On November 17, 2009, American Water Works Company, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. Incorporated., as representatives of the several underwriters, pursuant to which RWE Aqua Holdings GmbH, a limited liability company organized under the laws of the federal republic of Germany (the "Selling Stockholder") agreed to sell 37,351,617 shares (the "Firm Shares") of the Company's common stock, par value $0.01 per share (the "Common Stock") at a public offering price of $21.63 per share in an underwritten public offering (the "Offering"). The Company will not receive any proceeds from the sale of shares sold in this offering. Pursuant to the Underwriting Agreement, the Company and its officers and directors agreed to a 90-day "lock-up" period with respect to sales of specified securities, and the Selling Stockholder agreed to a 45-day lock-up period with respect to sales of specified securities, in each case, subject to certain exceptions. The Underwriting Agreement is included as Exhibit 1.1 hereto.

(d) Exhibits.

Exhibit                                   Description

1.1          Underwriting Agreement, dated November 17, 2009, among American Water
             Works Company, Inc., RWE Aqua Holdings GmbH, Merrill Lynch, Pierce,
             Fenner & Smith Incorporated, Credit Suisse Securities (USA) LLC and
             Morgan Stanley & Co. Incorporated