October 10, 20240001410636false00014106362024-10-102024-10-10
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 10, 2024
American Water Works Company, Inc.
(Exact name of registrant as specified in its charter)
Commission File Number: 001-34028
| | | | | |
Delaware | 51-0063696 |
(State or other jurisdiction of incorporation) | (IRS Employer Identification No.) |
1 Water Street
Camden, NJ 08102-1658
(Address of principal executive offices, including zip code)
(856) 955-4001
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | | | | | | |
Title of Each Class | | Trading Symbol | | Name of Each Exchange on Which Registered |
Common stock, par value $0.01 per share | | AWK | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01. Regulation FD Disclosure.
On October 10, 2024, American Water Works Company, Inc. (the “Company”), issued a press release to provide an update regarding its previously announced cybersecurity incident that it first reported via Current Report on Form 8-K as filed with the Securities and Exchange Commission (the “SEC”) on October 7, 2024. A copy of this press release has been included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference in response to this Item 7.01. Although the Company is currently unable to predict the full impact of this incident, the Company does not expect that the incident will have a material effect on the Company, or its financial condition or results of operations. The information furnished in response to this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. Cautionary Statement Concerning Forward-Looking Statements
Certain statements included in this Current Report on Form 8-K (or in the exhibit hereto) are forward-looking statements within the meaning of Section 27A of the Securities Act, Section 21E of the Exchange Act, and the Private Securities Litigation Reform Act of 1995. In some cases, these forward-looking statements can be identified by words with prospective meanings such as “intend,” “plan,” “estimate,” “believe,” “anticipate,” “expect,” “predict,” “project,” “propose,” “assume,” “forecast,” “outlook,” “future,” “pending,” “goal,” “objective,” “potential,” “continue,” “seek to,” “may,” “can,” “will,” “should” and “could,” or the negative of such terms or other variations or similar expressions, including statements regarding the Company’s plans to protect its systems and the impact of the incident on the Company or its financial condition or results of operations. These forward-looking statements are predictions based on the Company’s current expectations and assumptions regarding future events. They are not guarantees or assurances of any outcomes, performance or achievements, and readers are cautioned not to place undue reliance upon them. The forward-looking statements are subject to a number of estimates and assumptions, and known and unknown risks, uncertainties and other factors. Actual results may differ materially from those discussed in the forward-looking statements included in this Current Report on Form 8-K as a result of the factors discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on February 14, 2024, and other filings with the SEC, and additional risks and uncertainties, including with respect to (1) the extent of the cybersecurity incident and the results or findings of the Company’s investigation thereof; (2) the Company’s ability to contain and/or mitigate the incident, and to maintain the safe operation of its recently reactivated networks and systems; (3) the nature and scope of unauthorized activity or access or use of any sensitive, proprietary or confidential financial, or personal data or information, which may result in negative consequences such as fines, penalties or loss of reputation; (4) incremental expenses, damages or losses associated with this incident or the Company’s containment, mitigation and investigation thereof; (5) the nature, scope and result of any claims or litigation, or regulatory, legislative, local or municipal actions or proceedings that may be brought against the Company or its affiliates, or other affected parties, as a result of the incident; (6) the availability and amount of insurance coverage related to this incident; (7) other legal, reputational and financial risks or impacts resulting from this or other cybersecurity incidents and the potential impacts on the Company’s financial condition or results of operations; (8) the length and scope of disruption to the Company’s business operations caused by the incident; and (9) other economic, financial, political, business and other factors that may impact or affect the water and wastewater industries generally or the Company specifically. These forward-looking statements are qualified by, and should be read together with, the risks and uncertainties set forth above and the risk factors included in the Company’s annual and quarterly reports as filed with the SEC, and readers should refer to such risks, uncertainties and risk factors in evaluating such forward-looking statements. Any forward-looking statements speak only as of the date of this Current Report on Form 8-K. The Company does not have any obligation or intention to update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise, except as otherwise required by the federal securities laws. New factors emerge from time to time, and it is not possible for the Company to predict all such factors. Furthermore, it may not be possible to assess the impact of any such factor on the Company’s business, or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits to this Current Report have been provided herewith as noted below:
| | | | | | | | |
Exhibit No. | | Description |
99.1* | | |
104 | | Cover Page Interactive Data File (the cover page XBRL tags are included and formatted as Inline XBRL). |
* Furnished herewith. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | | | | | | | | | |
| | | AMERICAN WATER WORKS COMPANY, INC. |
| | | | |
Dated: | October 10, 2024 | | By: | /s/ DAVID M. BOWLER |
| | | | David M. Bowler |
| | | | Executive Vice President and Chief Financial Officer |
American Water Reactivating Systems After Cyber Event
Camden, N.J. – OCTOBER 10, 2024 – American Water (NYSE: AWK), the largest regulated water and wastewater utility company in the U.S., announced today that it is in the process of methodically and securely reconnecting and reactivating the systems that were taken offline due to its cybersecurity incident communicated on Oct. 7.
The Company continues to have no indication that its water and wastewater facilities were impacted by this incident. The incident did not affect water quality.
The company’s customer portal, MyWater, is now operational, and all standard billing processes are resuming. As a reminder to our customers, there will be no late charges during the short period when our customer and billing platform was unavailable.
The reactivation of systems was initiated in line with the company’s ongoing cyber incident response protocols after internal and external security teams confirmed the systems were secure.
The investigation into the nature and scope of the incident by a dedicated team of professionals and law enforcement is ongoing. Investigations of this nature take time, and the company will share any additional information as, and when, appropriate.
American Water takes the cybersecurity of its systems and related data with utmost seriousness and has taken additional steps to strengthen the cybersecurity of its systems. Our customers remain our highest priority. We sincerely regret any inconvenience this has caused and appreciate our customers’ patience over the past few days.
The most up-to-date information relating to the incident can be found at www.amwater.com/corp/.
About American Water
American Water (NYSE: AWK) is the largest regulated water and wastewater utility company in the United States. With a history dating back to 1886, We Keep Life Flowing® by providing safe, clean, reliable and affordable drinking water and wastewater services to more than 14 million people with regulated operations in 14 states and on 18 military installations. American Water’s 6,500 talented professionals leverage their significant expertise and the company’s national size and scale to achieve excellent outcomes for the benefit of customers, employees, investors and other stakeholders.
For more information, visit amwater.com and join American Water on LinkedIn, Facebook, X and Instagram.
Media Contact:
Ruben Rodriguez
Senior Director, External Communications
ruben.e.rodriguez@amwater.com
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