SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

for the quarterly period ended September 30, 2024

or

☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

for the transition period from                    to                   

Commission file number   001-14431 

American States Water Company

(Exact Name of Registrant as Specified in Its Charter)

California			95-4676679
(State or Other Jurisdiction of Incorporation or Organization)			(IRS Employer Identification No.)
630 E. Foothill Blvd	San Dimas	CA	91773-1212
(Address of Principal Executive Offices)			(Zip Code)

(909) 394-3600

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Commission file number   001-12008 

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class	Trading symbol	Name of each exchange on which registered
Common shares	AWR	New York Stock Exchange

Golden State Water Company

(Exact Name of Registrant as Specified in Its Charter)

California			95-1243678
(State or Other Jurisdiction of Incorporation or Organization)			(IRS Employer Identification No.)
630 E. Foothill Blvd	San Dimas	CA	91773-1212
(Address of Principal Executive Offices)			(Zip Code)

(909) 394-3600

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class	Trading symbol	Name of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

American States Water Company	Yes	x	No	¨
Golden State Water Company	Yes	x	No	¨

Indicate by check mark whether Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or such shorter period that the Registrant was required to submit such files).

American States Water Company	Yes	x	No	¨
Golden State Water Company	Yes	x	No	¨

 Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

American States Water Company

Large accelerated filer x Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company ☐ Emerging growth company ☐

Golden State Water Company

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer x Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨

 Indicate by check mark whether Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)

American States Water Company	Yes	☐	No	x
Golden State Water Company	Yes	☐	No	x

As of November 5, 2024, the number of common shares, no par value (“Common Shares”) outstanding of American States Water Company was 37,796,873. As of November 5, 2024, all of the 171 outstanding shares of common stock, no par value, of Golden State Water Company were owned by American States Water Company.

Golden State Water Company meets the conditions set forth in General Instruction (H)(1)(a) and (b) of Form 10-Q and is therefore filing this Form, in part, with the reduced disclosure format for Golden State Water Company.

AMERICAN STATES WATER COMPANY

and

GOLDEN STATE WATER COMPANY

FORM 10-Q

INDEX

Glossary of Terms
Information Regarding Forward-Looking Statements
Part I	Financial Information	3
Item 1:	Financial Statements	1
	Consolidated Balance Sheets of American States Water Company as of September 30, 2024 and December 31, 2023	2
	Consolidated Statements of Income of American States Water Company for the Three and Nine Months Ended September 30, 2024 and 2023	4
	Consolidated Statements of Changes in Common Shareholders' Equity for the Nine Months Ended September 30, 2024	5
	Consolidated Statements of Changes in Common Shareholders' Equity for the Nine Months Ended September 30, 2023	6
	Consolidated Statements of Cash Flows of American States Water Company for the Nine Months Ended September 30, 2024 and 2023	7
	Balance Sheets of Golden State Water Company as of September 30, 2024 and December 31, 2023	8
	Statements of Income of Golden State Water Company for the Three and Nine Months Ended September 30, 2024 and 2023	10
	Statements of Changes in Common Shareholder's Equity for the Nine Months Ended September 30, 2024	11
	Statements of Changes in Common Shareholder's Equity for the Nine Months Ended September 30, 2023	13
	Statements of Cash Flows of Golden State Water Company for the Nine Months Ended September 30, 2024 and 2023	13
	Notes to Consolidated Financial Statements	14
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	57
Item 4:	Controls and Procedures	57
Part II	Other Information
Item 1:	Legal Proceedings	58
Item 1A:	Risk Factors	58
Item 2:	Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities	58
Item 3:	Defaults Upon Senior Securities	58
Item 4:	Mine Safety Disclosure	58
Item 5:	Other Information	59
Item 6:	Exhibits	60
	Signatures	62

GLOSSARY OF TERMS

The following terms and acronyms used in this Form 10-Q are defined below:

Term or Acronym	Definition
ASUS	American States Utility Services, Inc.
ATM	At-The-Market Offering Program
AWR	American States Water Company
BSUS	Bay State Utility Services LLC
BVES	Bear Valley Electric Service, Inc.
Cal Advocates	Public Advocates Office of the California Public Utilities Commission
COC	Cost of Capital
CPUC	California Public Utilities Commission
DDW	Division of Drinking Water
ECUS	Emerald Coast Utility Services, Inc.
EPA	Economic Price Adjustment
EPS	Earnings Per Share
Exchange Act	Securities Exchange Act of 1934, as amended
FBWS	Fort Bliss Water Services Company
FRUS	Fort Riley Utility Services, Inc.
GAAP	Generally Accepted Accounting Principles in the United States of America
gpcd	Gallons Per Capita Per Day
GSWC	Golden State Water Company
MCBA	Modified Cost Balancing Account
MCL	Maximum Contamination Level
Moody’s	Moody’s Investors Service
ODUS	Old Dominion Utility Services, Inc.
OEIS	Office of Energy Infrastructure Safety
ONUS	Old North Utility Services, Inc.
PFAS	Perfluoroalkyl Substances
PFOA	Perfluorooctanoic Acid
Projects	Storage System and the Bear Valley Solar Energy Project
PRUS	Patuxent River Utility Services LLC
PSUS	Palmetto State Utility Services, Inc.
REA	Request for Equitable Adjustment
Registrant	American States Water Company and Golden State Water Company
SB	Senate Bill
SEC	Securities and Exchange Commission
SERP	Supplemental Executive Retirement Plan
SWRCB	State Water Resources Control Board
TUS	Terrapin Utility Services, Inc.
U.S.	United States
WCCM	Water Cost of Capital Mechanism
WMP	Wildfire Mitigation Plan
WRAM	Water Revenue Adjustment Mechanism

INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

This Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements reflect the current views of our senior management with respect to future events and our financial performance. These statements include forward-looking statements with respect to our business and industry in general. Statements that include the words “expect,” “intend,” “believe,” “estimate,” “may,” “can,” “will,” “likely,” “should,” “could,” “anticipate,” “plan” and similar statements of a future or forward-looking nature identify forward-looking statements for purposes of the federal securities laws or otherwise. Forward-looking statements address matters that involve risks and uncertainties. Accordingly, there are or will be important factors that could cause our actual results to differ materially from those indicated in these statements. We believe that these factors include, but are not limited to, the following:

•the impact of laws, regulations and policies of regulatory agencies or the U.S. government applicable to water, wastewater and electric utility operations;

•the ability of GSWC and BVES to recover their respective costs through regulated rates, including increased costs associated with addressing climate change risks, such as drought and wildfires in California, costs incurred in connection with complying with water quality regulations, and increased costs of operation and maintenance due to inflation, supply chain disruptions and increases in interest rates, while facing an increase in customer rate increase opposition and possible reluctance from the CPUC to pass through all such costs to customers;

•customer dissatisfaction due to rising rates needed to recover the costs of replacing aging infrastructure, address climate change risks, comply with water quality, renewable energy and greenhouse gas regulations;

•all of our contracts for providing services on military bases are provided to the U.S. government under long-term, fixed-price contracts subject to annual economic price adjustments;

•all contracts for providing services on military bases may be terminated or suspended at any time by the government;

•ASUS is subject to potential government audits or investigations of its business practices and compliance with government procurement statutes and regulations that could result in fines and penalties;

•GSWC and BVES are subject to potential audit and investigations by the CPUC for failure to comply with regulations applicable to public utilities, including failure to comply with state and federal water quality requirements, wildfire mitigation plans, renewable energy legislation, greenhouse gas regulations and other climate related regulations that could result in fines and penalties;

•we compete with other companies in bidding on providing utility services on military bases which involves estimating costs and potential profits that may not be realized;

•the impact of water quality and wastewater quality regulations on military bases;

•asset or business acquisitions may not yield the anticipated benefits;

•the impact of climate change and extreme weather events, including droughts, storms, high wind events, wildfires, flash flooding and other natural disasters, and the effects they could have on our operations;

•our assets at our regulated utilities are subject to condemnation by municipalities and other governmental subdivisions;

•increases in the costs of obtaining and complying with the terms of franchise agreements;

•damage to our reputation or adverse publicity may lead to increased regulatory oversight or sanctions;

•costs and effects of legal and administrative proceedings, settlements, investigations and claims;

•our ability to control operation and maintenance costs within the amounts that have been approved in rates or estimated in our military base contracts;

•the outbreak of pandemics, such as COVID-19, and other events may cause regionwide, statewide, nationwide or even global disruption, which could impact our businesses, operations, cash flows or financial results;

•the inherent risk of damage to private property and injury to employees and the general public involved in the generation, transmission and distribution of electricity, the handling of hazardous materials and equipment, and being in close proximity to public utility construction and maintenance operations;

•the impact of groundwater contamination and the increasing costs associated with treatment of groundwater due to contamination and increasing water quality regulation and mitigation of contaminants;

•risks of incurring losses not covered by insurance or recoverable in rates;

•risks of inadequate insurance coverages to cover significant losses due to a wildfire as insurance coverages become more expensive or unavailable on reasonable terms;

•the adequacy of water supplies due to fluctuations of weather, climate change and other uncontrollable factors;

•the impact that water conservation efforts may have on GSWC’s operations and costs incurred;

•changes in electricity and natural gas prices in California;

•failure to make accurate estimates about financing and accounting matters;

•changes in accounting, public utility, environmental and tax laws and regulations affecting our businesses;

•changes in fair value of investments and other assets;

•the performance of subcontractors engaged to assist us in the performance of contracted services on military bases;

•incomplete or delayed reimbursement from the U.S. government and delays in obtaining decisions from the CPUC on regulated public utility rates that can adversely impact our financial condition and liquidity;

•physical security of our critical assets, personnel and data critical to our business, employees, customers and vendors;

•cybersecurity incidents or information and operational technology outages, including cybersecurity incidents and outages caused by third party solutions that support operational or business processes, could disrupt operations and critical technology systems, resulting in an inability to deliver services to customers, loss of financial and other information critical to operations or the breach of confidential information of our customers, employees and vendors;

•our ability to attract, retain, train, motivate, develop, and transition key employees;

•the failure of our employees to maintain required certifications and licenses or to complete required compliance training;

•changes in interest rates and our ability to borrow funds and access bank and capital markets on reasonable terms;

•the impact of inflation and supply chain disruptions on our operational costs and costs of capital that may not be recovered in rates for our regulated utilities and through economic price adjustments for our military bases;

•results of financing efforts, including the ability to obtain financing on favorable terms, which can be affected by various factors, including credit ratings, interest rate fluctuations, compliance with debt covenants and conditions, delays in receiving general rate case decisions from the CPUC, and general market and economic conditions;

•actions by credit rating agencies to downgrade AWR or GSWC’s credit ratings or to place those ratings on negative outlook;

•our ability to finance the significant capital expenditures required by our operations, which are increasing;

•volatility in the price of our Common Shares;

•declines in the market prices of equity and fixed-income securities and resulting cash funding requirements for defined benefit pension plans and other post-retirement benefit plans;

•our reliance on cash flow from our subsidiaries to meet our financial obligations and to pay dividends on our Common Shares;

•the geographic concentration of our operations in California; and

•other risks and uncertainties described under the heading “Item 1A. Risk Factors” in the Form 10-K that we filed with the SEC.

Although we believe that the expectations reflected in these forward-looking statements are reasonable based on our current knowledge of our business and operations, we cannot guarantee future results, levels of activity, performance or achievements. If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from what we anticipate. Any forward-looking statements you read in this Form 10-Q and the information incorporated herein by reference reflect our views as of their respective dates and are subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, growth strategy and liquidity. You should not place undue reliance on these forward-looking statements and you should carefully consider all of the factors identified in this Form 10-Q and the information incorporated herein by reference that could cause actual results to differ. Forward-looking statements speak only as of the date they are made and except as required by law, Registrant expressly disclaims an obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

PART I

Item 1. Financial Statements

General

 The basic financial statements included herein have been prepared by Registrant, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission.

 Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments consisting of normal recurring items and estimates necessary for a fair statement of results for the interim period have been made.

 It is suggested that these financial statements be read in conjunction with the financial statements and notes thereto in the latest Annual Report on Form 10-K of American States Water Company and its wholly owned subsidiary, Golden State Water Company. 

Filing Format

American States Water Company (“AWR”) is the parent company of Golden State Water Company (“GSWC”), Bear Valley Electric Service, Inc. (“BVES”) and American States Utility Services, Inc. and its subsidiaries (“ASUS”).

This quarterly report on Form 10-Q is a combined report being filed by two separate Registrants: AWR and GSWC. For more information, please see Note 1 of the Notes to Consolidated Financial Statements and the heading titled “General” in “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” References in this report to “Registrant” are to AWR and GSWC, collectively, unless otherwise specified. GSWC makes no representations as to the information contained in this report other than with respect to itself.

1

AMERICAN STATES WATER COMPANY

CONSOLIDATED BALANCE SHEETS

ASSETS

(Unaudited)

(in thousands)	September 30, 2024		December 31, 2023
Property, Plant and Equipment
Regulated utility plant, at cost	$	2,638,276	$	2,476,509
Non-utility property, at cost	43,389		40,243
Total	2,681,665		2,516,752
Less - accumulated depreciation	(641,076)		(624,472)
Net property, plant and equipment	2,040,589		1,892,280
Other Property and Investments
Goodwill	1,116		1,116
Other property and investments	48,103		42,932
Total other property and investments	49,219		44,048
Current Assets
Cash and cash equivalents	16,469		14,073
Accounts receivable — customers (less allowance for doubtful accounts of $3,694 in 2024 and $3,537 in 2023)	44,422		34,250
Unbilled receivable	26,871		23,516
Receivable from the U.S. government (Note 2)	44,329		49,306
Other accounts receivable (less allowance for doubtful accounts of $53 in 2024 and 2023)	3,104		6,340
Income taxes receivable	2,133		52
Materials and supplies	16,421		17,574
Regulatory assets — current	42,005		45,144
Prepayments and other current assets	6,945		5,767
Contract assets (Note 2)	19,661		9,956
Total current assets	222,360		205,978
Other Assets
Unbilled revenue — receivable from the U.S. government (Note 2)	4,207		4,886
Receivable from the U.S. government (Note 2)	38,953		42,183
Contract assets (Note 2)	932		4,422
Operating lease right-of-use assets	8,585		7,982
Regulatory assets	36,952		25,585
Other	18,827		18,758
Total other assets	108,456		103,816
Total Assets	$	2,420,624	$	2,246,122

The accompanying notes are an integral part of these consolidated financial statements.

2

AMERICAN STATES WATER COMPANY

CONSOLIDATED BALANCE SHEETS

CAPITALIZATION AND LIABILITIES

(Unaudited)

(in thousands, except number of shares)	September 30, 2024		December 31, 2023
Capitalization
Common shares, no par value
Authorized: 60,000,000 shares
Outstanding: 37,796,873 shares in 2024 and 36,980,612 shares in 2023	$	325,278	$	263,179
Retained earnings	554,188		512,930
Total common shareholders’ equity	879,466		776,109
Long-term debt	640,247		575,555
Total capitalization	1,519,713		1,351,664
Current Liabilities
Notes payable to banks	177,000		42,000
Long-term debt — current	385		353
Accounts payable	76,700		68,705
Income taxes payable	161		492
Accrued other taxes	15,533		14,654
Accrued employee expenses	15,723		14,738
Accrued interest	9,622		8,607
Contract liabilities (Note 2)	3,649		1,352
Operating lease liabilities	2,105		1,856
Purchase power contract derivative at fair value (Note 5)	8,320		2,360
Other	12,234		11,506
Total current liabilities	321,432		166,623
Other Credits
Notes payable to banks	120,000		291,500
Advances for construction	69,983		67,431
Contributions in aid of construction – net	154,924		151,414
Deferred income taxes	175,966		161,577
Regulatory liabilities	3,896		1,222
Unamortized investment tax credits	959		1,011
Accrued pension and other postretirement benefits	32,289		32,652
Operating lease liabilities	6,934		6,619
Other	14,528		14,409
Total other credits	579,479		727,835
Commitments and Contingencies (Note 9)
Total Capitalization and Liabilities	$	2,420,624	$	2,246,122

The accompanying notes are an integral part of these consolidated financial statements.

3

AMERICAN STATES WATER COMPANY

CONSOLIDATED STATEMENTS OF INCOME

FOR THE THREE AND NINE MONTHS ENDED

SEPTEMBER 30, 2024 AND 2023

(Unaudited)

	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands, except per share amounts)	2024		2023		2024		2023
Operating Revenues
Water	$	124,043	$	116,231	$	324,732	$	345,851
Electric	9,040		8,956		29,948		30,688
Contracted services	28,699		26,509		97,681		93,980
Total operating revenues	161,782		151,696		452,361		470,519
Operating Expenses
Water purchased	24,059		23,216		55,788		55,590
Power purchased for pumping	4,996		4,291		11,349		9,514
Groundwater production assessment	6,971		5,990		17,643		15,188
Power purchased for resale	2,467		2,383		8,302		9,838
Supply cost balancing accounts	(381)		723		2,447		15,126
Other operation	11,021		10,429		31,377		30,261
Administrative and general	24,200		20,982		73,034		66,032
Depreciation and amortization	10,849		10,184		32,341		31,645
Maintenance	3,719		4,097		10,479		11,026
Property and other taxes	7,063		6,034		20,162		17,884
ASUS construction	11,750		11,616		43,649		46,554
Total operating expenses	106,714		99,945		306,571		308,658
Operating Income	55,068		51,751		145,790		161,861
Other Income and Expenses
Interest expense	(13,225)		(11,691)		(39,217)		(31,900)
Interest income	1,739		2,125		5,902		5,792
Other, net	2,308		(1,073)		6,169		2,243
Total other income and expenses, net	(9,178)		(10,639)		(27,146)		(23,865)
Income before income tax expense	45,890		41,112		118,644		137,996
Income tax expense	10,056		9,547		27,811		33,503
Net Income	$	35,834	$	31,565	$	90,833	$	104,493
Weighted Average Number of Common Shares Outstanding	37,564		36,977		37,302		36,974
Basic Earnings Per Common Share	$	0.95	$	0.85	$	2.43	$	2.82
Weighted Average Number of Diluted Shares	37,683		37,071		37,409		37,064
Fully Diluted Earnings Per Common Share	$	0.95	$	0.85	$	2.42	$	2.82
Dividends Paid Per Common Share	$	0.4655	$	0.4300	$	1.3255	$	1.2250

The accompanying notes are an integral part of these consolidated financial statements.

4

AMERICAN STATES WATER COMPANY

CONSOLIDATED STATEMENTS OF CHANGES

IN COMMON SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024

(Unaudited)

	Nine Months Ended September 30, 2024
	Common Shares
	Number
	of			Retained
(in thousands)	Shares	Amount		Earnings		Total
Balances at December 31, 2023	36,981	$	263,179	$	512,930	$	776,109
Add:
Net income				23,135		23,135
Issuance of Common Shares from an at-the-market program, net of issuance costs	228	15,584				15,584
Issuances of Common Shares under stock-based compensation plans	20	—				—
Stock-based compensation, net of taxes paid from shares withheld from employees related to net share settlements (Note 4)		1,570				1,570
Dividend equivalent rights on stock-based awards not paid in cash		44				44
Deduct:
Dividends on Common Shares				15,905		15,905
Dividend equivalent rights on stock-based awards not paid in cash				44		44
Balances at March 31, 2024	37,229	$	280,377	$	520,116	$	800,493
Add:
Net income				31,864		31,864
Issuance of Common Shares from an at-the-market program, net of issuance costs	228	16,724				16,724
Stock-based compensation, net of taxes paid from shares withheld from employees related to net share settlements (Note 4)		420				420
Dividend equivalent rights on stock-based awards not paid in cash		55				55
Deduct:
Dividends on Common Shares				16,024		16,024
Dividend equivalent rights on stock-based awards not paid in cash				55		55
Balances at June 30, 2024	37,457	$	297,576	$	535,901	$	833,477
Add:
Net income				35,834		35,834
Issuance of Common Shares from an at-the-market program, net of issuance costs	335	26,881				26,881
Issuances of Common Shares under stock-based compensation plans	5	—				—
Stock-based compensation, net of taxes paid from shares withheld from employees related to net share settlements (Note 4)		729				729
Dividend equivalent rights on stock-based awards not paid in cash		92				92
Deduct:
Dividends on Common Shares				17,455		17,455
Dividend equivalent rights on stock-based awards not paid in cash				92		92
Balances at September 30, 2024	37,797	$	325,278	$	554,188	$	879,466

The accompanying notes are an integral part of these consolidated financial statements.

5

AMERICAN STATES WATER COMPANY

CONSOLIDATED STATEMENTS OF CHANGES

IN COMMON SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023

(Unaudited)

	Nine Months Ended September 30, 2023
	Common Shares
	Number
	of			Retained
(in thousands)	Shares	Amount		Earnings		Total
Balances at December 31, 2022	36,962	$	260,158	$	449,391	$	709,549
Add:
Net income				34,407		34,407
Issuances of Common Shares under stock-based compensation plans	14	—				—
Stock-based compensation, net of taxes paid from shares withheld from employees related to net share settlements (Note 4)		1,587				1,587
Dividend equivalent rights on stock-based awards not paid in cash		47				47
Deduct:
Dividends on Common Shares				14,695		14,695
Dividend equivalent rights on stock-based awards not paid in cash				47		47
Balances at March 31, 2023	36,976	$	261,792	$	469,056	$	730,848
Add:
Net income				38,521		38,521
Issuances of Common Shares under stock-based compensation plans	1	—				—
Stock-based compensation, net of taxes paid from shares withheld from employees related to net share settlements (Note 4)		396				396
Dividend equivalent rights on stock-based awards not paid in cash		42				42
Deduct:
Dividends on Common Shares				14,699		14,699
Dividend equivalent rights on stock-based awards not paid in cash				42		42
Balances at June 30, 2023	36,977	$	262,230	$	492,836	$	755,066
Add:
Net income				31,565		31,565
Issuances of Common Shares under stock-based compensation plans	4	—				—
Stock-based compensation, net of taxes paid from shares withheld from employees related to net share settlements (Note 4)		606				606
Dividend equivalent rights on stock-based awards not paid in cash		48				48
Deduct:
Dividends on Common Shares				15,900		15,900
Dividend equivalent rights on stock-based awards not paid in cash				48		48
Balances at September 30, 2023	36,981	$	262,884	$	508,453	$	771,337

The accompanying notes are an integral part of these consolidated financial statements.

6

AMERICAN STATES WATER COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Unaudited)

	Nine Months Ended   September 30,
(in thousands)	2024		2023
Cash Flows From Operating Activities:
Net income	$	90,833	$	104,493
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	32,841		32,327
Provision for doubtful accounts	1,206		1,238
Deferred income taxes and investment tax credits	6,917		919
Stock-based compensation expense	3,486		3,095
Gain on investments held in a trust	(5,116)		(2,084)
Other — net	438		(41)
Changes in assets and liabilities:
Accounts receivable — customers	(11,383)		(7,632)
Unbilled receivable	(2,676)		(2,983)
Other accounts receivable	3,241		(2,540)
Receivables from the U.S. government	8,207		(10,588)
Materials and supplies	1,153		(1,595)
Prepayments and other assets	(32)		403
Contract assets	(6,215)		974
Regulatory assets/liabilities	8,622		(86,070)
Accounts payable	1,716		(8,108)
Income taxes receivable/payable	(2,412)		30,621
Contract liabilities	2,297		(307)
Accrued pension and other postretirement benefits	(882)		48
Other liabilities	1,975		4,348
Net cash provided (used)	134,216		56,518
Cash Flows From Investing Activities:
Capital expenditures	(173,477)		(136,131)
Other investing activities	624		952
Net cash provided (used)	(172,853)		(135,179)
Cash Flows From Financing Activities:
Proceeds from issuance of Common Shares, net of issuance costs	59,305		—
Receipt of advances for and contributions in aid of construction	8,478		7,205
Refunds on advances for construction	(3,923)		(3,839)
Repayments of long-term debt	(370)		(334)
Proceeds from the issuance of long-term debt, net of issuance costs	64,569		129,665
Net changes in notes payable to banks	(36,500)		(5,222)
Dividends paid	(49,384)		(45,294)
Other financing activities	(1,142)		(913)
Net cash provided (used)	41,033		81,268
Net change in cash and cash equivalents	2,396		2,607
Cash and cash equivalents, beginning of period	14,073		5,997
Cash and cash equivalents, end of period	$	16,469	$	8,604
Non-cash transactions:
Accrued payables for investment in utility plant	$	41,182	$	35,287
Property installed by developers and conveyed	$	4,971	$	1,555

The accompanying notes are an integral part of these consolidated financial statements.

7

GOLDEN STATE WATER COMPANY

BALANCE SHEETS

ASSETS

(Unaudited)

(in thousands)	September 30, 2024		December 31, 2023
Utility Plant
Utility plant, at cost	$	2,416,554	$	2,278,669
Less - accumulated depreciation	(555,123)		(543,135)
Net utility plant	1,861,431		1,735,534
Other Property and Investments	45,660		40,480
Current Assets
Cash and cash equivalents	2,732		3,195
Accounts receivable — customers (less allowance for doubtful accounts of $3,544 in 2024 and $3,394 in 2023)	41,887		31,018
Unbilled receivable	20,877		17,185
Other accounts receivable (less allowance for doubtful accounts of $53 in 2024 and 2023)	2,535		4,301
Intercompany receivable	—		380
Income taxes receivable from Parent	1,854		222
Materials and supplies	7,831		7,380
Regulatory assets — current	40,627		44,007
Prepayments and other current assets	5,113		4,544
Total current assets	123,456		112,232
Other Assets
Operating lease right-of-use assets	8,502		7,796
Regulatory assets	8,072		2,944
Other	17,129		17,169
Total other assets	33,703		27,909
Total Assets	$	2,064,250	$	1,916,155

The accompanying notes are an integral part of these financial statements.

8

GOLDEN STATE WATER COMPANY

BALANCE SHEETS

CAPITALIZATION AND LIABILITIES

(Unaudited)

(in thousands, except number of shares)	September 30, 2024		December 31, 2023
Capitalization
Common Shares, no par value:
Authorized: 1,000 shares
Outstanding: 171 shares in 2024 and 2023	$	373,548	$	370,909
Retained earnings	389,802		332,919
Total common shareholder’s equity	763,350		703,828
Long-term debt	605,417		540,738
Total capitalization	1,368,767		1,244,566
Current Liabilities
Notes payable to banks	140,000		—
Long-term debt — current	385		353
Accounts payable	63,948		55,488
Accrued other taxes	13,024		12,658
Accrued employee expenses	12,160		11,502
Accrued interest	8,417		7,508
Intercompany payable	237		—
Operating lease liabilities	2,029		1,725
Other	11,544		10,715
Total current liabilities	251,744		99,949
Other Credits
Notes payable to banks	—		150,000
Advances for construction	69,963		67,411
Contributions in aid of construction — net	154,924		151,414
Deferred income taxes	160,855		147,458
Regulatory liabilities	3,896		1,222
Unamortized investment tax credits	959		1,011
Accrued pension and other postretirement benefits	31,855		32,309
Operating lease liabilities	6,934		6,568
Other	14,353		14,247
Total other credits	443,739		571,640
Commitments and Contingencies (Note 9)
Total Capitalization and Liabilities	$	2,064,250	$	1,916,155

The accompanying notes are an integral part of these financial statements.

9

GOLDEN STATE WATER COMPANY

STATEMENTS OF INCOME

FOR THE THREE AND NINE MONTHS ENDED

SEPTEMBER 30, 2024 AND 2023

(Unaudited)

	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2024		2023		2024		2023
Operating Revenues
Water	$	124,043	$	116,231	$	324,732	$	345,851
Total operating revenues	124,043		116,231		324,732		345,851
Operating Expenses
Water purchased	24,059		23,216		55,788		55,590
Power purchased for pumping	4,996		4,291		11,349		9,514
Groundwater production assessment	6,971		5,990		17,643		15,188
Supply cost balancing accounts	(370)		788		2,062		16,200
Other operation	7,807		7,509		21,829		22,001
Administrative and general	16,554		14,548		49,464		44,211
Depreciation and amortization	9,070		8,610		27,147		26,890
Maintenance	2,209		3,002		6,247		7,518
Property and other taxes	5,901		5,034		16,625		14,733
Total operating expenses	77,197		72,988		208,154		211,845
Operating Income	46,846		43,243		116,578		134,006
Other Income and Expenses
Interest expense	(9,862)		(8,383)		(28,970)		(23,140)
Interest income	1,504		1,608		4,589		4,356
Other, net	2,306		(1,045)		5,897		2,041
Total other income and expenses, net	(6,052)		(7,820)		(18,484)		(16,743)
Income before income tax expense	40,794		35,423		98,094		117,263
Income tax expense	9,228		8,830		23,539		29,674
Net Income	$	31,566	$	26,593	$	74,555	$	87,589

The accompanying notes are an integral part of these consolidated financial statements.

10

GOLDEN STATE WATER COMPANY

STATEMENTS OF CHANGES

IN COMMON SHAREHOLDER’S EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024

(Unaudited)

	Nine Months Ended September 30, 2024
	Common Shares
	Number
	of			Retained
(in thousands, except number of shares)	Shares	Amount		Earnings		Total
Balances at December 31, 2023	171	$	370,909	$	332,919	$	703,828
Add:
Net income				17,794		17,794
Stock-based compensation, net of taxes paid from shares withheld from employees related to net share settlements (Note 4)		1,561				1,561
Dividend equivalent rights on stock-based awards not paid in cash		41				41
Deduct:
Dividend equivalent rights on stock-based awards not paid in cash				41		41
Balances at March 31, 2024	171	$	372,511	$	350,672	$	723,183
Add:
Net income				25,195		25,195
Stock-based compensation, net of taxes paid from shares withheld from employees related to net share settlements (Note 4)		331				331
Dividend equivalent rights on stock-based awards not paid in cash		50				50
Deduct:
Dividend equivalent rights on stock-based awards not paid in cash				50		50
Balances at June 30, 2024	171	$	372,892	$	375,817	$	748,709
Add:
Net income				31,566		31,566
Stock-based compensation, net of taxes paid from shares withheld from employees related to net share settlements (Note 4)		575				575
Dividend equivalent rights on stock-based awards not paid in cash		81				81
Deduct:
Dividends on Common Shares				17,500		17,500
Dividend equivalent rights on stock-based awards not paid in cash				81		81
Balances at September 30, 2024	171	$	373,548	$	389,802	$	763,350

The accompanying notes are an integral part of these financial statements.

11

GOLDEN STATE WATER COMPANY

STATEMENTS OF CHANGES

IN COMMON SHAREHOLDER’S EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023

(Unaudited)

	Nine Months Ended September 30, 2023
	Common Shares
	Number
	of			Retained
(in thousands, except number of shares)	Shares	Amount		Earnings		Total
Balances at December 31, 2022	170	$	358,123	$	285,783	$	643,906
Add:
Net income				27,463		27,463
Issuance of Common Share to Parent	1	10,000				10,000
Stock-based compensation, net of taxes paid from shares withheld from employees related to net share settlements (Note 4)		1,603				1,603
Dividend equivalent rights on stock-based awards not paid in cash		44				44
Deduct:
Dividends on Common Shares				24,700		24,700
Dividend equivalent rights on stock-based awards not paid in cash				44		44
Balances at March 31, 2023	171	$	369,770	$	288,502	$	658,272
Add:
Net income				33,533		33,533
Stock-based compensation, net of taxes paid from shares withheld from employees related to net share settlements (Note 4)		320				320
Dividend equivalent rights on stock-based awards not paid in cash		39				39
Deduct:
Dividends on Common Shares				14,700		14,700
Dividend equivalent rights on stock-based awards not paid in cash				39		39
Balances at June 30, 2023	171	$	370,129	$	307,296	$	677,425
Add:
Net income				26,593		26,593
Stock-based compensation, net of taxes paid from shares withheld from employees related to net share settlements (Note 4)		507				507
Dividend equivalent rights on stock-based awards not paid in cash		44				44
Deduct:
Dividends on Common Shares				16,000		16,000
Dividend equivalent rights on stock-based awards not paid in cash				44		44
Balances at September 30, 2023	171	$	370,680	$	317,845	$	688,525

The accompanying notes are an integral part of these financial statements.

12

GOLDEN STATE WATER COMPANY

STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Unaudited)

	Nine Months Ended   September 30,
(in thousands)	2024		2023
Cash Flows From Operating Activities:
Net income	$	74,555	$	87,589
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	27,556		27,489
Provision for doubtful accounts	1,018		1,147
Deferred income taxes and investment tax credits	6,372		(581)
Stock-based compensation expense	3,157		2,853
Gain on investments held in a trust	(5,116)		(2,084)
Other — net	316		146
Changes in assets and liabilities:
Accounts receivable — customers	(11,887)		(8,392)
Unbilled receivable	(3,692)		(3,345)
Other accounts receivable	1,766		379
Materials and supplies	(451)		(375)
Prepayments and other assets	854		997
Regulatory assets/liabilities	8,683		(81,854)
Accounts payable	3,749		(2,869)
Intercompany receivable/payable	617		53
Income taxes receivable/payable from/to Parent	(1,632)		29,006
Accrued pension and other postretirement benefits	(962)		(2)
Other liabilities	1,222		3,439
Net cash provided (used)	106,125		53,596
Cash Flows From Investing Activities:
Capital expenditures	(147,093)		(113,921)
Other investing activities	318		303
Net cash provided (used)	(146,775)		(113,618)
Cash Flows From Financing Activities:
Proceeds from issuance of Common Shares to AWR (parent)	—		10,000
Receipt of advances for and contributions in aid of construction	8,478		7,205
Refunds on advances for construction	(3,923)		(3,839)
Repayments of long-term debt	(370)		(334)
Proceeds from the issuance of long-term debt, net of issuance costs	64,569		129,665
Net change in intercompany borrowings	—		(129,000)
Net changes in notes payable to banks	(10,000)		102,278
Dividends paid	(17,500)		(55,400)
Other financing activities	(1,067)		(835)
Net cash provided (used)	40,187		59,740
Net change in cash and cash equivalents	(463)		(282)
Cash and cash equivalents, beginning of period	3,195		370
Cash and cash equivalents, end of period	$	2,732	$	88
Non-cash transactions:
Accrued payables for investment in utility plant	$	38,177	$	33,832
Property installed by developers and conveyed	$	4,971	$	1,555

The accompanying notes are an integral part of these financial statements.

13

AMERICAN STATES WATER COMPANY AND SUBSIDIARIES

AND

GOLDEN STATE WATER COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1 — Summary of Significant Accounting Policies

Nature of Operations: American States Water Company (“AWR”) is the parent company of Golden State Water Company (“GSWC”), Bear Valley Electric Service Inc. (“BVES”), and American States Utility Services, Inc. (“ASUS”) (and its subsidiaries, Fort Bliss Water Services Company (“FBWS”), Old Dominion Utility Services, Inc. (“ODUS”), Terrapin Utility Services, Inc. (“TUS”), Palmetto State Utility Services, Inc. (“PSUS”), Old North Utility Services, Inc. (“ONUS”), Emerald Coast Utility Services, Inc. (“ECUS”), Fort Riley Utility Services, Inc. (“FRUS”), Bay State Utility Services LLC (“BSUS”), and Patuxent River Utility Services LLC (“PRUS”)). AWR and its subsidiaries may be collectively referred to as “the Company.” AWR, through its wholly owned subsidiaries, serves over one million people in ten states.

 GSWC and BVES are both California public utilities. GSWC is engaged in the purchase, production, distribution and sale of water throughout California serving approximately 264,600 customer connections. BVES distributes electricity in several San Bernardino County mountain communities in California serving approximately 24,800 customer connections. The California Public Utilities Commission (“CPUC”) regulates GSWC’s and BVES’s businesses in matters including properties, rates, services, facilities, and transactions between GSWC, BVES, and their affiliates.

ASUS, through its wholly owned subsidiaries, operates, maintains and performs construction activities (including renewal and replacement capital work) on water and/or wastewater systems at various U.S. military bases pursuant to initial 50-year firm fixed-price contracts with the U.S. government and one 15-year contract with the U.S. government. These contracts are subject to annual economic price adjustments and modifications for changes in circumstances, changes in laws and regulations, and additions to the contract value for new construction of facilities at the military bases. ASUS also from time to time performs construction services on military bases as a subcontractor.

In August and September of 2023, ASUS was awarded new contracts with the U.S. government to serve two military bases for which operations began in April 2024. After completion of the transition periods, ASUS began operating the water and wastewater utility systems at Naval Air Station Patuxent River in Maryland under a 50-year privatization contract with the U.S. government and at Joint Base Cape Cod in Massachusetts under a 15-year contract with the U.S. government. Operations commenced at Naval Air Station Patuxent River on April 1, 2024. The initial value of this contract was estimated at approximately $349 million over a 50-year period subject to an inventory adjustment and annual economic price adjustments. In July 2024, the contract value was increased to $378 million after an inventory adjustment. Operations at Joint Base Cape Cod commenced on April 15, 2024. Under this contract, ASUS will perform work through the annual issuance of task orders by the U.S. government over a 15-year period up to a maximum value to ASUS of $75.0 million subject to adjustments as task orders are issued. In April 2024, the U.S. government awarded a task order valued at $4.1 million to ASUS for the first year of operation, maintenance, and renewal and replacement services of the water and wastewater systems at Joint Base Cape Cod.

There is no direct regulatory oversight by the CPUC over AWR or the operations, rates or services provided by ASUS or any of its wholly owned subsidiaries.

Basis of Presentation: The consolidated financial statements and notes hereto are presented in a combined report filed by two separate Registrants: AWR and GSWC. References in this report to “Registrant” are to AWR and GSWC, collectively, unless otherwise specified. AWR owns all of the outstanding common shares of GSWC, BVES and ASUS. ASUS owns all of the outstanding equity of its subsidiaries. The consolidated financial statements of AWR include the accounts of AWR and its subsidiaries. These financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Intercompany transactions and balances have been eliminated in AWR’s consolidated financial statements.

The consolidated financial statements included herein have been prepared by Registrant, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).  The December 31, 2023 condensed consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by GAAP. The preparation of the consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. In the opinion of management, all adjustments consisting of normal, recurring items, and estimates necessary for a fair statement of the results for the interim periods have been made. It is suggested that these consolidated financial statements be read in conjunction with the consolidated financial statements and the notes thereto included in the Form 10-K for the year ended December 31, 2023 filed with the SEC.

14

Related Party and Intercompany Transactions: GSWC, BVES and ASUS provide and/or receive various support services to and from their parent, AWR, and among themselves. GSWC allocates certain corporate office administrative and general costs to its affiliates, BVES and ASUS, using allocation factors approved by the CPUC. GSWC allocated corporate office administrative and general costs to BVES of approximately $0.7 million for each of the three month periods ended September 30, 2024 and 2023, and $2.4 million and $2.8 million during the nine month periods ended September 30, 2024 and 2023, respectively. GSWC also allocated corporate office administrative and general costs to ASUS of approximately $1.2 million and $1.1 million during the three month periods ended September 30, 2024 and 2023, respectively, and $4.0 million and $3.8 million during the nine month periods ended September 30, 2024 and 2023, respectively. In addition, as discussed under Liquidity and Financing Activities, under AWR’s credit facility, AWR borrows and provides funds to ASUS in support of its operations.

Liquidity and Financing Activities: On February 27, 2024, AWR entered into an Equity Distribution Agreement with third-party sales agents, under which AWR, may offer and sell its Common Shares, from time to time at its sole discretion, through an at-the-market (“ATM”) offering program having an aggregate gross offering price of up to $200 million over a three-year period and pursuant to AWR’s effective shelf registration statement on Form S-3. AWR intends to use the net proceeds from these sales, after deducting commissions on such sales and offering expenses, for general corporate purposes, including, but not limited to, repayment of debt and equity contributions to its subsidiaries. During the three and nine months ended September 30, 2024, AWR sold 335,449 and 791,097 Common Shares, respectively, through this ATM offering program and raised proceeds of $27.0 million, net of $0.4 million in commissions paid and $60.0 million, net of $0.9 million in commissions paid, respectively, under the terms of the Equity Distribution Agreement. AWR also incurred $0.1 million and $0.8 million of other expenses during the three and nine months ended September 30, 2024, respectively, which was primarily legal and other costs to establish this ATM offering program. As of September 30, 2024, approximately $139.1 million remained available for sale under the ATM offering program.

On June 5, 2024, GSWC completed the issuance of $65.0 million in unsecured private placement notes with a coupon rate of 5.50%, maturing on June 5, 2027. GSWC used the proceeds from the private placement notes to pay down outstanding borrowings under its revolving credit facility and to fund operations and capital expenditures. Interest payments are due semiannually on June 5 and December 5 each year, commencing December 5, 2024. The private placement notes rank equally with GSWC’s other unsecured and unsubordinated debt. GSWC may, at its option, redeem all or portions of the private placement notes at any time upon written notice, subject to payment of a make-whole premium.

AWR and GSWC each have credit agreements with a term of five years which mature in June 2028. The credit agreements currently provide AWR and GSWC unsecured revolving credit facilities with borrowing capacities of $165.0 million and $200.0 million, respectively. AWR’s credit facility is primarily used to provide support to AWR (parent) and ASUS. As of September 30, 2024, AWR’s outstanding borrowings under its credit facility of $120.0 million have been classified as non-current liabilities on AWR’s Consolidated Balance Sheet. GSWC’s credit facility provides support for its water operations and is considered a short-term debt arrangement by the CPUC. Therefore, pursuant to the CPUC’s requirements, borrowings under GSWC’s credit facility are required to be paid-off in full within a 24-month period. GSWC’s next pay-off period ends in June 2025. Accordingly, GSWC’s outstanding borrowings under its credit facility of $140.0 million as of September 30, 2024 are classified as current liabilities in AWR’s Consolidated Balance Sheet and GSWC’s Balance Sheet. GSWC expects to issue long-term debt and/or equity to facilitate the pay-off of its credit facility in 2025, after which GSWC may borrow under the credit facility again.

BVES has a separate revolving credit facility without a parent guaranty that supports its electric operations and capital expenditures with a borrowing capacity of $65.0 million. BVES’s revolving credit facility is considered a short-term debt arrangement by the CPUC. Therefore, pursuant to the CPUC’s requirements, borrowings under this credit facility are required to be fully paid off within a 24-month period, after which, BVES may borrow under the credit facility again. BVES’s next pay-off period was set to end in August 2024. In May 2024, the CPUC approved BVES’s request to extend its 24-month pay-off period past the August deadline while it awaited a final decision from the CPUC on its financing application that enables BVES to issue the necessary long-term financing to pay off its borrowings under the credit facility. The CPUC granted BVES an extension to its original August 2024 deadline to instead nine months from the date a final decision in the financing application is issued by the CPUC. On August 1, 2024, the CPUC issued a final decision in BVES’s financing application, which among other things, approves BVES’s request to issue up to $120 million of new debt and equity securities. As a result, BVES will have until May 1, 2025 to secure long-term financing to pay off the remaining balance of its revolving credit arrangement. Furthermore, in September 2024, BVES issued eleven Common Shares to AWR for total proceeds of $22.0 million. BVES used the proceeds from the stock issuance to pay down outstanding borrowings under its revolving credit facility and to fund its operations and capital expenditures. As of September 30, 2024, the outstanding balance under BVES’s credit facility of $37.0 million has been classified as a current liability in AWR’s Consolidated Balance Sheet.

Recent Accounting Pronouncements: In November 2023, the Financial Accounting Standards Board issued Accounting Standards Update 2023-07 (Segment Reporting: Improvements to Reportable Segment Disclosures). The new standard enhances reportable segment disclosures and expands the disclosures required for reportable segments in annual and interim consolidated financial statements, primarily through enhanced disclosures of significant segment expenses. Registrant is currently evaluating the impact of this standard on its segment disclosures and will adopt the updated accounting guidance in the Annual Report on Form 10-K for the year ended December 31, 2024 and interim periods beginning in 2025.

15

Note 2 — Revenues

Most of Registrant’s revenues are derived from contracts with customers, including tariff-based revenues from its regulated utilities at GSWC and BVES. ASUS’s initial firm fixed-price long-term contracts with the U.S. government are considered service concession arrangements under ASC 853, Service Concession Arrangements. ASUS’s military base contracts consist primarily of 50-year contracts and one 15-year contract with the U.S. government. Accordingly, the services under these contracts are accounted for under Topic 606—Revenue from Contracts with Customers, and the water and/or wastewater systems are not recorded as Property, Plant and Equipment on Registrant’s balance sheets.

Although GSWC and BVES have a diversified customer base of residential, commercial, industrial, and other customers, revenues derived from residential and commercial customers generally account for approximately 90% of total water and electric revenues. Most of ASUS’s revenues are derived from the U.S. government. For the three and nine months ended September 30, 2024 and 2023, disaggregated revenues from contracts with customers by segment were as follows: