Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

On December 6, 2019, Susan N. Story, President and Chief Executive Officer, informed the Board of Directors (the "Board") of American Water Works Company, Inc. (the "Company") of her decision to retire from the Company and to step down as a member of the Board, effective April 1, 2020.

In accordance with the Board's existing succession plan for the Company's principal executive officer position, on December 6, 2019, the Board appointed Walter J. Lynch, Executive Vice President and Chief Operating Officer, to serve as Ms. Story's successor effective April 1, 2020.

Mr. Lynch, 57, joined the Company in 2001. Mr. Lynch has served as Executive Vice President and Chief Operating Officer since January 2016. Prior to that time, he served as Chief Operating Officer of Regulated Operations from February 2010 to December 2015, and as President of Regulated Operations from July 2008 to December 2015.

Other than existing compensatory arrangements between Mr. Lynch and the Company as described in the Company's 2019 Proxy Statement, in connection with his succession: (i) there are no arrangements or understandings between Mr. Lynch and any other person, (ii) no material plan, contract or arrangement has been entered into with Mr. Lynch, and no such plan, contract or arrangement with Mr. Lynch has been materially amended, and (iii) no grant of any award to Mr. Lynch or modification of an existing award has been made. Moreover, Mr. Lynch does not have any family relationship with any director or other executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer. Also, Mr. Lynch does not have any direct or indirect material interest in any transaction that would require reporting under Item 404(a) of Regulation S-K.

A copy of the press release issued by the Company on December 10, 2019 in connection with the foregoing has been filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 7.01. Regulation FD Disclosure.

The presentation for the Company's 2019 Investor Day conference, to be held on December 11, 2019 in New York, New York, is attached hereto as Exhibit 99.2 and is incorporated by reference herein.

On December 10, 2019, the Company issued a press release announcing the Company's earnings per share guidance for the 2020 fiscal year, providing certain long-term financial guidance, and affirming its earnings per share guidance range for the 2019 fiscal year. A copy of this press release is attached hereto as Exhibit 99.3 and is incorporated by reference herein.

The information furnished in Item 7.01 of this Current Report, including Exhibits 99.2 and 99.3, 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, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 8.01. Other Events.

As part of the executive succession plan activities described above in response to Item 5.02, on December 6, 2019, the Board appointed each of the following persons to serve as an executive officer of the Company and to have the title or titles set forth opposite each name, effective as of March 1, 2020:

Name                Title(s)
Bruce A. Hauk       President, Regulated Operations and Military Services Group
Kevin B. Kirwan     Senior Vice President, Chief Operational Excellence and Safety
                    Officer
Cheryl D. Norton    Senior Vice President, Chief Environmental Officer; and Senior Vice
                    President, Eastern Division


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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits have been filed or furnished herewith, as noted below:



Exhibit         Description

  99.1*           Press Release, dated December 10, 2019, issued by American Water
                Works Company, Inc.

  99.2**          American Water Works Company, Inc. 2019 Investor Day Presentation


  99.3**          Press Release, dated December 10, 2019, issued by American Water
                Works Company, Inc.

  104           Cover Page Interactive Data File (the cover page XBRL tags are
                included and formatted as Inline XBRL)


*    Filed herewith.

**   Furnished herewith.

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