unit's	assets	and	liabilities	is	performed	as	of	the	measurement	date using	observable	market	data	before	and	after	the	measurement	date	(if	that	subsequent	information	is	relevant	to	the	fair	value	on	the	measurement	date).

There	can	be	no	assurances	that	the	Company	will	not	be	required	to	recognize	an	impairment	of	goodwill	in	the	future	due	to	market	conditions	or	other	factors related	to	the	Company's	performance.	These	market	events	could	include	a	decline	over	a	period	of	time	of	the	Company's	stock	price,	a	decline	over	a	period	of	time	in valuation	multiples	of	comparable	water	utilities,	the	lack	of	an	increase	in	the	Company's	market	price	consistent	with	its	peer	companies,	or	decreases	in	control premiums.	A	decline	in	the	forecasted	results	in	our	business	plan,	such	as	changes	in	rate	case	results	or	capital	investment	budgets	or	changes	in	our	interest	rates, could	also	result	in	an	impairment	charge.

For	the	year	ended	December	31,	2012,	no	impairment	charge	was	recorded.	For	the	year	ended	December	31,	2011,	no	impairment	charge	was	recorded	for	our continuing	operations.	In	2011,	we	recorded	a	charge	to	goodwill	of	$25.5	million	relating	to	parent	company	goodwill	associated	with	businesses	classified	as discontinued	operations.	For	the	year	ended	December	31,	2010,	no	impairment	charge	was	recorded.

# Impairment	of	Long-Lived	Assets

Long-lived	assets	include	land,	buildings,	equipment	and	long-term	investments.	Long-lived	assets,	other	than	investments	and	land	are	depreciated	over	their estimated	useful	lives,	and	are	reviewed	for	impairment

whenever	changes	in	circumstances	indicate	the	carrying	value	of	the	asset	may	not	be	recoverable.	Such	circumstances	would	include	items	such	as	a	significant decrease	in	the	market	value	of	a	long-lived	asset,	a	significant	adverse	change	in	the	manner	in	which	the	asset	is	being	used	or	planned	to	be	used	or	in	its	physical condition,	or	a	history	of	operating	or	cash	flow	losses	associated	with	the	use	of	the	asset.	In	addition,	changes	in	the	expected	useful	life	of	these	long-lived	assets	may also	be	an	impairment	indicator.	When	such	events	or	changes	occur,	we	estimate	the	fair	value	of	the	asset	from	future	cash	flows	expected	to	result	from	the	use	and,	if applicable,	the	eventual	disposition	of	the	assets,	and	compare	that	to	the	carrying	value	of	the	asset.	If	the	carrying	value	is	greater	than	the	fair	value,	an	impairment loss	is	recognized	equal	to	the	amount	by	which	the	asset's	carrying	value	exceeds	its	fair	value.	The	key	variables	that	must	be	estimated	include	assumptions	regarding sales	volume,	rates,	operating	costs,	labor	and	other	benefit	costs,	capital	additions,	assumed	discount	rates	and	other	economic	factors.	These	variables	require significant	management	judgment	and	include	inherent	uncertainties	since	they	are	forecasting	future	events.	A	variation	in	the	assumptions	used	could	lead	to	a different	conclusion	regarding	the	realizability	of	an	asset	and,	thus,	could	have	a	significant	effect	on	the	consolidated	financial	statements.

The	long-lived	assets	of	the	regulated	utility	subsidiaries	are	grouped	on	a	separate	entity	basis	for	impairment	testing	as	they	are	integrated	state-wide	operations that	do	not	have	the	option	to	curtail	service	and	generally	have	uniform	tariffs.	A	regulatory	asset	is	charged	to	earnings	if	and	when	future	recovery	in	rates	of	that	asset is	no	longer	probable.

The	fair	values	of	long-term	investments	are	dependent	on	the	financial	performance	and	solvency	of	the	entities	in	which	we	invest,	as	well	as	volatility	inherent in	the	external	markets.	In	assessing	potential	impairment	for	these	investments,	we	consider	these	factors.	If	such	assets	are	considered	impaired,	an	impairment	loss	is recognized	equal	to	the	amount	by	which	the	asset's	carrying	value	exceeds	its	fair	value.

# Revenue	Recognition

Revenues	of	the	regulated	utility	subsidiaries	are	recognized	as	water	and	wastewater	services	are	delivered	to	customers	and	include	amounts	billed	to	customers on	a	cycle	basis	and	unbilled	amounts	based	on	estimated	usage	from	the	date	of	the	latest	meter	reading	to	the	end	of	the	accounting	period.	Unbilled	utility	revenues	as of	December	31,	2012	and	2011	were	$180.6	million	and	$185.4	million,	respectively.	Increases	in	volumes	delivered	to	the	utilities'	customers	and	favorable	rate	mix due	to	changes	in	usage	patterns	in	customer	classes	in	the	period	could	be	significant	to	the	calculation	of	unbilled	revenue.	Changes	in	the	timing	of	meter	reading schedules	and	the	number	and	type	of	customers	scheduled	for	each	meter	reading	date	would	also	have	an	effect	on	the	estimated	unbilled	revenue;	however,	since	the majority	of	our	customers	are	billed	on	a	monthly	basis,	total	operating	revenues	would	remain	materially	unchanged.

Revenue	from	Market-Based	Operations	is	recognized	as	services	are	rendered.	Revenues	from	certain	construction	projects	are	recognized	over	the	contract	term based	on	the	estimated	percentage	of	completion	during	the	period	compared	to	the	total	estimated	services	to	be	provided	over	the	entire	contract.	Losses	on	contracts are	recognized	during	the	period	in	which	the	loss	first	becomes	probable	and	estimable.	Revenues	recognized	during	the	period	in	excess	of	billings	on	construction contracts	are	recorded	as	unbilled	revenue.	Billings	in	excess	of	revenues	recognized	on	construction	contracts	are	recorded	as	other	current	liabilities	on	the	balance sheet	until	the	recognition	criteria	are	met.	Changes	in	contract	performance	and	related	estimated	contract	profitability	may	result	in	revisions	to	costs	and	revenues	and are	recognized	in	the	period	in	which	revisions	are	determined.

# Accounting	for	Income	Taxes

The	parent	company	and	its	subsidiaries	participate	in	a	consolidated	federal	income	tax	return	for	United	States	tax	purposes.	Members	of	the	consolidated	group are	charged	with	the	amount	of	federal	income	tax	expense	determined	as	if	they	filed	separate	returns.

Certain	income	and	expense	items	are	accounted	for	in	different	time	periods	for	financial	reporting	than	for	income	tax	reporting	purposes.	The	Company provides	deferred	income	taxes	on	the	difference	between	the	tax	basis	of	assets	and	liabilities	and	the	amounts	at	which	they	are	carried	in	the	financial	statements. These	deferred	income	taxes	are	based	on	the	enacted	tax	rates	expected	to	be	in	effect	when	these	temporary	differences	are	projected	to	reverse.	In	addition,	the regulated	utility	subsidiaries	recognize	regulatory	assets	and	liabilities	for	the	effect	on	revenues	expected	to	be	realized	as	the	tax	effects	of	temporary	differences, previously	flowed	through	to	customers,	reverse.

# Accounting	for	Pension	and	Postretirement	Benefits

We	maintain	noncontributory	defined	benefit	pension	plans	covering	eligible	employees	of	our	regulated	utility	and	shared	service	operations.	Benefits	under	the plans	are	based	on	the	employee's	years	of	service	and	compensation.	The	pension	plans	have	been	closed	for	most	employees	hired	on	or	after	January	1,	2006.	Union employees	hired	on	or	after	January	1,	2001	had	their	accrued	benefit	frozen	and	will	be	able	to	receive	this	benefit	as	a	lump	sum	upon	termination	or	retirement.	Union employees	hired	on	or	after	January	1,	2001	and	non-union	employees	hired	on	or	after	January	1,	2006	will	be	provided	with	a	5.25%	of	base	pay	defined	contribution plan.	We	also	maintain	other	postretirement	benefit	plans,	which	provide	varying	levels	of	medical	and	life	insurance	for	eligible	retirees.	These	retiree	welfare	plans	are closed	for	union	employees	hired	on	or	after	January	1,	2006.	The	plans	had	previously	closed	for	non-union	employees	hired	on	or	after	January	1,	2002.	The	Company also	has	several	unfunded	noncontributory	supplemental	non-qualified	pension	plans	that	provide	additional	retirement	benefits	to	certain	employees.	The	Company does	not	participate	in	a	multiemployer	plan.	See	Note	14	of	the	Notes	to	Consolidated	Financial	Statements	for	further	information	regarding	the	accounting	for	the defined	benefit	pension	plans	and	postretirement	benefit	plans.	The	Company's	pension	and	postretirement	benefit	costs	are	developed	from	actuarial	valuations. Inherent	in	these	valuations	are	key	assumptions	provided	by	the	Company	to	its	actuaries,	including	the	discount	rate	and	expected	long-term	rate	of	return	on	plan assets.	Material	changes	in	the	Company's	pension	and	postretirement	benefit	costs	may	occur	in	the	future	due	to	changes	in	these	assumptions	as	well	as	fluctuations	in plan	assets.	The	assumptions	are	selected	to	represent	the	average	expected	experience	over	time	and	may	differ	in	any	one	year	from	actual	experience	due	to	changes	in capital	markets	and	the	overall	economy.	These	differences	will	impact	the	amount	of	pension	and	other	postretirement	benefit	expense	that	the	Company	recognizes. The	primary	assumptions	are:

•	 Discount	Rate—The	discount	rate	is	used	in	calculating	the	present	value	of	benefits,	which	are	based	on	projections	of	benefit	payments	to	be	made	in	the future.	The	objective	in	selecting	the	discount	rate	is	to	measure	the	single	amount	that,	if	invested	at	the	measurement	date	in	a	portfolio	of	high-quality debt	instruments,	would	provide	the	necessary	future	cash	flows	to	pay	the	accumulated	benefits	when	due;

•Expected	Return	on	Plan	Assets	("EROA")—Management	projects	the	future	return	on	plan	assets	considering	prior	performance,	but	primarily	based upon	the	plans'	mix	of	assets	and	expectations	for	the	long-term	returns	on	those	asset	classes.	These	projected	returns	reduce	the	net	benefit	costs	we record	currently;

•	 Rate	of	Compensation	Increase—Management	projects	employees'	pay	increases,	which	are	used	to	project	employees'	pension	benefits	at	retirement;	and •	 Health	Care	Cost	Trend	Rate—Management	projects	the	expected	increases	in	the	cost	of	health	care.

The	discount	rate	assumption,	which	is	determined	for	the	pension	and	postretirement	benefit	plans	independently,	is	subject	to	change	each	year,	consistent	with changes	in	applicable	high-quality,	long-term	corporate	bond	indices.	At	year	end	2011,	we	began	using	an	approach	that	approximates	the	process	of	settlement	of obligations	tailored	to	the	plans'	expected	cash	flows	by	matching	the	plans'	cash	flows	to	the	coupons	and	expected	maturity	values	of	individually	selected	bonds.	The yield	curve	was	developed	for	a	portfolio	containing	the	majority	of	United	States-issued	AA-graded	non-callable	(or	callable	with	make-whole	provisions)	corporate bonds.	For	each	plan,	the	discount	rate	was	developed	as	the	level	equivalent	rate	that	would	yield	the	same	present	value	as	using	spot	rates	aligned	with	the	projected benefit	payments.	The	discount

In	selecting	an	expected	return	on	plan	assets,	we	considered	tax	implications,	past	performance	and	economic	forecasts	for	the	types	of	investments	held	by	the plans.	The	long-term	EROA	assumption	used	in	calculating	pension	cost	was	7.75%,	for	2012	and	7.90%	for	both	2011	and	2010.	The	weighted	average	EROA assumption	used	in	calculating	other	postretirement	benefit	costs	was	7.41%	for	2012	and	7.60%	for	2011	and	2010.

The	asset	allocations	for	the	Company's	U.S.	pension	plan	at	December	31,	2012	and	2011,	by	asset	category,	are	as	follows:

|  | Target | Percentage	of	Plan	Assets |  |
| :--- | :--- | :--- | :--- |
|  | Allocation | At\tDecember\t31, |  |
| Asset\tcategory | 2012 | 2012 | 2011 |
| Equity\tsecurities | 70% | 70% | 70% |
| Fixed\tincome | 30% | 30% | 30% |
| Total | 100% | 100% | 100% |

The	investment	policy	guidelines	of	the	pension	plan	require	that	the	fixed	income	portfolio	has	an	overall	weighted	average	credit	rating	of	AA	or	better	by Standard	&	Poor's	and	the	minimum	credit	quality	for	fixed	income	securities	must	be	BBB-	or	better.	Up	to	20%	of	the	portfolio	may	be	invested	in	collateralized mortgage	obligations	backed	by	the	United	States	Government.

The	Company's	other	postretirement	benefit	plans	are	partially	funded.	The	asset	allocations	for	the	Company's	other	postretirement	benefit	plans	at December	31,	2012	and	2011,	by	asset	category,	are	as	follows:

|  | Target | Percentage	of	Plan	Assets |  |
| :--- | :--- | :--- | :--- |
|  | Allocation | At\tDecember\t31, |  |
| Asset\tcategory | 2012 | 2012 | 2011 |
| Equity\tsecurities | 70% | 59% | 70% |
| Fixed\tincome | 30% | 38% | 30% |
| Real\testate\tinvestment\ttrusts\t(REITs) | — | 3% | — |
| Total | 100% | 100% | 100% |

The	Company's	investment	policy,	and	related	target	asset	allocation,	is	evaluated	periodically	through	asset	liability	studies.	The	studies	consider	projected	cash flows	of	maturity	liabilities,	projected	asset	class	return	risk,	and	correlation	and	risk	tolerance.

The	pension	and	postretirement	welfare	plan	trusts	investments	include	debt	and	equity	securities	held	either	directly	or	through	commingled	funds.	The	trustee for	the	Company's	defined	benefit	pension	and	post	retirement	welfare	plans	uses	independent	valuation	firms	to	calculate	the	fair	value	of	plan	assets.	Additionally,	the company	independently	verifies	the	assets	values.	Approximately	54.3%	of	the	assets	are	valued	using	the	quoted	market	price	for	the	assets	in	an	active	market	at	the measurement	date,	while	41.0%	of	the	assets	are	valued	using	other	inputs.

In	selecting	a	rate	of	compensation	increase,	we	consider	past	experience	in	light	of	movements	in	inflation	rates.	Our	rate	of	compensation	increase	was	3.19% for	2012,	3.25%	for	2011	and	3.50%	for	2010.

In	selecting	health	care	cost	trend	rates,	we	consider	past	performance	and	forecasts	of	increases	in	health	care	costs.	Our	health	care	cost	trend	rate	used	to calculate	the	periodic	cost	was	7.50%	in	2012	gradually	declining	to	5.00%	in	2019	and	thereafter.

Assumed	health	care	cost	trend	rates	have	a	significant	effect	on	the	amounts	reported	for	the	other	postretirement	benefit	plans.	The	health	care	cost	trend	rate	is based	on	historical	rates	and	expected	market	conditions.	A	one-percentage-point	change	in	assumed	health	care	cost	trend	rates	would	have	the	following	effects:

| Change	in	Actuarial	Assumption | Impact	on	Other<br>Postretirement<br>Benefit	Obligation	at<br>December	31,	2012 | Total	Service<br>and<br>Interest	Cost<br>Components |
| :--- | :--- | :--- |
|  | (in\tthousands) |  |
| Increase\tassumed\thealth\tcare\tcost\ttrend\tby\t1% | $96,894 | $7,253 |
| Decrease\tassumed\thealth\tcare\tcost\ttrend\tby\t1% | $79,971 | $5,928 |

We	will	use	a	discount	rate	and	EROA	of	4.17%	and	7.75%,	respectively,	for	estimating	our	2013	pension	costs.	Additionally,	we	will	use	a	discount	rate	and EROA	of	4.16%	and	7.41%,	respectively,	for	estimating	our	2013	other	postretirement	benefit	costs.	A	decrease	in	the	discount	rate	or	the	EROA	would	increase	our pension	expense.	Our	2012	and	2011	pension	and	postretirement	costs,	including	such	expenses	charged	to	our	discontinued	operations,	were	$72.2	million	and	$87.3 million,	respectively.	The	Company	expects	to	make	pension	and	postretirement	benefit	contributions	to	the	plan	trusts	of	$95.1	million,	$73.4	million,	$83.4	million, $92.7	million	and	$95.1	million	in	2013,	2014,	2015,	2016	and	2017	respectively.	Actual	amounts	contributed	could	change	significantly	from	these	estimates.	The assumptions	are	reviewed	annually	and	at	any	interim	re-measurement	of	the	plan	obligations.	The	impact	of	assumption	changes	is	reflected	in	the	recorded	pension and	postretirement	benefit	amounts	as	they	occur,	or	over	a	period	of	time	if	allowed	under	applicable	accounting	standards.	As	these	assumptions	change	from	period	to period,	recorded	pension	and	postretirement	benefit	amounts	and	funding	requirements	could	also	change.

# New	Accounting	Standards

# Fair	Value	Measurements

In	May	2011,	the	Financial	Accounting	Standards	Board	("FASB")	issued	updated	accounting	guidance	related	to	fair	value	measurements	and	disclosures	that result	in	common	fair	value	measurements	and	disclosures	between	U.S.	Generally	Accepted	Accounting	Principles	("GAAP")	and	International	Financial	Reporting Standards.	This	new	guidance	amends	current	fair	value	measurement	and	disclosure	guidance	to	increase	transparency	around	valuation	inputs	and	investment categorization.	This	guidance	was	effective	for	interim	and	annual	periods	beginning	on	January	1,	2012	and	was	required	to	be	applied	prospectively.	The	adoption	of this	guidance	did	not	have	a	significant	impact	on	the	Company's	results	of	operations,	financial	position	or	cash	flows.

# Comprehensive	Income

In	June	2011,	the	FASB	issued	guidance	on	the	presentation	of	comprehensive	income.	The	new	guidance	allows	an	entity	to	present	components	of	net	income and	other	comprehensive	income	in	either	one	continuous	statement	or	in	two	separate,	but	consecutive	statements.	The	new	guidance	eliminates	the	current	option	to report	other	comprehensive	income	and	its	components	in	the	statement	of	changes	in	equity.	While	the	new	guidance	changes	the	presentation	of	comprehensive income,	there	are	no	changes	to	the	components	that	are	recognized	in	net	income	or	other	comprehensive	income	under	current	accounting	guidance.	In	December 2011,	the	FASB	deferred	the	requirement	to	present	reclassification	adjustments	of	other	comprehensive	income	on	the	face	of	the	income	statement.	This	new	guidance on	the	presentation	of	comprehensive	income	was	effective	for	the	Company	beginning	on	January	1,	2012.	As	the	Company	already	presented	the	components	of	net income	and	other	comprehensive	income	in	one	continuous	statement	prior	to	the	adoption	of	the	guidance,	the	adoption	of	the	new	guidance	did	not	have	an	impact	on its	results	of	operations,	financial	position	or	cash	flows.

# Testing	Goodwill	for	Impairment

In	September	2011,	the	FASB	updated	the	accounting	guidance	related	to	testing	goodwill	for	impairment.	This	update	permits	an	entity	to	assess	qualitative factors	to	determine	whether	it	is	necessary	to	perform	the	two-step	quantitative	goodwill	impairment	test	that	is	currently	in	place.	Under	the	new	guidance,	an	entity will	not	be	required	to	calculate	the	fair	value	of	a	reporting	unit	unless	the	entity	determines,	based	on	the	qualitative	assessment,	that	it	is	more	likely	than	not	that	its fair	value	is	less	than	its	carrying	amount.	This	update	is	effective	for	annual	and	interim	goodwill	impairment	tests	performed	by	the	Company	beginning	on	January	1, 2012.	The	adoption	of	this	update	to	the	guidance	did	not	have	a	significant	impact	on	the	Company's	results	of	operations,	financial	position	or	cash	flows.

# Revenue	Arrangements	with	Multiple	Deliverables

In	October	2009,	the	Financial	Accounting	Standards	Board	("FASB")	issued	authoritative	guidance	that	amends	existing	guidance	for	identifying	separate deliverables	in	a	revenue-generating	transaction	where	multiple	deliverables	exist,	and	provides	guidance	for	allocating	and	recognizing	revenue	based	on	those	separate deliverables.	This	guidance	was	effective	for	the	Company	beginning	on	January	1,	2011	and	is	required	to	be	applied	prospectively	to	new	or	significantly	modified revenue	arrangements.	The	adoption	of	this	guidance	did	not	have	a	significant	impact	on	the	Company's	results	of	operations,	financial	position	or	cash	flows.

# Business	Combinations

In	December	2010,	the	FASB	clarified	the	requirements	for	reporting	of	pro	forma	revenue	and	earnings	disclosures	for	business	combinations.	The	accounting update	specified	that	if	a	public	entity	presents	comparative	financial	statements,	the	entity	should	disclose	revenue	and	earnings	of	the	combined	entity	as	though	the business	combination(s)	that	occurred	during	the	current	year	had	occurred	as	of	the	beginning	of	the	comparable	prior	annual	reporting	period	only.	The	amendments also	expanded	the	supplemental	pro	forma	disclosures	to	include	a	description	of	the	nature	and	amount	of	material,	nonrecurring	pro	forma	adjustments	directly attributable	to	the	business	combination	included	in	the	reported	pro	forma	revenue	and	earnings.	The	amendments	are	effective	prospectively	for	business	combinations finalized	after	January	1,	2011.	As	this	guidance	clarifies	and	provides	for	additional	disclosure	requirements	only,	the	adoption	of	this	guidance	has	not	had	a	material impact	on	the	Company's	results	of	operations,	financial	position	or	cash	flows.

# Intangibles—Goodwill

In	December	2010,	the	FASB	issued	authoritative	guidance	that	modifies	step	1	of	the	goodwill	impairment	test	for	reporting	units	with	zero	or	negative	carrying amounts.	The	update	requires	that	for	those	reporting	units,	an	entity	is	required	to	perform	step	2	of	the	goodwill	impairment	test	if	it	is	more	likely	than	not	that	a goodwill	impairment	exists.	In	determining	whether	it	is	more	likely	than	not	that	a	goodwill	impairment	exists,	an	entity	should	consider	whether	there	are	any	adverse qualitative	factors	indicating	that	an	impairment	may	exist.	The	qualitative	factors	are	consistent	with	existing	authoritative	guidance,	which	requires	that	goodwill	of	a reporting	unit	be	tested	for	impairment	between	annual	tests	if	an	event	occurs	or	circumstances	change	that	would	more	likely	than	not	reduce	the	fair	value	of	a reporting	unit	below	its	carrying	amount.	This	guidance	was	effective	for	the	Company	beginning	on	January	1,	2011.	The	adoption	of	this	update	did	not	have	a significant	impact	on	the	Company's	results	of	operations,	financial	position	or	cash	flows.

# The	following	recently	issued	accounting	standards	are	not	yet	required	to	be	adopted	by	the	Company	or	included	in	the	consolidated	results	of operations	or	financial	position	of	the	Company:

# Balance	Sheet	Offsetting

In	December	2011,	the	FASB	issued	accounting	guidance	to	amend	the	existing	disclosure	requirements	for	offsetting	financial	assets	and	liabilities	to	enhance current	disclosures,	as	well	as	to	improve	comparability	of	balance	sheets	prepared	under	GAAP	and	IFRS.	In	January	2013,	the	FASB	issued	additional	guidance	on the

scope	of	these	disclosures.	The	revised	disclosure	guidance	applies	to	derivative	instruments	and	securities	borrowing	and	lending	transactions	that	are	subject	to	an enforceable	master	netting	arrangement	or	similar	agreement.	The	revised	disclosure	guidance	is	effective	on	a	retrospective	basis	for	interim	and	annual	periods beginning	January	1,	2013.	As	this	guidance	provides	for	additional	disclosure	requirements	only,	the	adoption	of	this	guidance	is	not	expected	to	have	an	impact	on	the Company's	results	of	operations,	financial	position	or	cash	flows.

# Testing	Indefinite-Lived	Intangible	Assets	for	Impairment

In	July	2012,	the	FASB	updated	the	accounting	guidance	related	to	testing	indefinite-lived	intangible	assets	for	impairment.	This	update	permits	an	entity	to perform	a	qualitative	assessment	to	determine	whether	it	is	more	likely	than	not	that	an	indefinite-lived	intangible	asset	is	impaired	as	a	basis	for	determining	whether	it is	necessary	to	perform	the	quantitative	impairment	test	under	current	guidance.	This	update	is	effective	for	annual	and	interim	impairment	tests	performed	for	fiscal years	beginning	after	September	15,	2012.	Early	adoption	is	permitted.	The	Company	is	evaluating	the	specific	provisions	of	the	updated	guidance,	but	does	not	expect the	adoption	of	this	guidance	to	have	a	significant	impact	on	the	Company's	results	of	operations,	financial	position	or	cash	flows.

# Amounts	Reclassified	Out	of	Accumulated	Other	Comprehensive	Income

In	February	2013,	the	FASB	updated	accounting	guidance	to	add	new	disclosure	requirements	for	items	reclassified	out	of	accumulated	other	comprehensive income.	The	update	does	not	change	the	current	requirements	for	reporting	net	income	or	other	comprehensive	income	in	financial	statements.	However,	the amendments	require	an	entity	to	provide	information	about	the	amounts	reclassified	out	of	accumulated	other	comprehensive	income	by	component.	In	addition,	an entity	is	required	to	present,	either	on	the	face	of	the	statement	where	net	income	is	presented	or	in	the	notes,	significant	amounts	reclassified	out	of	accumulated	other comprehensive	income	by	the	respective	line	items	of	net	income	but	only	if	the	amount	reclassified	is	required	to	be	reclassified	to	net	income	in	its	entirety	in	the	same reporting	period.	For	other	amounts	that	are	not	required	to	be	reclassified	in	their	entirety	to	net	income,	an	entity	is	required	to	cross-reference	to	other	disclosures	that provide	additional	detail	about	those	amounts.	The	amendments	are	required	to	be	applied	prospectively	for	interim	and	annual	reporting	periods	beginning	January	1, 2013.	As	this	guidance	provides	for	additional	disclosure	requirements	only,	the	adoption	of	this	guidance	is	not	expected	to	have	an	impact	on	the	Company's	results	of operations,	financial	position	or	cash	flows.

See	Note	2—Significant	Accounting	Policies	in	the	notes	to	the	audited	consolidated	financial	statements	for	a	discussion	of	new	accounting	standards	recently adopted	or	pending	adoption.

# ITEM	7A. QUANTITATIVE	AND	QUALITATIVE	DISCLOSURES	ABOUT	MARKET	RISK

We	are	exposed	to	market	risk	associated	with	changes	in	commodity	prices,	equity	prices	and	interest	rates.	We	are	exposed	to	risks	from	changes	in	interest rates	as	a	result	of	our	issuance	of	variable	and	fixed	rate	debt	and	commercial	paper.	We	manage	our	interest	rate	exposure	by	limiting	our	variable	rate	exposure	and by	monitoring	the	effects	of	market	changes	in	interest	rates.	We	also	have	the	ability	to	enter	into	financial	derivative	instruments,	which	could	include	instruments	such as,	but	not	limited	to,	interest	rate	swaps,	swaptions	and	U.S.	Treasury	lock	agreements	to	manage	and	mitigate	interest	rate	risk	exposure.	As	of	December	31,	2012,	a hypothetical	increase	of	interest	rates	by	1%	associated	with	our	short-term	borrowings	would	result	in	a	$2.7	million	decrease	in	our	pre-tax	earnings.

In	July	2010,	we	entered	into	an	interest	rate	swap	agreement	with	a	notional	amount	of	$100.0	million.	This	agreement	effectively	converted	the	interest	on $100.0	million	of	outstanding	6.085%	fixed	rate	debt	maturing	2017	to	a	variable	rate	of	six-month	LIBOR	plus	3.422%.	We	entered	into	this	interest	rate	swap	to mitigate	interest	cost	at	the	parent	company	relating	to	debt	that	was	incurred	by	our	prior	owners	and	was	not	used	in	any

manner	to	finance	the	cash	needs	of	our	subsidiaries.	For	both	the	years	ended	December	31,	2012	and	2011,	the	interest	rate	swap	reduced	interest	expense	by	$2.4 million.	As	the	swap	interest	rates	are	fixed	through	April	2013,	a	hypothetical	1%	increase	in	the	interest	rates	associated	with	the	interest	swap	agreement	would	result in	a	$0.7	million	decrease	on	our	pre-tax	earnings	for	the	year	ended	December	31,	2012.	This	calculation	holds	all	other	variables	constant	and	assumes	only	the discussed	changes	in	interest	rates.

Our	risks	associated	with	price	increases	for	chemicals,	electricity	and	other	commodities	are	reduced	through	contractual	arrangements	and	the	ability	to	recover price	increases	through	rates.	Non-performance	by	these	commodity	suppliers	could	have	a	material	adverse	impact	on	our	results	of	operations,	financial	position	and cash	flows.

The	market	price	of	our	common	stock	may	experience	fluctuations,	many	of	which	are	unrelated	to	our	operating	performance.	In	particular,	our	stock	price	may be	affected	by	general	market	movements	as	well	as	developments	specifically	related	to	the	water	and	wastewater	industry.	These	could	include,	among	other	things, interest	rate	movements,	quarterly	variations	or	changes	in	financial	estimates	by	securities	analysts	and	governmental	or	regulatory	actions.	This	volatility	may	make	it difficult	for	us	to	access	the	capital	markets	in	the	future	through	additional	offerings	of	our	common	stock,	regardless	of	our	financial	performance,	and	such	difficulty may	preclude	us	from	being	able	to	take	advantage	of	certain	business	opportunities	or	meet	business	obligations.

We	are	exposed	to	credit	risk	through	our	water,	wastewater	and	other	water-related	activities	for	both	our	Regulated	Businesses	and	Market-Based	Operations. Our	Regulated	Businesses	serve	residential,	commercial,	industrial	and	other	customers	while	our	Market-Based	Operations	engage	in	business	activities	with developers,	government	entities	and	other	customers.	Our	primary	credit	risk	is	exposure	to	customer	default	on	contractual	obligations	and	the	associated	loss	that	may be	incurred	due	to	the	non-payment	of	customer	accounts	receivable	balances.	Our	credit	risk	is	managed	through	established	credit	and	collection	policies	which	are	in compliance	with	applicable	regulatory	requirements	and	involve	monitoring	of	customer	exposure	and	the	use	of	credit	risk	mitigation	measures	such	as	letters	of	credit or	prepayment	arrangements.	Our	credit	portfolio	is	diversified	with	no	significant	customer	or	industry	concentrations.	In	addition,	our	Regulated	Businesses	are generally	able	to	recover	all	prudently	incurred	costs	including	uncollectible	customer	accounts	receivable	expenses	and	collection	costs	through	rates.

The	Company's	retirement	trust	assets	are	exposed	to	the	market	prices	of	debt	and	equity	securities.	Changes	to	the	retirement	trust	asset	value	can	impact	the Company's	pension	and	other	benefits	expense,	funded	status	and	future	minimum	funding	requirements.	Our	risk	is	reduced	through	our	ability	to	recover	pension	and other	benefit	costs	through	rates.	In	addition,	pension	and	other	benefits	liabilities	decrease	as	fixed	income	asset	values	decrease	(fixed	income	yields	rise)	since	the	rate at	which	we	discount	pension	and	other	retirement	trust	asset	future	obligations	is	highly	correlated	to	fixed	income	yields.

We	are	also	exposed	to	a	potential	national	economic	recession	or	further	deterioration	in	local	economic	conditions	in	the	markets	in	which	we	operate.	The credit	quality	of	our	customer	accounts	receivable	is	dependent	on	the	economy	and	the	ability	of	our	customers	to	manage	through	unfavorable	economic	cycles	and other	market	changes.	In	addition,	as	a	result	of	the	downturn	in	the	economy	and	heightened	sensitivity	of	the	impact	of	additional	rate	increases	on	certain	customers, there	can	be	no	assurances	that	regulators	will	grant	sufficient	rate	authorizations.	Therefore	our	ability	to	fully	recover	operating	expense,	recover	our	investment	and provide	an	appropriate	return	on	invested	capital	made	in	our	Regulated	Businesses	may	be	adversely	impacted.

# ITEM	8. FINANCIAL	STATEMENTS	AND	SUPPLEMENTARY	DATA

# INDEX	TO	CONSOLIDATED	FINANCIAL	STATEMENTS

|  | Page<br>Number |
| :--- | :--- |
| Audited\tConsolidated\tFinancial\tStatements |  |
| Report\tof\tIndependent\tRegistered\tPublic\tAccounting\tFirm | 84 |
| Consolidated\tBalance\tSheets\tas\tof\tDecember\t31,\t2012\tand\t2011 | 85 |
| Consolidated\tStatements\tof\tOperations\tand\tComprehensive\tIncome\tfor\tthe\tyears\tended\tDecember\t\t31,\t2012,\t2011\tand\t2010 | 86 |
| Consolidated\tStatements\tof\tCash\tFlows\tfor\tthe\tyears\tended\tDecember\t31,\t2012,\t2011\tand\t2010 | 87 |
| Consolidated\tStatements\tof\tChanges\tin\tCommon\tStockholders'\tEquity\tfor\tthe\tyears\tended\tDecember\t\t31,\t2012,\t2011\tand\t2010 | 88 |
| Notes\tto\tConsolidated\tFinancial\tStatements | 89 |

# Report	of	Independent	Registered	Public	Accounting	Firm

# To	the	Board	of	Directors	and	Shareholders	of

In	our	opinion,	the	accompanying	consolidated	balance	sheets	and	the	related	consolidated	statements	of	operations	and	comprehensive	income,	of	cash	flows, and	of	changes	in	stockholders'	equity,	present	fairly,	in	all	material	respects,	the	financial	position	of	American	Water	Works	Company,	Inc.	and	Subsidiary	Companies at	December	31,	2012	and	2011,	and	the	results	of	their	operations	and	their	cash	flows	for	each	of	the	three	years	in	the	period	ended	December	31,	2012	in	conformity with	accounting	principles	generally	accepted	in	the	United	States	of	America.	Also	in	our	opinion,	the	Company	maintained,	in	all	material	respects,	effective	internal control	over	financial	reporting	as	of	December	31,	2012,	based	on	criteria	established	in	Internal	Control—Integrated	Framework	issued	by	the	Committee	of Sponsoring	Organizations	of	the	Treadway	Commission	(COSO).	The	Company's	management	is	responsible	for	these	financial	statements,	for	maintaining	effective internal	control	over	financial	reporting	and	for	its	assessment	of	the	effectiveness	of	internal	control	over	financial	reporting,	included	in	Management's	Report	on Internal	Control	over	Financial	Reporting	appearing	under	Item	9A.	Our	responsibility	is	to	express	opinions	on	these	financial	statements	and	on	the	Company's	internal control	over	financial	reporting	based	on	our	integrated	audits.	We	conducted	our	audits	in	accordance	with	the	standards	of	the	Public	Company	Accounting	Oversight Board	(United	States).	Those	standards	require	that	we	plan	and	perform	the	audits	to	obtain	reasonable	assurance	about	whether	the	financial	statements	are	free	of material	misstatement	and	whether	effective	internal	control	over	financial	reporting	was	maintained	in	all	material	respects.	Our	audits	of	the	financial	statements included	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.	Our	audit	of	internal	control	over	financial	reporting	included	obtaining	an understanding	of	internal	control	over	financial	reporting,	assessing	the	risk	that	a	material	weakness	exists,	and	testing	and	evaluating	the	design	and	operating effectiveness	of	internal	control	based	on	the	assessed	risk.	Our	audits	also	included	performing	such	other	procedures	as	we	considered	necessary	in	the	circumstances. We	believe	that	our	audits	provide	a	reasonable	basis	for	our	opinions.

A	company's	internal	control	over	financial	reporting	is	a	process	designed	to	provide	reasonable	assurance	regarding	the	reliability	of	financial	reporting	and	the preparation	of	financial	statements	for	external	purposes	in	accordance	with	generally	accepted	accounting	principles.	A	company's	internal	control	over	financial reporting	includes	those	policies	and	procedures	that	(i)	pertain	to	the	maintenance	of	records	that,	in	reasonable	detail,	accurately	and	fairly	reflect	the	transactions	and dispositions	of	the	assets	of	the	company;	(ii)	provide	reasonable	assurance	that	transactions	are	recorded	as	necessary	to	permit	preparation	of	financial	statements	in accordance	with	generally	accepted	accounting	principles,	and	that	receipts	and	expenditures	of	the	company	are	being	made	only	in	accordance	with	authorizations	of management	and	directors	of	the	company;	and	(iii)	provide	reasonable	assurance	regarding	prevention	or	timely	detection	of	unauthorized	acquisition,	use,	or disposition	of	the	company's	assets	that	could	have	a	material	effect	on	the	financial	statements.

Because	of	its	inherent	limitations,	internal	control	over	financial	reporting	may	not	prevent	or	detect	misstatements.	Also,	projections	of	any	evaluation	of effectiveness	to	future	periods	are	subject	to	the	risk	that	controls	may	become	inadequate	because	of	changes	in	conditions,	or	that	the	degree	of	compliance	with	the policies	or	procedures	may	deteriorate.

/s/	PricewaterhouseCoopers	LLP Philadelphia,	Pennsylvania March	1,	2013

# American	Water	Works	Company,	Inc.	and	Subsidiary	Companies

# Consolidated	Balance	Sheets

(In	thousands,	except	per	share	data)

|  | December	31,<br>2012 | 2011 |
| :--- | :--- | :--- |
| ASSETS |  |  |
| Property,\tplant\tand\tequipment |  |  |
| Utility\tplant—at\toriginal\tcost,\tnet\tof\taccumulated\tdepreciation\tof\t$3,657,221\tin\t2012\tand\t$3,360,005\tin\t2011 | $11,584,944 | $10,872,042 |
| Nonutility\tproperty,\tnet\tof\taccumulated\tdepreciation\tof\t$199,467\tin\t2012\tand\t$164,417\tin\t2011 | 154,420 | 149,056 |
| Total\tproperty,\tplant\tand\tequipment | 11,739,364 | 11,021,098 |
| Current\tassets |  |  |
| Cash\tand\tcash\tequivalents | 24,433 | 14,207 |
| Restricted\tfunds | 29,756 | 32,438 |
| Accounts\treceivable | 221,655 | 200,352 |
| Allowance\tfor\tuncollectible\taccounts | (26,874) | (18,905) |
| Unbilled\trevenues | 180,628 | 185,381 |
| Income\ttaxes\treceivable | 9,594 | 7,672 |
| Materials\tand\tsupplies | 29,772 | 28,598 |
| Assets\tof\tdiscontinued\toperations | 0 | 929,858 |
| Other | 30,483 | 18,058 |
| Total\tcurrent\tassets | 499,447 | 1,397,659 |
| Regulatory\tand\tother\tlong-term\tassets |  |  |
| Regulatory\tassets | 1,199,114 | 1,079,661 |
| Restricted\tfunds | 10,791 | 25,503 |
| Goodwill | 1,207,250 | 1,195,069 |
| Other | 63,010 | 57,401 |
| Total\tregulatory\tand\tother\tlong-term\tassets | 2,480,165 | 2,357,634 |
| TOTAL\tASSETS | $14,718,976 | $14,776,391 |
| CAPITALIZATION\tAND\tLIABILITIES |  |  |
| Capitalization |  |  |
|  | $1,770 | $1,757 |
| Paid-in\tcapital | 6,222,644 | 6,180,558 |
| Accumulated\tdeficit | (1,664,955) | (1,848,801) |
| Accumulated\tother\tcomprehensive\tloss | (116,191) | (97,677) |
| Common\tstockholders'\tequity | 4,443,268 | 4,235,837 |
| Preferred\tstock\twithout\tmandatory\tredemption\trequirements | 1,720 | 4,547 |
| Total\tstockholders'\tequity | 4,444,988 | 4,240,384 |
| Long-term\tdebt |  |  |
| Long-term\tdebt | 5,190,509 | 5,339,947 |
| Redeemable\tpreferred\tstock\tat\tredemption\tvalue | 18,861 | 21,137 |
| Total\tcapitalization | 9,654,358 | 9,601,468 |
| Current\tliabilities |  |  |
| Short-term\tdebt | 269,985 | 515,050 |
| Current\tportion\tof\tlong-term\tdebt | 115,919 | 28,858 |
| Accounts\tpayable | 279,613 | 243,709 |
| Taxes\taccrued | 35,555 | 36,606 |
| Interest\taccrued | 53,810 | 59,067 |
| Liabilities\tof\tdiscontinued\toperations | 0 | 382,218 |
| Other | 239,950 | 223,597 |
| Total\tcurrent\tliabilities | 994,832 | 1,489,105 |
| Regulatory\tand\tother\tlong-term\tliabilities |  |  |
| Advances\tfor\tconstruction | 379,737 | 386,970 |
| Deferred\tincome\ttaxes | 1,471,153 | 1,241,836 |
| Deferred\tinvestment\ttax\tcredits | 27,909 | 29,427 |
| Regulatory\tliabilities | 364,181 | 325,829 |
| Accrued\tpension\texpense | 461,647 | 411,998 |
| Accrued\tpostretirement\tbenefit\texpense | 254,147 | 237,086 |
| Other | 114,876 | 85,924 |
| Total\tregulatory\tand\tother\tlong-term\tliabilities | 3,073,650 | 2,719,070 |
| Contributions\tin\taid\tof\tconstruction | 996,136 | 966,748 |
| Commitments\tand\tcontingencies\t(See\tNote\t15) | — | — |
| TOTAL\tCAPITALIZATION\tAND\tLIABILITIES | $14,718,976 | $14,776,391 |

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

# Consolidated	Statements	of	Operations	and	Comprehensive	Income

|  |  | Years	Ended	December	31, |  |
| :--- | :--- | :--- | :--- |
|  | 2012 | 2011 | 2010 |
| Operating\trevenues | $2,876,889 | $2,666,236 | $2,555,035 |
| Operating\texpenses |  |  |  |
| Operation\tand\tmaintenance | \t 1,350,040 | \t 1,301,794 | \t 1,290,941 |
| Depreciation\tand\tamortization | 381,503 | 351,821 | 330,264 |
| General\ttaxes | 221,212 | 210,478 | 205,597 |
| (Gain)\tloss\ton\tasset\tdispositions\tand\tpurchases | (839) | (993) | 111 |
| Total\toperating\texpenses,\tnet | \t 1,951,916 | \t 1,863,100 | \t 1,826,913 |
| Operating\tincome | 924,973 | 803,136 | 728,122 |
| Other\tincome\t(expenses) |  |  |  |
| Interest,\tnet | (310,794) | (312,415) | (313,765) |
| Allowance\tfor\tother\tfunds\tused\tduring\tconstruction | 15,592 | 13,131 | 9,644 |
| Allowance\tfor\tborrowed\tfunds\tused\tduring\tconstruction | 7,771 | 5,923 | 5,225 |
| Amortization\tof\tdebt\texpense | (5,358) | (5,055) | (4,516) |
| Other,\tnet | (926) | (1,040) | 4,714 |
| Total\tother\tincome\t(expenses) | (293,715) | (299,456) | (298,698) |
| Income\tfrom\tcontinuing\toperations\tbefore\tincome\ttaxes | 631,258 | 503,680 | 429,424 |
| Provision\tfor\tincome\ttaxes | 257,008 | 198,751 | 174,352 |
| Income\tfrom\tcontinuing\toperations | 374,250 | 304,929 | 255,072 |
| Income\t(loss)\tfrom\tdiscontinued\toperations,\tnet\tof\ttax | (16,180) | 4,684 | 12,755 |
| Net\tincome | $358,070 | $309,613 | $267,827 |
| Other\tcomprehensive\tincome\t(loss),\tnet\tof\ttax: |  |  |  |
| Change\tin\temployee\tbenefit\tplan\tfunded\tstatus,\tnet\tof\ttax\tof\t$(16,894),\t$(19,498)\tand\t$(7,567),\trespectively | (26,425) | (30,497) | (11,836) |
| Pension\tplan\tamortized\tto\tperiodic\tbenefit\tcost: |  |  |  |
| Prior\tservice\tcost,\tnet\tof\ttax\tof\t$113,\t$112\tand\t$50,\trespectively | 176 | 175 | 79 |
| Actuarial\tloss,\tnet\tof\ttax\tof\t$4,668,\t$2,879\tand\t$2,793,\trespectively | 7,301 | 4,504 | 4,368 |
| Foreign\tcurrency\ttranslation\tadjustment | 434 | (413) | 620 |
| Other\tcomprehensive\tincome\t(loss) | (18,514) | (26,231) | (6,769) |
| Comprehensive\tincome | $339,556 | $283,382 | $261,058 |
| Basic\tearnings\tper\tcommon\tshare:\t(a)\nIncome\tfrom\tcontinuing\toperations | $2.12 | $1.74 | $1.46 |
| Income\t(loss)\tfrom\tdiscontinued\toperations,\tnet\tof\ttax | $(0.09) | $0.03 | $0.07 |
| Net\tincome | $2.03 | $1.76 | $1.53 |
| Diluted\tearnings\tper\tcommon\tshare:\t(a)\nIncome\tfrom\tcontinuing\toperations | $2.11 | $1.73 | $1.46 |
| Income\t(loss)\tfrom\tdiscontinued\toperations,\tnet\tof\ttax | $(0.09) | $0.03 | $0.07 |
| Net\tincome | $2.01 | $1.75 | $1.53 |
| Average\tcommon\tshares\toutstanding\tduring\tthe\tperiod:\nBasic | 176,445 | 175,484 | 174,833 |
| Diluted | 177,671 | 176,531 | 175,124 |
| Dividends\tper\tcommon\tshare | $0.98 | $1.13 | $0.86 |

# Consolidated	Statements	of	Cash	Flows

|  | 2012 | Years	Ended	December	31,<br>2011 | 2010 |
| :--- | :--- | :--- | :--- |
| CASH\tFLOWS\tFROM\tOPERATING\tACTIVITIES |  |  |  |
| Net\tincome | $358,070 | $309,613 | $267,827 |
| Adjustments |  |  |  |
| Depreciation\tand\tamortization | 381,503 | 351,821 | 330,264 |
| Provision\tfor\tdeferred\tincome\ttaxes | 200,440 | 195,494 | 152,760 |
| Amortization\tof\tdeferred\tinvestment\ttax\tcredits | (1,518) | (1,542) | (1,561) |
| Provision\tfor\tlosses\ton\taccounts\treceivable | 26,701 | 19,952 | 18,267 |
| Allowance\tfor\tother\tfunds\tused\tduring\tconstruction | (15,592) | (13,131) | (9,644) |
| (Gain)\tloss\ton\tasset\tdispositions\tand\tpurchases | (839) | (993) | 111 |
| Pension\tand\tnon-pension\tpost\tretirement\tbenefits | 87,289 | 71,439 | 89,342 |
| Stock-based\tcompensation\texpense | 11,470 | 10,008 | 10,334 |
| Other,\tnet | 26,071 | 44,521 | 9,033 |
| Changes\tin\tassets\tand\tliabilities |  |  |  |
| Receivables\tand\tunbilled\trevenues | (34,528) | (34,819) | (35,977) |
| Taxes\treceivable,\tincluding\tincome\ttaxes | (1,922) | (1,199) | 17,920 |
| Other\tcurrent\tassets | (5,223) | (1,305) | 7,788 |
| Pension\tand\tnon-pension\tpost\tretirement\tbenefit\tcontributions | (129,410) | (186,730) | (137,257) |
| Accounts\tpayable | (10,572) | 37,824 | 6,487 |
| Taxes\taccrued,\tincluding\tincome\ttaxes | 21,041 | 4,274 | 39,577 |
| Interest\taccrued | (5,647) | (1,417) | 746 |
| Change\tin\tbook\toverdraft | 34,172 | 0 | 0 |
| Other\tcurrent\tliabilities | 14,092 | 4,547 | 8,916 |
| Net\tcash\tprovided\tby\toperating\tactivities | 955,598 | 808,357 | 774,933 |
| CASH\tFLOWS\tFROM\tINVESTING\tACTIVITIES |  |  |  |
| Capital\texpenditures | (928,574) | (924,858) | (765,636) |
| Acquisitions | (44,560) | (7,220) | (1,642) |
| Proceeds\tfrom\tsale\tof\tassets\tand\tsecurities | 561,739 | 9,972 | 239 |
| Removal\tcosts\tfrom\tproperty,\tplant\tand\tequipment\tretirements,\tnet | (57,101) | (53,134) | (43,695) |
| Net\tfunds\treleased | 86,140 | 62,843 | 63,991 |
| Net\tcash\tused\tin\tinvesting\tactivities | (382,356) | (912,397) | (746,743) |
| CASH\tFLOWS\tFROM\tFINANCING\tACTIVITIES |  |  |  |
| Proceeds\tfrom\tlong-term\tdebt | 315,430 | 12,510 | 268,559 |
| Repayment\tof\tlong-term\tdebt | (471,954) | (70,045) | (272,700) |
| Net\tborrowings\t(repayments)\tunder\tshort-term\tdebt\tagreements | (211,064) | 303,024 | 93,029 |
| Proceeds\tfrom\tissuances\tof\temployee\tstock\tplans\tand\tDRIP | 27,860 | 13,866 | 6,711 |
| Advances\tand\tcontributions\tfor\tconstruction,\tnet\tof\trefunds\tof\t$17,850\tin\t2012,\t$21,061\tin\t2011\tand\t$35,830\tin\t2010 | 31,909 | 22,298 | 7,042 |
| Change\tin\tbank\toverdraft\tposition | (34,812) | (16,862) | 17,173 |
| Debt\tissuance\tcosts | (7,393) | (552) | (6,619) |
| Redemption\tof\tpreferred\tstocks | (4,376) | (1,888) | (228) |
| Dividends\tpaid | (213,459) | (157,855) | (150,301) |
| Other | 4,843 | 639 | 0 |
| Net\tcash\tprovided\tby\t(used\tin)\tfinancing\tactivities | (563,016) | 105,135 | (37,334) |
| Net\tincrease\t(decrease)\tin\tcash\tand\tcash\tequivalents | 10,226 | 1,095 | (9,144) |
| Cash\tand\tcash\tequivalents\tat\tbeginning\tof\tperiod | 14,207 | 13,112 | 22,256 |
| Cash\tand\tcash\tequivalents\tat\tend\tof\tperiod | $24,433 | $14,207 | $13,112 |
| Cash\tpaid\tduring\tthe\tyear\tfor: |  |  |  |
| Interest,\tnet\tof\tcapitalized\tamount | $329,331 | $331,944 | $329,417 |
| Income\ttaxes,\tnet\tof\trefunds\tof\t$766\tin\t2012,\t$812\tin\t2011\tand\t$37,790\tin\t2010 | $5,352 | $14,269 | $(30,108) |
| Non-cash\tinvesting\tactivity |  |  |  |
| Capital\texpenditures\tacquired\ton\taccount\tbut\tunpaid\tas\tof\tyear\tend | $159,119 | $104,816 | $112,313 |
| Non-cash\tfinancing\tactivity |  |  |  |
| Advances\tand\tcontributions | $12,279 | $23,504 | $27,566 |
| Dividends\taccrued | $0 | $40,403 | $0 |
| Long-term\tdebt | $68,746 | $0 | $122,775 |

# Consolidated	Statements	of	Changes	in	Stockholders'	Equity

|  | Shares | Par<br>Value | Paid-in<br>Capital | Accumulated<br>Deficit | Accumulated<br>Other<br>Comprehensive<br>Loss | Shares | At	Cost | Without<br>Mandatory<br>Redemption<br>Requirements | Total<br>Stockholders'<br>Equity |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Balance\tat\tDecember\t31,\t2009 | \t174,630 | $1,746 | $6,140,077 | $(2,076,287) | $(64,677) | 0 | $0 | $4,557 | $4,005,416 |
| Net\tincome | — | — | — | 267,827 | — | \t — | — | — | 267,827 |
| Direct\tstock\treinvestment\tand\tpurchase |  |  |  |  |  |  |  |  |  |
| plan,\tnet\tof\texpense\tof\t$96 | 63 | 1 | 1,328 | — | — | \t — | — | — | 1,329 |
| Employee\tstock\tpurchase\tplan | 112 | 1 | 2,502 | — | — | 7 | 127 | — | 2,630 |
| Stock-based\tcompensation\tactivity | 191 | 2 | 12,768 | (474) | — | (8) | (146) | — | 12,150 |
| Subsidiary\tpreferred\tstock\tredemption | — | — | — | — | — | \t — | — | (10) | (10) |
| Other\tcomprehensive\tloss,\tnet\tof\ttax\tof |  |  |  |  |  |  |  |  |  |
| ($4,724) | — | — | — | — | (6,769) | \t — | — | — | (6,769) |
| Dividends | — | — | — | (150,301) | — | \t — | — | — | (150,301) |
| Balance\tat\tDecember\t31,\t2010 | \t174,996 | $1,750 | $6,156,675 | $(1,959,235) | $(71,446) | (1) | $(19) | $4,547 | $4,132,272 |
| Net\tincome | — | — | — | 309,613 | — | \t — | — | — | 309,613 |
| Direct\tstock\treinvestment\tand\tpurchase |  |  |  |  |  |  |  |  |  |
| plan,\tnet\tof\texpense\tof\t$19 | 64 | 1 | 1,807 | — | — | \t — | — | — | 1,808 |
| Employee\tstock\tpurchase\tplan | 121 | 1 | 3,533 | — | — | \t — | — | — | 3,534 |
| Stock-based\tcompensation\tactivity | 483 | 5 | 18,543 | (921) | — | 1 | 19 | — | 17,646 |
| Other\tcomprehensive\tloss,\tnet\tof\ttax\tof |  |  |  |  |  |  |  |  |  |
| $(16,507) | — | — | — | — | (26,231) | \t — | — | — | (26,231) |
| Dividends | — | — | — | (198,258) | — | \t — | — | — | (198,258) |
| Balance\tat\tDecember\t31,\t2011 | \t175,664 | $1,757 | $6,180,558 | $(1,848,801) | $(97,677) | 0 | $0 | $4,547 | $4,240,384 |
| Net\tincome | — | — | — | 358,070 | — | \t — | — | — | 358,070 |
| Direct\tstock\treinvestment\tand\tpurchase |  |  |  |  |  |  |  |  |  |
| plan,\tnet\tof\texpense\tof\t$14 | 60 | 0 | 2,092 | — | — | \t — | — | — | 2,092 |
| Employee\tstock\tpurchase\tplan | 87 | 1 | 3,306 | — | — | 31 | 1,046 | — | 4,353 |
| Stock-based\tcompensation\tactivity | 1,177 | 12 | 36,688 | (1,168) | — | (31) | (1,046) | — | 34,486 |
| Subsidiary\tpreferred\tstock\tredemption | — | — | — | — | — | \t — | — | (2,827) | (2,827) |
| Other\tcomprehensive\tloss,\tnet\tof\ttax\tof |  |  |  |  |  |  |  |  |  |
| $(12,113) | — | — | — | — | (18,514) | \t — | — | — | (18,514) |
| Dividends | — | — | — | (173,056) | — | \t — | — | — | (173,056) |
| Balance\tat\tDecember\t31,\t2012 | \t176,988 | $1,770 | $6,222,644 | $(1,664,955) | $(116,191) | 0 | $0 | $1,720 | $4,444,988 |

# Notes	to	Consolidated	Financial	Statements

# Note	1:	Organization	and	Operation

American	Water	Works	Company,	Inc.	("AWW")	and	its	subsidiaries	(collectively	referred	to	herein	as	the	"Company")	is	the	holding	company	for	regulated	and market-based	subsidiaries	throughout	the	United	States	of	America	and	two	Canadian	provinces.	The	regulated	subsidiaries	included	in	continuing	operations	provide water	and	wastewater	services	as	public	utilities.	These	regulated	subsidiaries	are	operationally	segregated	into	16	U.S.	states	in	which	the	Company	operates	regulated utilities.	The	market-based	subsidiaries	include	various	lines	of	business	including	Homeowner	Services,	which	provides	water	and	sewer	line	protection	plans	for homeowners,	and	the	Contract	Operations	group,	which	conducts	operation	and	maintenance	of	water	and	wastewater	facilities	for	the	U.S.	Military,	municipalities	and the	food	and	beverage	industry.

# Note	2:	Significant	Accounting	Policies

# Principles	of	Consolidation

The	accompanying	consolidated	financial	statements	include	the	accounts	of	AWW	and	its	subsidiaries.	Intercompany	balances	and	transactions	between subsidiaries	have	been	eliminated.	The	Company	uses	the	equity	method	to	report	its	investments	in	two	joint	venture	investments	in	each	of	which	the	Company	holds	a 50%	voting	interest	and	cannot	exercise	control	over	the	operations	and	policies	of	the	investments.	Under	the	equity	method,	the	Company	records	its	interests	as	an investment	and	its	percentage	share	of	earnings	as	earnings	or	losses	of	investee.

# Use	of	Estimates

The	preparation	of	consolidated	financial	statements	in	conformity	with	accounting	principles	generally	accepted	in	the	United	States	requires	management	to make	estimates	and	assumptions	that	affect	the	reported	amounts	of	assets	and	liabilities	and	disclosures	of	contingent	assets	and	liabilities	at	the	date	of	the	financial statements,	and	the	reported	amounts	of	revenues	and	expenses	during	the	reporting	period.	Actual	results	could	differ	from	these	estimates.	The	Company	considers benefit	plan	assumptions;	the	carrying	values	of	goodwill	and	other	long-lived	assets,	including	regulatory	assets;	revenue	recognition;	and	accounting	for	income	taxes to	be	its	critical	accounting	estimates.	The	Company's	significant	estimates	that	are	particularly	sensitive	to	change	in	the	near	term	are	amounts	reported	for	pension and	other	postemployment	benefits,	contingency-related	obligations	and	goodwill.

The	Company's	regulated	utilities	are	subject	to	economic	regulation	by	the	public	utility	commissions	and	the	local	governments	of	the	states	in	which	they operate	(the	"Regulators").	These	Regulators	have	allowed	recovery	of	costs	and	credits	which	the	Company	has	recorded	as	regulatory	assets	and	liabilities. Accounting	for	future	recovery	of	costs	and	credits	as	regulatory	assets	and	liabilities	is	in	accordance	with	authoritative	guidance	applicable	to	those	companies	whose rates	are	established	by	or	are	subject	to	approval	by	an	independent	third-party	regulator.	Regulated	utilities	defer	costs	and	credits	on	the	balance	sheet	as	regulatory assets	and	liabilities	when	it	is	probable	that	those	costs	and	credits	will	be	recognized	in	the	rate	making	process	in	a	period	different	from	the	period	in	which	they would	have	been	reflected	in	operations	by	a	market-based	company.	These	deferred	regulatory	assets	and	liabilities	are	then	reflected	in	the	statement	of	operations	in the	period	in	which	the	costs	and	credits	are	reflected	in	the	rates	charged	for	service.	(See	Note	6)

# Property,	Plant	and	Equipment

Property,	plant	and	equipment	consist	primarily	of	utility	plant.	Additions	to	utility	plant	and	replacements	of	retirement	units	of	property	are	capitalized.	Costs include	material,	direct	labor	and	such	indirect	items	as	engineering	and	supervision,	payroll	taxes	and	benefits,	transportation	and	an	allowance	for	funds	used	during construction.	The	costs	incurred	to	acquire	and	internally	develop	computer	software	for	internal	use	are	capitalized	as	a	unit	of	property.	The	carrying	value	of	these costs	amounted	to	$155,221	and	$49,241	at	December	31,	2012	and	2011,	respectively.	The	2012	increase	was	primarily	due	to	the	implementation	of	a	new	ERP system.	The	cost	of	repairs;	maintenance,	including	planned	major	maintenance	activities;	and	minor	replacements	of	property	is	charged	to	maintenance	expense	as incurred.

When	units	of	property	are	replaced,	retired	or	abandoned,	the	recorded	value	thereof	is	credited	to	the	asset	account	and	charged	to	accumulated	depreciation.	To the	extent	the	Company	recovers	cost	of	removal	or	other	retirement	costs	through	rates	after	the	retirement	costs	are	incurred,	a	regulatory	asset	is	recorded.	In	some cases,	the	Company	recovers	retirement	costs	through	rates	during	the	life	of	the	associated	asset	and	before	the	costs	are	incurred.	These	amounts	result	in	a	regulatory liability	being	reported	based	on	the	amounts	previously	recovered	through	customer	rates,	until	the	costs	to	retire	those	assets	are	incurred.

The	cost	of	property,	plant	and	equipment	is	depreciated	using	the	straight-line	average	remaining	life	method.

Nonutility	property	consists	primarily	of	buildings	and	equipment	utilized	by	the	Company	for	internal	operations.	This	property	is	stated	at	cost,	net	of accumulated	depreciation	calculated	using	the	straight-line	method	over	the	estimated	useful	lives	of	the	assets,	ranging	from	three	to	50	years.

# Cash	and	Cash	Equivalents

Substantially	all	cash	is	invested	in	interest-bearing	accounts.	All	highly	liquid	investments	with	a	maturity	of	three	months	or	less	when	purchased	are	considered to	be	cash	equivalents.

Prior	to	January	1,	2012,	the	Company	had	overdraft	protection	provided	by	a	revolving	credit	line	with	PNC	Bank,	N.A.	Book	overdrafts	on	these	accounts	were reported	as	short-term	debt	and	the	change	in	the	overdraft	balance	was	reported	as	financing	activities	in	the	accompanying	Consolidated	Statements	of	Cash	Flows. The	Company	did	not	renew	this	credit	line	at	December	31,	2011.	Accordingly,	the	Company's	outstanding	checks	on	its	cash	accounts	with	PNC	Bank,	N.A.	are classified	as	of	January	1,	2012	as	other	current	liabilities	in	the	accompanying	Consolidated	Balance	Sheets,	and	changes	in	those	accounts	are	included	in	operating activities	for	2012	in	the	accompanying	Consolidated	Statements	of	Cash	Flows.

# Restricted	Funds

Restricted	funds	primarily	represent	proceeds	from	financings	for	the	construction	and	capital	improvement	of	facilities	and	deposits	for	future	services	under operation	and	maintenance	projects.	The	proceeds	of	these	financings	are	held	in	escrow	until	the	designated	expenditures	are	incurred.	Restricted	funds	expected	to	be released	within	12	months	subsequent	to	year	end	are	classified	as	current.

# Accounts	Receivable

Accounts	receivable	include	regulated	utility	customer	accounts	receivable,	which	represent	amounts	billed	to	water	and	wastewater	customers	on	a	cycle	basis. Credit	is	extended	based	on	the	guidelines	of	the	applicable	Regulators	and	collateral	is	generally	not	required.	Also	included	are	market-based	trade	accounts receivable	and	non-utility	customer	receivables	of	the	regulated	subsidiaries.	Unbilled	receivables	are	accrued	when	service	has	been	provided	but	has	not	been	billed	to customers.

# Allowance	for	Uncollectible	Accounts

Allowances	for	uncollectible	accounts	are	maintained	for	estimated	probable	losses	resulting	from	the	Company's	inability	to	collect	receivables	from	customers. Accounts	that	are	outstanding	longer	than	the	payment	terms	are	considered	past	due.	A	number	of	factors	are	considered	in	determining	the	allowance	for	uncollectible accounts,	including	the	length	of	time	receivables	are	past	due	and	previous	loss	history.	The	Company	writes	off	accounts	when	they	become	uncollectible.	(See	Note 5)

# Materials	and	Supplies

Materials	and	supplies	are	stated	at	the	lower	of	cost	or	net	realizable	value.	Cost	is	determined	using	the	average	cost	method.

Goodwill	is	primarily	associated	with	the	acquisitions	of	AWW	in	2003	and	E'town	Corporation	in	2001	(the	"Acquisitions")	and	has	been	assigned	to	reporting units	based	on	the	fair	values	at	the	date	of	the	Acquisitions.	The	Regulated	Businesses	segment	is	a	single	reporting	unit.	In	the	Market-Based	Operations	segment,	the business	is	organized	into	four	reporting	units	for	its	market-based	services.	Goodwill	is	reviewed	annually,	or	more	frequently	if	changes	in	circumstances	indicate	the carrying	value	may	not	be	recoverable.	Annual	impairment	reviews	are	performed	in	the	fourth	quarter	of	the	calendar	year,	in	conjunction	with	the	timing	of	the completion	of	the	Company's	annual	strategic	business	plan.

The	Company	considers	the	carrying	value	of	goodwill	to	be	one	of	its	critical	accounting	estimates.	The	Company	believes	the	assumptions	and	other considerations	used	to	value	goodwill	to	be	appropriate.	However,	if	experience	differs	from	the	assumptions	and	considerations	used	in	its	analysis,	the	resulting	change could	have	a	material	adverse	impact	on	the	consolidated	financial	statements.

No	impairment	charge	was	recorded	in	the	Company's	continuing	operations	for	the	years	ended	December	31,	2012,	2011	and	2010,	respectively.

# Long-Lived	Assets

Long-lived	assets	include	land,	buildings,	equipment	and	long-term	investments.	Long-lived	assets,	other	than	investments	and	land,	are	depreciated	over	their estimated	useful	lives,	and	are	reviewed	for	impairment	whenever	changes	in	circumstances	indicate	the	carrying	value	of	the	asset	may	not	be	recoverable.	Such circumstances	would	include	items	such	as	a	significant	decrease	in	the	market	value	of	a	long-lived	asset,	a	significant	adverse	change	in	the	manner	the	asset	is	being used	or	planned	to	be	used	or	in	its	physical	condition,	or	a	history	of	operating	or	cash	flow	losses	associated	with	the	use	of	the	asset.	In	addition,	changes	in	the expected	useful	life	of	these	long-lived	assets	may	also	be	an	impairment	indicator.	When	such	events	or	changes	occur,	the	Company	estimates	the	fair	value	of	the asset	from	future	cash	flows	expected	to	result	from	the	use	and,	if	applicable,	the	eventual	disposition	of	the	asset	and	compares	that	to	the	carrying	value	of	the	asset.	If the	carrying	value	is	greater	than	the	fair	value,	an	impairment	loss	is	recorded.

The	Company	considers	the	carrying	value	of	long-lived	assets	to	be	one	of	its	critical	accounting	estimates.	The	Company	believes	the	assumptions	and	other considerations	used	to	evaluate	the	carrying	value	of	long-lived	assets	to	be	appropriate.	However,	if	actual	experience	differs	from	the	assumptions	and	considerations used	in	its	estimates,	the	resulting	change	could	have	a	material	adverse	impact	on	the	consolidated	financial	statements.

The	key	variables	to	determine	value	include	assumptions	regarding	sales	volume,	rates,	operating	costs,	labor	and	other	benefit	costs,	capital	additions,	assumed discount	rates	and	other	economic	factors.	These	variables	require	significant	management	judgment	and	include	inherent	uncertainties	since	they	are	forecasting	future events.	If	such	assets	are	considered	impaired,	an	impairment	loss	is	recognized	equal	to	the	amount	by	which	the	asset's	carrying	value	exceeds	its	fair	value.

The	Company	holds	other	investments	including	investments	in	privately	held	companies	and	investments	in	joint	ventures	accounted	for	using	the	equity	method. The	Company's	investments	in	privately	held	companies	and	joint	ventures	are	classified	as	other	long-term	assets.

The	fair	values	of	long-term	investments	are	dependent	on	the	financial	performance	and	solvency	of	the	entities	in	which	the	Company	invests,	as	well	as volatility	inherent	in	the	external	markets.	If	such	assets	are	considered	impaired,	an	impairment	loss	is	recognized	equal	to	the	amount	by	which	the	asset's	carrying value	exceeds	its	fair	value.

# Advances	and	Contributions	in	Aid	of	Construction

Regulated	utility	subsidiaries	may	receive	advances	and	contributions	from	customers,	home	builders	and	real	estate	developers	to	fund	construction	necessary	to extend	service	to	new	areas.	Advances	for	construction	are	refundable	for	limited	periods	of	time	as	new	customers	begin	to	receive	service	or	other	contractual obligations	are	fulfilled.	Included	in	other	current	liabilities	at	December	31,	2012	and	2011	in	the	accompanying	Consolidated	Balance	Sheets	are	estimated	refunds	of $19,698	and	$18,681,	respectively.	Those	amounts	represent	expected	refunds	during	the	next	12-month	period.	Advances	that	are	no	longer	refundable	are	reclassified to	contributions	in	aid	of	construction.	Contributions	in	aid	of	construction	are	permanent	collections	of	plant	assets	or	cash	for	a	particular	construction	project.	For ratemaking	purposes,	the	amount	of	such	contributions	generally	serves	as	a	rate	base	reduction	since	the	contributions	represent	non-investor	supplied	funds.

Generally,	the	Company	depreciates	utility	plant	funded	by	contributions	and	amortizes	its	contributions	balance	as	a	reduction	to	depreciation	expense,	producing a	result	which	is	functionally	equivalent	to	reducing	the	original	cost	of	the	utility	plant	for	the	contributions.	Certain	of	the	Company's	subsidiaries	do	not	depreciate contributed	property,	based	on	regulatory	guidelines.	Amortization	of	contributions	in	aid	of	construction	was	$20,979,	$18,327	and	$17,423	for	the	years	ended December	31,	2012,	2011	and	2010,	respectively.

# Recognition	of	Revenues

Revenues	of	the	regulated	utility	subsidiaries	are	recognized	as	water	and	wastewater	services	are	provided	and	include	amounts	billed	to	customers	on	a	cycle basis	and	unbilled	amounts	based	on	estimated	usage	from	the	date	of	the	latest	meter	reading	to	the	end	of	the	accounting	period.

The	Company	has	agreements	with	the	United	States	Government	to	operate	and	maintain	water	and	wastewater	systems	at	various	military	bases	pursuant	to	50- year	contracts	("military	agreements").	These	contracts	also	include	construction	components	that	are	accounted	for	separately	from	the	operations	and	management components.	The	military	agreements	are	subject	to	periodic	price	redetermination	adjustments	and	modifications	for	changes	in	circumstance.	Additionally,	the Company	has	agreements	ranging	in	length	from	two	to	40	years	with	various	industries	and	municipalities	to	operate	and	maintain	water	and	wastewater	systems ("O&M	agreements").	Revenue	from	operations	and	management	services	are	recognized	as	services	are	provided.	(See	Note	15)

# Construction	Contracts

Revenues	from	construction	projects	are	recognized	over	the	contract	term	based	on	the	estimated	percentage	of	completion	during	the	period	compared	to	the total	estimated	services	to	be	provided	over	the	entire	contract.	Losses	on	contracts	are	recognized	during	the	period	in	which	the	loss	first	becomes	probable	and

estimable.	Revenues	recognized	during	the	period	in	excess	of	billings	on	construction	contracts	are	recorded	as	unbilled	revenue.	Billings	in	excess	of	revenues recognized	on	construction	contracts	are	recorded	as	other	current	liabilities	until	the	recognition	criteria	are	met.	Changes	in	contract	performance	and	related	estimated contract	profitability	may	result	in	revisions	to	costs	and	revenues	and	are	recognized	in	the	period	in	which	revisions	are	determined.

# Income	Taxes

AWW	and	its	subsidiaries	participate	in	a	consolidated	federal	income	tax	return	for	U.S.	tax	purposes.	Members	of	the	consolidated	group	are	charged	with	the amount	of	federal	income	tax	expense	determined	as	if	they	filed	separate	returns.

Investment	tax	credits	have	been	deferred	by	the	regulated	utility	subsidiaries	and	are	being	amortized	to	income	over	the	average	estimated	service	lives	of	the related	assets.

The	Company	recognizes	accrued	interest	and	penalties	related	to	tax	positions	as	a	component	of	income	tax	expense	and	accounts	for	sales	tax	collected	from customers	and	remitted	to	taxing	authorities	on	a	net	basis.

# Allowance	for	Funds	Used	During	Construction	("AFUDC")

AFUDC	is	a	non-cash	credit	to	income	with	a	corresponding	charge	to	utility	plant	that	represents	the	cost	of	borrowed	funds	or	a	return	on	equity	funds	devoted to	plant	under	construction.	The	regulated	utility	subsidiaries	record	AFUDC	to	the	extent	permitted	by	the	Regulators.

# Environmental	Costs

The	Company's	water	and	wastewater	operations	are	subject	to	federal,	state,	local	and	foreign	requirements	relating	to	environmental	protection,	and	as	such,	the Company	periodically	becomes	subject	to	environmental	claims	in	the	normal	course	of	business.	Environmental	expenditures	that	relate	to	current	operations	or	provide a	future	benefit	are	expensed	or	capitalized	as	appropriate.	Remediation	costs	that	relate	to	an	existing	condition	caused	by	past	operations	are	accrued,	on	an undiscounted	basis,	when	it	is	probable	that	these	costs	will	be	incurred	and	can	be	reasonably	estimated.	Remediation	costs	accrued	amounted	to	$4,400	and	$5,500	at December	31,	2012	and	2011,	respectively.	The	accrual	relates	entirely	to	a	conservation	agreement	entered	into	by	a	subsidiary	of	the	Company	with	the	National Oceanic	and	Atmospheric	Administration	("NOAA")	requiring	the	Company	to,	among	other	provisions,	implement	certain	measures	to	protect	the	steelhead	trout	and its	habitat	in	the	Carmel	River	watershed	in	the	state	of	California.	The	Company	has	agreed	to	pay	$1,100	annually	from	2010	to	2016.	The	Company	pursues	recovery of	incurred	costs	through	all	appropriate	means,	including	regulatory	recovery	through	customer	rates.	The	Company's	regulatory	assets	at	December	31,	2012	and	2011 include	$8,656	and	$9,187,	respectively,	related	to	the	NOAA	agreement.

# Derivative	Financial	Instruments

The	Company	uses	derivative	financial	instruments	for	purposes	of	hedging	exposures	to	fluctuations	in	interest	rates.	These	derivative	contracts	are	entered	into for	periods	consistent	with	the	related	underlying	exposures	and	do	not	constitute	positions	independent	of	those	exposures.	The	Company	does	not	enter	into	derivative contracts	for	speculative	purposes	and	does	not	use	leveraged	instruments.

All	derivatives	are	recognized	on	the	balance	sheet	at	fair	value.	On	the	date	the	derivative	contract	is	entered	into,	the	Company	may	designate	the	derivative	as	a hedge	of	the	fair	value	of	a	recognized	asset	or	liability	(fair-value	hedge)	or	a	hedge	of	a	forecasted	transaction	or	of	the	variability	of	cash	flows	to	be	received	or	paid related	to	a	recognized	asset	or	liability	(cash-flow	hedge).

Changes	in	the	fair	value	of	a	fair-value	hedge,	along	with	the	gain	or	loss	on	the	underlying	hedged	item,	are	recorded	in	current-period	earnings.	The	effective portion	of	gains	and	losses	on	cash-flow	hedges	are	recorded	in	other	comprehensive	income,	until	earnings	are	affected	by	the	variability	of	cash	flows.	Any	ineffective portion	of	designated	hedges	is	recognized	in	current-period	earnings.

Cash	flows	from	derivative	contracts	are	included	in	net	cash	provided	by	operating	activities.

The	following	recently	announced	accounting	standards	have	been	adopted	by	the	Company	and	have	been	included	in	the	consolidated	results	of operations,	financial	position	or	footnotes	of	the	accompanying	Consolidated	Financial	Statements:

In	May	2011,	the	Financial	Accounting	Standards	Board	("FASB")	issued	updated	accounting	guidance	related	to	fair	value	measurements	and	disclosures	that result	in	common	fair	value	measurements	and	disclosures	between	U.S.	Generally	Accepted	Accounting	Principles	("GAAP")	and	International	Financial	Reporting Standards	("IFRS").	This	new	guidance	amends	current	fair	value	measurement	and	disclosure	guidance	to	increase	transparency	around	valuation	inputs	and	investment categorization.	This	guidance	is	effective	for	interim	and	annual	periods	beginning	on	January	1,	2012	and	is	required	to	be	applied	prospectively.	The	adoption	of	this guidance	did	not	have	a	significant	impact	on	the	Company's	results	of	operations,	financial	position	or	cash	flows.

In	June	2011,	the	FASB	issued	guidance	on	the	presentation	of	comprehensive	income.	The	new	guidance	allows	an	entity	to	present	components	of	net	income and	other	comprehensive	income	in	either	one	continuous	statement	or	two	separate	but	consecutive	statements.	The	new	guidance	eliminates	the	current	option	to	report other	comprehensive	income	and	its	components	in	the	statement	of	changes	in	equity.	While	the	new	guidance	changes	the	presentation	of	comprehensive	income, there	are	no	changes	to	the	components	that	are	recognized	in	net	income	or	other	comprehensive	income	under	current	accounting	guidance.	The	new	guidance	is effective	for	the	Company	beginning	on	January	1,	2012.	As	the	Company	already	presents	the	components	of	net	income	and	other	comprehensive	income	in	one continuous	statement,	the	adoption	of	the	new	guidance	did	not	have	an	impact	on	its	results	of	operations,	financial	position	or	cash	flows.

In	September	2011,	the	FASB	updated	the	accounting	guidance	related	to	testing	goodwill	for	impairment.	This	update	permits	an	entity	to	assess	qualitative factors	to	determine	whether	it	is	necessary	to	perform	the	two-step	quantitative	goodwill	impairment	test	that	is	currently	in	place.	Under	the	new	guidance,	an	entity will	not	be	required	to	calculate	the	fair	value	of	a	reporting	unit	unless	the	entity	determines,	based	on	the	qualitative	assessment,	that	it	is	more	likely	than	not	that	its fair	value	is	less	than	its	carrying	amount.	This	update	is	effective	for	annual	and	interim	goodwill	impairment	tests	performed	by	the	Company	beginning	on	January	1, 2012.	The	adoption	of	this	update	did	not	have	an	impact	on	the	Company's	results	of	operations,	financial	position	or	cash	flows.

In	December	2011,	the	FASB	issued	accounting	guidance	to	amend	the	existing	disclosure	requirements	for	offsetting	financial	assets	and	liabilities	to	enhance current	disclosures,	as	well	as	to	improve	comparability	of	balance	sheets	prepared	under	GAAP	and	IFRS.	In	January	2013,	the	FASB	issued	additional	guidance	on the	scope	of	these	disclosures.	The	revised	disclosure	guidance	applies	to	derivative	instruments	and	securities	borrowing	and	lending	transactions	that	are	subject	to	an enforceable	master	netting	arrangement	or	similar	agreement.	The	revised	disclosure	guidance	is	effective	on	a	retrospective	basis	for	interim	and	annual	periods beginning	January	1,	2013.	As	this	guidance	provides	for	additional	disclosure	requirements	only,	the	adoption	of	this	guidance	is	not	expected	to	have	an	impact	on	the Company's	results	of	operations,	financial	position	or	cash	flows.

# Reclassifications

Certain	reclassifications	have	been	made	to	conform	previously	reported	data	to	the	current	presentation.

# Note	3:	Acquisitions	and	Divestitures

# Acquisitions

During	2012,	the	Company	closed	on	10	acquisitions	of	various	regulated	water	and	wastewater	systems	for	a	total	aggregate	purchase	price	of	$44,560.	Included in	this	total	was	the	Company's	May	1,	2012	acquisition	of	all	of	the	capital	stock	of	Aqua	New	York,	Inc.	(the	"Acquisition")	for	a	total	cash	purchase	price	of	$36,688 plus

assumed	liabilities.	The	Acquisition,	which	expanded	the	Company's	service	area	in	the	state	of	New	York,	added	approximately	fifty	thousand	customers	to	Regulated operations.	The	Acquisition	was	accounted	for	as	a	business	combination;	accordingly,	operating	results	from	May	1,	2012	were	included	in	the	Company's	results	of operations.	The	purchase	price	was	allocated	to	the	net	tangible	and	intangible	assets	based	upon	their	estimated	fair	values	at	the	date	of	acquisition.	The	Company's regulatory	practice	has	been	followed	whereby	property,	plant	and	equipment	(rate	base)	is	considered	fair	value	for	business	combination	purposes.	Similarly, regulatory	assets	and	liabilities	acquired	have	been	recorded	at	book	value	and	are	subject	to	regulatory	approval	where	applicable.	The	acquired	debt	and	employee benefit	plans	have	been	fair	valued	using	common	valuation	techniques.	The	acquired	debt	has	been	valued	in	a	manner	consistent	with	the	Company's	Level	2	and Level	3	pre-acquisition	debt.	(See	Note	17)	The	Company	has	recognized	employee	benefit	plan	liabilities	on	the	acquisition	date	for	the	funded	status	of	defined- benefit	plans	assumed	as	part	of	the	business	combination.	The	pro	forma	impact	of	this	acquisition	would	not	have	been	material	to	the	Company's	results	of	operations for	the	years	ended	December	31,	2012,	2011	and	2010,	respectively.

Assets	acquired	in	the	Acquisition	totaled	$102,727,	including	$59,139	of	plant,	$27,400	of	regulatory	assets,	and	$12,181	of	goodwill;	liabilities	assumed	totaled $66,039,	including	long-term	debt	of	$25,215,	$11,885	of	regulatory	liabilities,	$15,424	of	deferred	taxes,	$1,708	of	other	liabilities,	$1,060	of	contributions	in	aid	of construction	and	$9,710	of	pension	and	postretirement	welfare	liabilities.	Assets	acquired	(primarily	plant)	in	the	other	nine	acquisitions	during	2012	totaled	$12,514; liabilities	assumed	totaled	$4,642.

During	2011,	the	Company	closed	on	nine	acquisitions	of	regulated	water	and	wastewater	systems	for	an	aggregate	purchase	price	of	$7,220.	The	purchase	price for	each	acquisition	was	allocated	to	the	net	tangible	and	intangible	assets	based	upon	their	estimated	fair	values	at	the	acquisition	date.	Assets	acquired	totaled	$12,919, of	which	$12,814	was	utility	plant.	Liabilities	assumed	totaled	$4,945,	including	contributions	in	aid	of	construction	of	$3,847.	The	Company	recorded	gains	on acquisitions	during	2011	totaling	$754.

During	2010,	the	Company	closed	on	six	acquisitions	of	regulated	water	and	wastewater	systems	for	an	aggregate	purchase	price	of	$1,642.	The	purchase	price	for each	acquisition	was	allocated	to	the	net	tangible	and	intangible	assets	based	upon	their	estimated	fair	values	at	the	acquisition	date.	Assets	acquired	consisted	of	plant and	equipment	of	$3,064.	Liabilities	assumed	totaled	$1,422,	including	contributions	in	aid	of	construction	of	$1,109	and	regulatory	liabilities	of	$313.

# Divestitures

In	January	2012,	the	Company	completed	the	close	of	the	sale	of	its	Arizona	and	New	Mexico	subsidiaries.	After	post-close	adjustments,	net	proceeds	from	the sale	totaled	$458,860,	and	the	Company	recorded	a	pretax	loss	on	sale	of	$2,198.

In	May	2012,	the	Company	completed	the	close	of	the	sale	of	its	Ohio	subsidiary.	After	post-close	adjustments,	net	proceeds	from	the	sale	totaled	$102,154,	and the	Company	recorded	a	pretax	loss	on	sale	of	$4,095.

In	December	2011,	the	Company	completed	the	sale	of	its	Applied	Water	Management	subsidiary,	part	of	its	Market-Based	Operations	segment.	Proceeds	from the	sale	totaled	$2,923.	The	Company	recorded	a	pretax	loss	on	sale	of	$3,126	in	2011.	In	2012,	the	Company	recorded	an	additional	pretax	loss	of	$114	for	certain	post- close	adjustments.

In	June	2011,	the	Company	completed	the	sale	of	the	assets	of	its	Texas	subsidiary	for	proceeds	of	$6,245.	In	the	first	quarter	of	2011,	the	Company	recognized an	after-tax	impairment	charge	of	$552	for	parent	company	goodwill	allocated	to	the	Texas	subsidiary.

Operating	results	and	the	financial	position	of	the	five	subsidiaries	named	above	are	included	in	the	accompanying	financial	statements	as	discontinued operations.

A	summary	of	discontinued	operations	presented	in	the	Consolidated	Statements	of	Operations	and	Comprehensive	Income	follows:

|  |  | Years	Ended	December	31, |  |
| :--- | :--- | :--- | :--- |
|  | 2012 | 2011 | 2010 |
| Operating\trevenues | $19,377 | $173,447 | $155,642 |
| Total\toperating\texpenses,\tnet | 27,630 | \t 147,012 | \t 135,673 |
| Operating\tincome\t(loss) | (8,253) | 26,435 | 19,969 |
| Other\tincome\t(expense),\tnet | (168) | (270) | 43 |
| Income\t(loss)\tfrom\tdiscontinued\toperations\tbefore\tincome\ttaxes | (8,421) | 26,165 | 20,012 |
| Provision\tfor\tincome\ttaxes | 7,759 | 21,481 | 7,257 |
| Income\t(loss)\tfrom\tdiscontinued\toperations,\tnet\tof\ttax | $(16,180) | $4,684 | $12,755 |

Assets	and	liabilities	of	discontinued	operations	in	the	accompanying	Consolidated	Balance	Sheets	include	the	following:

|  | December	31,<br>2012 | December	31,<br>2011 |
| :--- | :--- | :--- |
| Assets: |  |  |
| Total\tproperty,\tplant\tand\tequipment | $0 | $833,023 |
| Current\tassets | 0 | 21,906 |
| Regulatory\tassets | 0 | 43,849 |
| Goodwill | 0 | 29,608 |
| Other | 0 | 1,472 |
| Total\tassets\tof\tdiscontinued\toperations | $0 | $929,858 |
| Liabilities: |  |  |
| Long-term\tdebt | $0 | $11,697 |
| Current\tportion\tof\tlong-term\tdebt | 0 | 12,839 |
| Other\tcurrent\tliabilities | 0 | 29,530 |
| Advances\tfor\tconstruction | 0 | 205,034 |
| Regulatory\tliabilities | 0 | 4,617 |
| Other | 0 | 15,540 |
| Contributions\tin\taid\tof\tconstruction | 0 | 102,961 |
| Total\tliabilities\tof\tdiscontinued\toperations | $0 | $382,218 |

# Note	4:	Utility	Plant

The	components	of	utility	plant	by	category	at	December	31	are	as	follows:

|  | Useful	Lives | 2012 | 2011 |
| :--- | :--- | :--- | :--- |
| Water\tplant |  |  |  |
| Land\tand\tother\tnon-depreciable\tassets |  | $129,953 | $128,286 |
| Sources\tof\tsupply | 16\tto\t147\tYears | 623,015 | 565,301 |
| Treatment\tand\tpumping\tfacilities | 3\tto\t101\tYears | 2,944,178 | 2,665,525 |
| Transmission\tand\tdistribution\tfacilities | 5\tto\t120\tYears | 7,033,958 | 6,632,828 |
| Services,\tmeters\tand\tfire\thydrants | 9\tto\t93\tYears | 2,729,679 | 2,539,696 |
| General\tstructures\tand\tequipment | 3\tto\t112\tYears | 865,992 | 693,880 |
| Wastewater\tplant | 2\tto\t115\tYears | 565,894 | 546,002 |
| Construction\twork\tin\tprogress |  | 349,496 | 460,529 |
|  |  | 15,242,165 | 14,232,047 |
| Less\taccumulated\tdepreciation |  | 3,657,221 | 3,360,005 |
|  |  | $11,584,944 | $10,872,042 |

Utility	plant	depreciation	expense	of	continuing	operations	amounted	to	$314,639	in	2012,	$268,987	in	2011	and	$250,107	in	2010.	The	Company's	regulated utility	subsidiaries	record	depreciation	in	conformity	with	amounts	approved	by	state	regulators	after	regulatory	review	of	information	the	Company	submits	to	support its	estimates	of	the	assets'	remaining	useful	lives.

The	provision	for	depreciation	expressed	as	a	percentage	of	the	aggregate	average	depreciable	asset	balances	was	2.94%	in	2012,	2.68%	in	2011,	and	2.62%	in 2010,	respectively.

# Note	5:	Allowance	for	Uncollectible	Accounts

The	following	table	summarizes	the	changes	in	the	Company's	allowances	for	uncollectible	accounts:

|  | 2012 | 2011 | 2010 |
| :--- | :--- | :--- | :--- |
| Balance\tat\tJanuary\t1 | $(18,905) | $(21,128) | $(22,199) |
| Amounts\tcharged\tto\texpense | (26,701) | (19,952) | (18,267) |
| Amounts\twritten\toff | 22,607 | 24,741 | 22,953 |
| Recoveries\tof\tamounts\twritten\toff | (3,875) | (2,566) | (3,615) |
| Balance\tat\tDecember\t31 | $(26,874) | $(18,905) | $(21,128) |

# Note	6:	Regulatory	Assets	and	Liabilities

The	regulatory	assets	represent	costs	that	are	expected	to	be	fully	recovered	from	customers	in	future	rates.	Except	for	income	taxes,	regulatory	assets	are excluded	from	the	Company's	rate	base	and	generally	do	not	earn	a	return.	The	components	of	regulatory	assets	at	December	31	are	as	follows:

|  | 2012 | 2011 |
| :--- | :--- | :--- |
| Income\ttaxes\trecoverable\tthrough\trates | $242,653 | $252,570 |
| Debt\tand\tpreferred\tstock\texpense | 73,474 | 73,096 |
| Deferred\tpension\texpense | 326,578 | 256,858 |
| Deferred\tother\tpostretirement\tbenefit\texpense | 167,414 | 149,393 |
| Deferred\tsecurity\tcosts | 2,240 | 4,837 |
| Deferred\tbusiness\tservices\tproject\texpense | 8,226 | 8,776 |
| Deferred\ttank\tpainting\tcosts | 31,526 | 29,500 |
| Deferred\trate\tcase\texpense | 11,614 | 14,553 |
| Purchase\tpremium\trecoverable\tthrough\trates | 60,241 | 60,635 |
| Environmental\tremediation\trecoverable\tthrough\trates | 8,656 | 9,187 |
| Coastal\twater\tproject\tcosts | 21,175 | 24,419 |
| San\tClemente\tDam\tproject\tcosts | 31,403 | 22,890 |
| Removal\tcosts\trecoverable\tthrough\trates | 98,541 | 80,402 |
| Other | 115,373 | 92,545 |
|  | $1,199,114 | $1,079,661 |

The	Company	has	recorded	a	regulatory	asset	for	the	additional	revenues	expected	to	be	realized	as	the	tax	effects	of	temporary	differences	previously	flowed through	to	customers	reverse.	These	temporary	differences	are	primarily	related	to	the	difference	between	book	and	tax	depreciation	on	property	placed	in	service	before the	adoption	by	the	regulatory	authorities	of	full	normalization	for	rate	making	purposes.	Full	normalization	requires	no	flow	through	of	tax	benefits	to	customers.	The regulatory	asset	for	income	taxes	recoverable	through	rates	is	net	of	the	reduction	expected	in	future	revenues	as	deferred	taxes	previously	provided,	attributable	to	the difference	between	the	state	and	federal	income	tax	rates	under	prior	law	and	the	current	statutory	rates,	reverse	over	the	average	remaining	service	lives	of	the	related assets.

Debt	expense	is	amortized	over	the	lives	of	the	respective	issues.	Call	premiums	on	the	redemption	of	long-term	debt,	as	well	as	unamortized	debt	expense,	are deferred	and	amortized	to	the	extent	they	will	be	recovered	through	future	service	rates.	Expenses	of	preferred	stock	issues	without	sinking	fund	provisions	are	amortized over	30	years	from	date	of	issue;	expenses	of	issues	with	sinking	fund	provisions	are	charged	to	operations	as	shares	are	retired.

Pension	expense	in	excess	of	the	amount	contributed	to	the	pension	plans	is	deferred	by	certain	subsidiaries.	These	costs	will	be	recovered	in	future	service	rates as	contributions	are	made	to	the	pension	plan.	The	Company	also	has	regulatory	assets	of	$294,136	and	$243,926	at	December	31,	2012	and	2011,	respectively,	which	is the	portion	of	the	underfunded	status	that	is	probable	of	recovery	through	rates	in	future	periods.

Postretirement	benefit	expense	in	excess	of	the	amount	recovered	in	rates	through	1997	has	been	deferred	by	certain	subsidiaries.	These	costs	are	recognized	in the	rates	charged	for	water	service	and	will	be	recovered	as	authorized	by	the	Company's	regulatory	authorities.	The	Company	also	has	regulatory	assets	of	$166,379 and	$147,441	at	December	31,	2012	and	2011,	respectively,	which	is	the	portion	of	the	underfunded	status	that	is	probable	of	recovery	through	rates	in	future	periods.

The	costs	of	additional	security	measures	that	were	implemented	to	protect	facilities	after	the	terrorist	attacks	on	September	11,	2001	have	been	deferred	by certain	subsidiaries.	These	costs	are	recognized	in	the	rates	charged	for	water	service	by	certain	subsidiaries.	These	costs	are	being	recovered	over	periods	ranging	from five	to	ten	years	from	the	time	of	regulatory	approval.

Business	services	project	expenses	consist	of	reengineering	and	start-up	activities	for	consolidated	customer	and	shared	administrative	service	centers	that	began operations	in	2001.	These	costs	are	recognized	in	the	rates	charged	for	water	service	by	certain	subsidiaries.

Tank	painting	costs	are	generally	deferred	and	amortized	to	current	operations	on	a	straight-line	basis	over	periods	ranging	from	five	to	15	years,	as	authorized	by the	regulatory	authorities	in	their	determination	of	rates	charged	for	service.

The	Company	amortizes	rate	case	expenditures	over	regulatory	approved	amortization	periods,	typically	three	years.	Rate	case	proceeding	expenditures	probable of	future	recovery	are	deferred.

Purchase	premium	recoverable	through	rates	is	primarily	the	recovery	of	the	acquisition	premiums	related	to	an	asset	acquisition	by	the	Company's	California subsidiary	during	2002,	and	acquisitions	in	2007	by	the	Company's	New	Jersey	subsidiary.	As	authorized	for	recovery	by	the	California	and	New	Jersey	Regulators, these	costs	are	being	amortized	to	operations	through	November	2048.

Environmental	remediation	recoverable	through	rates	is	the	recovery	of	costs	incurred	by	the	Company's	California	subsidiary	under	a	settlement	agreement entered	into	with	NOAA	to	improve	habitat	conditions	in	the	Carmel	River	Watershed.

Coastal	water	project	costs	include	preliminary	costs	associated	with	the	studying,	testing	and	design	of	alternatives	to	help	solve	water	supply	shortages	in Monterey,	California.	Coastal	water	project	costs	incurred	through	December	31,	2010	have	been	reviewed	and	approved	for	recovery	through	a	surcharge.	Costs deferred	during	2012	and	2011	totaled	$1,987	and	$2,528,	respectively.	The	Company	believes	it	is	probable	that	the	costs	incurred	since	the	last	rate	review	will	also	be recoverable.

San	Clemente	Dam	project	costs	represent	costs	incurred	and	deferred	by	the	Company's	California	subsidiary	pursuant	to	its	efforts	to	investigate	alternatives	to strengthen	or	remove	the	dam	due	to	potential	earthquake	and	flood	safety	concerns.	In	June	2012,	the	California	Public	Utility	Commission	("CPUC")	issued	a	decision authorizing	implementation	of	a	project	to	reroute	the	Carmel	River	and	remove	the	San	Clemente	Dam.	The	project	includes	the	Company's	California	subsidiary,	the California	State	Conservancy	and	the	National	Marine	Fisheries	Services.	Under	the	order's	terms,	the	CPUC	has	authorized	recovery	of	all	previous	pre-construction costs	incurred	by	the	Company's	subsidiary,	and	has	authorized	additional	expenditures	to	be	capped	at	$49,000	for	the	reroute	and	dam	removal	efforts	and	$2,500	for estimated	interim	dam	safety	measures.	All	pre-construction	costs,	totalling	$24,303,	are	to	be	recovered	via	a	surcharge	over	a	20-year	period	beginning	October	2012; surcharge	collections	in	2012	totaled	$894.	Costs	deferred	in	addition	to	the	pre-construction	costs	totaled	$7,994	as	of	December	31,	2012.

Other	regulatory	assets	include	certain	deferred	employee	benefit	costs	as	well	as	various	regulatory	balancing	accounts	which	are	deferred	because	the	amounts are	being	recovered	in	rates	or	are	probable	of	recovery	through	rates	in	future	periods.

The	components	of	regulatory	liabilities	at	December	31	are	as	follows:

|  | 2012 | 2011 |
| :--- | :--- | :--- |
| Removal\tcosts\trecovered\tthrough\trates | $ 285,901 | $272,618 |
| Other | 78,280 | 53,211 |
|  | $ 364,181 | $325,829 |

Removal	costs	recovered	through	rates	are	retirement	costs	recovered	during	the	life	of	the	associated	assets.	In	December	2008,	the	Company's	subsidiary	in New	Jersey,	at	the	direction	of	the	New	Jersey	Regulator,	began	to	amortize	$48,000	of	the	total	balance	into	operations	via	straight	line	amortization	through	November 2048.

Other	regulatory	liabilities	include	legal	settlement	proceeds,	deferred	gains,	future	customer	refunds,	and	various	regulatory	balancing	accounts.	The	Company's increased	pension	contributions	in	2012	resulted	in	increased	pension	balancing	accounts.

# Note	7:	Goodwill

The	Company's	annual	impairment	reviews	are	performed	as	of	November	30	of	each	year,	in	conjunction	with	the	completion	of	the	Company's	annual	strategic business	plan.	At	November	30,	2012,	the	Company's	goodwill	was	$1,207,572.	The	Company	also	undertakes	interim	reviews	when	the	Company	determines	that	a triggering	event	that	would	more	likely	than	not	reduce	the	fair	value	of	a	reporting	unit	below	its	carrying	value	has	occurred.

In	September	2011,	the	FASB	issued	revised	guidance	intended	to	simplify	how	an	entity	tests	goodwill	for	impairment.	The	amendments	allow	an	entity	first	to assess	qualitative	factors	to	determine	whether	it	is	necessary	to	perform	the	two-step	quantitative	goodwill	impairment	test.	An	entity	is	no	longer	required	to	calculate the	fair	value	of	a	reporting	unit	unless	the	entity	determines,	based	on	a	qualitative	assessment,	that	it	is	more	likely	than	not	that	its	fair	value	is	less	than	its	carrying amount.	The	amendments	were	effective	for	annual	and	interim	goodwill	impairment	tests	performed	for	fiscal	years	beginning	after	December	15,	2011	and	early adoption	was	permitted.

The	Company	decided	to	adopt	the	new	guidance	for	its	2012	annual	test	and	applied	the	qualitative	test	("step	0"	or	"step	0	test")	to	its	reporting	units	for	the annual	impairment	test	performed	as	of	November	30,	2012.

There	can	be	no	assurances	that	the	Company	will	not	be	required	to	recognize	an	impairment	of	goodwill	in	the	future	due	to	market	conditions	or	other	factors related	to	the	Company's	performance.	These	market	events	could	include	a	decline	over	a	period	of	time	of	the	Company's	stock	price,	a	decline	over	a	period	of	time	in valuation	multiples	of	comparable	water	utilities,	the	lack	of	an	increase	in	the	Company's	market	price	consistent	with	its	peer	companies,	or	decreases	in	control premiums.	A	decline	in	the	forecasted	results	in	the	Company's	business	plan,	such	as	changes	in	rate	case	results	or	capital	investment	budgets	or	changes	in	the Company's	interest	rates,	could	also	result	in	an	impairment	charge.

The	change	in	the	Company's	goodwill	assets,	as	allocated	between	the	reporting	units	is	as	follows:

|  | Regulated	Unit | Regulated	Unit | Market-Based	Units | Market-Based	Units |  | Consolidated |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | Cost | Accumulated\nImpairment | Cost | Accumulated\nImpairment | Cost | Accumulated\nImpairment | Total\nNet |
| Balance\tat\tJanuary\t1,\t2011 | $ 3,399,884 | $(2,332,670) | $ 235,990 | $(107,619) | $3,635,874 | $(2,440,289) | $1,195,585 |
| Reclassifications\tand\tother\tactivity | (516) | 0 | 0 | 0 | (516) | 0 | (516) |
| Balance\tat\tDecember\t31,\t2011 | $ 3,399,368 | $(2,332,670) | $ 235,990 | $(107,619) | $3,635,358 | $(2,440,289) | $1,195,069 |
| Goodwill\tfrom\tacquisitions | 12,181 | 0 | 0 | 0 | 12,181 | 0 | 12,181 |
| Balance\tat\tDecember\t31,\t2012 | $ 3,411,549 | $(2,332,670) | $ 235,990 | $(107,619) | $3,647,539 | $(2,440,289) | $1,207,250 |

# Note	8:	Stockholders'	Equity

# Common	Stock

In	March	2010,	the	Company	established	American	Water	Stock	Direct,	a	dividend	reinvestment	and	direct	stock	purchase	plan	(the	"DRIP").	Under	the	DRIP, stockholders	may	reinvest	cash	dividends	and	purchase	additional	Company	common	stock,	up	to	certain	limits,	through	a	transfer	agent	without	commission	fees.	The Company's	transfer	agent	may	buy	newly	issued	shares	directly	from	the	Company	or	shares	held	in	the	Company's	treasury.	The	transfer	agent	may	also	buy	shares	in the	public	markets	or	in	privately	negotiated	transactions.	Purchases	generally	will	be	made	and	credited	to	DRIP	accounts	once	each	week.	As	of	December	31,	2012, there	were	4,813	shares	available	for	future	issuance	under	the	DRIP.	The	following	table	summarizes	information	regarding	issuances	under	the	DRIP	for	the	years ended	December	31,	2012	and	2011:

Cash	dividend	payments	made	during	2012	and	2011	were	as	follows:

|  | 2012 | 2011 |
| :--- | :--- | :--- |
| Dividends\tper\tshare,\tthree\tmonths\tended: |  |  |
| March\t31 | $0.23 | $0.22 |
| June\t30 | 0.23 | 0.22 |
| September\t30 | 0.25 | 0.23 |
| December\t31 | 0.50 | 0.23 |
| Total\tdividends\tpaid,\tthree\tmonths\tended: |  |  |
| March\t31 | $40,414 | $38,525 |
| June\t30 | \t 40,529 | \t 38,580 |
| September\t30 | \t 44,080 | \t 40,358 |
| December\t31 | \t 88,436 | \t 40,392 |

The	regular	quarterly	cash	dividend	that	would	likely	have	been	declared	and	paid	in	the	first	quarter	of	2013	was	paid	on	December	28,	2012	to	all	shareholders of	record	as	of	December	20,	2012	to	take	advantage	of	existing	2012	tax	rates.

# Accumulated	Other	Comprehensive	Loss

The	following	table	presents	accumulated	other	comprehensive	loss:

|  | 2012 | 2011 |
| :--- | :--- | :--- |
| Employee\tbenefit\tplans\tfunded\tstatus\tadjustments | $(120,405) | $(101,457) |
| Foreign\tcurrency\ttranslation | 4,214 | 3,780 |
| Balance\tat\tDecember\t31 | $(116,191) | $(97,677) |

# Stock	Based	Compensation

The	Company	has	granted	stock	option	and	restricted	stock	unit	awards	to	non-employee	directors,	officers	and	other	key	employees	of	the	Company	pursuant	to the	terms	of	its	2007	Omnibus	Equity	Compensation	Plan	(the	"Plan").	The	total	aggregate	number	of	shares	of	common	stock	that	may	be	issued	under	the	Plan	is 15,500.	As	of	December	31,	2012,	a	total	of	10,255	shares	are	available	for	grant	under	the	Plan.	Shares	issued	under	the	Plan	may	be	authorized	but	unissued	shares	of Company	stock	or	reacquired	shares	of	Company	stock,	including	shares	purchased	by	the	Company	on	the	open	market	for	purposes	of	the	Plan.

The	Company	recognizes	compensation	expense	for	stock	awards	over	the	vesting	period	of	the	award.	The	following	table	presents	stock-based	compensation expense	recorded	in	operation	and	maintenance	expense	in	the	accompanying	Consolidated	Statements	of	Operations	and	Comprehensive	Income	for	the	years	ended December	31,	2012,	2011	and	2010:

|  | 2012 | 2011 | 2010 |
| :--- | :--- | :--- | :--- |
| Stock\toptions | $3,282 | $3,182 | $4,116 |
| Restricted\tstock\tunits | 7,658 | 6,340 | 5,863 |
| Employee\tstock\tpurchase\tplan | 530 | 486 | 355 |
| Stock-based\tcompensation\tin\toperation\tand\tmaintenance\texpense | \t 11,470 | \t 10,008 | \t 10,334 |
| Income\ttax\tbenefit | (4,473) | (3,903) | (4,030) |
| After-tax\tstock-based\tcompensation\texpense | $6,997 | $6,105 | $6,304 |

There	were	no	significant	stock-based	compensation	costs	capitalized	during	the	years	ended	December	31,	2012,	2011	and	2010.

The	cost	of	services	received	from	employees	in	exchange	for	the	issuance	of	stock	options	and	restricted	stock	awards	is	measured	based	on	the	grant	date	fair value	of	the	awards	issued.	The	value	of	stock	options	and	restricted	stock	unit	awards	at	the	date	of	the	grant	is	amortized	through	expense	over	the	three-year	service period.	All	awards	granted	in	2012,	2011	and	2010	are	classified	as	equity.

The	Company	receives	a	tax	deduction	based	on	the	intrinsic	value	of	the	award	at	the	exercise	date	for	stock	options	and	the	distribution	date	for	restricted	stock units.	For	each	award,	throughout	the	requisite	service	period,	the	Company	recognizes	the	tax	benefit	related	to	compensation	costs,	which	have	been	included	in deferred	tax	assets.	The	tax	deductions	in	excess	of	the	benefits	recorded	throughout	the	requisite	service	period	are	recorded	to	shareholders'	equity	or	the	income statement	and	are	included	in	the	financing	section	of	the	statement	of	cash	flows.

The	Company	stratified	its	grant	populations	and	used	historic	employee	turnover	rates	to	estimate	employee	forfeitures.	The	estimated	rate	is	compared	to	the actual	forfeitures	at	the	end	of	the	period	and	adjusted	as	necessary.

# Stock	Options

In	2012,	2011	and	2010,	the	Company	granted	non-qualified	stock	options	to	certain	employees	under	the	Plan.	The	stock	options	vest	ratably	over	the	three-year service	period	beginning	on	January	1	of	the	year	of	grant.	These	awards	have	no	performance	vesting	conditions	and	the	grant	date	fair	value	is	amortized	through expense	over	the	requisite	service	period	using	the	straight-line	method.

The	following	table	presents	the	weighted-average	assumptions	used	in	the	pricing	model	for	grants	and	the	resulting	weighted-average	grant	date	fair	value	of stock	options	granted	in	the	years	ended	December	31,	2012,	2011	and	2010:

|  | 2012 | 2011 | 2010 |
| :--- | :--- | :--- | :--- |
| Dividend\tyield | 2.70% | 3.25% | 3.83% |
| Expected\tvolatility | \t 28.35% | \t 29.32% | \t 31.77% |
| Risk-free\tinterest\trate | 0.78% | 1.93% | 2.14% |
| Expected\tlife\t(years) | 4.4 | 4.4 | 4.3 |
| Exercise\tprice | $34.14 | $27.08 | $22.01 |
| Grant\tdate\tfair\tvalue\tper\tshare | $6.11 | $5.14 | $4.33 |

The	Company	utilized	the	"simplified	method"	to	determine	the	expected	stock	option	life	due	to	insufficient	historical	experience	to	estimate	the	exercise patterns	of	the	stock	options	granted.	The	Company	began	granting	stock	options	at	the	time	of	its	initial	public	offering	in	April	2008.	Expected	volatility	is	based	on	a weighted	average	of	historic	volatilities	of	traded	common	stock	of	peer	companies	(regulated	water	companies)	over	the	expected	term	of	the	stock	options	and	historic volatilities	of	the	Company's	common	stock	during	the	period	it	has	been	publicly	traded.	The	dividend	yield	is	based	on	the	Company's	expected	dividend	payments and	the	stock	price	on	the	date	of	grant.	The	risk-free	interest	rate	is	the	market	yield	on	U.S.	Treasury	strips	with	maturities	similar	to	the	expected	term	of	the	stock options.	The	exercise	price	of	the	stock	options	is	equal	to	the	fair	market	value	of	the	underlying	stock	on	the	date	of	option	grant.	Stock	options	granted	vest	over periods	ranging	from	one	to	three	years	and	expire	seven	years	from	the	effective	date	of	the	grant.	The	fair	value	of	each	option	is	estimated	on	the	date	of	grant	using the	Black-Scholes	option-pricing	model.

The	value	of	stock	options	at	the	date	of	the	grant	is	amortized	through	expense	over	the	requisite	service	period	using	the	straight-line	method.	As	of December	31,	2012,	$3,534	of	total	unrecognized	compensation	costs	related	to	the	nonvested	stock	options	is	expected	to	be	recognized	over	the	remaining	weighted- average	period	of	1.6	years.	The	total	grant	date	fair	value	of	stock	options	vested	during	the	years	ended	December	31,	2012,	2011	and	2010	was	$3,219,	$4,578	and $4,505,	respectively.

The	table	below	summarizes	stock	option	activity	for	the	year	ended	December	31,	2012:

|  | Shares | Weighted<br>Average<br>Exercise	Price<br>(per	share) | Weighted<br>Average<br>Remaining<br>Life	(years) | Aggregate<br>Intrinsic<br>Value |
| :--- | :--- | :--- | :--- | :--- |
| Options\toutstanding\tat\tJanuary\t1,\t2012 | 3,112 | $22.70 |  |  |
| Granted | 649 | 34.14 |  |  |
| Forfeited\tor\texpired | (101) | 27.76 |  |  |
| Exercised | \t(1,025) | 21.57 |  |  |
| Options\toutstanding\tat\tDecember\t31,\t2012 | 2,635 | $25.77 | 4.2 | $29,946 |
| Exercisable\tat\tDecember\t31,\t2012 | 1,378 | $22.17 | 3.2 | $20,610 |

The	following	table	summarizes	additional	information	regarding	stock	options	exercised	during	the	years	ended	December	31,	2012,	2011	and	2010:

|  | 2012 | 2011 | 2010 |
| :--- | :--- | :--- | :--- |
| Intrinsic\tvalue | $14,515 | $3,026 | $333 |
| Exercise\tproceeds | \t 22,112 | \t 8,991 | \t 3,010 |
| Income\ttax\tbenefit\t(shortfall) | 4,017 | 511 | (89) |

# Restricted	Stock	Units

In	2012,	2011	and	2010,	the	Company	granted	restricted	stock	units	to	certain	employees	under	the	Plan.	The	restricted	stock	units	vest	ratably	over	the	three- year	performance	period	beginning	January	1	of	the	year	of	grant	(the	"Performance	Period");	however,	distribution	of	the	shares	is	contingent	upon	the	achievement	of internal	performance	measures	and,	separately,	certain	market	thresholds	over	the	Performance	Period.

During	2012,	2011	and	2010,	the	Company	granted	restricted	stock	units	to	non-employee	directors	under	the	Plan.	The	restricted	stock	units	vested	on	the	date of	grant;	however,	distribution	of	the	shares	will	be	made	within	30	days	of	the	earlier	of	(a)	15	months	after	grant	date	or	(b)	the	participant's	separation	from	service. Because	these	restricted	stock	units	vested	on	grant	date,	the	total	grant	date	fair	value	was	recorded	in	operation	and	maintenance	expense	included	in	the	expense	table above	on	the	grant	date.

Restricted	stock	units	generally	vest	over	periods	ranging	from	one	to	three	years.	Restricted	stock	units	granted	without	market	conditions	are	valued	at	the market	value	of	the	Company's	common	stock	on	the	date	of	grant.	Restricted	stock	units	granted	with	market	conditions	are	valued	using	a	Monte	Carlo	model. Expected	volatility	is	based	on	historical	volatilities	of	traded	common	stock	of	the	Company	and	comparative	companies	using	daily	stock	prices	over	the	past	three years.	The	expected	term	is	three	years	and	the	risk-free	interest	rate	is	based	on	the	three-year	U.S.	Treasury	rate	in	effect	as	of	the	measurement	date.	The	following table	presents	the	weighted-average	assumptions	used	in	the	Monte	Carlo	simulation	and	the	weighted-average	grant	date	fair	values	of	restricted	stock	units	granted during	the	years	ended	December	31,	2012,	2011	and	2010:

|  | 2012 | 2011 | 2010 |
| :--- | :--- | :--- | :--- |
| Expected\tvolatility | \t 22.47% | \t 29.50% | \t 30.74% |
| Risk-free\tinterest\trate | 0.43% | 1.24% | 1.50% |
| Expected\tlife\t(years) | 3 | 3 | 3 |
| Grant\tdate\tfair\tvalue\tper\tshare | $37.40 | $29.95 | $23.23 |

The	value	of	restricted	stock	awards	at	the	date	of	the	grant	is	amortized	through	expense	over	the	requisite	service	period	using	the	straight-line	method	for restricted	stock	units	with	service	and/or	performance	vesting.	The	grant	date	fair	value	of	restricted	stock	awards	that	vest	ratably	and	have	market	and/or	performance and	service	conditions	is	amortized	through	expense	over	the	requisite	service	period	using	the	graded-vesting	method.	As	of	December	31,	2012,	$3,689	of	total unrecognized	compensation	cost	related	to	the	nonvested	restricted	stock	units	is	expected	to	be	recognized	over	the	weighted-average	remaining	life	of	1.3	years.	The total	grant	date	fair	value	of	restricted	stock	units	vested	during	the	years	ended	December	31,	2012,	2011	and	2010	was	$4,191,	$2,040	and	$2,204,	respectively.

The	table	below	summarizes	restricted	stock	unit	activity	for	the	year	ended	December	31,	2012:

|  | Shares | (per	share) |
| :--- | :--- | :--- |
| Nonvested\ttotal\tat\tJanuary\t1,\t2012 | 577 | $25.09 |
| Granted | 172 | 37.40 |
| Vested | \t(182) | 23.01 |
| Forfeited | (25) | 30.38 |
| Cancelled | (2) | 22.08 |
| Nonvested\ttotal\tat\tDecember\t31,\t2012 | 540 | $29.48 |

The	following	table	summarizes	additional	information	regarding	restricted	stock	units	distributed	during	the	years	ended	December	31,	2012,	2011	and	2010:

|  | 2012 | 2011 | 2010 |
| :--- | :--- | :--- | :--- |
| Intrinsic\tvalue | $6,159 | $2,068 | $1,241 |
| Income\ttax\tbenefit\t(shortfall) | 799 | 99 | 15 |

If	dividends	are	declared	with	respect	to	shares	of	the	Company's	common	stock	before	the	restricted	stock	units	are	distributed,	the	Company	credits	a	liability for	the	value	of	the	dividends	that	would	have	been	paid	if	the	restricted	stock	units	were	shares	of	Company	common	stock.	When	the	restricted	stock	units	are distributed,	the	Company	pays	the	employee	a	lump	sum	cash	payment	equal	to	the	value	of	the	dividend	equivalents	accrued.	The	Company	accrued	dividend equivalents	totaling	$1,168,	$921	and	$474	to	retained	earnings	during	the	years	ended	December	31,	2012,	2011	and	2010,	respectively.

# Employee	Stock	Purchase	Plan

The	Company's	Nonqualified	Employee	Stock	Purchase	Plan	("ESPP")	was	effective	as	of	July	1,	2008.	Under	the	ESPP,	employees	can	use	payroll	deductions to	acquire	Company	stock	at	the	lesser	of	90%	of	the	fair	market	value	of	(a)	the	beginning	or	(b)	the	end	of	each	three-month	purchase	period.	As	of	December	31,	2012 there	were	1,474	shares	of	common	stock	reserved	for	issuance	under	the	ESPP.	The	Company's	ESPP	is	considered	compensatory.	Compensation	costs	of	$530,	$486 and	$355	were	recognized	for	the	years	ended	December	31,	2012,	2011	and	2010,	respectively.	During	the	years	ended	December	31,	2012,	2011	and	2010,	the Company	issued	118,	121	and	119	shares,	respectively,	under	the	ESPP.

# Note	9:	Preferred	Stock	Without	Mandatory	Redemption	Requirements

Certain	preferred	stock	agreements	do	not	require	annual	sinking	fund	payments	or	redemption	except	at	the	option	of	the	subsidiaries	and	are	as	follows:

| Dividend	Yield | 2012 | 2011 |
| :--- | :--- | :--- |
| 4.50% | $1,720 | $1,720 |
| 5.00% | 0 | \t 1,952 |
| 5.50% | 0 | 486 |
| 5.75% | 0 | 389 |
|  | $1,720 | $4,547 |

The	Company	reflects	its	subsidiaries'	preferred	stock	without	mandatory	redemption	requirements,	which	represents	the	Company's	noncontrolling	interest,	in the	total	stockholders'	equity	section	of	the	accompanying	Consolidated	Balance	Sheets.	The	dividends	on	these	preferred	shares	have	not	been	reflected	as	income attributable	to	noncontrolling	interest	in	the	Consolidated	Statements	of	Operations	and	Comprehensive	Income	as	the	total	amount	of	these	dividends	is	not	considered material.	The	dividends	issued	were	$153	for	2012	and	$224	for	2011	and	2010,	respectively.	The	amounts	have	been	included	as	a	component	of	other	income (expenses)	in	the	accompanying	Consolidated	Statements	of	Operations	and	Comprehensive	Income.

# Note	10:	Long-Term	Debt

The	Company	primarily	incurs	long-term	debt	to	fund	capital	expenditures	of	the	regulated	subsidiaries.	The	components	of	long-term	at	December	31	are:

|  | Rate | Weighted<br>Average	Rate | Maturity<br>Date | 2012 | 2011 |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Long-term\tdebt\tof\tAmerican\tWater\tCapital\tCorp.\t("AWCC")(a) |  |  |  |  |  |
| Private\tactivity\tbonds\tand\tgovernment\tfunded\tdebt |  |  |  |  |  |
| Fixed\trate | 4.85%-6.75% | 5.72% | \t 2018-2040 | $322,610 | $322,610 |
| Senior\tnotes |  |  |  |  |  |
| Fixed\trate | 4.30%-10.00% | 6.08% | \t2013-2042 | 3,389,399 | 3,089,409 |
| Long-term\tdebt\tof\tother\tsubsidiaries |  |  |  |  |  |
| Private\tactivity\tbonds\tand\tgovernment\tfunded\tdebt |  |  |  |  |  |
| Fixed\trate | 0.00%-6.20% | 4.73% | \t 2013-2041 | 865,969 | 1,206,332 |
| Mortgage\tbonds |  |  |  |  |  |
| Fixed\trate | 4.29%-9.71% | 7.41% | \t 2013-2039 | 678,500 | 697,800 |
| Mandatory\tredeemable\tpreferred\tstock | 8.47%-9.75% | 8.60% | \t2019-2036 | 20,552 | 22,101 |
| Notes\tpayable\tand\tother(b) | 9.49%-12.17% | 11.53% | \t2013-2026 | 1,272 | 1,691 |
| Long-term\tdebt |  |  |  | 5,278,302 | 5,339,943 |
| Unamortized\tdebt\tdiscount,\tnet(c) |  |  |  | 39,272 | 43,888 |
| Fair\tvalue\tadjustment\tto\tinterest\trate\thedge |  |  |  | 7,715 | 6,111 |
| Total\tlong-term\tdebt |  |  |  | $ 5,325,289 | $5,389,942 |

(a) AWCC,	which	is	a	wholly-owned	subsidiary	of	the	Company,	has	a	strong	support	agreement	with	its	parent	that,	under	certain	circumstances,	is	the	functional equivalent	of	a	guarantee.

(c) Includes	fair	value	adjustments	previously	recognized	in	acquisition	purchase	accounting.

All	$678,500	of	the	subsidiaries'	mortgage	bonds	and	$799,308	of	the	$865,969	total	subsidiaries'	private	activity	bonds	and	government	funded	debt	are collateralized	by	utility	plant.

Long-term	debt	indentures	contain	a	number	of	covenants	that,	among	other	things,	limit,	subject	to	certain	exceptions,	the	Company	from	issuing	debt	secured by	the	Company's	assets.	Certain	long	term	notes	require	the	Company	to	maintain	a	ratio	of	consolidated	total	indebtedness	to	consolidated	total	capitalization	of	not more	than	0.70	to	1.00.	The	ratio	at	December	31,	2012	was	0.56	to	1.00.	In	addition,	the	Company	has	$1,728,058	of	notes	which	include	the	right	to	redeem	the	notes in	whole	or	in	part	from	time	to	time	subject	to	certain	restrictions.

The	future	sinking	fund	payments	and	maturities	are	as	follows:

| Company | Type | Interest	Rate | Maturity | Amount |
| :--- | :--- | :--- | :--- | :--- |
| American\tWater\tCapital\tCorp. | Senior\tnotes—fixed\trate | 4.30% | 2042 | $300,000 |
| Other\tsubsidiaries(1) | Private\tactivity\tbonds\tand\tgovernment\tfunded\tdebt |  |  |  |
|  | —fixed\trate | 0.00%-5.00% | 2025-2041 | 83,476 |
| Other\tsubsidiaries | Mortgage\tbonds—fixed\trate | 4.29% | 2022 | 700 |
| Total\tissuances |  |  |  | $384,176 |

(1) Included	in	the	issuance	amounts	above	was	$68,746,	which	was	initially	kept	in	Trust	pending	the	Company's	certification	that	it	has	incurred	qualifying	capital expenditures.	These	issuances	have	been	presented	as	non-cash	in	the	accompanying	Consolidated	Statements	of	Cash	Flows.	Subsequent	releases	of	all	or	a lesser	portion	of	these	funds	by	the	applicable	Trust	are	reflected	as	the	release	of	restricted	funds	and	are	included	in	investing	activities	in	the	accompanying Consolidated	Statements	of	Cash	Flows.

One	of	the	principal	market	risks	to	which	the	Company	is	exposed	is	changes	in	interest	rates.	In	order	to	manage	the	exposure,	the	Company	follows	risk management	policies	and	procedures,	including	the	use	of	derivative	contracts	such	as	swaps.	The	Company	reduces	exposure	to	interest	rates	by	managing	commercial paper	and	debt	maturities.	The	Company	does	not	enter	into	derivative	contracts	for	speculative	purposes	and	does	not	use	leveraged	instruments.	The	derivative contracts	entered	into	are	for	periods	consistent	with	the	related	underlying	exposures.	The	Company	is	exposed	to	the	risk	that	counterparties	to	derivative	contracts	will fail	to	meet	their	contractual	obligations.	The	Company	minimizes	the	counterparty	credit	risk	on	these	transactions	by	dealing	only	with	leading,	credit-worthy	financial institutions	having	long-term	credit	ratings	of	"A"	or	better.

The	Company	has	an	interest-rate	swap	to	hedge	$100,000	of	its	6.085%	fixed-rate	debt	maturing	2017.	The	Company	pays	variable	interest	of	six-month	LIBOR plus	3.422%.	The	swap	is	accounted	for	as	a	fair-value	hedge	and	matures	with	the	fixed-rate	debt	in	2017.	The	following	table	provides	a	summary	of	the	derivative 108

fair	value	balance	recorded	by	the	Company	as	of	December	31,	2012	and	2011	and	the	line	item	in	the	Consolidated	Balance	Sheet	in	which	such	amount	is	recorded:

For	derivative	instruments	that	are	designated	and	qualify	as	fair-value	hedges,	the	gain	or	loss	on	the	hedge	instrument	as	well	as	the	offsetting	loss	or	gain	on	the hedged	item	attributable	to	the	hedged	risk	are	recognized	in	current	net	income.	The	Company	includes	the	gain	or	loss	on	the	derivative	instrument	and	the	offsetting loss	or	gain	on	the	hedged	item	in	interest	expense	as	follows:

The	components	of	short-term	debt	at	December	31	are	as	follows:

|  | 2012 | 2011 |
| :--- | :--- | :--- |
| Commercial\tpaper,\tnet\tof\t$15\tand\t$52\tdiscount\tat\t2012\tand\t2011,\trespectively | $ 269,985 | $481,048 |
| Bank\toverdraft | 0 | 34,002 |
| Total\tshort-term\tdebt | $ 269,985 | $515,050 |

AWCC	had	the	following	available	capacity	under	its	commercial	paper	program	at	December	31:

|  | 2012 | 2011 |
| :--- | :--- | :--- |
| Commercial\tpaper\tprogram | $1,000,000 | $700,000 |
| Commercial\tpaper\tprogram\tavailable\tcapacity | 730,000 | 218,900 |

In	October	2012,	AWCC	entered	into	a	new	revolving	credit	facility	agreement	with	$1,000,000	in	aggregate	total	commitments	from	a	diversified	group	of	14 banks.	The	agreement	includes	a	$150,000	sublimit	for	letters	of	credit	and	a	$100,000	sublimit	for	swing	loans.	The	new	agreement	expires	in	October	2017	and replaces	AWCC's	previous	credit	agreement	that	would	have	expired	in	September	2013.	Interest	on	borrowings	under	the	new	agreement	are	based,	at	AWCC's option,	upon	either	(i)	a	fixed	base	rate	or	(ii)	a	LIBOR-based	rate,	plus	an	applicable	margin.	This	revolving	credit	facility	provides	for	an	alternative	to	the	commercial paper	program	should	the	Company	not	be	able	to	access	commercial	paper	at	attractive	rates.

At	December	31,	AWCC	had	the	following	sub-limits	and	available	capacity	under	each	applicable	credit	facility:

At	December	31,	2012,	the	Company	had	$34,148	of	outstanding	letters	of	credit,	$32,863	of	which	was	issued	under	the	revolving	credit	facility	noted	above.

The	following	table	presents	the	short-term	borrowing	activity	for	AWCC	for	the	years	ended	December	31,	2012	and	2011:

|  | 2012 | 2011 |
| :--- | :--- | :--- |
| Average\tborrowings | $277,952 | $362,615 |
| Maximum\tborrowings\toutstanding | \t 534,700 | \t 494,900 |
| Weighted\taverage\tinterest\trates,\tcomputed\ton\ta\tdaily\tbasis | 0.49% | 0.41% |
| Weighted\taverage\tinterest\trates,\tat\tDecember\t31 | 0.46% | 0.56% |

The	credit	facility	requires	the	Company	to	maintain	a	ratio	of	consolidated	debt	to	consolidated	capitalization	of	not	more	than	0.70	to	1.00.	The	ratio	at December	31,	2012	was	0.56	to	1.00.

None	of	the	Company's	borrowings	are	subject	to	default	or	prepayment	as	a	result	of	a	downgrading	of	securities,	although	such	a	downgrading	could	increase fees	and	interest	charges	under	the	Company's	credit	facility.

As	part	of	the	normal	course	of	business,	the	Company	routinely	enters	contracts	for	the	purchase	and	sale	of	water,	energy,	fuels	and	other	services.	These contracts	either	contain	express	provisions	or	otherwise	permit	the	Company	and	its	counterparties	to	demand	adequate	assurance	of	future	performance	when	there	are reasonable	grounds	for	doing	so.	In	accordance	with	the	contracts	and	applicable	contract	law,	if	the	Company	is	downgraded	by	a	credit	rating	agency,	especially	if such	downgrade	is	to	a	level	below	investment	grade,	it	is	possible	that	a	counterparty	would	attempt	to	rely	on	such	a	downgrade	as	a	basis	for	making	a	demand	for adequate	assurance	of	future	performance.	Depending	on	the	Company's	net	position	with	a	counterparty,	the	demand	could	be	for	the	posting	of	collateral.	In	the absence	of	expressly	agreed	provisions	that	specify	the	collateral	that	must	be	provided,	the	obligation	to	supply	the	collateral	requested	will	be	a	function	of	the	facts and	circumstances	of	the	Company's	situation	at	the	time	of	the	demand.	If	the	Company	can	reasonably	claim	that	it	is	willing	and	financially	able	to	perform	its obligations,	it	may	be	possible	to	successfully	argue	that	no	collateral	should	be	posted	or	that	only	an	amount	equal	to	two	or	three	months	of	future	payments	should be	sufficient.	The	Company	does	not	expect	to	post	any	collateral	which	will	have	a	material	adverse	impact	on	the	Company's	results	of	operations,	financial	position or	cash	flows.

AWCC	had	previously	entered	into	a	one-year	$10,000	committed	revolving	line	of	credit	with	PNC	Bank,	N.A.	This	line	of	credit	was	terminated	without renewal	on	December	31,	2011.

# Note	12:	General	Taxes

Components	of	general	tax	expense	from	continuing	operations	for	the	years	ended	December	31	are	as	follows:

|  | 2012 | 2011 | 2010 |
| :--- | :--- | :--- | :--- |
| Gross\treceipts\tand\tfranchise | $92,612 | $90,674 | $86,063 |
| Property\tand\tcapital\tstock | 84,513 | 77,330 | 78,184 |
| Payroll | 32,724 | 31,705 | 31,089 |
| Other\tgeneral | 11,363 | 10,769 | 10,261 |
|  | $ 221,212 | $210,478 | $205,597 |

# Note	13:	Income	Taxes

Components	of	income	tax	expense	from	continuing	operations	for	the	years	ended	December	31	are	as	follows:

|  | 2012 | 2011 | 2010 |
| :--- | :--- | :--- | :--- |
| State\tincome\ttaxes: |  |  |  |
| Current | $26,604 | $(7,440) | $24,653 |
| Deferred |  |  |  |
| Current | (280) | (171) | 78 |
| Non-current | 24,256 | 44,576 | 11,024 |
|  | $50,580 | $36,965 | $35,755 |
| Federal\tincome\ttaxes: |  |  |  |
| Current | $31,482 | $12,239 | $(1,500) |
| Deferred |  |  |  |
| Current | (2,031) | (314) | 69 |
| Non-current | \t 178,495 | \t 151,403 | \t 141,589 |
| Amortization\tof\tdeferred\tinvestment\ttax\tcredits | (1,518) | (1,542) | (1,561) |
|  | \t 206,428 | \t 161,786 | \t 138,597 |
|  | $257,008 | $198,751 | $174,352 |

A	reconciliation	of	income	tax	expense	from	continuing	operations	at	the	statutory	federal	income	tax	rate	to	actual	income	tax	expense	for	the	years	ended December	31	is	as	follows:

|  | 2012 | 2011 | 2010 |
| :--- | :--- | :--- | :--- |
| Income\ttax\tat\tstatutory\trate | $220,940 | $176,288 | $150,298 |
| Increases\t(decreases)\tresulting\tfrom: |  |  |  |
| State\ttaxes,\tnet\tof\tfederal\ttaxes | 32,877 | 24,027 | 23,241 |
| Change\tin\tvaluation\tallowance | 143 | (160) | (533) |
| Flow\tthrough\tdifferences | 3,032 | 2,895 | 2,807 |
| Amortization\tof\tdeferred\tinvestment\ttax\tcredits | (1,518) | (1,542) | (1,561) |
| Subsidiary\tpreferred\tdividends | 634 | 668 | 675 |
| Other,\tnet | 900 | (3,425) | (575) |
| Actual\tincome\ttax\texpense | $257,008 | $198,751 | $174,352 |

The	following	table	provides	the	components	of	the	net	deferred	tax	liability	from	continuing	operations	at	December	31:

|  | 2012 | 2011 |
| :--- | :--- | :--- |
| Deferred\ttax\tassets: |  |  |
| Advances\tand\tcontributions | $485,815 | $475,280 |
| Deferred\tinvestment\ttax\tcredits | 10,610 | 11,202 |
| Other\tpostretirement\tbenefits | 100,301 | 101,258 |
| Tax\tlosses\tand\tcredits | 303,783 | 331,597 |
| Pension\tbenefits | 113,919 | 132,972 |
| Unamortized\tdebt\tdiscount,\tnet | 21,711 | 23,872 |
| Other | 22,835 | 13,308 |
|  | 1,058,974 | 1,089,489 |
| Valuation\tallowance | (19,520) | (20,701) |
|  | $1,039,454 | $1,068,788 |
| Deferred\ttax\tliabilities: |  |  |
| Utility\tplant,\tprincipally\tdue\tto\tdepreciation\tdifferences | $2,168,680 | $1,958,044 |
| Income\ttaxes\trecoverable\tthrough\trates | 82,400 | 94,331 |
| Deferred\tsecurity\tcosts | 921 | 1,982 |
| Deferred\tbusiness\tservices\tproject\texpenses | 4,580 | 4,573 |
| Deferred\tother\tpostretirement\tbenefits | 57,895 | 58,238 |
| Deferred\tpension\tbenefits | 102,847 | 97,899 |
| Other | 93,284 | 95,557 |
|  | 2,510,607 | 2,310,624 |
|  | $ (1,471,153) | $(1,241,836) |

At	December	31,	2012	and	2011,	the	Company	recorded	federal	net	operating	loss	("NOL")	carryforwards	of	$1,047,786	and	$1,187,427,	respectively.	The Company	believes	the	federal	NOL	carryforwards	are	more	likely	than	not	to	be	recovered	and	require	no	valuation	allowance.	The	Company	evaluated	its	ability	to fully	utilize	the	existing	federal	NOL	carryforwards	in	light	of	the	RWE	divestiture	in	November	2009.	Under	Internal	Revenue	Code	("I.R.C.")	Section	382,	an ownership	change	occurs	if	there	is	a	greater	than	fifty	percent	(50%)	change	in	equity	ownership	of	a	company	over	a	three-year	period	determined	by	reference	to	the ownership	of	persons	holding	five	percent	(5%)	or	more	of	that	company's	equity	securities.	If	a	company	undergoes	an	ownership	change	as	defined	by	I.R.C. Section	382,	the	company's	ability	to	utilize	its	pre-change	NOL	carryforwards	to	offset	post-change	income	may	be	limited.

The	Company	believes	that	the	limitation	imposed	by	I.R.C.	Section	382	generally	should	not	preclude	use	of	its	federal	NOL	carryforwards,	assuming	the Company	has	sufficient	taxable	income	in	future	carryforward	periods	to	utilize	those	NOL	carryforwards.	The	Company's	federal	NOL	carryforwards	do	not	begin expiring	until	2028.

At	December	31,	2012	and	2011,	the	Company	had	state	NOLs	of	$663,429	and	$739,804,	respectively,	a	portion	of	which	are	offset	by	a	valuation	allowance because	the	Company	does	not	believe	these	NOLs	are	more	likely	than	not	to	be	realized.	The	state	NOL	carryforwards	will	expire	between	2013	and	2032.

At	December	31,	2012	and	2011,	the	Company	had	Canadian	NOL	carryforwards	of	$5,703	and	$6,198,	respectively.	The	majority	of	these	carryforwards	are offset	by	a	valuation	allowance	because	the	Company	does	not	believe	these	NOLs	are	more	likely	than	not	to	be	realized.	The	Canadian	NOL	carryforwards	will	expire between	2014	and	2031.

The	Company	had	capital	loss	carryforwards	for	federal	income	tax	purposes	of	$4,357	at	December	31,	2012	and	2011,	respectively.	The	Company	has recognized	a	full	valuation	allowance	for	the	capital	loss	carryforwards	because	the	Company	does	not	believe	these	losses	are	more	likely	than	not	to	be	recovered.

The	Company	files	income	tax	returns	in	the	United	States	federal	jurisdiction	and	various	state	and	foreign	jurisdictions.	With	few	exceptions,	the	Company	is no	longer	subject	to	U.S.	federal,	state	or	local	or	non-U.S	income	tax	examinations	by	tax	authorities	for	years	before	2007.

The	Company	has	state	income	tax	examinations	in	progress	and	does	not	expect	material	adjustments	to	result.

The	Patient	Protection	and	Affordable	Care	Act	(the	"PPACA")	became	law	on	March	23,	2010,	and	the	Health	Care	and	Education	Reconciliation	Act	of	2010 became	law	on	March	30,	2010,	which	makes	various	amendments	to	certain	aspects	of	the	PPACA	(together,	the	"Acts").	The	PPACA	effectively	changes	the	tax treatment	of	federal	subsidies	paid	to	sponsors	of	retiree	health	benefit	plans	that	provide	a	benefit	that	is	at	least	actuarially	equivalent	to	the	benefits	under	Medicare Part	D.	The	Acts	effectively	make	the	subsidy	payments	taxable	in	tax	years	beginning	after	December	31,	2012	and	as	a	result,	the	Company	followed	its	original accounting	for	the	underfunded	status	of	the	other	postretirement	benefits	for	the	Medicare	Part	D	adjustment	and	recorded	a	reduction	in	deferred	tax	assets	and	an increase	in	its	regulatory	assets	amounting	to	$6,432.

The	following	table	summarizes	the	changes	in	the	Company's	gross	liability,	excluding	interest	and	penalties,	for	unrecognized	tax	benefits:

| Balance	at	January	1,	2011<br>Increases	in	current	period	tax	positions<br>Decreases	in	prior	period	measurement	of	tax	positions | $118,314<br>46,961<br>(6,697) |
| :--- | :--- |
| Balance\tat\tDecember\t31,\t2011 | \t 158,578 |
| Increases\tin\tcurrent\tperiod\ttax\tpositions | 40,620 |
| Decreases\tin\tprior\tperiod\tmeasurement\tof\ttax\tpositions | (18,205) |
| Balance\tat\tDecember\t31,\t2012 | $180,993 |

The	liability	balance	includes	amounts	reflected	as	other	long-term	liabilities	in	the	accompanying	Consolidated	Balance	Sheets	totaling	$74,360	and	$46,961	as of	December	31,	2012	and	2011,	respectively.	The	total	balance	in	the	table	above	does	not	include	interest	and	penalties	of	$260	and	$214	as	of	December	31,	2012	and 2011,	respectively,	which	is	recorded	as	a	component	of	income	tax	expense.	The	majority	of	the	increased	tax	position	is	attributable	to	temporary	differences.	The increase	in	2012	current	period	tax	positions	related	primarily	to	the	Company's	change	in	tax	accounting	method	filed	in	2008	for	repair	and	maintenance	costs	on	its utility	assets.	The	Company	does	not	anticipate	material	changes	to	its	unrecognized	tax	benefits	within	the	next	year.	If	the	Company	sustains	all	of	its	positions	at December	31,	2012	and	2011,	an	unrecognized	tax	benefit	of	$7,532	and	$6,644,	respectively,	excluding	interest	and	penalties,	would	impact	the	Company's	effective tax	rate.

The	following	table	summarizes	the	changes	in	the	Company's	valuation	allowance:

| Balance	at	January	1,	2010<br>Increases	in	current	period	tax	positions<br>Decreases	in	current	period	tax	positions | $25,621<br>907<br>(2,740) |
| :--- | :--- |
| Balance\tat\tDecember\t31,\t2010 | $23,788 |
| Increases\tin\tcurrent\tperiod\ttax\tpositions | 1,525 |
| Decreases\tin\tcurrent\tperiod\ttax\tpositions | (3,734) |
| Balance\tat\tDecember\t31,\t2011 | $21,579 |
| Increases\tin\tcurrent\tperiod\ttax\tpositions | 0 |
| Decreases\tin\tcurrent\tperiod\ttax\tpositions | (2,059) |
| Balance\tat\tDecember\t31,\t2012 | $19,520 |

# Note	14:	Employee	Benefits

# Pension	and	Other	Postretirement	Benefits

The	Company	maintains	noncontributory	defined	benefit	pension	plans	covering	eligible	employees	of	its	regulated	utility	and	shared	services	operations. Benefits	under	the	plans	are	based	on	the	employee's	years	of	service	and	compensation.	The	pension	plans	have	been	closed	for	most	employees	hired	on	or	after January	1,	2006.	Union	employees	hired	on	or	after	January	1,	2001	had	their	accrued	benefit	frozen	and	will	be	able	to	receive	this	benefit	as	a	lump	sum	upon termination	or	retirement.	Union	employees	hired	on	or	after	January	1,	2001	and	non-union	employees	hired	on	or	after	January	1,	2006	are	provided	with	a	5.25%	of base	pay	defined	contribution	plan.	The	Company	does	not	participate	in	a	multiemployer	plan.

The	Company's	funding	policy	is	to	contribute	at	least	the	greater	of	the	minimum	amount	required	by	the	Employee	Retirement	Income	Security	Act	of	1974	or the	normal	cost,	and	an	additional	contribution	if	needed	to	avoid	"at	risk"	status	and	benefit	restrictions	under	the	Pension	Protection	Act	of	2006.	The	Company	may also	increase	its	contributions,	if	appropriate,	to	its	tax	and	cash	position	and	the	plan's	funded	position.	Pension	plan	assets	are	invested	in	a	number	of	actively managed	and	indexed	investments	including	equity	and	bond	mutual	funds,	fixed	income	securities	and	guaranteed	interest	contracts	with	insurance	companies.

Pension	expense	in	excess	of	the	amount	contributed	to	the	pension	plans	is	deferred	by	certain	regulated	subsidiaries	pending	future	recovery	in	rates	charged	for utility	services	as	contributions	are	made	to	the	plans.	(See	Note	6)

The	Company	also	has	several	unfunded	noncontributory	supplemental	non-qualified	pension	plans	that	provide	additional	retirement	benefits	to	certain employees.

The	Company	maintains	other	postretirement	benefit	plans	providing	varying	levels	of	medical	and	life	insurance	to	eligible	retirees.	The	retiree	welfare	plans	are closed	for	union	employees	hired	on	or	after	January	1,	2006.	The	plans	had	previously	closed	for	non-union	employees	hired	on	or	after	January	1,	2002.

The	Company's	policy	is	to	fund	other	postretirement	benefit	costs	for	rate-making	purposes.	Plan	assets	are	invested	in	equity	and	bond	mutual	funds,	fixed income	securities,	real	estate	investment	trusts	("REITs")	and	emerging	market	funds.

The	obligations	of	the	plans	are	dominated	by	obligations	for	active	employees.	Because	the	timing	of	expected	benefit	payments	is	so	far	in	the	future	and	the size	of	the	plan	assets	are	small	relative	to	the	Company's	assets,	the	investment	strategy	is	to	allocate	a	significant	percentage	of	assets	to	equities,	which	the	Company believes	will	provide	the	highest	return	over	the	long-term	period.	The	fixed	income	assets	are	invested	in	long	duration	debt	securities	and	may	be	invested	in	fixed income	instruments,	such	as	futures	and	options	in	order	to	better	match	the	duration	of	the	plan	liability.

The	Company	periodically	conducts	an	asset	liability	modeling	study	to	ensure	the	investment	strategy	is	aligned	with	the	profile	of	the	obligations.	The	long-term goals	are	to	maximize	the	plan	funded	status	and	minimize	contributions	and	pension	expense,	while	taking	into	account	the	potential	volatility	risks	on	each	of	these items.

None	of	the	Company's	securities	are	included	in	pension	or	other	postretirement	benefit	plan	assets.

The	Company	uses	fair	value	for	all	classes	of	assets	in	the	calculation	of	market-related	value	of	plan	assets	by	applying	the	fair	value	of	the	asset	classes	at	the balance	sheet	date	times	the	projected	returns	for	that	asset	class.

The	fair	values	and	asset	allocations	of	pension	plan	assets	at	December	31,	2012,	by	asset	category,	follow:

| Asset	Category | Target<br>Allocation<br>2013 | Total | in	Active<br>Markets	for<br>Identical	Assets<br>(Level	1) | Significant<br>Observable<br>Inputs<br>(Level	2) | Significant<br>Unobservable<br>Inputs<br>(Level	3) | Percentage	of	Plan<br>Assets	at<br>December	31,	2012 |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Cash | — | $9,107 | $9,107 | $— | $— | — |
| Equity\tsecurities: |  |  |  |  |  |  |
| U.S.\tlarge\tcap | 29% | 411,805 | 411,805 | — | — | 36% |
| U.S.\tsmall\tcap\tvalue | 8% | 139,389 | 139,389 | — | — | 12% |
| International | 20% | 255,126 | — | \t 128,953 | 126,173 | 22% |
| Fixed\tincome\tsecurities: | 35% |  |  |  |  | 30% |
| U.S.\tTreasury\tand\tgovernment\tbonds | — | 62,311 | 60,558 | 1,753 | — | — |
| Corporate\tbonds | — | 73,254 | — | 73,254 | — | — |
| Mortgage-backed\tsecurities | — | 144,100 | — | \t 144,100 | — | — |
| Long\tduration\tbond\tfund | — | 5,690 | 5,690 | — | — | — |
| Guaranteed\tannuity\tcontracts | — | 56,915 | — | 9,463 | 47,452 | — |
| REITs | 8% | — | — | — | — | — |
| Total | 100% | $1,157,697 | $626,549 | $357,523 | $173,625 | 100% |

The	following	table	presents	a	reconciliation	of	the	beginning	and	ending	balances	of	the	fair	value	measurements	using	significant	unobservable	inputs	(Level	3):

|  | Level	3 |
| :--- | :--- |
| Balance,\tJanuary\t1,\t2012 | $148,574 |
| Actual\treturn\ton\tassets | 28,420 |
| Transfers\tin\t(out) | (3,369) |
| Balance,\tDecember\t31,\t2012 | $173,625 |

| Asset	Category | Target<br>Allocation<br>2012 | Total | in	Active<br>Markets	for<br>Identical	Assets<br>(Level	1) | Significant<br>Observable<br>Inputs<br>(Level	2) | Significant<br>Unobservable<br>Inputs<br>(Level	3) | Percentage	of	Plan<br>Assets	at<br>December	31,	2011 |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Cash | — | $9,794 | $9,794 | $— | $— | — |
| Equity\tsecurities: |  |  |  |  |  |  |
| U.S.\tlarge\tcap | 36% | \t 364,025 | 364,025 | — | — | 37% |
| U.S.\tsmall\tcap\tvalue | 12% | \t 119,996 | 116,748 | 3,248 | — | 12% |
| International | 22% | \t 202,917 | 26 | \t 100,745 | 102,146 | 21% |
| Fixed\tincome\tsecurities: | 30% |  |  |  |  | 30% |
| U.S.\tTreasury\tand\tgovernment\tbonds | — | 61,278 | 61,278 | — | — | — |
| Corporate\tBonds | — | 48,564 | 2,487 | 46,077 | — | — |
| Mortgage-backed\tsecurities | — | \t 118,837 | — | \t 118,837 | — | — |
| Guaranteed\tannuity\tcontracts | — | 55,657 | — | 9,229 | 46,428 | — |
| Total | 100% | $981,068 | $554,358 | $278,136 | $148,574 | 100% |

The	Company's	other	postretirement	benefit	plans	are	partially	funded	and	the	assets	are	held	under	various	trusts.	The	investments	and	risk	mitigation	strategies for	the	plans	are	tailored	specifically	for	each	trust.	In	setting	new	strategic	asset	mixes,	consideration	is	given	to	the	likelihood	that	the	selected	mixes	will	effectively fund	the	projected	plan	liabilities,	while	aligning	with	the	risk	tolerance	of	the	plans'	fiduciaries.	The	Company	periodically	updates	the	long-term,	strategic	asset allocations	and	uses	various	analytics	to	determine	the	optimal	asset	mix	and	considers	plan	liability	characteristics,	liquidity	characteristics,	funding	requirements, expected	rates	of	return	and	the	distribution	of	returns.

In	June	2012,	the	Company	implemented	a	de-risking	strategy	for	one	of	the	trusts	within	the	plans	to	minimize	volatility.	As	part	of	the	de-risking	strategy,	the Company	revised	the	asset	allocations	to	increase	the	matching	characteristics	of	assets	relative	to	liabilities.	The	initial	de-risking	asset	allocation	for	the	plan	was	60% return-generating	assets	and	40%	liability-driven	assets.	The	investment	strategies	and	policies	for	the	plan	reflect	a	balance	of	liability	driven	and	return-generating considerations.	The	objective	of	minimizing	the	volatility	of	assets	relative	to	liabilities	is	addressed	primarily	through	asset—liability	matching,	asset	diversification	and hedging.	The	fixed	income	target	asset	allocation	matches	the	bond-like	and	long-dated	nature	of	the	postretirement	liabilities.	Assets	are	broadly	diversified	within	asset classes	to	achieve	risk-adjusted	returns	that	in	total	lower	asset	volatility	relative	to	the	liabilities.	The	Company	assesses	the	investment	strategy	regularly	to	ensure actual	allocations	are	in	line	with	target	allocations	as	appropriate.	Strategies	to	address	the	goal	of	ensuring	sufficient	assets	to	pay	benefits	include	target	allocations	to a	broad	array	of	asset	classes	and,	within	asset	classes,	strategies	are	employed	to	provide	adequate	returns,	diversification,	and	liquidity.

The	assets	of	the	Company's	other	trusts	within	the	other	postretirement	benefit	plans	have	been	primarily	invested	in	U.S.	equities.

The	Company	engages	third	party	investment	managers	for	all	invested	assets.	Managers	are	not	permitted	to	invest	outside	of	the	asset	class	(e.g.,	fixed	income, equity,	alternatives)	or	strategy	for	which	they	have	been	appointed.	Investment	management	agreements	and	recurring	performance	and	attribution	analysis	are	used	as tools	to	ensure	investment	managers	invest	solely	within	the	investment	strategy	they	have	been	provided.	Futures	and	options	may	be	used	to	adjust	portfolio	duration to	align	with	a	plan's	targeted	investment	policy.

In	order	to	minimize	asset	volatility	relative	to	the	liabilities,	a	portion	of	plan	assets	is	allocated	to	fixed	income	investments	that	are	exposed	to	interest	rate	risk. Increases	in	interest	rates	generally	will	result	in	a	decline	in	the	value	of	fixed	income	assets	while	reducing	the	present	value	of	the	liabilities.	Conversely,	rate decreases	will	increase	fixed	income	assets,	partially	offsetting	the	related	increase	in	the	liabilities.

In	order	to	ensure	assets	are	sufficient	to	pay	benefits,	a	portion	of	plan	assets	is	allocated	to	growth	assets	(equity	investments,	high	yield	bonds	and	REITs)	that are	expected	over	time	to	earn	higher	returns	with	more	volatility	than	fixed	income	investments	that	more	closely	match	plan	liabilities.	Within	equities,	risk	is mitigated	by	constructing	a	portfolio	that	is	broadly	diversified	by	geography,	market	capitalization,	manager	mandate	size,	investment	style	and	process

Actual	allocations	to	each	asset	class	vary	from	target	allocations	due	to	periodic	investment	strategy	updates,	market	value	fluctuations,	the	length	of	time	it	takes to	fully	implement	investment	allocation,	and	the	timing	of	benefit	payments	and	contributions.	The	asset	allocation	is	monitored	and	rebalanced	on	a	quarterly	basis,	if necessary.

The	fair	values	and	asset	allocations	of	postretirement	benefit	plan	assets	at	December	31,	2012,	by	asset	category,	follow:

| Asset	Category | Target<br>Allocation<br>2013 | Total | in	Active<br>Markets	for<br>Identical	Assets<br>(Level	1) | Significant<br>Observable<br>Inputs<br>(Level	2) | Significant<br>Unobservable<br>Inputs<br>(Level	3) | Percentage	of	Plan<br>Assets	at<br>December	31,	2012 |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Cash | — | $2,405 | $2,405 | $— | — | — |
| Equity\tsecurities: |  |  |  |  |  |  |
| U.S.\tlarge\tcap | 29% | \t 124,323 | 124,323 | — | — | 29% |
| U.S.\tsmall\tcap\tvalue | 6% | 26,965 | 26,965 | — | — | 6% |
| International | 18% | 77,837 | 38,647 | 39,190 | — | 18% |
| Emerging\tmarkets | 6% | 25,505 | — | 25,505 | — | 6% |
| Fixed\tincome\tsecurities: | 38% |  |  |  |  | 38% |
| U.S.\tTreasury\tsecurities\tand\tgovernment |  |  |  |  |  |  |
| bonds | — | 58,959 | 42,332 | 16,627 | — | — |
| Corporate\tbonds | — | 72,834 | — | 72,834 | — | — |
| Long\tduration\tbond\tfund | — | 1,273 | 1,273 | — | — | — |
| US\thigh\tyield\tbond\tfund | — | 16,397 | — | 16,397 | — | — |
| International\tbond\tfund | — | 13,950 | — | 13,950 | — | — |
| Future\tand\toption\tcontracts\t(a) | — | 1,410 | 1,410 | — | — | — |
| REITs | 3% | 11,402 | — | 11,402 | — | 3% |
| Total | 100% | $433,260 | $237,355 | $195,905 | — | 100% |

(a) Includes	cash	for	margin	requirements.

| Asset	Category | Target<br>Allocation<br>2012 | Total | in	Active<br>Markets	for<br>Identical	Assets<br>(Level	1) | Significant<br>Observable<br>Inputs<br>(Level	2) | Significant<br>Unobservable<br>Inputs<br>(Level	3) | Percentage	of	Plan<br>Assets	at<br>December	31,	2011 |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Cash | — | $10,196 | $10,196 | $— | — | — |
| Equity\tsecurities: |  |  |  |  |  |  |
| U.S.\tlarge\tcap | 36% | \t 136,625 | 136,625 | — | — | 36% |
| U.S.\tsmall\tcap\tvalue | 12% | 52,092 | 50,720 | 1,372 | — | 14% |
| International | 22% | 78,294 | 45,537 | 32,757 | — | 20% |
| Fixed\tincome\tsecurities: | 30% |  |  |  |  | 30% |
| U.S.\tTreasury\tsecurities | — | 12,897 | 12,897 | — | — | — |
| Corporate\tBonds | — | 46,953 | — | 46,953 | — | — |
| Mortgage-backed\tsecurities | — | 45,613 | — | 45,613 | — | — |
| Total | 100% | $382,670 | $255,975 | $126,695 | — | 100% |

# Valuation	Techniques	Used	to	Determine	Fair	Value

Cash—Cash	and	investments	with	maturities	of	three	months	or	less	when	purchased,	including	certain	short-term	fixed-income	securities,	are	considered	cash and	are	included	in	the	recurring	fair	value	measurements	hierarchy	as	Level	1.

Equity	securities—With	respect	to	equity	securities,	the	trustees	obtain	prices	from	pricing	services,	whose	prices	are	obtained	from	direct	feeds	from	market exchanges,	which	the	Company	is	able	to	independently	corroborate.	Equity	securities	are	valued	based	on	quoted	prices	in	active	markets	and	categorized	as	Level	1. Certain	equities	such	as	small	cap	and	emerging	market	securities	are	invested	in	commingled	funds.	These	funds	are	valued	to	reflect	the	plan	fund's	interest	in	the	fund based	on	the	reported	year-end	net	asset	value.	Since	net	asset	value	is	not	directly	observable	for	the	commingled	funds,	they	are	categorized	as	Level	2.

Fixed-income	securities—The	majority	of	U.S.	Treasury	securities	and	government	bonds	have	been	categorized	in	Level	1	because	they	trade	in	highly-liquid and	transparent	markets	that	the	Company	can	corroborate.	The	fair	values	of	corporate	bonds,	mortgage	backed	securities	and	certain	government	bonds	and	a guaranteed	annuity	contract	are	based	on	evaluated	prices	that	reflect	observable	market	information,	such	as	actual	trade	information	of	similar	securities	and	have	been categorized	as	Level	2	because	the	valuations	are	calculated	using	models	which	utilize	actively	traded	market	data	that	the	Company	can	corroborate.	Certain	other guaranteed	annuity	contracts	are	invested	in	a	commingled	fund	and	categorized	as	Level	3	because	the	investments	are	not	publicly	quoted.	The	fund	administrator values	the	fund	using	the	net	asset	value	per	fund	share,	derived	from	the	quoted	prices	in	active	markets	of	the	underlying	securities.	Since	these	valuation	inputs	are	not highly	observable,	the	commingled	funds	have	been	categorized	as	Level	3.	Exchange-traded	future	and	option	positions	are	reported	in	accordance	with	changes	in daily	variation	margin	that	is	settled	daily.	Exchange-traded	options	and	futures,	for	which	market	quotations	are	readily	available,	are	valued	at	the	last	reported	sale price	or	official	closing	price	on	the	primary	market	or	exchange	on	which	they	are	traded	and	are	classified	in	Level	1.

REITs—REITs	are	invested	in	commingled	funds.	Commingled	funds	are	valued	to	reflect	the	plan	fund's	interest	in	the	fund	based	on	the	reported	year-end	net asset	value.	Since	the	net	asset	value	is	not	directly	observable	for	the	commingled	funds,	they	are	categorized	as	Level	2.

In	2011,	after	a	review	of	the	underlying	pension	investments,	the	Company	began	classifying	certain	international	equity	securities	as	Level	2	and	Level	3.

The	fair	value	of	plan	assets	is	calculated	by	multiplying	the	fair	value	of	each	asset	class	at	the	balance	sheet	date	by	the	projected	market	returns	for	that	asset class.	The	following	table	provides	a	rollforward	of	the	changes	in	the	benefit	obligation	and	plan	assets	for	the	most	recent	two	years	for	all	plans	combined:

|  | 2012 | 2011 | 2012 | 2011 |
| :--- | :--- | :--- | :--- | :--- |
| Change\tin\tbenefit\tobligation |  |  |  |  |
| Benefit\tobligation\tat\tJanuary\t1 | $ 1,401,954 | $1,285,456 | $620,366 | $590,187 |
| Service\tcost | 34,209 | 33,641 | 14,207 | 13,938 |
| Interest\tcost | 70,866 | 69,047 | 31,570 | 31,219 |
| Plan\tparticipants'\tcontributions | — | — | 2,394 | 2,241 |
| Amendments | 0 | 0 | (1,758) | 0 |
| Actuarial\t(gain)\tloss | 178,267 | 55,743 | 43,321 | 4,826 |
| Divestitures | (73) | 0 | (94) | 0 |
| Curtailments | (3,460) | 0 | 0 | 0 |
| Settlements | (14,701) | 0 | 0 | 0 |
| Gross\tbenefits\tpaid | (45,818) | (41,933) | (24,910) | (23,824) |
| Federal\tsubsidy | — | — | 1,986 | 1,779 |
| Benefit\tobligation\tat\tDecember\t31 | $ 1,621,244 | $1,401,954 | $687,082 | $620,366 |
| Change\tin\tPlan\tAssets |  |  |  |  |
| Fair\tvalue\tof\tplan\tassets\tat\tJanuary\t1 | $981,068 | $860,973 | $382,670 | $374,403 |
| Actual\treturn\ton\tplan\tassets | 138,560 | 2,529 | 42,981 | 2,619 |
| Employer\tcontributions | 99,408 | 159,499 | 30,002 | 27,231 |
| Plan\tparticipants'\tcontributions | — | — | 2,394 | 2,241 |
| Settlements | (10,799) | 0 | 0 | 0 |
| Divestitures | (4,722) | 0 | 123 | 0 |
| Benefits\tpaid | (45,818) | (41,933) | (24,910) | (23,824) |
| Fair\tvalue\tof\tplan\tassets\tat\tDecember\t31 | $ 1,157,697 | $981,068 | $433,260 | $382,670 |
| Funded\tstatus\tat\tDecember\t31 | $(463,547) | $(420,886) | $(253,822) | $(237,696) |
| Amounts\trecognized\tin\tthe\tbalance\tsheet\tconsist\tof: |  |  |  |  |
| Noncurrent\tasset | $0 | $0 | $377 | $0 |
| Current\tliability | (1,900) | (1,909) | (52) | (33) |
| Noncurrent\tliability | (461,647) | (418,977) | (254,147) | (237,663) |
| Net\tamount\trecognized | $(463,547) | $(420,886) | $(253,822) | $(237,696) |
| Asset\t(liability)\tof\tdiscontinued\toperations\tincluded\tin\tnet\tamount\nrecognized\tabove | $0 | $(6,979) | $0 | $(577) |

The	following	table	provides	the	components	of	the	Company's	accumulated	other	comprehensive	income	and	regulatory	assets	that	have	not	been	recognized	as components	of	periodic	benefit	costs	as	of	December	31:

|  | 2012 | 2011 | 2012 | 2011 |
| :--- | :--- | :--- | :--- | :--- |
| Net\tactuarial\tloss | $483,626 | $409,129 | $183,087 | $164,305 |
| Prior\tservice\tcost\t(credit) | 5,142 | 5,858 | (16,708) | (16,864) |
| Net\tamount\trecognized | $488,768 | $414,987 | $166,379 | $147,441 |
| Regulatory\tassets | $294,136 | $248,663 | $166,379 | $147,441 |
| Accumulated\tother\tcomprehensive\tincome | \t 194,632 | \t 166,324 | — | — |
|  | $488,768 | $414,987 | $166,379 | $147,441 |

At	December	31,	2012	and	2011,	the	projected	benefit	obligation,	accumulated	benefit	obligation	and	fair	value	of	plan	assets	for	pension	plans	with	a	projected obligation	in	excess	of	plan	assets	were	as	follows:

|  | Projected	Benefit<br>Obligation	Exceeds	the<br>Fair	Value	of	Plans'	Assets | Projected	Benefit<br>Obligation	Exceeds	the<br>Fair	Value	of	Plans'	Assets |
| :--- | :--- | :--- |
|  | 2012 | 2011 |
| Projected\tbenefit\tobligation | $1,621,000 | $1,402,000 |
| Fair\tvalue\tof\tplan\tassets | 1,158,000 | 981,000 |

|  | Accumulated	Benefit<br>Obligation	Exceeds	the<br>Fair	Value	of	Plans'	Assets | Accumulated	Benefit<br>Obligation	Exceeds	the<br>Fair	Value	of	Plans'	Assets |
| :--- | :--- | :--- |
|  | 2012 | 2011 |
| Accumulated\tbenefit\tobligation | $1,472,000 | $1,257,000 |
| Fair\tvalue\tof\tplan\tassets | 1,158,000 | 981,000 |

The	accumulated	postretirement	benefit	obligation	exceeds	plan	assets	for	all	of	the	Company's	other	postretirement	benefit	plans.

In	August	2006,	the	Pension	Protection	Act	("PPA")	was	signed	into	law	in	the	U.S.	The	PPA	replaces	the	funding	requirements	for	defined	benefit	pension	plans by	requiring	that	defined	benefit	plans	contribute	to	100%	of	the	current	liability	funding	target	over	seven	years.	Defined	benefit	plans	with	a	funding	status	of	less	than 80%	of	the	current	liability	are	defined	as	being	"at	risk"	and	additional	funding	requirements	and	benefit	restrictions	may	apply.	The	PPA	was	effective	for	the	2008 plan	year	with	short-term	phase-in	provisions	for	both	the	funding	target	and	at-risk	determination.	The	Company's	qualified	defined	benefit	plan	is	currently	funded above	the	at-risk	threshold,	and	therefore	the	Company	expects	that	the	plans	will	not	be	subject	to	the	"at	risk"	funding	requirements	of	the	PPA.	The	Company	is proactively	monitoring	the	plan's	funded	status	and	projected	contributions	under	the	new	law	to	appropriately	manage	the	potential	impact	on	cash	requirements.

Minimum	funding	requirements	for	the	qualified	defined	benefit	pension	plan	are	determined	by	government	regulations	and	not	by	accounting	pronouncements. The	Company	plans	to	contribute	amounts	at	least	equal	to	the	greater	of	the	minimum	required	contributions	or	the	normal	cost	in	2013	to	the	qualified	pension	plans. The	Company	plans	to	contribute	to	its	2013	other	postretirement	benefit	cost	for	rate-making	purposes.

Information	about	the	expected	cash	flows	for	the	pension	and	postretirement	benefit	plans	is	as	follows:

|  | Pension<br>Benefits | Other<br>Benefits |
| :--- | :--- | :--- |
| 2013\texpected\temployer\tcontributions |  |  |
| To\tplan\ttrusts | $67,075 | $27,985 |
| To\tplan\tparticipants | 1,900 | 78 |

The	Company	made	2013	contributions	to	fund	pension	benefits	and	other	benefits	of	$22,450	and	$7,624,	respectively,	through	February	2013.

The	following	table	reflects	the	net	benefits	expected	to	be	paid	from	the	plan	assets	or	the	Company's	assets:

|  | Pension	Benefits |  | Other	Benefits |  |
| :--- | :--- | :--- | :--- | :--- |
|  | Expected\tBenefit\nPayments | Expected\tBenefit\nPayments |  | Expected\tFederal\nSubsidy\tPayments |
| 2013 | $58,530 | $27,213 |  | $2,009 |
| 2014 | 64,302 | 29,904 |  | 2,180 |
| 2015 | 69,787 | 32,631 |  | 2,349 |
| 2016 | 75,106 | 35,415 |  | 2,526 |
| 2017 | 80,279 | 38,204 |  | 2,728 |
| 2018—2022 | 468,791 | 227,251 |  | 16,813 |

Because	the	above	amounts	are	net	benefits,	plan	participants'	contributions	have	been	excluded	from	the	expected	benefits.

Accounting	for	pensions	and	other	postretirement	benefits	requires	an	extensive	use	of	assumptions	about	the	discount	rate,	expected	return	on	plan	assets,	the	rate of	future	compensation	increases	received	by	the	Company's	employees,	mortality,	turnover	and	medical	costs.	Each	assumption	is	reviewed	annually.	The	assumptions are	selected	to	represent	the	average	expected	experience	over	time	and	may	differ	in	any	one	year	from	actual	experience	due	to	changes	in	capital	markets	and	the overall	economy.	These	differences	will	impact	the	amount	of	pension	and	other	postretirement	benefit	expense	that	the	Company	recognizes.

The	significant	assumptions	related	to	the	Company's	pension	and	other	postretirement	benefit	plans	are	as	follows:

|  | 2012 | Pension	Benefits<br>2011 | 2010 | 2012 | Other	Benefits<br>2011 | 2010 |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Weighted-average\tassumptions\tused\tto |  |  |  |  |  |  |
| determine\tDecember\t31\tbenefit |  |  |  |  |  |  |
| obligations |  |  |  |  |  |  |
| Discount\trate | \t4.17% | \t5.02% | \t5.32% | 4.16% | 5.05% | 5.27% |
| Rate\tof\tcompensation\tincrease | \t3.19% | \t3.25% | \t3.50% | N/A | N/A | N/A |
| Medical\ttrend | \tN/A | \tN/A | \tN/A | graded\tfrom | graded\tfrom | graded\tfrom |
|  |  |  |  | 7.25%\tin\t2012 | 7.5%\tin\t2012 | 8%\tin\t2011 |
|  |  |  |  | to\t5%\tin\t2019+ | to\t5%\tin\t2019+ | to\t5%\tin\t2017+ |
| Weighted-average\tassumptions\tused\tto |  |  |  |  |  |  |
| determine\tnet\tperiodic\tcost |  |  |  |  |  |  |
| Discount\trate | \t5.02% | \t5.32% | \t5.93% | 5.05% | 5.27% | 5.82% |
| Expected\treturn\ton\tplan\tassets | \t7.75% | \t7.90% | \t7.90% | 7.41% | 7.60% | 7.60% |
| Rate\tof\tcompensation\tincrease | \t3.25% | \t3.50% | \t4.00% | N/A | N/A | N/A |
| Medical\ttrend | \tN/A | \tN/A | \tN/A | graded\tfrom | graded\tfrom | graded\tfrom |

# N/A—Assumption	is	not	applicable.

The	discount	rate	assumption	was	determined	for	the	pension	and	postretirement	benefit	plans	independently.	At	year	end	2011,	the	Company	began	using	an approach	that	approximates	the	process	of	settlement	of	obligations	tailored	to	the	plans'	expected	cash	flows	by	matching	the	plans'	cash	flows	to	the	coupons	and expected	maturity	values	of	individually	selected	bonds.	The	yield	curve	was	developed	for	a	universe	containing	the	majority	of	U.S.-issued	AA-graded	corporate bonds,	all	of	which	were	non	callable	(or	callable	with	make-whole	provisions).	Historically,	for	each	plan,	the	discount	rate	was	developed	as	the	level	equivalent	rate that	would	produce	the	same	present	value	as	that	using	spot	rates	aligned	with	the	projected	benefit	payments.

The	expected	long-term	rate	of	return	on	plan	assets	is	based	on	historical	and	projected	rates	of	return,	prior	to	administrative	and	investment	management	fees, for	current	and	planned	asset	classes	in	the	plans'	investment	portfolios.	Assumed	projected	rates	of	return	for	each	of	the	plans'	projected	asset	classes	were	selected after	analyzing	historical	experience	and	future	expectations	of	the	returns	and	volatility	of	the	various	asset	classes.	Based	on	the	target	asset	allocation	for	each	asset class,	the	overall	expected	rate	of	return	for	the	portfolio	was	developed,	adjusted	for	historical	and	expected	experience	of	active	portfolio	management	results compared	to	the	benchmark	returns	and	for	the	effect	of	expenses	paid	from	plan	assets.	The	Company's	pension	expense	increases	as	the	expected	return	on	assets decreases.

|  | One-<br>Percentage-<br>Point<br>Increase | One-<br>Percentage-<br>Point<br>Decrease |
| :--- | :--- | :--- |
| Effect\ton\ttotal\tof\tservice\tand\tinterest\tcost\tcomponents | $7,253 | $5,928 |
| Effect\ton\tother\tpostretirement\tbenefit\tobligation | $96,894 | $79,971 |

The	following	table	provides	the	components	of	net	periodic	benefit	costs	for	the	years	ended	December	31:

|  | 2012 | 2011 | 2010 |
| :--- | :--- | :--- | :--- |
| Components\tof\tnet\tperiodic\tpension\tbenefit\tcost |  |  |  |
| Service\tcost | $34,209 | $33,641 | $30,675 |
| Interest\tcost | 70,866 | 69,047 | 67,602 |
| Expected\treturn\ton\tplan\tassets | (79,272) | (72,109) | (56,751) |
| Amortization\tof: |  |  |  |
| Prior\tservice\tcost\t(credit) | 723 | 722 | 322 |
| Actuarial\t(gain)\tloss | 29,636 | 18,551 | 17,902 |
| Settlement\tloss | 7,135 | 0 | 0 |
| Net\tperiodic\tpension\tbenefit\tcost | $63,297 | $49,852 | $59,750 |
| Other\tchanges\tin\tplan\tassets\tand\tbenefit\tobligations\trecognized\tin\tother\tcomprehensive\tincome,\tnet\tof\ttax |  |  |  |
| Amortization\tof\tprior\tservice\tcredit\t(cost) | $(176) | $(175) | $(79) |
| Current\tyear\tactuarial\t(gain)\tloss | 26,425 | 30,497 | 11,836 |
| Amortization\tof\tactuarial\tgain\t(loss) | (7,301) | (4,504) | (4,368) |
| Total\trecognized\tin\tother\tcomprehensive\tincome | $18,948 | $25,818 | $7,389 |
| Total\trecognized\tin\tnet\tperiodic\tbenefit\tcost\tand\tcomprehensive\tincome | $82,245 | $75,670 | $67,139 |
| Components\tof\tnet\tperiodic\tother\tpostretirement\tbenefit\tcost |  |  |  |
| Service\tcost | $14,207 | $13,938 | $14,663 |
| Interest\tcost | 31,570 | 31,219 | 32,149 |
| Expected\treturn\ton\tplan\tassets | (28,711) | (28,779) | (24,372) |
| Amortization\tof: |  |  |  |
| Transition\tobligation\t(asset) | 0 | 0 | 173 |
| Prior\tservice\tcost\t(credit) | (1,915) | (1,924) | (1,180) |
| Actuarial\t(gain)\tloss | 9,537 | 7,133 | 8,159 |
| Other | (696) | 0 | 0 |
| Net\tperiodic\tother\tpostretirement\tbenefit\tcost | $23,992 | $21,587 | $29,592 |

The	Company's	policy	is	to	recognize	curtailments	when	the	total	expected	future	service	of	plan	participants	is	reduced	by	greater	than	10%	due	to	an	event	that results	in	terminations	and/or	retirements.

The	estimated	amounts	that	will	be	amortized	from	accumulated	other	comprehensive	income	and	regulatory	assets	into	net	periodic	benefit	cost	in	2013	are	as follows:

|  | Pension<br>Benefits | Other<br>Benefits |
| :--- | :--- | :--- |
| Actuarial\t(gain)\tloss | $37,171 | $10,993 |
| Prior\tservice\tcost\t(credit) | 724 | (2,189) |
| Total | $37,895 | $8,804 |

# Savings	Plans	for	Employees

The	Company	maintains	401(k)	savings	plans	that	allow	employees	to	save	for	retirement	on	a	tax-deferred	basis.	Employees	can	make	contributions	that	are invested	at	their	direction	in	one	or	more	funds.	The	Company	makes	matching	contributions	based	on	a	percentage	of	an	employee's	contribution,	subject	to	certain limitations.	Due	to	the	Company's	discontinuing	new	entrants	into	the	defined	benefit	pension	plan,	on	January	1,	2006	the

Company	began	providing	an	additional	5.25%	of	base	pay	defined	contribution	benefit	for	union	employees	hired	on	or	after	January	1,	2001	and	non-union	employees hired	on	or	after	January	1,	2006.	Plan	expenses	totaled	$8,091	for	2012,	$7,273	for	2011,	and	$6,998	for	2010,	respectively.	All	of	the	Company's	contributions	are invested	in	one	or	more	funds	at	the	direction	of	the	employee.

# Note	15:	Commitments	and	Contingencies

The	Company	is	routinely	involved	in	legal	actions	incident	to	the	normal	conduct	of	its	business.	At	December	31,	2012,	the	Company	has	accrued approximately	$2,200	as	probable	costs	and	it	is	reasonably	possible	that	additional	losses	could	range	up	to	$27,300	for	these	matters.	For	certain	matters,	the	Company is	unable	to	estimate	possible	losses.	The	Company	believes	that	damages	or	settlements,	if	any,	recovered	by	plaintiffs	in	such	claims	or	actions	will	not	have	a	material adverse	effect	on	the	Company's	results	of	operations,	financial	position	or	cash	flows.

The	Company	enters	into	agreements	for	the	provision	of	services	to	water	and	wastewater	facilities	for	the	United	States	military,	municipalities	and	other customers.	The	Company's	military	services	agreements	expire	between	2051	and	2060	and	have	remaining	performance	commitments	as	measured	by	estimated remaining	contract	revenue	of	$1,934,035	at	December	31,	2012.	The	military	contracts	are	subject	to	customary	termination	provisions	held	by	the	U.S.	Federal Government	prior	to	the	agreed	upon	contract	expiration.	The	Company's	Operations	and	Maintenance	agreements	with	municipalities	and	other	customers	expire between	2013	and	2048	and	have	remaining	performance	commitments	as	measured	by	estimated	remaining	contract	revenue	of	$1,018,391	at	December	31,	2012. Some	of	the	Company's	long-term	contracts	to	operate	and	maintain	a	municipality's,	federal	government's	or	other	party's	water	or	wastewater	treatment	and	delivery facilities	include	responsibility	for	certain	maintenance	for	some	of	those	facilities,	in	exchange	for	an	annual	fee.	Unless	specifically	required	to	perform	certain maintenance	activities,	the	maintenance	costs	are	recognized	when	the	maintenance	is	performed.

Commitments	have	been	made	in	connection	with	certain	construction	programs.	The	estimated	capital	expenditures	required	under	legal	and	binding	contractual obligations	amounted	to	$116,023	at	December	31,	2012.

The	Company's	regulated	subsidiaries	maintain	agreements	with	other	water	purveyors	for	the	purchase	of	water	to	supplement	their	water	supply.	The Company's	subsidiaries	purchased	water	expense	under	these	types	of	agreements	amounted	to	approximately	$115,426,	$104,384	and	$103,898	during	the	years	ended December	31,	2012,	2011	and	2010,	respectively.	The	estimated	annual	commitment	related	to	the	minimum	quantities	of	water	purchased	is	expected	to	approximate $47,790	in	2013,	$48,220	in	2014,	$48,188	in	2015,	$44,210	in	2016,	$37,841	in	2017	and	$410,112	thereafter.

# Note	16:	Earnings	per	Common	Share

Earnings	per	share	is	calculated	using	the	two-class	method.	The	two-class	method	is	an	earnings	allocation	formula	that	determines	earnings	per	share	for	each class	of	common	stock	and	participating	security.	The	Company	has	participating	securities	related	to	restricted	stock	units,	granted	under	the	Company's	2007 Omnibus	Equity	Compensation	Plan,	that	earn	dividend	equivalents	on	an	equal	basis	with	common	shares.	In	applying	the	two-class	method,	undistributed	earnings	are allocated	to	both	common	shares	and	participating	securities.	The	following	is	a	reconciliation	of	the	Company's	income	from	continuing	operations,	income	(loss) from	discontinued	operations	and	net	income	and	weighted-average	common	shares	outstanding	for	calculating	basic	earnings	per	share:

|  | 2012 | Years	Ended	December	31,<br>2011 | 2010 |
| :--- | :--- | :--- | :--- |
| Basic |  |  |  |
| Income\tfrom\tcontinuing\toperations | $374,250 | $304,929 | $255,072 |
| Income\t(loss)\tfrom\tdiscontinued\toperations,\tnet\tof\ttax | (16,180) | 4,684 | 12,755 |
| Net\tincome | \t 358,070 | 309,613 | 267,827 |
| Less:\tDistributed\tearnings\tto\tcommon\tshareholders | \t 214,541 | 158,708 | 150,724 |
| Less:\tDistributed\tearnings\tto\tparticipating\tsecurities | 86 | 68 | 51 |
| Undistributed\tearnings | \t 143,443 | 150,837 | 117,052 |
| Undistributed\tearnings\tallocated\tto\tcommon\tshareholders | \t 143,385 | 150,772 | 117,014 |
| Undistributed\tearnings\tallocated\tto\tparticipating\tsecurities | 58 | 65 | 38 |
| Total\tincome\tfrom\tcontinuing\toperations\tavailable\tto\tcommon\tshareholders,\tbasic | $374,106 | $304,796 | $254,983 |
| Total\tincome\tavailable\tto\tcommon\tshareholders,\tbasic | $357,926 | $309,480 | $267,738 |
| Weighted-average\tcommon\tshares\toutstanding,\tbasic | \t 176,445 | 175,484 | 174,833 |
| Basic\tearnings\tper\tshare:\t(a) |  |  |  |
| Income\tfrom\tcontinuing\toperations | $2.12 | $1.74 | $1.46 |
| Income\t(loss)\tfrom\tdiscontinued\toperations,\tnet\tof\ttax | $(0.09) | $0.03 | $0.07 |
| Net\tincome | $2.03 | $1.76 | $1.53 |

Diluted	earnings	per	common	share	is	based	on	the	weighted-average	number	of	common	shares	outstanding	adjusted	for	the	dilutive	effect	of	common	stock equivalents	related	to	the	restricted	stock	units,	stock	options,	and	employee	stock	purchase	plan.	The	dilutive	effect	of	the	common	stock	equivalents	is	calculated	using the	treasury	stock	method	and	expected	proceeds	on	vesting	of	the	restricted	stock	units,	exercise	of	the	stock	options	and	purchases	under	the	employee	stock	purchase plan.	The	following	is	a	reconciliation	of	the	Company's	income	from	continuing	operations,	income	(loss)	from	discontinued	operations	and	net	income	and	weighted- average	common	shares	outstanding	for	calculating	diluted	earnings	per	share:

|  | 2012 | Years	Ended	December	31,<br>2011 | 2010 |
| :--- | :--- | :--- | :--- |
| Diluted |  |  |  |
| Total\tincome\tfrom\tcontinuing\toperations\tavailable\tto\tcommon\tshareholders,\tbasic | $374,106 | $304,796 | $254,983 |
| Income\t(loss)\tfrom\tdiscontinued\toperations,\tnet\tof\ttax | (16,180) | 4,684 | 12,755 |
| Total\tincome\tavailable\tto\tcommon\tshareholders,\tbasic | \t 357,926 | 309,480 | 267,738 |
| Undistributed\tearnings\tallocated\tto\tparticipating\tsecurities | 58 | 65 | 38 |
| Total\tincome\tfrom\tcontinuing\toperations\tavailable\tto\tcommon\tshareholders,\tdiluted | $374,164 | $304,861 | $255,021 |
| Total\tincome\tavailable\tto\tcommon\tshareholders,\tdiluted | $357,984 | $309,545 | $267,776 |
| Weighted-average\tcommon\tshares\toutstanding,\tbasic | \t 176,445 | 175,484 | 174,833 |
| Restricted\tstock\tunits | 618 | 556 | 264 |
| Stock\toptions | 607 | 490 | 26 |
| Employee\tstock\tpurchase\tplan | 1 | 1 | 1 |
| Weighted-average\tcommon\tshares\toutstanding,\tdiluted | \t 177,671 | 176,531 | 175,124 |
| Diluted\tearnings\tper\tshare:\t(a) |  |  |  |
| Income\tfrom\tcontinuing\toperations | $2.11 | $1.73 | $1.46 |
| Income\t(loss)\tfrom\tdiscontinued\toperations,\tnet\tof\ttax | $(0.09) | $0.03 | $0.07 |
| Net\tincome | $2.01 | $1.75 | $1.53 |

The	following	potentially	dilutive	common	stock	equivalents	were	not	included	in	the	earnings	per	share	calculations	for	the	years	ended	December	31	because they	were	anti-dilutive:

|  | 2012 | 2011 | 2010 |
| :--- | :--- | :--- | :--- |
| Stock\toptions | \t619 | \t711 | \t1,781 |
| Restricted\tstock\tunits\twhere\tcertain\tperformance\tconditions\twere\tnot\tmet | 19 | 22 | 69 |

# Note	17:	Fair	Values	of	Financial	Instruments

The	following	methods	and	assumptions	were	used	by	the	Company	in	estimating	its	fair	value	disclosures	for	financial	instruments:

Current	assets	and	current	liabilities—The	carrying	amounts	reported	in	the	Consolidated	Balance	Sheets	for	current	assets	and	current	liabilities,	including revolving	credit	debt,	due	to	the	short-term	maturities	and	variable	interest	rates,	approximate	their	fair	values.

Preferred	stock	with	mandatory	redemption	requirements	and	long-term	debt—The	fair	values	of	preferred	stock	with	mandatory	redemption	requirements	and long-term	debt	are	determined	by	a	valuation	model	which	is	based	on	a	conventional	discounted	cash	flow	methodology	and	utilizes	assumptions	of	current	market rates.	As	a	majority	of	the	Company's	debts	do	not	trade	in	active	markets,	the	Company	calculated	a	base	yield	curve	using	a	risk-free	rate	(a	U.S.	Treasury	securities yield	curve)	plus	a	credit	spread	that	is	based	on	the	following	two	factors:	an	average	of	the	Company's	own	publicly-traded	debt	securities	and	the	current	market	rates for	U.S.	Utility	BBB+	debt	securities.	The	Company	used	these	yield	curve	assumptions	to	derive	a	base	yield	and	then	adjusted	the	base	yield	for	specific	features	of	the debt	securities	of	call	features,	coupon	tax	treatment	and	collateral.

The	carrying	amounts	(including	fair	value	adjustments	previously	recognized	in	acquisition	purchase	accounting)	and	fair	values	of	the	financial	instruments	are as	follows:

To	increase	consistency	and	comparability	in	fair	value	measurements,	FASB	guidance	establishes	a	fair	value	hierarchy	that	prioritizes	the	inputs	to	valuation techniques	used	to	measure	fair	value	into	three	levels	as	follows:

•Level	1—quoted	prices	(unadjusted)	in	active	markets	for	identical	assets	or	liabilities	that	the	Company	has	the	ability	to	access	as	of	the	reporting	date. Financial	assets	and	liabilities	utilizing	Level	1	inputs	include	active	exchange-traded	equity	securities,	exchange-based	derivatives,	mutual	funds	and money	market	funds.

•Level	2—inputs	other	than	quoted	prices	included	within	Level	1	that	are	directly	observable	for	the	asset	or	liability	or	indirectly	observable	through corroboration	with	observable	market	data.	Financial	assets	and	liabilities	utilizing	Level	2	inputs	include	fixed	income	securities,	non-exchange-based derivatives,	commingled	investment	funds	not	subject	to	purchase	and	sale	restrictions	and	fair-value	hedges.

•Level	3—unobservable	inputs,	such	as	internally-developed	pricing	models	for	the	asset	or	liability	due	to	little	or	no	market	activity	for	the	asset	or liability.	Financial	assets	and	liabilities	utilizing	Level	3	inputs	include	infrequently-traded	non-exchange-based	derivatives	and	commingled	investment funds	subject	to	purchase	and	sale	restrictions.

# Recurring	Fair	Value	Measurements

The	following	table	presents	assets	and	liabilities	measured	and	recorded	at	fair	value	on	a	recurring	basis	and	their	level	within	the	fair	value	hierarchy	as	of December	31,	2012	and	2011,	respectively:

|  |  | At	Fair	Value	as	of	December	31,	2012 | At	Fair	Value	as	of	December	31,	2012 |  |
| :--- | :--- | :--- | :--- | :--- |
| Recurring\tFair\tValue\tMeasures | Level\t1 | Level\t2 | Level\t3 | Total |
| Assets: |  |  |  |  |
| Restricted\tfunds | $40,547 | $— | \t — | $40,547 |
| Rabbi\ttrust\tinvestments | — | 481 | \t — | 481 |
| Deposits | 2,103 | — | \t — | 2,103 |
| Mark-to-market\tderivative\tasset | — | 7,909 | \t — | 7,909 |
| Total\tassets | \t 42,650 | 8,390 | \t — | \t 51,040 |
| Liabilities: |  |  |  |  |
| Deferred\tcompensation\tobligation | — | \t 10,237 | \t — | \t 10,237 |
| Total\tliabilities | — | \t 10,237 | \t — | \t 10,237 |
| Total\tnet\tassets\t(liabilities) | $42,650 | $(1,847) | \t — | $40,803 |

|  |  | At	Fair	Value	as	of	December	31,	2011 | At	Fair	Value	as	of	December	31,	2011 |  |
| :--- | :--- | :--- | :--- | :--- |
| Recurring\tFair\tValue\tMeasures | Level\t1 | Level\t2 | Level\t3 | Total |
| Assets: |  |  |  |  |
| Restricted\tfunds | $57,941 | $— | \t — | $57,941 |
| Rabbi\ttrust\tinvestments | — | 518 | \t — | 518 |
| Deposits | 2,287 | — | \t — | 2,287 |
| Mark-to-market\tderivative\tasset | — | 5,824 | \t — | 5,824 |
| Total\tassets | \t 60,228 | 6,342 | \t — | \t 66,570 |
| Liabilities: |  |  |  |  |
| Deferred\tcompensation\tobligation | — | 9,036 | \t — | 9,036 |
| Total\tliabilities | — | 9,036 | \t — | 9,036 |
| Total\tnet\tassets\t(liabilities) | $60,228 | $(2,694) | \t — | $57,534 |

Restricted	funds—The	Company's	restricted	funds	primarily	represent	proceeds	received	from	financings	for	the	construction	and	capital	improvement	of facilities	and	from	customers	for	future	services	under	operations	and	maintenance	projects.	The	proceeds	of	these	financings	are	held	in	escrow	until	the	designated expenditures	are	incurred.	Restricted	funds	expected	to	be	released	within	twelve	months	subsequent	to	year	end	are	classified	as	current.

Rabbi	trust	investments—The	Company's	rabbi	trust	investments	consist	primarily	of	fixed	income	investments	from	which	supplemental	executive	retirement plan	benefits	are	paid.	The	Company	includes	these	assets	in	other	long-term	assets.

Deposits—Deposits	include	escrow	funds	and	certain	other	deposits	held	in	trust.	The	Company	includes	cash	deposits	in	other	current	assets.

Deferred	compensation	obligations—The	Company's	deferred	compensation	plans	allow	participants	to	defer	certain	cash	compensation	into	notional	investment accounts.	The	Company	includes	such	plans	in	other	long-term	liabilities.	The	value	of	the	Company's	deferred	compensation	obligations	is	based	on	the	market	value of	the	participants'	notional	investment	accounts.	The	notional	investments	are	comprised	primarily	of	mutual	funds,	which	are	based	on	observable	market	prices.

Mark-to-market	derivative	asset	and	liability—The	Company	utilizes	fixed-to-floating	interest-rate	swaps,	typically	designated	as	fair-value	hedges,	to	achieve	a targeted	level	of	variable-rate	debt	as	a	percentage	of	total	debt.	The	Company	uses	a	calculation	of	future	cash	inflows	and	estimated	future	outflows,	which	are discounted,	to	determine	the	current	fair	value.	Additional	inputs	to	the	present	value	calculation	include	the	contract	terms,	counterparty	credit	risk,	interest	rates	and market	volatility.

See	Note	14	for	the	Company's	fair	value	of	qualified	pension	and	postretirement	welfare	plans'	assets.

# Non-recurring	Fair	Value	Measurements

As	discussed	in	Note	7,	the	Company	recognized	continuing	operations	goodwill	impairment	charges	of	$0	for	each	of	the	years	ended	December	31,	2012,	2011 and	2010,	respectively.	The	Company's	goodwill	valuation	model	includes	significant	unobservable	inputs	and	falls	within	Level	3	of	the	fair	value	hierarchy.

# Note	18:	Operating	Leases

The	Company	has	entered	into	operating	leases	involving	certain	facilities	and	equipment.	Rental	expenses	of	continuing	operations	under	operating	leases	were $28,149	for	2012,	$32,752	for	2011	and	$36,264	for	2010.	The	operating	leases	for	facilities	will	expire	over	the	next	20	years	and	the	operating	leases	for	equipment will	expire	over	the	next	five	years.	Certain	operating	leases	have	renewal	options	ranging	from	one	to	five	years.

The	Company	has	a	series	of	agreements	with	various	public	entities	(the	"Partners")	to	establish	certain	joint	ventures,	commonly	referred	to	as	"public-private partnerships."	Under	the	public-private	partnerships,	the	Company	constructed	utility	plant,	financed	by	the	Company,	and	the	Partners	constructed	utility	plant (connected	to	the	Company's	property),	financed	by	the	Partners.	The	Company	agreed	to	transfer	and	convey	some	of	its	real	and	personal	property	to	the	Partners	in exchange	for	an	equal	principal	amount	of	Industrial	Development	Bonds	("IDBs"),	issued	by	the	Partners	under	a	state	Industrial	Development	Bond	and	Commercial Development	Act.	The	Company	leased	back	the	total	facilities,	including	portions	funded	by	both	the	Company	and	the	Partners,	under	leases	for	a	period	of	40	years.

The	leases	related	to	the	portion	of	the	facilities	funded	by	the	Company	have	required	payments	from	the	Company	to	the	Partners	that	approximate	the payments	required	by	the	terms	of	the	IDBs	from	the	Partners	to	the	Company	(as	the	holder	of	the	IDBs).	As	the	ownership	of	the	portion	of	the	facilities	constructed	by the	Company	will	revert	back	to	the	Company	at	the	end	of	the	lease,	the	Company	has	recorded	these	as	capital	leases.	The	lease	obligation	and	the	receivable	for	the principal	amount	of	the	IDBs	are	presented	by	the	Company	on	a	net	basis.	The	gross	cost	of	the	facilities	funded	by	the	Company	recognized	as	a	capital	lease	asset	was $158,565	and	$159,211	at	December	31,	2012	and	2011,	respectively,	which	is	presented	within	utility	plant.	The	future	payments	under	the	lease	obligations	are	equal to	and	offset	by	the	payments	receivable	under	the	IDBs.

At	December	31,	2012,	the	minimum	annual	future	rental	commitment	under	the	operating	leases	for	the	portion	of	the	facilities	funded	by	the	Partners	that	have initial	or	remaining	non-cancelable	lease	terms	in	excess	of	one	year	included	in	the	preceding	minimum	annual	rental	commitments	are	$3,706	in	2013,	$3,696	in	2014 through	2017,	and	$80,807	thereafter.

# Note	19:	Related	Party	Transactions

One	of	the	Company's	Directors	was	employed	by	an	electrical	utility	that	supplies	electricity	and	electrical	services	to	the	Company's	subsidiaries	in	Ohio, Pennsylvania,	and	New	Jersey.	The	Director	retired	from	that	electrical	utility	effective	March	31,	2010.	The	Company	purchased,	from	various	subsidiaries	of	this electrical	utility,	approximately	$3,225	of	such	services	in	the	first	quarter	of	2010.

# Note	20:	Segment	Information

The	Company	has	two	operating	segments	referred	to	as	the	Regulated	Businesses	and	Market-Based	Operations	segments.	The	Company's	chief	operating decision	maker	regularly	reviews	the	operating	results	of	the	Regulated	Businesses	and	Market-Based	Operations	segments	to	assess	segment	performance	and	allocate resources.	The	evaluation	of	segment	performance	and	the	allocation	of	resources	are	based	on	several	measures.	The	measure	that	is	most	consistent	with	that	used	by management	is	income	from	continuing	operations	before	income	tax.

The	Regulated	Businesses	segment	includes	the	Company's	17	utility	subsidiaries	in	continuing	operations	that	provide	water	and	wastewater	services	to customers	in	16	U.S.	states.	With	the	exception	of	one	company,	each	of	these	public	utility	subsidiaries	is	subject	to	regulation	by	public	utility	commissions	and	local governments.	In	addition	to	providing	similar	products	and	services	and	being	subject	to	the	public	utility	regulatory	environment,	each	of	the	regulated	subsidiaries	has similar	economic	characteristics,	production	processes,	types	and	classes	of	customers	and	water	distribution	or	wastewater	collection	processes.	Each	of	these companies	is	also	subject	to	both	federal	and	state	regulation	regarding	the	quality	of	water	distributed	and	the	discharge	of	wastewater	residuals.

The	Market-Based	Operations	segment	is	comprised	of	market-based	businesses	that	provide	a	broad	range	of	market-based	water	and	wastewater	services	and products	including	homeowner	water	and	sewer	line	maintenance	services,	water	and	wastewater	facility	operations	and	maintenance	services,	granular	carbon technologies	and	products	for	cleansing	water	and	wastewater	and	wastewater	residuals	management	services.

The	accounting	policies	of	the	segments	are	the	same	as	those	described	in	the	summary	of	significant	accounting	policies.	(See	Note	2)	The	Regulated Businesses	and	Market-Based	Operations	segment	information	includes	intercompany	costs	that	are	allocated	by	American	Water	Works	Service	Company,	Inc.	and intercompany	interest	that	is	charged	by	AWCC,	which	are	eliminated	to	reconcile	to	the	consolidated	results	of	operations.	Inter-segment	revenues,	which	are	primarily recorded	at	cost	plus	mark-up	that	approximates	current	market	prices,	include	carbon	regeneration	services	and	leased	office	space,	furniture	and	equipment	provided by	the	Company's	market-based	subsidiaries	to	its	regulated	subsidiaries.	Other	includes	corporate	costs	that	are	not	allocated	to	the	Company's	subsidiaries, eliminations	of	inter-segment	transactions,	fair	value	adjustments	and	associated	income	and	deductions	related	to	the	Acquisitions	that	have	not	been	allocated	to	the segments	for	evaluation	of	segment	performance	and	allocation	of	resource	purposes.	The	adjustments	related	to	the	Acquisitions	are	reported	in	Other,	as	they	are excluded	from	segment	performance	measures	evaluated	by	management.	The	following	table	includes	the	Company's	summarized	segment	information:

|  |  | As	of	or	for	the	Year	Ended<br>December	31,	2012 | As	of	or	for	the	Year	Ended<br>December	31,	2012 |  |
| :--- | :--- | :--- | :--- | :--- |
|  | Regulated\nBusinesses | Market-Based\nOperations | Other | Consolidated |
| Net\toperating\trevenues | $2,564,434 | $330,329 | $(17,874) | $2,876,889 |
| Depreciation\tand\tamortization | 349,629 | 6,661 | 25,213 | 381,503 |
| Total\toperating\texpenses,\tnet | 1,685,734 | 288,099 | (21,917) | 1,951,916 |
| Income\tfrom\tcontinuing\toperations\tbefore\tincome\ttaxes | 649,117 | 45,817 | (63,676) | 631,258 |
| Total\tassets | \t 12,680,856 | 260,255 | \t 1,777,865 | \t 14,718,976 |
| Capital\texpenditures | 921,500 | 7,074 | 0 | 928,574 |
| Capital\texpenditures\tof\tdiscontinued\toperations\t(included\tin\tabove) | 2,884 | 0 | 0 | 2,884 |

|  |  | As	of	or	for	the	Year	Ended<br>December	31,	2011 | As	of	or	for	the	Year	Ended<br>December	31,	2011 |  |
| :--- | :--- | :--- | :--- | :--- |
|  | Regulated\nBusinesses | Market-Based\nOperations | Other | Consolidated |
| Net\toperating\trevenues | $2,368,891 | $327,815 | $(30,470) | $2,666,236 |
| Depreciation\tand\tamortization | 321,540 | 6,822 | 23,459 | 351,821 |
| Total\toperating\texpenses,\tnet | 1,609,276 | 290,768 | (36,944) | 1,863,100 |
| Income\tfrom\tcontinuing\toperations\tbefore\tincome\ttaxes | 535,445 | 39,324 | (71,089) | 503,680 |
| Total\tassets | \t 12,843,820 | 256,110 | \t 1,676,461 | \t 14,776,391 |
| Assets\tof\tdiscontinued\toperations\t(included\tin\ttotal\tassets\tabove) | 904,391 | 0 | 25,467 | 929,858 |
| Capital\texpenditures | 920,210 | 4,648 | 0 | 924,858 |
| Capital\texpenditures\tof\tdiscontinued\toperations\t(included\tin\tabove) | 21,052 | 86 | 0 | 21,138 |

# As	of	or	for	the	Year	Ended

|  |  | As	of	or	for	the	Year	Ended<br>December	31,	2010 | As	of	or	for	the	Year	Ended<br>December	31,	2010 |  |
| :--- | :--- | :--- | :--- | :--- |
|  | Regulated\nBusinesses | Market-Based\nOperations | Other | Consolidated |
| Net\toperating\trevenues | $2,285,656 | $294,723 | $(25,344) | $2,555,035 |
| Depreciation\tand\tamortization | 301,087 | 7,014 | 22,163 | 330,264 |
| Total\toperating\texpenses,\tnet | 1,587,963 | 269,059 | (30,109) | 1,826,913 |
| Income\tfrom\tcontinuing\toperations\tbefore\tincome\ttaxes | 478,629 | 30,416 | (79,621) | 429,424 |
| Total\tassets | \t 12,290,798 | 240,718 | \t 1,554,730 | \t 14,086,246 |
| Assets\tof\tdiscontinued\toperations\t(included\tin\ttotal\tassets\tabove) | 911,905 | 6,590 | 19,210 | 937,705 |
| Capital\texpenditures | 758,150 | 7,486 | 0 | 765,636 |
| Capital\texpenditures\tof\tdiscontinued\toperations\t(included\tin\tabove) | 26,725 | 143 | 0 | 26,868 |

# Note	21:	Unaudited	Quarterly	Data

The	following	table	sets	forth	certain	supplemental	unaudited	consolidated	quarterly	financial	data	for	each	of	the	four	quarters	in	the	years	ended	December	31, 2012	and	2011,	respectively.	The	operating	results	for	any	quarter	are	not	indicative	of	results	that	may	be	expected	for	a	full	year	or	any	future	periods.

|  | First | Second | Third | Fourth |
| :--- | :--- | :--- | :--- | :--- |
| 2012 | Quarter | Quarter | Quarter | Quarter |
|  |  | (In\tthousands,\texcept\tper\tshare\tdata) | (In\tthousands,\texcept\tper\tshare\tdata) |  |
| Operating\trevenues | $618,554 | $745,607 | $ 831,815 | $680,913 |
| Operating\tincome | 159,738 | 270,632 | 327,640 | 166,963 |
| Income\tfrom\tcontinuing\toperations | 49,252 | 116,663 | 154,111 | 54,224 |
| Net\tincome | 41,754 | 107,026 | 153,812 | 55,478 |
| Basic\tearnings\tper\tcommon\tshare: |  |  |  |  |
| Income\tfrom\tcontinuing\toperations | $0.28 | $0.66 | $0.87 | $0.31 |
| Net\tincome | $0.24 | $0.61 | $0.87 | $0.31 |
| Diluted\tearnings\tper\tcommon\tshare: |  |  |  |  |
| Income\tfrom\tcontinuing\toperations | $0.28 | $0.66 | $0.87 | $0.30 |
| Net\tincome | $0.24 | $0.60 | $0.86 | $0.31 |

| 2011 | First<br>Quarter | Second<br>Quarter | Third<br>Quarter | Fourth<br>Quarter |
| :--- | :--- | :--- | :--- | :--- |
|  |  | (In\tthousands,\texcept\tper\tshare\tdata) | (In\tthousands,\texcept\tper\tshare\tdata) |  |
| Operating\trevenues | $596,715 | $668,873 | $ 760,869 | $639,779 |
| Operating\tincome | 143,250 | 201,395 | 281,408 | 177,083 |
| Income\tfrom\tcontinuing\toperations | 40,699 | 74,817 | 128,495 | 60,918 |
| Net\tincome | 26,233 | 81,110 | 137,422 | 64,848 |
| Basic\tearnings\tper\tcommon\tshare: |  |  |  |  |
| Income\tfrom\tcontinuing\toperations | $0.23 | $0.43 | $0.73 | $0.35 |
| Net\tincome | $0.15 | $0.46 | $0.78 | $0.37 |
| Diluted\tearnings\tper\tcommon\tshare: |  |  |  |  |
| Income\tfrom\tcontinuing\toperations | $0.23 | $0.42 | $0.73 | $0.34 |
| Net\tincome | $0.15 | $0.46 | $0.78 | $0.37 |

Amounts	may	not	sum	due	to	rounding;	per	share	amounts	may	not	sum	due	to	changes	in	shares	outstanding	during	the	year.

# ITEM	9. CHANGES	IN	AND	DISAGREEMENTS	WITH	ACCOUNTANTS	ON	ACCOUNTING	AND	FINANCIAL	DISCLOSURE

# ITEM	9A. CONTROLS	AND	PROCEDURES

# Disclosure	Controls	and	Procedures

American	Water	Works	Company,	Inc.	maintains	disclosure	controls	and	procedures	that	are	designed	to	ensure	that	information	required	to	be	disclosed	in	its reports	filed	or	submitted	under	the	Securities	Exchange	Act	of	1934	("the	Exchange	Act")	is	recorded,	processed,	summarized	and	reported,	within	the	time	periods specified	in	the	SEC's	rules	and	forms,	and	that	such	information	is	accumulated	and	communicated	to	management,	including	the	Chief	Executive	Officer	and	the Chief	Financial	Officer,	to	allow	timely	decisions	regarding	required	disclosure.

Our	management,	including	the	Chief	Executive	Officer	and	the	Chief	Financial	Officer,	conducted	an	evaluation	of	the	effectiveness	of	our	disclosure	controls and	procedures	(as	defined	in	Rules	13a-15(e)	of	the	Exchange	Act)	as	of	December	31,	2012	pursuant	to	15d-15(e)	under	the	Exchange	Act.

Based	on	that	evaluation,	our	Chief	Executive	Officer	and	Chief	Financial	Officer	have	concluded	that,	as	of	December	31,	2012,	our	disclosure	controls	and procedures	were	effective	at	a	reasonable	level	of	assurance.	Our	disclosure	controls	and	procedures	are	designed	to	provide	reasonable	assurance	that	the	information required	to	be	disclosed	by	us	in	the	reports	we	file	or	submit	under	the	Exchange	Act	is	recorded,	processed,	summarized	and	reported	within	the	time	periods	specified in	the	SEC's	rules	and	forms.

# Management's	Report	on	Internal	Control	over	Financial	Reporting

Our	management	is	responsible	for	establishing	and	maintaining	adequate	internal	control	over	financial	reporting,	as	such	term	is	defined	in	Exchange	Act Rule	13a-15(f).	Our	internal	control	over	financial	reporting	is	a	process	designed	by	or	under	the	supervision	of	our	Chief	Executive	Officer	and	Chief	Financial	Officer to	provide	reasonable	assurance	regarding	the	reliability	of	financial	reporting	and	the	preparation	of	financial	statements	for	external	purposes	in	accordance	with generally	accepted	accounting	principles.	Our	internal	control	over	financial	reporting	includes	those	policies	and	procedures	that:	(1)	pertain	to	the	maintenance	of records	that	in	reasonable	detail	accurately	and	fairly	reflect	our	transactions	and	dispositions	of	our	assets;	(2)	provide	reasonable	assurance	that	transactions	are recorded	as	necessary	to	permit	preparation	of	the	financial	statements	in	accordance	with	generally	accepted	accounting	principles,	and	that	our	receipts	and expenditures	are	being	made	only	in	accordance	with	authorizations	of	our	management	and	our	directors;	(3)	provide	reasonable	assurance	regarding	prevention	or timely	detection	of	unauthorized	acquisition,	use	or	disposition	of	our	assets	that	could	have	a	material	effect	on	the	financial	statements.

Our	management,	including	our	Chief	Executive	Officer	and	the	Chief	Financial	Officer,	assessed	the	effectiveness	of	our	internal	control	over	financial reporting,	as	of	December	31,	2012,	using	the	criteria	described	in	Internal	Control—Integrated	Framework	issued	by	the	Committee	of	Sponsoring	Organizations	of	the Treadway	Commission	(COSO).

Based	on	our	evaluation	under	the	framework	in	Internal	Control—Integrated	Framework	issued	by	COSO,	our	management	concluded	that	our	internal	control over	financial	reporting	was	effective	as	of	December	31,	2012.

The	effectiveness	of	our	internal	control	over	financial	reporting	as	of	December	31,	2012	has	been	audited	by	PricewaterhouseCoopers	LLP,	an	independent registered	public	accounting	firm,	as	stated	in	their	report	appearing	in	Part	II,	Item	8	of	this	Annual	Report	on	Form	10-K.

# ITEM	9B. OTHER	INFORMATION

# PART	III

# ITEM	10. DIRECTORS,	EXECUTIVE	OFFICERS	OF	THE	REGISTRANT	AND	CORPORATE	GOVERNANCE

The	information	required	by	this	item	and	not	given	below,	is	incorporated	by	reference	in	the	Company's	Proxy	Statement	for	the	2013	Annual	Meeting	of Stockholders,	to	be	filed	with	the	Securities	and	Exchange	Commission	within	120	days	following	the	end	of	the	fiscal	year	covered	by	this	report,	under	the	captions entitled	"Nominees	for	Election	as	Directors,"	"Information	Relative	to	the	Board	of	Directors	and	Committees	of	the	Board	of	Directors,"	"Section	16(a)	Beneficial Ownership	Reporting	Compliance,"	and	"Code	of	Ethics	and	Corporate	Governance	Guidelines."

We	have	adopted	a	Code	of	Ethics,	which	applies	to	directors	and	employees.	The	full	text	of	the	Code	of	Ethics	is	publicly	available	on	our	website	at http://www.amwater.com.	We	intend	to	post	on	our	website	any	amendments	to	certain	provisions	of	our	Code	of	Ethics	and	any	waivers	of	such	provisions	granted	to principal	officers.

He	has	served	as	the	chair	of	Edison	Electric	Institute,	the	national	association	of	shareholder	owned	utilities,	and	chair	of the	Electric	Power	Research	Institute,	a	global	non-profit	center	for	energy	and	environment	research.	He	serves	on	the board	of	directors	of	the	Meridian	Institute	and	previously	served	on	the	board	of	directors	of	the	U.S.	Chamber	of Commerce.

Ellen	C.	Wolf 	59 Ms.	Wolf	has	been	our	Senior	Vice	President	and	Chief	Financial	Officer	since	March	2006	and	served	as	a	member	of our	board	of	directors	from	March	2006	until	August	2007.	Ms.	Wolf's	career	began	in	the	accounting	firm	of	Deloitte Haskins	&	Sells.	From	1987	through	1999,	Ms.	Wolf	held	various	positions	in	corporate	accounting,	finance	and	business development	for	Bell	Atlantic	and	several	of	its	subsidiaries,	including	Bell	Atlantic	Enterprises	International,	Bell Atlantic	Mobile,	and	Bell	Atlantic	Corporation.	From	1999	through	2003,	Ms.	Wolf	was	employed	by	us	as	Vice President	and	Chief	Financial	Officer.	Prior	to	re-joining	us,	Ms.	Wolf	served	as	Senior	Vice	President	and	Chief Financial	Officer	of	USEC	Inc.,	a	global	energy	company,	a	position	she	held	beginning	in	December	2003.	Ms.	Wolf	also serves	on	the	board	of	directors	of	Airgas,	Inc.,	where	she	serves	on	the	audit	committee.	In	addition,	Ms.	Wolf	is	on	the board	of	directors	of	the	Philadelphia	Zoo.

Name Age Office	and	Employment	During	Last	Ten	Years Walter	J.	Lynch 	50 Mr.	Lynch	has	served	as	our	President	and	Chief	Operating	Officer	of	Regulated	Operations	since	March	2010,	and President	of	Regulated	Operations	since	July	2008.	Prior	to	that	date,	he	served	as	Executive	Vice	President,	Eastern Division.	He	also	served	as	president	of	New	Jersey	American	Water,	Long	Island	American	Water	and	our	Northeast Region.	Mr.	Lynch	joined	us	in	2001	and	served	as	President	of	our	Products	and	Services	Group,	where	he	was responsible	for	overseeing	our	Market-Based	Operations.	Prior	to	this,	he	was	President	of	the	Southwest	Region	of American	Water	Services.	Mr.	Lynch	has	more	than	20	years	of	experience	in	engineering,	sales	and	marketing, operations	and	business	development.	Before	joining	us,	he	was	involved	with	various	start-up	and	growth	organizations in	the	environmental	industry.	Mr.	Lynch	worked	for	Mobil	Oil	Corporation	following	his	departure	from	the	United States	Army	where	he	attained	the	rank	of	Captain.	In	addition,	Mr.	Lynch	is	on	the	board	of	directors	of	the	National Association	of	Water	Companies	and	serves	on	its	Executive	Committee. Kellye	L.	Walker 	46 Ms.	Walker	has	been	our	Chief	Administrative	Officer	since	September	2010,	and	Senior	Vice	President,	General	Counsel and	Secretary	since	January	2010.	From	February	2007	to	June	2009,	Ms.	Walker	served	as	Senior	Vice	President	and General	Counsel	of	Diageo	North	America,	Inc.,	the	largest	operating	company	of	Diageo	plc.	From	February	2003	to December	2006,	Ms.	Walker	served	as	Senior	Vice	President,	General	Counsel	and	Secretary	of	BJ's	Wholesale	Club, Inc.,	a	leading	warehouse	club	operator.	Ms.	Walker	also	served	as	a	partner	with	the	law	firm	of	Hill	&	Barlow	in	Boston, Massachusetts,	and	as	a	partner	and/or	associate	with	the	law	firms	of	Chaffe,	McCall,	Phillips,	Toler	&	Sarpy	in	New Orleans,	Louisiana,	and	Boult,	Cummings,	Connors	&	Berry	in	Nashville,	Tennessee. Mark	Chesla 	53 Mr.	Chesla	has	been	our	Vice	President	and	Controller	since	November	2007.	From	2001	to	November	2007,	Mr.	Chesla was	Vice	President	and	Controller	of	Oglethorpe	Power	Corporation,	in	Atlanta,	Georgia,	where	he	served	as	that company's	chief	accounting	officer.	In	this	capacity	he	was	responsible	for	all	aspects	of	the	accounting,	internal	financial management,	regulatory	and	SEC	reporting	functions.	Mr.	Chesla	was	Vice	President,	Administration/Controller	of SouthStar	Energy	Services	LLC,	in	Atlanta,	Georgia,	from	1998	to	2001.	Earlier,	he	held	management	positions	with several	other	companies,	including	Piedmont	Natural	Gas	Co.,	Inc.,	Aegis	Technologies,	Inc.,	Deloitte	&	Touche	LLP	and Carolina	Power	&	Light	Company. Mark	F.	Strauss 	61 Mr.	Strauss	has	been	our	Senior	Vice	President	of	Corporate	Strategy	and	Business	Development	since	September	2010. From	December	2006,	until	his	new	appointment	in	September	2010,	Mr.	Strauss	was	President	of	American	Water Enterprises,	managing	our	Market-Based	Operations.	Previously,	Mr.	Strauss	was	President	and	Chief	Executive	Officer of	our	Applied	Water	Management	Group,	which	provides	customized	water	and	wastewater	management	solutions	to real	estate	developers,	industrial	clients	and	small	to	midsized	communities	nationwide.	Mr.	Strauss	joined	Applied	Water Management	Group	in	1997	as	Corporate	Counsel	and	Secretary.	He	was	promoted	to	Chief	Operating	Officer	in	2002,	a position	he	held	until	his	appointment	as	Division	President	and	Chief	Executive	Officer	in	2003.	Earlier,	he	served	as Vice	President	and	General	Counsel	of	Vizzoni	Brothers	Construction,	Inc.	Mr.	Strauss	serves	as	a	director	of	Skylands Community	Bank.	Mr.	Strauss	was	also	an	associate	at	the	law	firms	of	Ozzard,	Rizzolo,	Klein,	Mauro	&	Savo	and Toolan,	Romond,	Abbot	and	Domenichetti.

Mr.	Bigelow	was	President	of	New	Jersey	American	Water	(NJAWC).	Mr.	Bigelow	joined	American	Water	in	1994	and held	a	number	of	senior	management	positions	during	his	tenure,	including	American	Water's	Senior	Vice	President	of Regulatory	Programs	and	Enterprise	Risk	Management.	From	December	2003	to	February	2006,	Mr.	Bigelow	served	as American	Water's	Chief	Financial	Officer,	Vice	President	and	Treasurer	of	New	Jersey	American	Water,	and	Director, Vice	President	and	Treasurer	of	New	Jersey	American	Resources	Co.	Mr.	Bigelow	began	his	career	with	GPU	System Companies,	where	he	spent	18	years	in	various	leadership	roles	in	the	finance	area.	Mr.	Bigelow	is	also	a	board	and/or committee	member	of	Drexel	MBA	Career	Services	Advisory	Board,	NJAWC,	William	J.	Hughes	Center	for	Public Policy,	and	NJUA	(New	Jersey	Utilities	Association).

Effective	April	1,	2013,	Susan	N.	Story	will	become	our	Senior	Vice	President	and	Chief	Financial	Officer.

Ms.	Story	has	been	employed	for	over	30	years	by	Southern	Company,	which	owns	and	operates	electric	utilities	in	four	states,	and	also	is	engaged	in	electric	wholesale generation	and	telecommunications,	including	both	wireless	and	wireline,	fiber	optic	communications.	Since	January	2011,	she	has	served	as	the	President	and	Chief Executive	Officer	of	Southern	Company	Services,	which	provides	shared	services	for	all	of	Southern	Company's	subsidiaries,	including	information	technology	and cyber	security	efforts,	human	resources,	procurement	and	supply	chain	management,	marketing	services,	customer	research	and	system	transportation	functions.	From 2003	to	December	2010,	she	was	the	President	and	Chief	Executive	Officer	of	Gulf	Power	Company,	an	electric	utility	serving	the	northwestern	portion	of	Florida.

# ITEM	11. EXECUTIVE	COMPENSATION

Information	required	by	this	item	is	incorporated	by	reference	in	the	Company's	Proxy	Statement	for	the	2013	Annual	Meeting	of	Stockholders,	under	the captions	entitled	"Executive	Compensation,"	"Compensation	Discussion	and	Analysis,"	"Compensation	Committee	Report"	and	"Director	Compensation."

# ITEM	12. SECURITY	OWNERSHIP	OF	CERTAIN	BENEFICIAL	OWNERS	AND	MANAGEMENT	AND	RELATED	STOCKHOLDER	MATTERS

Information	required	by	this	item	setting	forth	the	security	ownership	of	certain	beneficial	owners	and	management	is	incorporated	by	reference	in	the	Company's Proxy	Statement	for	the	2013	Annual	Meeting	of	Stockholders,	under	the	caption	entitled	"Security	Ownership	of	Principal	Stockholders	and	Management"	and	the "Equity	Compensation	Plan"	table	appearing	under	the	caption	"Long-Term	Equity	Incentive	Compensation."

# ITEM	13. CERTAIN	RELATIONSHIPS	AND	RELATED	TRANSACTIONS	AND	DIRECTOR	INDEPENDENCE

Information	required	by	this	item	is	incorporated	by	reference	in	the	Company's	Proxy	Statement	for	the	2013	Annual	Meeting	of	Stockholders,	under	the captions	entitled	"Certain	Relationships	and	Related	Transactions"	and	"Director	Independence."

# ITEM	14. PRINCIPAL	ACCOUNTANT	FEES	AND	SERVICES

Information	required	by	this	item	is	incorporated	by	reference	in	the	Company's	Proxy	Statement	for	the	2013	Annual	Meeting	of	Stockholders,	under	the	caption entitled	"Independent	Registered	Public	Accounting	Fees	and	Services."

# ITEM	15. EXHIBITS	AND	FINANCIAL	STATEMENT	SCHEDULES

Financial	statement	schedules	have	been	omitted	since	they	are	either	not	required	or	are	not	applicable	as	the	information	is	otherwise	included	in	the	financial statements	or	notes	thereto.

# SIGNATURES

Pursuant	to	the	requirements	of	Section	13	or	15(d)	of	the	Securities	Exchange	Act	of	1934,	the	Registrant	has	duly	caused	this	report	to	be	signed	on	its	behalf	by the	undersigned,	thereunto	duly	authorized,	on	the	1st	day	of	March,	2013.

# Jeffry	Sterba

President	and	Chief	Executive	Officer

Pursuant	to	the	requirements	of	the	Securities	Exchange	Act	of	1934,	this	Annual	Report	on	Form	10-K	has	been	signed	on	the	1st	day	of	March,	2013	by	the following	persons	in	the	capacities	indicated.

/s/				JEFFRY	STERBA

President	and	Chief	Executive	Officer (Principal	Executive	Officer	and	Director)

Ellen	C.	Wolf

Senior	Vice	President	and	Chief	Financial	Officer (Principal	Financial	and	Accounting	Officer)

# /s/				GEORGE	MACKENZIE

George	MacKenzie (Director)

/s/				MARTHA	CLARK	GOSS

Richard	R.	Grigg

(Director)

Julia	L.	Johnson (Director)

/s/				WILLIAM	J.	MARRAZZO

William	J.	Marrazzo (Director)

# EXHIBIT	INDEX

*101 The	following	financial	statements	from	American	Water	Works	Company,	Inc.'s	Annual	Report	on	Form	10-K	for	the	period	ended	December	31, 2012,	formatted	in	XBRL	(eXtensible	Business	Reporting	Language):	(i)	the	Consolidated	Balance	Sheets;	(ii)	the	Consolidated	Statements	of Operations	and	Comprehensive	Income;	(iii)	the	Consolidated	Statements	of	Cash	Flows;	(iv)	the	Consolidated	Statements	of	Changes	in	Stockholders' Equity;	and	(v)	the	Notes	to	Consolidated	Financial	Statements.

* filed	herewith

Instruments	defining	the	rights	of	holders	of	certain	issues	of	long-term	debt	of	the	Company	and	certain	of	its	consolidated	subsidiaries	have	not	been	filed	as	exhibits to	this	report	because	the	authorized	principal	amount	of	any	one	of	such	issues	does	not	exceed	10%	of	the	consolidated	total	assets	of	the	Company's	consolidated	total assets.	The	Company	agrees	to	furnish	a	copy	of	each	of	such	instrument	to	the	Securities	and	Exchange	Commission	upon	request.



Question: what was total change in unrecognized tax benefits in millions from january 1 2011 to december 31 2011?
Calculation:   unrecognized_tax_benefits = 158578 - 118314
 answer = unrecognized_tax_benefits
Answer: 40264