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Correspondence

 AMERICAN WATER WORKS COMPANY, INC.

Kellye L. Walker

P 856.346.8200

Chief Administrative Officer,

F 856.346.8217

General Counsel and Secretary

1025 Laurel Oak Road

Voorhees, NJ 08043

 May 8, 2013

 Andrew D. Mew, Accounting Branch Chief

 Division of Corporation Finance

Securities and Exchange Commission

 100 F
Street, NE

 Washington, DC 20549

Re:
American Water Works Company, Inc.

 Form 10-K for the Fiscal Year Ended December 31, 2012

 Filed
March 1, 2013

 Definitive Proxy Statement on Schedule 14A

Filed March 28, 2013

 File No. 1-34028

 Dear Mr. Mew:

We are providing this letter to respond to the staff comments contained in your April 24, 2013 letter to Jeffry Sterba. Set forth below are the
comments and our responses. The headings and numbered paragraphs set forth below correspond to the headings and numbered paragraphs in the staff’s comment letter. Each of the staff’s comments are set forth in boldface type and are followed
by the Company’s response.

 Form 10-K for the Fiscal Year Ended December 31, 2012

Item 6. Selected Financial Data, page 40

1.
You disclose on pages 71 and 102 that you accelerated the payment of a dividend that would have historically been paid in March 2013 to December 2012 to take
advantage of the existing 2012 tax rates. Instruction 2 of Item 301 of Regulation S-K requires a cross-reference to or discussion of factors that materially affect the comparability of the information reflected in selected financial data. It
appears the modification of the timing of dividend payments materially affects the comparability of dividend related data you present on page 41. Similarly, revise your disclosure to include a cross-reference to or discussion of any other factors
that you believe materially affected the comparability of any other information reflected in selected financial data, such as business combinations or dispositions of business operations.

Response:

In future filings, we will, to the extent applicable, expand the disclosure to include footnotes 2, 3, 4 and 5 in the selected financial
data table. Set forth below is an illustration of the form of the selected financial data table and footnote disclosures that will be used in future filings.

ITEM 6.
SELECTED FINANCIAL DATA

For the Years Ended December 31,

2012

2011

2010

2009

2008

(in thousands, except per share data)

 Statement of operations data:

 Operating revenues

$
2,876,889

$
2,666,236

$
2,555,035

$
2,290,446

$
2,193,157

 Goodwill impairment charges

—

—

—

$
428,036

$
712,727

 Operating income (loss)

$
924,357

$
803,136

$
728,122

$
183,835

$
(155,221
)

 Income (loss) from continuing operations

$
373,250

$
304,929

$
255,072

$
(219,998
)

$
(529,291
)

 Income (loss) from continuing operations per basic common share(1)

$
$2.12

$
$1.74

$
$1.46

$
(1.31
)

$
(3.31
)

 Income (loss) from continuing operations per diluted common share(1)

$
$2.11

$
$1.73

$
$1.46

$
(1.31
)

$
(3.31
)

As of December 31,

2012

2011

2010

2009

2008

(in thousands)

 Cash and cash equivalents

$
24,433

$
14,207

$
13,112

$
22,256

$
9,542

 Utility plant and property, net of depreciation

$
11,584,944

$
10,872,042

$
10,241,342

$
9,708,885

$
9,218,396

 Total assets

$
14,718,976

$
14,776,391

$
14,086,246

$
13,459,368

$
13,231,818

 Short-term and long-term debt

$
5,574,763

$
5,882,956

$
5,658,473

$
5,434,463

$
5,251,979

 Redeemable preferred stock

$
20,511

$
22,036

$
22,794

$
23,011

$
23,208

 Total debt and redeemable preferred stock

$
5,595,274

$
5,904,992

$
5,681,267

$
5,457,474

$
5,275,187

 Common stockholders’ equity

$
4,443,268

$
4,235,837

$
4,127,725

$
4,000,859

$
4,102,001

 Preferred stock without mandatory redemption requirements

$
1,720

$
4,547

$
4,547

$
4,557

$
4,557

 Total stockholders’ equity

$
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 thousands, except per share data)

 Other data:

 Cash flows provided by (used in):

 Operating activities

$
955,598

$
808,357

$
774,933

$
596,156

$
552,169

 Investing activities (2)

$
(382,356
)

$
(912,397
)

$
(746,743
)

$
(703,611
)

$
(1,033,667
)

 Financing activities (3)

$
(563,016
)

$
105,135

$
(37,334
)

$
120,169

$
477,559

 Construction expenditures, included in investing activities

$
(928,574
)

$
(924,858
)

$
(765,636
)

$
(785,265
)

$
(1,008,806
)

 Dividends paid per common share (4)

$
1.21

$
0.90

$
0.86

$
0.82

$
0.40

 Dividends declared per common share (5)

$
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.

(2)
Cash flows used in investing activities for the year ended December 31, 2012, reflects our receipt of $561 million in net proceeds from the sale of our former
Arizona, New Mexico and Ohio subsidiaries. For further information, see Management’s Discussion and Analysis of Financial Condition and Results of Operations under “Liquidity and Capital Resources-Cash Flows from Investing
Activities.”

(3)
Cash flows used in financing activities reflects the application of the majority of the net proceeds from the sale of our former Arizona, New Mexico and Ohio
subsidiaries to pay down short-term debt.

(4)
We paid five dividends in 2012 (including one additional dividend payment of $0.25 per common share paid on December 28, 2012) rather than four quarterly dividends
as typically is the case. This additional dividend was paid to enable our shareholders to be taxed at then-existing rates. For further information, see Management’s Discussion and Analysis of Financial Condition and Results of Operations under
“Liquidity and Capital Resources-Dividends.”

(5)
In 2011, we declared five dividends rather than four as typically is the case as a result of a change in the timing of dividend declarations.

 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations,
page 42

 Segment Results of Operations, page 49

 Regulated Businesses Segment, page 50

 Comparison of Results of Operations for the Years
Ended December 31, 2012 and 2011, page 51

2.
We note your disclosure on page 48 that the decrease in other income (expenses) is attributable in part to an increase in the allowance for funds used during
construction (“AFUDC”) resulting from increased construction activity. On page 98, you disclose that construction work in progress (“CWIP”) was $460,529 thousand and $349,496 thousand at December 31, 2011, and 2012,
respectively. With a view toward enhanced disclosure, please tell us whether there was a change in AFUDC equity or debt rates, what the change in rates was, and how the change impacted the recorded balance.

Response:

Both the AFUDC debt and equity rates decreased in 2012 compared to 2011. Our average AFUDC equity rate for our regulated entities subject
to AFUDC for the years ended December 31, 2012 and 2011 was 4.52% and 4.87%, respectively. Our average AFUDC debt rate for the years ended December 31, 2012 and 2011 was 2.97% and 3.11%, respectively. The slight decrease in our AFUDC rates
in 2012 is primarily attributable to adjustments in the debt and equity rates established by various regulatory authorities in applicable rate cases. This reduction in the AFUDC debt and equity rates had the effect of decreasing, to a limited
extent, AFUDC in 2012.

 As indicated on page 48 of our Form 10-K for the year ended December 31, 2012 (the “Form
10-K”), the most significant factor contributing to the increase in AFUDC was increased capital activity during 2012. To the extent permitted by state public utility commissions, we record AFUDC monthly based on the prior month’s average
CWIP balance. Even though our CWIP balance was lower at December 31, 2012, the average balance eligible for AFUDC was higher in 2012 than in 2011 as a result of several large projects that were in progress during 2012. These projects included
Phase I of our business transformation project, for which assets of approximately $107 million were placed in service in August 2012 and the construction of our Canoe Brook water treatment facility in New Jersey for which approximately $80 million
in assets were placed in service in June, 2012.

 The following table shows the outstanding CWIP balances eligible for AFUDC at
the end of each quarter in 2012 and 2011.

2012

2011

Increase
(Decrease)

($ in thousands)

 March 31

$
257,541

$
157,161

$
100,380

 June 30

320,422

178,451

141,971

 September 30

182,544

231,188

(48,644
)

 December 31

225,934

214,332

11,602

3.
You disclose on page 55 that the 40.2% increase in the uncollectible accounts expense was mainly the result of a refinement to your allowance for uncollectible
calculation based on more detailed data trends which were derived in conjunction with the development of your new customer information system. Please address the following:

•

 Tell us how you perform your calculation of your allowance for uncollectible accounts. Describe what the more detailed data trends were, how
they impacted your calculation, and why the previous data you utilized in determining your allowance did not allow you to observe these trends.

•

 Explain to us how you determined whether this significant increase was a change in estimate as opposed to an accounting error.

•

 If applicable, describe any regulatory implications of this change, such as whether amounts recorded as bad debt expense are recoverable
through rates.

 Response:

Of the $6.5 million or 40.2% increase in the uncollectible account expense in 2012, $4.4 million was associated with the refinement in
our allowance for uncollectible calculation. The remaining increase results from an increase in the amount of outstanding accounts receivable, principally reflecting rate increases in a number of states.

We historically have determined the allowance for uncollectible accounts separately for each state within our regulated operations. Prior
to the refinement in our calculation of the allowance, we applied the same percentage to all aging categories for accounts receivable in a state, up to 180 days outstanding (i.e., we used the same percentage in determining the reserve for accounts
receivable outstanding 0-30 days, 30-60 days, 61-90 days, 91-120 days and 121-180 days). All receivables in excess of 180 days were specifically reserved for and added to the allowance for uncollectible accounts. We were constrained to use this
approach due to limitations in gathering historical data through our antiquated, current billing system. The system includes more than 15 different configurations relating to the various state subsidiaries in our regulated operations and does not
have the capability of providing information with respect to accounts receivable days outstanding at any previous point in time (i.e., the data is available only with regard to the current date). Therefore, the compilation of appropriate historical
data to provide discrete percentages for each aging category in each state would have involved a very extensive amount of time and effort, which would not have been practical on an annual basis over multiple years.

Our new Customer Information System (“CIS”), which we will substantially implement in 2013, will provide us with the capability
of retrieving information in a manner that will significantly simplify the collection of historical data necessary to apply a discrete percentage to each accounts receivable aging category for each state in which we have regulated operations for
purposes of determining the allowance for uncollectible accounts. In anticipation of the launch of the CIS, we determined that, despite the considerable time and effort involved, we would develop this historical data in 2012, and repeat the effort
in 2013, transitioning to the automated data collection that will be available from the CIS beginning in 2014. As a result of the effort in 2012, we were able to develop, for each state, additional information, namely historical collection data for
each of five aging categories (0-30 days, 30-60 days, 61-90 days, 91-120 days and 121-180 days). Using this information, we were able to apply differing percentages in determining the amount of the allowance for uncollectible accounts applicable to
each of these aging categories in each state. With respect to some states, we also were able to develop this information for receivables outstanding in excess of 180 days; for other states, we added all receivables aged in excess of 180 days to the
allowance for uncollectible accounts.

 As a result of this additional information, we recognized additional expense of $4.4
million as a change in estimate to our allowance for uncollectible accounts during the fourth quarter of 2012.

 We viewed this adjustment as a change in accounting estimate as a result of applying new
and more detailed estimation techniques to the accounts receivable information, in this case percentages based on historical data that were developed for the six aged receivable categories for each state. The refined approach further disaggregated
the data, which the company believes resulted in a better estimate.

 Bad debt is a recoverable cost of utility service.
Therefore, we do not expect any material impact from the change in accounting estimate. Ratemaking practices differ by individual state, but the general intent is to establish an allowance for uncollectible accounts amount that can be relied upon to
set rates prospectively.

 Item 8. Financial Statements and Supplementary Data, page 83

Consolidated Balance Sheets, page 85

4.
We note your presentation of contributions in aid of construction (“CIAC”) on the face of your consolidated balance sheets as well as your related
disclosure on page 92. You state, in part, that when advances are no longer refundable, they are reclassified to CIAC, and CIAC are permanent collections of plant assets or cash for a particular construction project. You also state that for
ratemaking purposes, these contributions generally serve as rate base reductions as they are non-investor supplied funds. Finally, you state that generally, you depreciated utility plant funded by contributions and amortize its contributions as a
reduction to depreciation expense, which produces a result that is functionally equivalent to reducing the original cost of the utility plant for the contributions. Please address the following:

•

 Explain to us and disclose how these contributions, refunds, and the expenditures you make toward property, plant and equipment
(“PP&E”) are reflected on your consolidated statements of cash flows and the GAAP basis for such presentation.

 Response:

 As specified by National Association of Regulatory Utility
Commissioners in its Uniform System of Accounts for Class A Water Utilities:

 Deferred Credits Account
252 – Advances for Construction – This account shall include advances by or in behalf of customers for construction which are to be refunded either wholly or in part. When a person is refunded the entire amount to which he is entitled
according to the agreement or rule under which the advance was made, the balance, if any remaining in this account shall be credited to account 271 – Contributions in Aid of Construction.

Liability Account 271 – Contributions in Aid of Construction – This account shall include: 1. Any amount or
item of money, services or property received by a utility, from any person or governmental agency, any portion of which is provided at no cost to the utility, which represents an addition or transfer to the capital of the utility, and which is
utilized to offset the acquisition, improvement or construction costs of the utility’s property, facilities, or equipment us