SecProbe.io

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 CORRESP

 American Water Works Company, Inc.
 1 Water Street Camden, NJ
08102-1658 December 29, 2025
 VIA EDGAR U.S. Securities and Exchange
Commission Division of Corporation Finance Office of
Energy & Transportation 100 F Street, N.E.
 Washington, D.C. 20549 Attention: Claudia Rios
 Re:   American Water Works Company, Inc.
 Registration Statement on Form S-4
 File No. 333-292182
 Request for Effectiveness Dear Ms. Rios:
 Pursuant to Rule 461(a) under the Securities Act of 1933, as amended, American Water Works Company, Inc. (the “Company”)
respectfully requests that the effective date of the above referenced Registration Statement on Form S-4 (File No. 333-292182), as amended (the “Registration
Statement”), be accelerated by the U.S. Securities and Exchange Commission to 5:00 p.m., Eastern time, on December 30, 2025, or as soon as practicable thereafter.
 The Company respectfully requests to be notified of such effectiveness by a telephone call to the Company’s counsel, Skadden, Arps,
Slate, Meagher & Flom LLP, to Pankaj Sinha at (202) 371-7307 or Emily Prezioso Walsh at (202) 371-7709, with such effectiveness to also be confirmed in writing
to psinha@skadden.com or Emily.Walsh@skadden.com. * * *

 Sincerely,

 American Water Works Company, Inc.

 /s/ JEFFREY M. TAYLOR

 Jeffrey M. Taylor

 Vice President and Secretary
 cc:  Pankaj Sinha, Skadden, Arps, Slate, Meagher & Flom LLP
 Emily Prezioso Walsh, Skadden, Arps, Slate, Meagher & Flom LLP
 Stacy A. Mitchell, Executive Vice President and General Counsel

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 December 22, 2025

John C. Griffith
Chief Executive Officer
American Water Works Company, Inc.
1 Water Street
Camden, NJ 08102-1658

 Re: American Water Works Company, Inc.
 Registration Statement on Form S-4
 Filed December 17, 2025
 File No. 333-292182
Dear John C. Griffith:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Claudia Rios at 202-551-8770 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Emily Prezioso Walsh, Esq.
</TEXT>
</DOCUMENT>

Mail Stop 3561
May 25, 2016

Linda G. Sullivan
Executive Vice President and Chief Financial Officer
American Water Works Company, Inc.
1025 Laurel Oak Road
Voorhees, NJ 08043

Re: American Water Works Company, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2015
Filed February 2 5, 2016
File No. 001 -34028

Dear Ms. Sullivan :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure  in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include the
information the Securities Exchange Act of 1934 and all applicable  rules require.

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief
Office of Consumer Products

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CORRESP

 May 20, 2016

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549

 Attention: Jennifer Thompson

 Re:

 American Water Works Company, Inc.

 Form 10-K for the Fiscal Year Ended December 31, 2015

 Response dated May 3, 2016

 File No. 001-34028

 Dear Ms. Thompson:

On behalf of American Water Works Company, Inc. (“we”, “us”, “our”, or the “Company”), this letter
responds to the letter dated May 9, 2016 from the staff (the “Staff”) of the United States Securities and Exchange Commission (the “Comment Letter”) to Linda G. Sullivan, Executive Vice President and Chief Financial Officer of
American Water Works Company, Inc., related to the above-referenced Form 10-K filed by the Company.

 We respectfully submit the following
response to the comment contained in the Comment Letter. For your convenience, each heading and comment from the Comment Letter has been reproduced below in bold, followed by the Company’s response to each such comment.

Form 10-K for the Fiscal Year Ended December 31, 2015

Financial Statements and Supplementary Data

Consolidated Statement of Cash Flows, page 66

1. We have read your response to comment 2 and have the following comments:

•

Please provide us with the complete set of journal entries you record related to your removal costs. Your statement that you “capitalize costs of removal by charging accumulated depreciation as expenditures are
incurred” suggests that you do not receive rate recovery of such costs until you actually incur the expenditures as opposed to being included in rates and expensed over the life of the asset prior to removal. Please clarify if our understanding
is not correct. If our understanding is correct, please advise us why regulatory liabilities also exist for non-legal removal costs. Please ensure that you include the reason(s) for the entries made to initially record removal costs, upon the
creation and amortization of related regulatory assets and/or liabilities, the recording of associated expense, including the timing, and the incurrence of removal expenditures.

•

Please clarify why your investing activity classification of non-legal removal costs should be accorded different classification than legal removal costs required to be presented within operating activities pursuant
to ASC 230-10-45-17(e).

 United States Securities and Exchange Commission

Division of Corporation Finance

 May 20, 2016

 Page
 2

 Response:

The Company acknowledges the staff’s comments. In this response, we have clarified our rate recovery of non-legal removal costs and have
provided our complete set of journal entries, including the additional information requested in the Comment Letter. Additionally, we have explained the reasons supporting our decision to classify non-legal removal costs as investing activities
within the statement of cash flows.

 Regulatory Treatment of Removal Costs

Our rate-regulated entities operate in 14 state regulatory jurisdictions. In all but one of our jurisdictions, we collect in advance through
customer rates the estimated cost of removal that will be incurred in the future when the asset is replaced. In these jurisdictions, our regulators use a common cost-of-service ratemaking approach, which allows the estimated cost of removal to be
included in depreciation rates. This allows us to collect the revenues necessary to fund the eventual removal cost over the assets estimated useful life. Such amounts are recorded as a regulatory liability, in accordance with Securities and
Exchange staff views at the time of the adoption of ASC 410 and do not flow through accumulated depreciation as previously mentioned. Regulators permit recovery of the estimated cost of removal before expenditures are actually incurred as they
believe customers who benefit from the use of the assets should pay for all related costs as those assets are used.

 Cost of removal
estimates are derived from periodic depreciation studies that are based on historical service lives and removal costs for similar assets. Such depreciation studies are approved by the respective state public utility commissions that establish
the rates we charge customers, primarily in conjunction with a general rate case proceeding. Any differences between the actual costs and the estimate are allowed to be collected in future rates.

One of our state regulators does not permit advance collection of estimated costs of removal. Instead, they allow the establishment of a
regulatory asset and allow for the recovery of these costs when the expenditures are paid or accrued. The regulator also establishes an amortization period for the regulatory asset to be recovered through authorized rates charged to
customers. Under this approach, we collect revenues to fund cost of removal expenditures after removal costs are incurred.

 United States Securities and Exchange Commission

Division of Corporation Finance

 May 20, 2016

 Page
 3

 Journal Entries Related to Removal Costs

Shown below is a complete set of journal entries and a description of each transaction under the different rate recovery methods
authorized by our regulators: A) Removal Costs Collected in Advance, and B) Removal Costs Collected after Paid. The assumptions used for both methods are as follows:

 Assumptions:

 Removal costs

$10

 Asset Life

2 years

 Year Asset replaced

3rd Year

 Collected in advance (Scenario A)

Years 1 & 2

 Collected after (Scenario B)

Years 4 & 5

 For simplification, tax impacts are not included

A.
Removal Costs Collected in Advance

 Entry 1 - Years 1 & 2

 Dr. Cash

$
5

 Cr. Revenue

<$
5>

 Dr. Depreciation/Amortization Expense

$
5

 Cr. Regulatory Liability

<$
5>

To record annual collection of removal costs included in rates before the asset is replaced and establish a regulatory liability.

 Entry 2 – Year 3

 Dr. Regulatory Liability

$
10

 Cr. Cash

<$
10>

To record amounts paid for removal costs when asset is replaced in Year 3.

 United States Securities and Exchange Commission

Division of Corporation Finance

 May 20, 2016

 Page
 4

 Financial Statement Impact

Year

1

2

3

Total

 A. Collected in Advance

 Income Statement

 Revenue

$
5

$
5

$
–

$
10

 Depreciation/Amortization Expense

(5
)

(5
)

–

(10
)

 Net Income

$
–

$
–

$
–

$
–

 Balance Sheet

 Cash Beginning Balance

$
–

$
5

$
10

NA

 Activity

5

5

(10
)

NA

 Cash - Ending Balance

$
5

$
10

$
–

NA

 Regulatory Liability Beginning Balance

$
–

$
(5
)

$
(10
)

NA

 Activity

(5
)

(5
)

10

NA

 Regulatory Liability - Ending Balance

$
(5
)

$
(10
)

$
–

NA

B.
Removal Costs Collected After Paid

 Entry 1 – Year 3

 Dr. Regulatory Asset

$
10

 Cr. Cash

<$
10>

 To record amounts paid for removal costs when asset is replaced in Year 3.

 Entry 2 - Years 4 & 5

 Dr. Cash

$
5

 Cr. Revenue

<$
5>

 Dr. Depreciation/Amortization Expense

$
5

 Cr. Regulatory Asset

<$
5>

 To record annual collection of removal costs included in rates and amortize regulatory asset.

 United States Securities and Exchange Commission

Division of Corporation Finance

 May 20, 2016

 Page
 5

 Financial Statement Impact

Year

1 & 2

3

4

5

Total

 B. Collected After Paid

 Income Statement

 Revenue

$
–

$
–

$
5

$
5

$
10

 Depreciation/Amortization Expense

–

–

(5
)

(5
)

(10
)

 Net Income

$
–

$
–

$
–

$
–

$
–

 Balance Sheet

 Cash - Beginning Balance

$
–

$
–

$
(10
)

$
(5
)

NA

 Activity

(10
)

5

5

NA

 Cash - Ending Balance

$
–

$
(10
)

$
(5
)

$
–

NA

 Regulatory Asset - Beginning Balance

$
–

$
–

$
10

$
5

NA

 Activity

$
10

$
(5
)

$
(5
)

NA

 Regulatory Asset - Ending Balance

$
–

$
10

$
5

$
–

NA

 Classification within investing activities

We believe the most appropriate presentation of cash outflows associated with non-legal removal costs is as an investing activity. We
acknowledge that cash outflows for asset retirement obligations (“AROs”) should be classified as operating cash flows and we have done so with our recorded AROs ($10.8 million at 12/31/15). We believe there are inherent differences between
cash outflows for cost of removal and costs associated with ARO’s that, by their nature, justify classification as investing activities. AROs are typically limited to situations where there is a legal obligation to remove or dispose of the
asset at the end of its useful life. In contrast, cost of removal in our business is primarily associated with the replacement and removal of a fixed asset or asset components that continue to operate our larger water or wastewater systems. As costs
of removal are typically related to the replacement of an existing asset with a new asset, we believe that cost of removal should be classified in the same manner as the cash flows associated with the replacement assets.

We recognize that the outflows associated with costs of removal activities have aspects of more than one class of cash flows. ASC
230-10-45-22 recognizes that the most appropriate classification of any item may not always be clear. In these cases, the appropriate classification should be based on the nature of the activity most likely to be the predominant source of cash
flows. The cash outflows related to costs of removal activities that we classify as investing activities relate to replacements of assets. We believe this can be viewed similar to site preparation and installation costs which would qualify as
investing activities as in most cases they are capitalized as an asset. ASC 230-10-20 defines investing activities to include making and collecting loans and acquiring and disposing of debt or equity instruments and property, plant, and equipment
and other productive assets, that is, assets held for or used in the production of goods or services by the entity (other than materials that are part of the entity’s inventory). Additionally, ASC 230-45-13(c) indicates that payments at the
time of purchase or soon before or after purchase to acquire property, plant and equipment and other productive assets are cash outflows for investing activities. We believe that our non-legal removal costs meet these definitions and as such
qualify as an investing activity.

 We believe the classification of non-legal removal costs as an investing activity is comparable with
others in the utility industry. Based on our research, as well as discussions with an association representing most U.S. investor-owned electric utilities, we believe the classification of costs of removal as an investing activity is the
predominant practice in the utility industry.

 If you have any questions regarding the Company’s responses or otherwise wish to
address these matters further, please contact me at (856) 309-4663.

 Sincerely,

 /s/ Linda G. Sullivan

 Linda G. Sullivan

 Executive Vice President and Chief Financial Officer

 American Water Works Company, Inc.

Mail Stop 3561
        May 9, 2016

Linda G. Sullivan
Executive Vice President and Chief Financial Officer
American Water Works Company, Inc.
1025 Laurel Oak Road
Voorhees, NJ 08043

Re: American Water Works Company, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2015
Response dated May 3, 2016
File No. 001 -34028

Dear Ms. Sullivan :

We have reviewed  your May 3, 2016  response to our comment  letter  and have the
following comment .  In our comment , we may ask you to provide us with information so we may
better understand your disclosure.

Please respond to this comment  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you w ill respond.  If you  do not believe our
comment appl ies to your facts and circumstances, please tell us why in your response.

After reviewing your response to this comment, we may have additional comments.
Unless we note otherwise, our references to prior comments are to comments in our April 20,
2016  letter .

Form 10 -K for the Fiscal Year Ended December 31, 2015

Financial Statements and Supplementary Data

Consolidated Statement of Cash Flows, page 66

1. We have read your response to comment 2 and  have the following comments:

 Please provide us with the complete set of journal entries you record related to your
removal costs.   Your statement that you “capitalize costs of removal by charging
accumulated depreciation as expenditures are incurred” sug gests that you do not receive
rate recovery of such costs until you actually incur the expenditures as opposed to being
included in rates and expensed over the life of the asset prior to removal.   Please clarify if
our understanding is not correct.   If our  understanding is correct, please advise us why

Linda G. Sullivan
American Water Works Company, Inc.
 May 9 , 2016
 Page 2

 regulatory liabilities also exist for non -legal removal costs.  Please ensure that you
include the reason(s) for the entries made to initially record removal costs, upon the
creation and amortization of relat ed regulatory assets and/or liabilities, the recording of
associated expense, including the timing, and the incurrence of removal expenditures.

 Please clarify why your investing activity classification of non -legal removal costs should
be accorded diffe rent classification than legal removal costs required to be presented
within operating activities pursuant to ASC 230 -10-45-17(e) .

You may contact Andrew Blume, Staff Accountant at (202) 551 -3254 or Melissa Blume,
Staff Accountant at (202) 551 -7128, if you have questions regarding comments on the financial
statements and related matters.  Please contact me at (202) 551 -3737 with any other questions.

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief
Office of Consumer Prod ucts

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 [AMERICAN WATER WORKS COMPANY, INC. LETTERHEAD]

Linda Sullivan

Executive Vice President & CFO

1025 Laurel Oak Road

Voorhees, NJ 08043

856-309-4663 - Office

Linda.sullivan@amwater.com

May 3, 2016

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

 Attention: Jennifer Thompson

Re:
American Water Works Company, Inc.

 Form 10-K for the Fiscal Year Ended
December 31, 2015

 Filed February 26, 2016

File No. 001-34028

 Dear
Ms. Thompson:

 On behalf of American Water Works Company, Inc. (“we”, “us”, “our”, or the “Company”), this
letter responds to the letter dated April 20, 2016 from the staff (the “Staff”) of the United States Securities and Exchange Commission (the “Comment Letter”) to Linda G. Sullivan, Executive Vice President and Chief
Financial Officer of American Water Works Company, Inc., related to the above-referenced Form 10-K filed by the Company.

 We respectfully submit the
following responses to the comments contained in the Comment Letter. For your convenience, each heading and comment from the Comment Letter has been reproduced below in bold, followed by the Company’s response to each such comment.

Form 10-K for the Fiscal Year Ended December 31, 2015

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Liquidity and Capital Resources

 Cash Flows Provided by
Operating Activities, page 45

1.
We note your disclosure that cash flows from operations increased in 2015 primarily due to higher net income. Please provide a more informative analysis and discussion of operating cash flows. In doing so, explain
the underlying reasons and implications of material changes between periods, including changes in working capital components, to provide investors with an understanding of trends and variability in cash flows. Please ensure your discussion and
analysis is not solely a recitation of changes evident from the financial statements. Refer to Item 303(a) of Regulation S-K and Item 1 of Section IV.B of SEC Release No. 33-8350.

 United States Securities and Exchange Commission

Division of Corporation Finance

 May 3, 2016

 Page
 2

 Response:

The company acknowledges the Staff’s comment.

The summary table on page 45 in Management’s Discussion and Analysis of Financial Condition and Results of Operations –Liquidity and
Capital Resources-Cash Flows Provided by Operating Activities, was intended to better assist the reader in understanding the changes in cash flows from operating activities with the material change being a $53 million increase in net income. The
main drivers of this increase were described in Management’s Discussion and Analysis of Financial Condition and Results of Operations – Consolidated Results of Operations and included higher operating revenue, partially offset by higher
operation and maintenance expense. To a lesser extent, there was an increase in non-cash activities driven mainly by an increase in pension/post-retirement benefit expense and higher deferred taxes. Pension/post-retirement benefit expense increased
in 2015 due to changes in actuarial assumptions, including adoption of new mortality tables. The increase in deferred taxes was due to accelerated tax depreciation related to infrastructure investments. Offsetting these non-cash increases were
changes in working capital. We do not believe that the changes, other than the change in net income, were material to an understanding of the change in cash flows from operations during 2015. In future filings, where net income is a material factor
in changes of cash flows from operations, we will include a discussion of changes in net income, or a cross-reference to the discussion in Management’s Discussion and Analysis of Financial Condition and Results of Operations- Consolidated
Results of Operations. Also, in future filings, we will provide in additional detail in the Liquidity and Capital Resources section of Management’s Discussion and Analysis of Financial Condition and Results of Operations the underlying reasons
and implications of material changes between periods in non-cash activities and changes in working capital.

 Financial Statements and Supplementary
Data

 Consolidated Statement of Cash Flows, page 66

2.
We note that you categorized removal costs from property, plant and equipment retirements, net as an investing activity. Please tell us the nature of these expenditures and why you believe that such expenditures
should be classified within investing activities, rather than operating activities.

 Response:

The Company acknowledges the staff comments and will describe the nature of these expenditures and why we believe such expenditures should be
classified within investing activities below.

 United States Securities and Exchange Commission

Division of Corporation Finance

 May 3, 2016

 Page
 3

 Nature of Expenditures

Removal costs from property, plant and equipment retirements, net, or “cost of removal” are related to our rate regulated businesses.
As defined by the National Association of Regulatory Utility Commissioners Uniform System of Accounts, “cost of removal” represents the costs of demolishing, dismantling, tearing down or otherwise removing utility plant, including the cost
of transportation and handling incidental thereto. Like most water and other utilities, our removal costs are not representative of legal obligations to replace, but rather are associated with the removal of a fixed asset or asset component so that
it can be replaced with another fixed asset or asset component. Due to our use of the composite method of depreciation, and consistent with the Uniform System of Accounts and manner in which such costs are recovered through rate regulation, we
capitalize costs of removal by charging accumulated depreciation as expenditures are incurred. Removal costs are included in regulatory assets or liabilities balances and regulators allow us to recover the cost of that investment through customer
rates over the estimated useful life through composite depreciation and the opportunity to earn a return on that investment.

Classification within investing activities

ASC 230-10-20 defines investing activities to include making and collecting loans and acquiring and disposing of debt or equity
instruments and property, plant, and equipment and other productive assets, that is, assets held for or used in the production of goods or services by the entity (other than materials that are part of the entity’s
inventory).” Additionally, ASC 230-45-13(c) indicates that payments at the time of purchase or soon before or after purchase to acquire property, plant and equipment and other productive assets are cash outflows for
investing activities. As such and since the cost of removal is associated with the replacement of assets, we believe that it is appropriate to classify our cost of removal in the same manner as the cash flows associated with those replacement
assets, which is in the investing section of the cash flow.

 In summary, we classify cost of removal expenditures within investing
activities based on our public utility commissions’ treatment and viewpoint on these expenditures, the fact that our classification coincides with the treatment of capitalized plant costs as well as the guidance provided within ASC 230. Lastly,
we believe that our classification of cost of removal expenditures is consistent with other rate-regulated utilities that utilize composite depreciation and, as such, also provides comparability of our cash flows with other similar issuers in the
utility industry.

 As requested in the Comment Letter, we hereby acknowledge that:

•

the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

 the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any
person under the federal securities laws of the United States.

 United States Securities and Exchange Commission

Division of Corporation Finance

 May 3, 2016

 Page
 4

 If you have any questions regarding the Company’s responses or otherwise wish to address these matters
further, please contact me at (856) 309-4663.

 Sincerely,

/s/ Linda G. Sullivan

 Linda G. Sullivan

Executive Vice President and Chief Financial Officer

 American
Water Works Company, Inc.

Mail Stop 3561
April 2 0, 2016

Linda G. Sullivan
Executive Vice President and Chief Financial Officer
American Water Works Company, Inc.
1025 Laurel Oak Road
Voorhees, NJ 08043

Re: American Water Works Company, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2015
Filed February 26, 2016
File No. 001 -34028

Dear Ms. Sullivan :

We have limited our review  of your filing  to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for the Fiscal Year Ended December 31, 2015

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Liquidity and Capital Resources

Cash Flows Provided by Operating Activities, page 45

1. We note your disclos ure that cash flows from operations increase d in 2015 prim arily due
to higher net income.   Please provide a more informative analysis and discussion of
operating  cash flows.  In doing so, explain the underlying reasons and implications of
material changes betw een periods , including changes in working capital components, to
provide investors with an understanding of trends and variability in cash flows.  Please
ensure your discussion and analysis is not solely a recitation of changes evident from the
financial s tatements.  Refer to Item 303(a) of Regulation S -K and Item 1 of Section IV.B
of SEC Release No. 33 -8350.

Linda G. Sullivan
American Water Works Company, Inc.
 April 20 , 2016
 Page 2

 Financial Statements and Supplementary Data

Consolidated Statement of Cash Flows, page 66

2. We note that you categorized removal costs from property , plant and equipment
retirements,  net as an investing activity.  Please tell us the nature of these expenditures
and why you believe that such expenditures should be classified within investing
activities, rather than operating activities.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its m anagement are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from  taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Andrew Blume, St aff Accountant at (202) 551 -3254 or Melissa Blume,
Staff Accountant at (202) 551 -7128 , if you have questions regarding comments on the financial
statements and related matters.  Please contact me a t (202) 551 -3737 with any other questions.

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief
Office of Consumer Products

May 22, 2013

Via E -mail
Jeffry Sterba
President and Chief Executive Officer
American Water Works Company, Inc.
1025 Laurel Oak Road
Voorhees, New Jersey 08043

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. 001 -34028

Dear Mr. Sterba :

We have completed our review of your filings .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include the
information the Secur ities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Andrew D. Mew

Andrew D. Mew
Accounting Branch Chief

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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

April 24, 2013

Via E -mail
Jeffry Sterba
President and Chief Executive Officer
American Water Works Company, Inc.
1025 Laurel Oak Road
Voorhees, New Jersey 08043

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. Sterba :

We have reviewed your filing s and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing s, by
providing the requested  information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

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
prese nt 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

 Jeffry Sterba
 American Water Works Company, Inc.
 April 24, 2013
 Page 2

 any other information reflected in selected financial data, such as business comb inations
or dispositions of business operations.

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 o f 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”) resul ting 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.

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 calcu lation 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 re coverable through rates.

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

 Jeffry Sterba
 American Water Works Company, Inc.
 April 24, 2013
 Page 3

 project.  You also state t hat 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.

 Tell us whether the amount of net capital expenditures you disclose on pa ges 64
and 65 include funds that were contributed to you in addition to investor supplied
funds.  If they are included, then tell us and disclose the amount. If applicable, tell
us what consideration was given to separately disclosing the amounts which wer e
excluded from rate base.

 Explain to us the GAAP basis for recording contributed amounts as assets and the
CIAC amounts as a liability citing any relevant accounting literature.  In your
response, please tell us whether there is any possible scenario in which the
property asset could be converted back into cash or potentially refundable to the
party that provided the original funds.  Please also advise how such assets
represent future economic benefits you expect to receive from a cash flow basis.
Lastly,  tell us if there are any industry peers netting the retained contributions
against the related plant balance similar to other regulated industries.

 Tell us if the contributed amounts are classified within restricted funds during the
period they have n ot been spent.  If not, explain your basis for unrestricted
classification.

 Please tell us the amount of gross and net PP&E that was funded by CIAC as of
December 31, 2012 and 2011.  Additionally, please tell us what consideration was
given to disaggreg ating your recorded PP&E balance within your footnotes and
MD&A on a supplemental basis to illustrate amounts excluded from rate base.

 Please discuss the extent to which your accounting policy is impacted by
regulatory requirements and whether such requirements are consistent across the
jurisdictions your regulated subsidiaries serve.  If the requirements are not
consistent across jurisdictions, then tell us how you considered this in determining
your one accounting policy for all CIAC.

 We note that  you have presented the CIAC line item outside of the subtotal of
total regulatory and other long -term liabilities.  Please explain the basis for your
presentation.

 Jeffry Sterba
 American Water Works Company, Inc.
 April 24, 2013
 Page 4

Note 3. Acquisitions and Divestitures, page 95

5. Please summarize for us and disclose how t he fiscal 2012 income tax provision of $7.8
million was calculated.  In this regard, we note you recorded a pre -tax loss as it relates to
your discontinued operations.

Exhibit Index , page 141

6. Please file complete copies of material agreements, includin g all exhibits, schedules and
attachments.  Please refer to Item 601(b)(10) of Regulation S -K.  In this regard, we note
that you have not included all of the schedules and/or exhibits to Exhibit 10.1, which is
incorporated by reference to Exhibit 99.1 to y our Form 8 -K filed October 31, 2012.
Please note that this comment applies to all exhibits filed pursuant to Item 601(b)(10) of
Regulation S -K.

Definitive Proxy Statement on Schedule 14A

Compensation Discussion and Analysis, page 24

Determination of In dividual AIP Awards for NEOs, page 32

7. We note your disclosure on page 33 that the board “assessed Mr. Sterba’s performance as
‘exceeding expectations’ and awarded him an AIP payment of $970,500.”  Please revise
your disclosure to explain the way in which the board’s evaluation of Mr. Sterba as
“exceeding expectations” resulted in an AIP payment of $970,500.  Please refer to Item
402(b)(1)(v) of Regulation S -K.  In doing so, please discuss the way(s) in which the
Corporate Multiplier informed the board’s de cision with respect to Mr. Sterba’s AIP
payment.  Please also discuss generally the impact of the Corporate Multiplier on the
awards granted under the company’s annual incentive program, including the amount by
which awards can be adjusted to account for t he individual performance factors referred
to in this section.  Finally, please discuss the reason(s) that the board determined that Mr.
Sterba had “exceeded expectations.”  We may have further comment upon reviewing
your response.

8. We note your disclosure  on page 33 regarding the structure of Mr. Lynch’s award.
Please disclose the way in which you determined that “[t]he performance of regulated
operations resulted in achievement equal to 130.6% of target performance.”  In doing so,
please disclose the tar gets applicable to any of the enumerated goals and the resulting
performance related to any such target.  Please refer to Item 402(b)(1)(v) of Regulation
S-K.

 Jeffry Sterba
 American Water Works Company, Inc.
 April 24, 2013
 Page 5

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the compa ny and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the co mpany
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing s;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect  to the filing s; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Jarrett Torno, Staff Accountant,  at (202) 551 -3703  or Robert Babula,
Staff Accountant,  at (202) 551 -3339  if you have questions regarding comments on the financial
statements and related matters.  Please contact Lisa Kohl, Staff Attorney, at (202) 551 -3252  or
Lilyanna Peyser, Special Counsel,  at (202) 551 -3222 if you have questions regarding any other
comments.  You may contact me at (202) 551 -3720  with any other questions.

Sincerely,

 /s/ Andrew D. Mew

Andrew D. Mew
Accounting Branch Chief

July 12, 2012

Via E -mail
Jeffry Sterba
President and Chief Executive Officer
American Water Works Company, Inc.
1025 Laurel Oak Road
Voorhees, NJ  08043

Re: American Water Works Company, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2011
Filed February 28, 2012
File No. 1 -34028

Dear Mr. Sterba :

We have completed our review of your filing. We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States. We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing  include s the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Andrew D. Mew

Andrew D. Mew
Accounting Branch Chief

CORRESP
1
filename1.htm

SEC LETTER

 AMERICAN WATER WORKS COMPANY, INC.

 Kellye L. Walker

Chief Administrative Officer,

General Counsel and Secretary

1025 Laurel Oak Road

Voorhees, NJ 08043

E kellye.walker@amwater.com

 P 856.346.8200

 F 856.346.8217

 June 20, 2012

 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 l0-K for the Fiscal Year Ended December 31, 2011

Filed February 28, 2012

File No. 1-34028

 Dear Mr. Mew:

 We are providing this letter to respond to the staff comments contained in your June 6, 2012 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 is set forth in boldface type and is followed by the Company’s response.

Form l0-K for the Fiscal year Ended December 31, 2011

 Business, page 3

 Employee Matters, page 20

1.
We note the statement that “[t]here have been no work stoppages with respect to [the five local union contracts that expired on December 31, 2011].”
We also note that the National Labor Relations Board issued a complaint against you on July 29, 2011 with respect to cases between Pennsylvania American Water Company and Utility Workers Union of America, System Local No. 537, AFL-CIO.
Please provide us with your analysis for why you did not believe the facts set forth in such complaint constituted a “work stoppage.” Please also provide us with your analysis for why you did not believe that the complaint, itself, was
material information required to be disclosed pursuant to Exchange Act Rule 12b-20. Please include in such analysis why you believed that the complaint issued by the National Labor Relations Board in January 2012 was material, and accordingly, was
disclosed, but the aforementioned complaint was immaterial.

 Response:

 The complaint filed on July 29, 2011 (the “2011 Complaint”) by the National Labor Relations Board (the “NLRB”) involved limited activities pertaining to employees of Pennsylvania
American Water Company (“PA American Water”) that had no effect on the continuing operations of the facilities where they worked. Specifically, the 2011 Complaint involved the refusal, during three separate days in January 2011, by an
aggregate of fewer than 10 employees of water treatment plants operated by PA American Water to cross a picket line. The picket line was set up by employees who were members of the Utility Workers Union of America, System Local No. 537, AFL-CIO
(the “Union”) and worked at other Pennsylvania American Water Company facilities. In every instance, employees on duty at a picketed water treatment plant who were waiting to be relieved at the end of their shift were relieved by
supervisors or managers when the scheduled relief employees refused to cross the picket line. There was no interruption in operations at any of the facilities. The Company employs approximately 7,000 people.

In addition, the violations of law alleged in the 2011 Complaint were unlikely to have, and have not had, a material impact on us. In
essence, the 2011 Complaint makes unfair labor practice claims with respect to the following matters: (1) a communication between a supervisor and an employee, and a letter (from a supervisor to the Union, copies of which were posted at various
water treatment plants where Union-represented employees work), that allegedly constituted threats of reprisals to employees who honored the picket lines; (2) the allegedly improper removal from bulletin boards in PA American Water facilities
of Union literature (a copy of a letter from the Union President to PA American Water’s senior director of production); and (3) a communication between a supervisor and a plant operator who was a Union official that allegedly constituted a
threat of reprisal if the plant operator reposted the Union President’s letter. Even if the claims made in the 2011 Complaint ultimately are upheld, we believe they are very unlikely to result in monetary damages or otherwise have any material
consequences for us. In fact, despite a subsequent administrative law judge’s decision finding that PA American Water committed unfair labor practices (PA American Water is appealing the decision), no monetary sanctions have been ordered. PA
American Water generally has been ordered to cease and desist from actions of the type alleged in the 2011 Complaint, to repost the letter of the President of the Union, and to post at its Pennsylvania facilities and, if PA American Water
customarily communicates electronically with its employees, electronically communicate an informational notice relating to the matter. While PA American Water is determined to vigorously contest the decision, we continue to believe that this matter
simply is not material to our investors.

 In addition, the 2011 Complaint is not required to be disclosed pursuant to Exchange
Act Rule 12b-20. That rule requires disclosure of “material information” that is necessary to make required statements that are made, in light of the circumstances under which they were made, not misleading. But, as noted above, the
information regarding the 2011 Complaint simply is not material. As noted above, the 2011 Complaint involves the failure of a small number of employees to cross a picket line (which had no effect on ongoing operations), and unfair labor practice
claims that, as demonstrated by the administrative law judge’s decision on the matter, are very unlikely to ultimately result in material sanctions. Moreover, even if the very limited activities addressed in the 2011 Complaint constituted a
work stoppage, any work stoppage that occurred was immaterial. To avoid any ambiguity in future filings, if similar events were to occur, and assuming that there are no other developments that mandate different disclosure, we will state that there
have been no material work stoppages.

 On the other hand, we believe that the NLRB Complaint issued in January 2012 (the
“January 2012 Complaint”) is considerably more significant than the 2011 Complaint. As described in the Form 10-K, the January 2012 Complaint relates to a new national benefits program that we implemented on January 1, 2011, in
accordance with terms of our “last, best and final” offer, after we were unable to negotiate a new national benefits agreement with most of the labor unions representing employees in our Regulated Businesses. The medical benefits program
covers approximately 3,300 employees. If a decision adverse to us is made with respect to the January 2012 Complaint, a potential remedy is the restoration of the national benefits program as in effect prior to the implementation of our last, best
and final offer. This would involve a rollback of employee health benefit contributions to levels in effect prior to 2010, resulting in an approximately seven percent increase in our share of health benefit costs. The amount of such an increase in
our benefit obligations, on a pre-tax basis, would be approximately $3.3 million for 2011 and $4.0 million in 2012.

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

 Continue Improvement in O&M
Efficiency Ratio for our Regulated Businesses, page 45

2.
Refer to your non-GAAP measure regulated O&M efficiency ratio. Please expand your reconciliation to reconcile total regulated O&M expense used to calculate
this non-GAAP measure to the line item entitled operation and maintenance expense on your Consolidated Statements of Operations and Comprehensive Income (Loss). In this regard, we note your total regulated operating revenue is reflected in your Note
21, Segment Information.

 Response:

In future filings, we will expand our disclosure to reconcile operations and maintenance expense, as reported on our Consolidated
Statements of Operations and Comprehensive Income (Loss), to Regulated O&M expense.

 Set forth below is an illustration of
the form of revised reconciliation to be used in future filings:

 The following table provides: (i) a reconciliation of
Operations and Maintenance expense, as reported in our Consolidated Statements of Operations and Comprehensive Income (Loss), to Adjusted O&M expense; (ii) a reconciliation of Net Operating Revenues as reported in the segment information
included in Note 21 to the Consolidated Financial Statements, to Adjusted Operating Revenues – Regulated; and (iii) the Regulated O&M efficiency ratio (Adjusted O&M expense divided by Adjusted Operating Revenues –
Regulated) for the years ended December 31, 2011, 2010 and 2009:

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

For the Years Ended December 31,

($ in thousands)

2011

2010

2009

 Total Operation and maintenance

$
1,301,794

$
1,290,941

$
1,182,376

 Less:

 O&M expense – Market-Based Operations

278,459

256,634

209,084

 O&M expense – Other

69,276

61,139

63,273

 Total O&M expense – Regulated

1,092,611

1,095,446

1,036,565

 Less: Regulated purchased water expense

99,008

99,834

89,502

 Adjusted O&M expense – Regulated (a)

$
993,603

$
995,612

$
947,063

 Total Operating Revenues

$
2,666,236

$
2,555,035

$
2,290,446

 Less:

 Operating revenues – Market-Based

327,815

294,723

238,180

 Operations

 Operating revenues – Other

(30,470
)

(25,344
)

(24,297
)

 Total Operating Revenues – Regulated

2,368,891

2,285,656

2,076,563

 Less Regulated purchased water expense*

99,008

99,834

89,502

 Adjusted Operating Revenues – Regulated (b)

$
2,269,883

$
2,185,822

$
1,987,061

 Regulated O&M efficiency ratio (a)/(b)

43.8%

45.5%

47.7%

*
Calculation assumes purchased water revenues approximate purchased water expense.

 Consolidated Balance Sheets, page 89

3.
Tell us the nature and the various component amounts of “other current liabilities” in the consolidated balance sheets. Note that any item in excess of 5%
of the total current liabilities should be separately identified on the face of the consolidated balance sheet or in a note thereto in accordance with Rule 5-02.20 of Regulation S-X.

Response:

Other current liabilities are short-term in nature. The balance includes various accrued expenses we expect to satisfy within the next 12
months. The components of these accrued expenses include, but are not limited to, dividends payable (disclosed in Note 9 on page 107) and accrued employee related expenses, including incentive plans, accrued wages, accrued payroll tax withholdings,
and accrued severance. Also included are accrued production costs, such as purchased water, accrued power expenses, accrued paving costs, and waste disposal and contract billings in excess of costs incurred primarily in the Company’s
market-based segment. Additionally other current liabilities includes customer advances for construction and amounts collected for others that are related to billing and collection services for third parties such as municipalities and local
governments in areas in which we provide service.

 At December 31, 2011 and 2010, respectively, none of the various items described above
individually constituted more than 5% of total current liabilities as disclosed on our balance sheets. At December 31, 2011 the largest of these items was accrued employee related expenses which, in aggregate, constituted approximately 3.6%
($54.0 million) of total current liabilities ($1.489 billion), dividends payable 2.7% ($40.4 million), accrued production costs, in aggregate, 2.1% ($31.1 million), contract billings in excess of costs incurred 1.7% ($25.7 million), customer
advances for construction 1.3% ($18.7 million) and amounts collected for others, in aggregate, 0.9% ($13.8 million). At December 31, 2010 the largest of these items was accrued employee related expenses which, in aggregate, constituted
approximately 4.6% ($51.3 million) of total current liabilities ($1.106 billion), accrued production costs, in aggregate, 3.0% ($33.1 million), contract billings in excess of costs incurred 1.9% ($20.6 million), customer advances for construction
2.0% ($22.5 million) and amounts collected for others, in aggregate, 1.3% ($14.0 million).

 Note 7: Regulatory Assets and Liabilities, page
103

4.
Refer to your disclosure on page 104 where you state, “Other regulatory assets include certain deferred employee benefit costs, deferred treatment facility
costs, as well as various regulatory balancing accounts.” Explain to us and disclose the nature of each item and why you believe such items are recoverable under GAAP. Lastly, provide to us an example of a “balancing account” and
explain to us why it is being used.

 Response:

We believe that the items referenced in the disclosure on page 104, which are described below, will be recoverable in accordance with ASC
980-340-25-1, which states that an entity should capitalize all or part of an incurred cost that would otherwise be charged to expense if (1) it is probable (as defined in ASC 450) that future revenue in an amount at least equal to the
capitalized cost will result from inclusion of that cost in allowable costs for rate-making purposes and (2) based on available evidence, the future revenue will be provided to permit recovery of the previously incurred cost rather than to
provide for expected levels of similar future costs. We believe that future recovery of these previously incurred costs through rates is probable, as defined in ASC 450 as the future event or events are likely to occur, either because recovery of
the specific cost has been authorized by the applicable Public Utility Commission (“PUC”) or based on our judgment and experience within the states in which we operate.

Included in other regulatory assets are deferred employee benefit costs, which are primarily vacation costs. These deferrals typically
increase at the beginning of the year as new entitlements are accrued, with an offsetting deferral increasing the regulatory asset. As the year progresses, vacation usage reduces the accrual and the corresponding regulatory asset. These costs are
recoverable under GAAP as vacation costs are a normal component of labor costs, and we receive recovery of labor costs incurred in the states in which we operate. Deferred treatment facility costs represent recoverable costs incurred related to the
upgrade and expansion of a facility operated by our former Arizona subsidiary. The costs and related amortization were included in discontinued operations and were disposed in 2012. In future filings the Company will omit this item from the
disclosure, unless similar costs are deferred by the Company’s continuing operations.

 Regulatory balancing accounts occur where the PUC allows a specified level of operating
costs associated with the annual revenue requirement in rate-making. Generally there is a variance between the actual costs incurred and the cost levels permitted in rates. In these instances, per a specific PUC ruling relative to our regulated
subsidiary, the subsidiary will defer the cost variance as a regulatory item, either an asset or liability, depending on whether the actual costs exceeded (asset) or were less than (liability) the level of costs included in rates. There are various
types of costs where our regulated subsidiaries use balancing accounts, some examples include, purchased water expense, power costs, property tax expenses, and various other operating costs.

In the Regulatory Assets and Liabilities note, we will expand our disclosure in future filings to state that the other regulatory assets
are deferred because the amounts are being recovered in rates or are probable of recovery through rates in future periods.

 Note 15:
Employee Benefits, page 119

5.
Please explain to us how you calculate your market-related value of plan assets. Th

June 6, 2012

Via E -mail
Jeffry Sterba
President and Chief Executive Officer
American Water Works Company, Inc.
1025 Laurel Oak Road
Voorhees, NJ  08043

Re: American Water Works Company, Inc.
 Form 10-K for the F iscal Year Ended December 31, 2011
Filed February 28 , 201 2
File No. 1-34028

Dear Mr. Sterba :

We have reviewed your filing and have the following comments.  We have limited our
review to only your financial statements and related disclosures and do not intend to expand our
review to ot her portions of your documents.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to this lett er within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amen dment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Form 10 -K for the Fiscal Year Ended December 31, 2011

Business, page 3

Employee Matters, page 20

1. We note the statement that “[t]here have been no work stoppages with respect to [the five
local union contracts that expired on December 31, 2011].”   We also note that the
National Labor Relat ions Board issued a complaint against you on July 29, 2011 with
respect to cases between Pennsylvania American Water Company and Utility Workers
Union of America, System Local No. 537, AFL -CIO.   Please provide us with your
analysis for why you did not beli eve the facts set forth in such complaint constituted a
“work stoppage.”  Please also provide us with your analysis for why you did not believe
that the complaint, itself, was material information required to be disclosed pursuant to
Exchange Act Rule 12b -20.  Please include in such analysis why you believed that the

Jeffery Sterba
American Water Works Company, Inc.
June 6, 2012
 Page 2

 complaint issued by the National Labor Relations Board in January 2012 was material,
and accordingly, was disclosed, but the aforementioned complaint was immaterial.

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

Continue Improvement in O&M Efficiency Ratio for our Regulated Businesses, page 45

2. Refer to your non -GAAP measure regulated O&M efficiency ratio.  Please expand your
reconciliation to reconcile total regulated O&M expense used to calculate this non -GAAP
measure to the line item entitled operation and maintenance  expense on your
Consolidated Statements of Operations and Comprehensive Income (Loss).  In this
regard, we note your total regulated operating revenue is reflected in your Note 21.
Segment Information.

Consolidated Balance Sheets, page 89

3. Tell us the nature and the various component amounts of “other current liabilities” in the
consolidated balance  sheets.  Note that any item in excess of 5% of the total current
liabilities should be separately identified on the face of the consolidated balance sheet or
in a note thereto in accordance with Rule 5 -02.20 of Regulation S -X.
Note 7: Re gulatory Assets  and Liabilities, page 103

4. Refer to your disclosure on page 104 where you state, “Other regulatory assets include
certain deferred employee benefit costs, deferred treatment facility costs, as well as
various regulatory balancing accounts. ”  Explain to us  and disclose the nature of each
item and why you believe such items are recoverable under GAAP.    Lastly, provide to us
an example of a “balancing account” and explain to us why it is being used.
Note 15: Employee Benefits, page 119

5. Please explain to us how you calculate your market -related value of plan assets.  The
market -related value of plan assets is either fair value or a calculated value that
recognizes changes in fair value in a systematic and rational manner over not more tha n
five years. Different ways of calculating market -related value may be used for different
classes of assets (for example, an employer might use fair value for bonds and a five -
year-moving -average value for equities), but the manner of determining market -related
value is required to be applied consistently from year -to-year for each asset class.   Since
you have a choice and the method by which you calculate market -related value can have
an impact on net income, it should also be disclosed as an accounting p olicy.   Refer to the
Master Glossary of the FASB ASC.

Jeffery Sterba
American Water Works Company, Inc.
June 6, 2012
 Page 3

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our c omments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact  Robert Babula , Staff Accountant,  at (202) 551 -3339  or Donna Di
Silvio, Staff Accountant,  at (202) 551 -3202  if you have questions regarding comments on the
financial statements and related matters.  Please contact Charles Lee, Attorney -Advisor,  at (202)
551-3427 if you have a question regarding comment one.  Please contact me at (202) 551 -3720
with any other questions.

Sincerely,

 /s/ James Allegretto for

Andrew D. Mew
Accounting Branch Chief

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 -3561

       DIVISION OF
CORPORATION FINANCE

        July 9, 2010

By U.S.  Mail and facsimile t o (856) 346 -8217

Kellye L. Walker
Senior Vice President, General Counsel and Secretary
American Water Works Company, Inc.
1025 Laurel Oak Road
Voorhees, New Jersey 08043

Re: American Water Works, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2009
Filed March 1, 2010
Proxy Statement on Schedu le 14A
Filed March 26, 2010
 File No. 001 -34028

Dear  Ms. Walker:

We have completed our review of your filings and do not have any further comments
at this time.

Sincerely,

H. Christopher Owings
Assistant Director

CORRESP
1
filename1.htm

Correspondence

 AMERICAN WATER WORKS COMPANY, INC.

Kellye L. Walker

P 856.346.8355

Sr. Vice President,

F 856.346.8217

General Counsel and Secretary

1025 Laurel Oak Road

Voorhees, NJ 08043

E kellye.walker@amwater.com

 June 21, 2010

H. Christopher Owings, Assistant Director

Division of Corporation Finance

 Securities and
Exchange Commission

 Mail Stop 3561

100 F Street, NE

 Washington, DC 20549

Re:

American Water Works Company, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2009

Filed March 1, 2010

Form 10-Q for the Quarterly Period Ended March 31, 2010

Filed May 4, 2010

Proxy Statement on Schedule 14A

Filed March 26, 2010

 File No. 001-34028

 Dear Mr. Owings:

We are providing this letter to respond to the staff comments contained in your May 26, 2010 letter to Donald L. Correll. 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, 2009

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 40

Results of Operations, page 48

1.
We note your discussion of the use of the segment measure Adjusted EBIT in evaluating the performance of your reportable segments. In this regard, please provide a
reference here to the reconciliation of the measure to loss from continuing operations before income taxes as disclosed in Note 22.

 Response: In future filings, we will provide, in the segment discussion contained in
Management’s Discussion and Analysis of Financial Condition and Results of Operations, a reference to the financial statement footnote that contains the reconciliation of Adjusted EBIT to loss from continuing operations before income taxes.

 Item 8. Financial Statements and Supplementary Data, page 85

Note 2: Significant Accounting Policies, page 94

Noncontrolling Interests in Consolidated Financial Statements, page 101

2.
Please present consolidated net income/loss after adjustment for the net income attributable to the non-controlling interest or explain to us why you are not
required to do so. Reference made to FASB ASC 810-10-65-1(b)(2).

 Response: Income
attributable to non-controlling interest is limited to the dividends on the preferred shares without mandatory redemption presented in the stockholders’ equity section of the balance sheets included in our consolidated financial statements. As
disclosed in Note 10 to our consolidated financial statements, the annual dividends on the preferred shares were approximately $225,000 for each of the periods presented. Therefore, as stated under the caption, “Noncontrolling Interests in
Consolidated Financial Statements,” in Note 2 to our consolidated financial statements (on page 101 of our annual report on Form 10-K), “dividends on these preferred shares have not been reflected separately on the Company’s
Statements of Operations or the Company’s Statements of Comprehensive Loss, as the amounts are not considered material.” In this regard, FASB ASC 105-10-05-6 states: “The provisions of the Codification need not be applied to
immaterial items.” Accordingly, we do not believe that we are required to present consolidated net income/loss after adjustment for the net income attributable to the non-controlling interest.

Note 4: Utility Plant, page 103

3.
We noted the wide range of useful lives you used for depreciating certain water plant assets. For example, we note the wide range of source supply assets’
useful lives from 7 to 127 years as well as similar wide ranges for other water plant assets. We note the useful lives of 127 years appear to be high for depreciation as compared to your industry peers. In this regard, please explain to us if the
state regulators have assessed the reasonableness of their useful lives for depreciation in their corresponding rate making processes. If so, please disclose this fact. If not, please explain to us why their estimated useful lives are reasonable
given your facts and circumstances. In your response, also clarify for us the nature of the water plant assets that fall within the low end and high end of the ranges and the apparent significant increase in their useful lives since
December 31, 2007.

 Page 2 of 11

 Response: Annual depreciation is an operating expense that regulated utilities are
entitled to recover in rates charged for utility service. As such, annual depreciation expense is reviewed by utility regulators in rate proceedings and, in some states, annual depreciation rates are filed with and reviewed by regulators each year
whether or not a rate increase has been requested. State utility regulatory commissions are required to establish rates that are “just and reasonable” and, to that end, must assure that utilities are allowed to recover all of their claimed
expenses that are prudently incurred and reasonable in amount. Accordingly, a state commission must assure that depreciation expense, no more or less than any other expense included in the determination of allowable revenue, is reasonable. In the
exercise of this authority, state commissions can, and in the past have, established service lives and annual accrual rates different from those proposed by us. Generally, our regulated subsidiaries record depreciation based on the service lives and
annual accrual rates submitted to, and explicitly or implicitly approved by, their respective state regulatory commissions. State utility commissions, either by regulation or by historical precedent in litigated rate proceedings, may require water
utilities to base their claims for annual depreciation on studies of the service lives of property included in their rate base. Such service life studies generally employ well-defined, uniformly applied, actuarial methods to analyze historical
patterns of retirement, and by regression analysis, tempered by engineering judgment, project the average service lives used to calculate annual depreciation rates. Service life studies are company-specific and reflect the operating methods,
property mix, and location-specific factors that affect the property in each system studied. Consequently, both historical actual and projected future rates of retirement, and resulting service life estimates, can be different from system to system.

 In future filings we will disclose that the Company’s regulated utility subsidiaries record depreciation in conformity
with amounts approved by state regulators after regulatory review of information that we submit to support our estimates of useful lives.

The useful lives of our water plant assets vary due to their nature, size and complexity. The range of lives is reflected in the final
rate orders issued by the applicable state regulatory agencies. The increases in useful lives since December 2007 were primarily the result of useful lives assigned to new assets approved in rate orders received in 2008 and 2009. Set forth below is
information regarding the characteristics of the water plant assets at the low end and high end of useful lives range in each of the water plant asset categories set forth in Note 4 to our consolidated financial statements where the high end of the
useful lives range increased since December 2007:

 Sources of supply:

The assets at the low end of the range are HVAC equipment contained in a well house. The asset at the high end of the range is a river
intake asset.

 Page 3 of 11

 Treatment and pumping facilities:

The assets at the low end of the range are carbon filter media. The assets at the high end of the range are concrete basin filter
structures.

 Transmission and distribution facilities:

The assets at the low end of the range are tank repainting costs. The assets at the high end of the range are water mains.

General structures and equipment:

The assets at the low end of the range are computer software. The assets at the high end of the range are warehouse structures.

 The costs of the assets at the low and high ends of the depreciable life ranges are not material to the cost of the water
plant assets referenced above. In most cases, the cost of these individual assets is less than one percent of the aggregate cost of the related asset category.

Note 14: Income Taxes, page 119

4.
We note your disclosure of the potential limitations imposed on net operating loss (NOL) carryforwards under Internal Revenue Code (I.R.C.) Section 382 in light
of the ownership change resulting from RWE divesture of your common stock during 2009. We also note the disclosure of your belief that the IRC rule should not preclude your use of the NOL carryforwards. In this regard, please explain to us your
basis in supporting your conclusion that it is more likely than not you are able to fully utilize the existing NOL carryforwards.

Response: Our position that the pre-ownership change NOLs will more likely than not be fully utilized before the expiration of the
statute of limitations is based on the size and expiration dates of our pre-ownership change net operating loss carryforwards (NOLs), the amount of the annual limitation on our ability to offset the pre-ownership change NOLs and our projection of
future taxable income.

 Our pre-ownership change NOLs were approximately $905.1 million at December 31, 2009. All of these
NOLs expire between

 Page 4 of 11

2024 and 2029, and approximately $837 million of the NOLs will not begin to expire until 2028. By applying the regulations promulgated under Section 382 of the Internal Revenue Code, we
calculated an annual limitation of approximately $99.4 million on our ability to offset pre-ownership change NOLs. Finally, we currently project future taxable income from profitable operations and substantial deferred tax liability reversals that
will be sufficient to enable us to offset the pre-ownership change NOLs prior to their expiration.

5.
Refer to the unrecognized tax benefits rollforward schedule on page 121. We note the significant increase in your unrecognized tax benefits from $1.3 million as
of January 1, 2009 to $112 million as of December 31, 2009. We note that the increase was due to the increase in prior and current year tax positions of $88.2 million and $22.6 million, respectively, during 2009. With a view
towards transparent disclosure, tell us and disclose the facts and circumstances leading to these increases.

Response: As stated in Note 14 to our consolidated financial statements, in December 2008, we filed a request with the Internal
Revenue Service (“IRS”) to change our tax accounting method for repair and maintenance costs on our utility assets (specifically, transmission and distribution assets).

We filed the 2008 tax return in September 2009 and prepared our 2009 tax computation reflecting the expected benefits of the change in tax
accounting method. To date, the IRS has not responded to our position taken in the 2008 filed tax return, nor have we filed our 2009 tax return. Therefore, it is possible that the IRS may challenge our application of the related Treasury Regulations
and deny a portion of the deductions taken on our 2008 tax return. To address this possibility, as well as the possibility that benefits related to the same change in tax accounting method expected to be included in the 2009 tax return also would be
challenged, we performed analyses to estimate the amount of the tax benefit which we expect will meet the more likely than not threshold set forth in FASB ASC 740-10-30-24; the remaining amount was reflected in the increase in the unrecognized tax
benefit.

 The increases in prior period tax positions set forth in the unrecognized tax benefits roll forward schedule were
based on an analysis performed at the time of the 2008 tax return was filed. The increases in current period tax positions represent the uncertain tax positions primarily related to tax benefits expected to be included in the 2009 tax return and
were based on an analysis performed in the first quarter of 2010. These unrecognized tax benefits principally result from the change in tax accounting method described above. At December 31, 2009, the unrecognized tax benefits for the prior and
current periods associated with the change in tax accounting method were approximately $88.2 million and $15.9 million, respectively.

 Page 5 of 11

 We increased the current period tax position in the unrecognized tax benefits roll forward
schedule by an additional $6.7 million to reflect another position we expect to take when we file our 2009 federal and state income tax returns, which we anticipate will occur in September and October 2010, respectively. The tax position relates to
our interpretation and application of Section 263 of the Internal Revenue Code (and related Department of Treasury regulations), regarding the deductibility of a portion of the costs paid by us in connection with RWE’s acquisition of our
stock.

 Although the actual text of the disclosures to be included in future filings will be subject to facts and circumstances
existing at the time of the relevant filings, we intend to clarify, in the paragraph immediately preceding the unrecognized tax benefits roll forward schedule, that our change in tax accounting method for repairs and maintenance costs on our utility
plant assets was the primary cause of the increases in our unrecognized tax benefit positions.

 Exhibits

6.
We note that Exhibit 10.3, the credit agreement dated September 15, 2006, was not filed in its entirety. Please refile the complete exhibit, including all
of the schedules and exhibits. We note that while Item 601(b)(2) of Regulation S-K permits you to omit schedules (or similar attachments) if they do not contain information which is material to an investment decision or which is already
disclosed in the agreement or disclosure document, there is not a similar provision in Item 601(b)(10) of Regulation S-K.

Response: We will refile the complete exhibit, including all of the schedules and exhibits, in our quarterly report on
Form 10-Q for the quarterly period ended June 30, 2010.

 Exhibits 31.1 and 31.2

7.
Your certifications should appear exactly as set forth in Item 601(b)(31) of Regulation S-K. Please revise your certifications to include the internal control
over financial reporting language from the introductory portion of paragraph 4 and the language specified in paragraph 4(b). Please file an amended Form 10-K for the fiscal year ended December 31, 2009 and Form 10-Q for the
quarterly period ended March 31, 2010. Please include the full Item 9A of Form 10-K and Item 4 of Form 10-Q disclosures, including all the changes based on our comments in this letter, complete financial statements, and
complete currently dated management certifications, which refer to the Form 10-K/A or the 10-Q/A as appropriate. See Section 246. Item 601 – Exhibits, 246.13 of our Regulation S-K Compliance and Disclosure Interpretations,
available on our website at http://www.sec.gov/divisions/corpfin/guidance/regs-kinterp.htm.

 Page 6 of 11

 Response: We acknowledge that, because our Form 10-K for the fiscal year ended
December 31, 2009 (the “12/31/09 Form 10-K”) included management’s report on internal control over financial reporting, we were required to include a reference to internal control over financial reporting in the introductory
portion of paragraph 4 and include paragraph 4(b) of the certifications, as set forth in Item 601(b)(31) of Regulation S-K. In accordance with staff guidance provided in Section 246.13 of the Division of Corporation Finance’s
Regulation S-K Compliance and Disclosure Interpretations (the “Certification C&DI”), on June 7, 2010 we filed amendments to the 12/31/09 Form 10-K and our Form 10-Q for the quarterly period ended March 31, 2010
(

CORRESP
1
filename1.htm

Correspondence

 Senior Vice President, General

Counsel and Secretary

 P 856-346-8355

F 856-346-8217

 1025 Laurel Oak Road

Voorhees, NJ 08043

Kellye.Walker@amwater.com

 H. Christopher Owings

Assistant Director

 United States Securities and
Exchange Commission

 Division of Corporation Finance

100 F Street, N.E.

 Washington, D.C. 20549

RE:

American Water Works Company, Inc.

 Form 10-K for Fiscal Year Ended December 31, 2009

Filed March 1, 2010

 Form 10-Q for Fiscal
Quarter Ended March 31, 2010

 Filed March 26, 2010

File No. 001-34028

 Dear
Mr. Owings:

 We have received the staff’s comment letter, dated May 26, 2010, with respect to the above-captioned filings. As
discussed by Thomas Wyatt, American Water’s SEC Counsel, with Ronald Alper of the staff, American Water will require additional time to respond to the staff’s comments beyond the requested 10 business day response time set forth in the
comment letter.

 American Water will provide its response to the staff’s comments by June 22, 2010. We appreciate the staff’s
consideration in this regard.

 Yours truly,

/s/ Kellye L. Walker

 Senior Vice President,
General Counsel and Secretary

Mail Stop 3561

        May 26, 2010

By U.S.  Mail and facsimile t o (856)  346-8300

Donald L. Correll
President and Chief Executive Officer
American Water Works Company, Inc.
1025 Laurel Oak Road
Voorhees, New Jersey 08043

Re: American Water Works , Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2009
Filed  March 1, 2010
Form 10 -Q for the Quarterly Period Ended March 31, 2010
Filed May 4, 2010
Proxy Statement on Schedule 14A
Filed March 26, 2010
 File No.  001-34028

Dear  Mr. Correll :

We have  reviewed your filings and have the following comments .  Where indicated,
we think you should revise your annual report on Form 10 -K for the fiscal year ended
December 31, 2009  and your quarterly report on Form 10 -Q for  the period ended March 31,
2010 .  You should comply with the comments regarding the proxy statement on Schedule 14
in all future filings, as  applicable.  Please confirm in writing that you will do so and also
explain to us in sufficient detail  how you intend to comply by providing us with your
proposed revisions .  If you disagree with any of these comments , we will consider your
explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as
detailed as necessary in your explanation.  Please understand that after  our review of all of
your responses, we may raise additional comments.

Please understand that the purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure
in yo ur filings.  We look forward to working with you in these respects.  We welcome any
questions you may have about our comments  or any other aspect of our review.  Feel free to
call us at the telephone numbers listed at the end of this letter.

Donald L. Correll
American Water Wo rks Company, Inc.
May 26, 2010
Page 2

Form 10 -K for the Fiscal Year Ended December 31, 2009

Management’s Discussion and Analysis  of Financial Condition and Results of Operations,
page 40
Results of Operations, page 48
1. We note your discussion of the use of the segment measure Adjusted EBIT in
evaluating  the performance of your reportable segments.  In this regard, please
provide a reference here to the reconciliation of the measure to loss from continuing
operations before income taxes as disclosed in Note 22.

Item 8. Financial Statements and Suppleme ntary Data, page 85

Note 2: Significant Accounting Policies, page 94

Noncontrolling Interests in Consolidated Financial Statements, page 101
2. Please present consolidated net income/loss after adjustment for the net income
attributable to the non -contro lling interest or explain to us why you are not required to
do so.  Reference made to FASB ASC 810 -10-65-1(b)(2).
Note 4: Utility Plant, page 103
3. We noted the wide range of useful lives you used for depreciating certain water plant
assets.  For example, w e note the wide range of source supply assets’ useful lives
from 7 to 127 years as well as similar wide ranges for other water plant assets.  We
note the useful lives of 127 years appear to be high for depreciation as compared to
your industry peers. In th is regard, please explain to us if the state regulators have
assessed the reasonableness of their useful lives for depreciation in their
corresponding rate making processes.  If so, please disc lose this fact .  If not, please
explain to us why their estimat ed useful lives are reasonable given your facts and
circumstances. In your response, also clarify for us the nature of the water plant assets
that fall within the low end and high end of the ranges and the a pparent significant
increase in their useful live s since December 31, 2007.

Donald L. Correll
American Water Wo rks Company, Inc.
May 26, 2010
Page 3

Note 14: Income Taxes, page 119
4. We note your disclosure of the potential limitations imposed on net operating loss
(NOL) carryforwards under Internal Revenue Code (I.R.C.) Section 382 in light of
the ownership change resultin g from RWE divesture of your common stock during
2009.  We also note the disclosure of your belief that the IRC rule should not
preclude your use of the NOL carryforwards.  In this regard, please explain to us your
basis in supporting your conclusion that it is more likely than not you are able to fully
utilize the existing NOL carryforwards.
5. Refer to the unrecognized tax benefits rollforward schedule on page 121.  We note
the significant increase in your unrecognized tax benefits from $1.3 million as of
January 1, 2009 to $112 million as of December 31, 2009.  We note that the increase
was due to the increase in prior and current year tax positions of $88.2 million and
$22.6 million, respectively, during 2009.  With a view towards transparent di sclosure,
tell us and disclose the facts and circumstances leading to these increases.

Exhibits
6. We note that Exhibit 10.3, the credit agreement dated September 15, 2006, was not
filed in its entirety.  Please refile the complete exhibit, including all of the schedul es
and exhibits.  We note that while Item 601(b)(2) of Regulation S -K permits you to
omit schedules (or similar attachments) if they do not contain information which is
material to an investment decision or which is already disclosed in the agreement or
disclosure document, there is not a similar provision in  Item 601(b)(10) of
Regulation S -K.

Exhibits 31.1 and 31.2
7. Your certifications should appear exactly as set forth in Item 601(b)(31) of
Regulation S -K.  Please revise your certifications to include t he internal control over
financial reporting language from the introductory portion of paragraph 4 and the
language specified in paragraph 4(b).  Please file an amended Form 10 -K for the
fiscal year ended December 31,  2009 and Form 10-Q for the quarterly p eriod ended
March 31, 2010 .  Please include the full Item 9A of Form 10 -K and Item 4 of Form
10-Q disclosures, including all the changes based on our comments in this letter,
complete financial statements, and complete currently dated management
certificat ions, which refer to the Form 10 -K/A or the 10 -Q/A as appropriate.   See
Section 246. Item 601 – Exhibits, 246.13  of our Regulation S -K Compliance and
Disclosure Interpretations, available on our website at
http://www.sec.gov/divisions/corpfin/guidance/regs -kinterp.htm .

Donald L. Correll
American Water Wo rks Company, Inc.
May 26, 2010
Page 4

Proxy Statement on Schedule 14A

Compensation Discussion and Analysis, page 20

2009 Compensation, page 21

Determination of Competitive Compensation, page 21
8. Please explain more specifically how the committee utilized the data provided by
Towers Watson and DolmatConnell  in determining compensation  for the named
executive officers .  Since it appears that  you benchmark compensation, you are
required to identify the  companies that comprise the benchmark group s.  It also
appears that you  have benchmarked different elements of your compensation against
different benchmarking groups ; please identify the companies that comprise each
group.  See Item 402(b)(2)(xiv) of Reg ulation S -K and Question 118.05 of Regulation
S-K Compliance and Disclosure Interpretations located at
http://www.sec.gov/divisions/corpfin/guidance/regs -kinterp.htm .

Determinati on of Individual AIP Awards for NEOs, page 27
9. Please clarify  how the specific forms of compensation are structured and
implemented to reflect each named executive officer’s individual performance and/or
individual contribution to the items of the registran t’s performance .  While you
describ e the elements of individual performance that are taken into account , it is
unclear how the committee determines whether an NEO has achieved an individual
performance goal .  See Item 402(b)(2)(vii) of Regulation S -K.  For example, while it
is clear that Mr. Correll’s performance is based partially on the achievement of the
Corporate Multiplier targets, it is unclear what weight is accorded the Corporate
Multiplier targets versus the other individual performance goals.  Sim ilarly, please
explain how the committee determines whether the other NEOs have achieved their
individual performance goals, whether the Corporate Multiplier is used to determine
their awards, and what weight is accorded the Corporate Multiplier targets, i f
applicable, versus the other individual performance goals.

Certain Relationships and Related Transactions, page 50

10. Please clarify whether there were any related person transactions in fiscal year 2009,
other than with RWE.  See Item 404 of Regulation S -K.

******

Donald L. Correll
American Water Wo rks Company, Inc.
May 26, 2010
Page 5

Please respond to these comments  within 10 business days or tell us when you will
provide us with a response.  Please furnish a letter that keys your responses to our comments
and provides any requested information.  Detailed letters greatly  facilitate our review.  Please
understand that we may have additional comments after reviewing your responses to our
comments .

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the staff to be certain that they have provided all
information investors require for an informed decision.  Since the company and its
management are in possession of all facts relating to a company’s disclosure, they are
responsible for the accuracy and adequacy of  the disclosures they have made.

In connection with responding to our comments , please provide, in writing, a
statement from the company acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the
filings;

 staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and

 the company may not assert staff comments as a defense in any proceeding initiated
by the Commiss ion or any person under the federal securities laws of the United
States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Division of Corporation Finance in our review of
your filings or in response to our comments on your filings.

You may contact Scott Stringer, Staff Accountant, at (202) 551 -3272, or Andrew
Mew, Accounting Branch Chief , at (202) 551 -3377 , if you have questions regarding
comments on the financial statements  and related matters.  Please contact Ronald E. Alper,
Staff Attorney, at (202) 551 -3329, or me, at (202) 551 -3720, with any other questions.

Sincerely,

H. Christopher Owings
Assistant Director