##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q/A
 Amendment No. 1
  þ
    
    Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 for the quarterly period ended June 30, 2005 or
 o
    
    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
  California
    
    95-4676679(State or Other Jurisdiction of Incorporation or Organization)
    
    (IRS Employer Identification No.)630 East Foothill Boulevard, San Dimas
    
    91773(Address of Principal Executive Offices)
    
    (Zip Code)
 
   
  Commission file number 001-12008
 Southern
California Water Company
  California
    
    95-1243678(State or Other Jurisdiction of Incorporation or Organization)
    
    (IRS Employer Identification No.)630 East Foothill Boulevard, San Dimas
    
    91773(Address of Principal Executive Offices)
    
    (Zip Code)
 
  
   American States Water Company
    
    Yes  þ  No oSouthern California Water Company
    

Yes  þ  No o
  American States Water Company
    
    Yes  þ  No  oSouthern California Water Company
    
    Yes  o  No  þ




---



AMERICAN STATES WATER COMPANY
 and
 SOUTHERN CALIFORNIA WATER COMPANY
FORM 10-Q/A
Amendment No. 1
 INDEX
 PagePart I
    
    Financial InformationItem 1:
    
    Financial Statements
    
    
    2Consolidated Balance Sheets of American States Water Company as of June 30, 2005 and December 31, 2004
    
    
    3-4Consolidated Statements of Income of American States Water Company for the Three Months Ended June 30, 2005 and 2004
    
    
    5Consolidated Statements of Income of American States Water Company for the Six Months Ended June 30, 2005 and 2004
    
    
    6Consolidated Statements of Cash Flow of American States Water Company for the Six Months Ended June 30, 2005 and 2004
    
    
    7Consolidated Balance Sheets of Southern California Water Company as of June 30, 2005 and December 31, 2004
    
    
    8-9Consolidated Statements of Income of Southern California Water Company for the Three Months Ended June 30, 2005 and 2004
    
    
    10Consolidated Statements of Income of Southern California Water Company for the Six Months Ended June 30, 2005 and June 30, 2004
    
    
    11Consolidated Statements of Cash Flow of Southern California Water Company for the Six Months Ended June 30, 2005 and June 30, 2004
    
    
    12Notes to Consolidated Financial Statements
    
    
    13-26Item 2:
    
    Not applicable in this Amendment No. 1Item 3:
    
    Not applicable in this Amendment No. 1Item 4:
    
    Not applicable in this Amendment No. 1Part II
    
    Other InformationItem 1:
    
    Not applicable in this Amendment No. 1Item 2:
    
    Not applicable in this Amendment No. 1Item 3:
    
    Not applicable in this Amendment No. 1Item 4:
    
    Not applicable in this Amendment No. 1Item 5:
    
    Not applicable in this Amendment No. 1Item 6:
    
    Exhibits
    
    
    27Signature
    
    
    27EX-31.1EX-31.1.1EX-31.2EX-31.2.1EX-32.1EX-32.2
  1




---



##### Table of Contents



EXPLANATORY NOTE
 Item I of Part I
 
 PART I
 
 Item 1. Financial Statements
 General
    Filing Format
 Notes to Consolidated
Financial Statements General Item 2  Managements Discussion and
Analysis of Financial Condition and Results of Operation.
 2




---



##### Table of Contents



AMERICAN STATES WATER COMPANY
 
 CONSOLIDATED BALANCE SHEETS
 ASSETS
(Unaudited)
 June 30,
    
    December 31,(in thousands)
    
    2005
    
    2004Utility Plant, at costWater
    
    $
    791,595
    
    
    $
    778,238Electric
    
    
    58,549
    
    
    
    58,667850,144
    
    
    
    836,905Less  Accumulated depreciation
    
    
    (253,106
    )
    
    
    (241,717
    )597,038
    
    
    
    595,188Construction work in progress
    
    
    90,386
    
    
    
    68,977Net utility plant
    
    
    687,424
    
    
    
    664,165Other Property and InvestmentsGoodwill
    
    
    11,883
    
    
    
    11,925Other property and investments
    
    
    9,814
    
    
    
    9,792Total other property and investments
    
    
    21,697
    
    
    
    21,717Current AssetsCash and cash equivalents
    
    
    5,104
    
    
    
    4,303Accounts receivable-customers (less allowance for doubtful
accounts of $757 in 2005 and $782 in 2004)
    
    
    11,950
    
    
    
    10,970Unbilled revenue
    
    
    17,633
    
    
    
    13,743Other accounts receivable (less allowance for doubtful
accounts of $234 in 2005 and $201 in 2004)
    
    
    3,092
    
    
    
    3,384Income taxes receivable
    
    
    
    
    
    
    5,833Materials and supplies, at average cost
    
    
    1,436
    
    
    
    1,496Regulatory assets  current
    
    
    5,428
    
    
    
    7,104Prepayments and other current assets
    
    
    3,364
    
    
    
    3,466Deferred income taxes  current
    
    
    1,736
    
    
    
    2,725Total current assets
    
    
    49,743
    
    
    
    53,024Regulatory and Other AssetsRegulatory assets
    
    
    53,621
    
    
    
    54,404Other accounts receivable
    
    
    8,607
    
    
    
    8,400Other
    
    
    8,708
    
    
    
    8,567Total regulatory and other assets
    
    
    70,936
    
    
    
    71,371Total Assets
    
    $
    829,800
    
    
    $
    810,277
 The accompanying notes are an integral part of these consolidated financial statements
 3




---



##### Table of Contents



AMERICAN STATES WATER COMPANY
 CONSOLIDATED BALANCE SHEETS
CAPITALIZATION AND LIABILITIES
(Unaudited)
 June 30,
    
    December 31,(in thousands)
    
    2005
    
    2004CapitalizationCommon shares, no par value, no stated value
    
    $
    165,922
    
    
    $
    165,270Earnings reinvested in the business
    
    
    91,408
    
    
    
    89,454Accumulated other comprehensive loss
    
    
    (3,259
    )
    
    
    (3,259
    )Total common shareholders equity
    
    
    254,071
    
    
    
    251,465Long-term debt
    
    
    228,892
    
    
    
    228,902Total capitalization
    
    
    482,963
    
    
    
    480,367Current LiabilitiesNotes payable to banks
    
    
    49,000
    
    
    
    45,000Long-term debt  current
    
    
    658
    
    
    
    880Accounts payable
    
    
    18,782
    
    
    
    18,206Income taxes payable
    
    
    3,356
    
    
    
    Accrued employee expenses
    
    
    4,744
    
    
    
    4,260Accrued interest
    
    
    1,877
    
    
    
    1,670Regulatory liabilities  current
    
    
    3,697
    
    
    
    3,441Other
    
    
    10,263
    
    
    
    12,879Total current liabilities
    
    
    92,377
    
    
    
    86,336Other CreditsAdvances for construction
    
    
    83,300
    
    
    
    81,351Contributions in aid of construction  net
    
    
    76,223
    
    
    
    73,100Deferred income taxes
    
    
    60,993
    
    
    
    59,839Unamortized investment tax credits
    
    
    2,564
    
    
    
    2,609Accrued pension and other postretirement benefits
    
    
    12,518
    
    
    
    8,793Regulatory liabilities
    
    
    10,545
    
    
    
    9,731Other
    
    
    8,317
    
    
    
    8,151Total other credits
    
    
    254,460
    
    
    
    243,574Commitments and Contingencies (Note 10)
    
    
    
    
    
    
    Total Capitalization and Liabilities
    
    $
    829,800
    
    
    $
    810,277
 The accompanying notes are an integral part of these consolidated financial statements
 4




---



##### Table of Contents



AMERICAN STATES WATER COMPANY
 
 CONSOLIDATED STATEMENTS OF INCOME
 FOR THE THREE MONTHS
ENDED JUNE 30, 2005 AND 2004
(Unaudited)
 Three Months EndedJune 30,(in thousands, except per share amounts)
    
    2005
    
    2004Operating RevenuesWater
    
    $
    53,551
    
    
    $
    53,576Electric
    
    
    6,091
    
    
    
    5,449Other
    
    
    854
    
    
    
    31960,496
    
    
    
    59,344Operating ExpensesWater purchased
    
    
    12,277
    
    
    
    12,802Power purchased for pumping
    
    
    2,184
    
    
    
    2,415Power purchased for resale
    
    
    2,710
    
    
    
    2,538Unrealized (gain) loss on purchased power contracts
    
    
    (459
    )
    
    
    76Gain on sale of water rights
    
    
    
    
    
    
    (5,675
    )Groundwater production assessment
    
    
    1,843
    
    
    
    1,338Supply cost balancing accounts
    
    
    (550
    )
    
    
    3,598Other operating expenses
    
    
    5,218
    
    
    
    5,283Administrative and general expenses
    
    
    11,495
    
    
    
    11,497Depreciation and amortization
    
    
    5,696
    
    
    
    5,073Maintenance
    
    
    2,522
    
    
    
    2,609Taxes on income
    
    
    4,808
    
    
    
    5,086Other taxes
    
    
    2,221
    
    
    
    2,105Total operating expenses
    
    
    49,965
    
    
    
    48,745Operating Income
    
    
    10,531
    
    
    
    10,599Other Income (Loss)Other income (loss), net
    
    
    (121
    )
    
    
    851Taxes on other income (loss)
    
    
    69
    
    
    
    (313
    )Total other income (loss), net
    
    
    (52
    )
    
    
    538Interest ChargesInterest on long-term debt
    
    
    4,054
    
    
    
    4,052Other interest and amortization of debt expense
    
    
    690
    
    
    
    375Total interest charges
    
    
    4,744
    
    
    
    4,427Net Income
    
    $
    5,735
    
    
    $
    6,710Weighted Average Number of Shares Outstanding
    
    
    16,773
    
    
    
    15,248Basic Earnings Per Common Share
    
    $
    0.34
    
    
    $
    0.44Weighted Average Number of Diluted Shares
    
    
    16,834
    
    
    
    15,269Fully Diluted Earnings Per Share
    
    $
    0.34
    
    
    $
    0.44Dividends Declared Per Common Share
    
    $
    0.225
    
    
    $
    0.221
 The accompanying notes are an integral part of these consolidated financial statements
 5




---



##### Table of Contents



AMERICAN STATES WATER COMPANY
 
 CONSOLIDATED STATEMENTS OF INCOME
 FOR THE SIX MONTHS ENDED
JUNE 30, 2005 AND 2004
(Unaudited)
 Six Months EndedJune 30,(in thousands, except per share amounts)
    
    2005
    
    2004Operating RevenuesWater
    
    $
    95,048
    
    
    $
    92,318Electric
    
    
    13,561
    
    
    
    13,076Other
    
    
    1,681
    
    
    
    601110,290
    
    
    
    105,995Operating ExpensesWater purchased
    
    
    19,963
    
    
    
    21,683Power purchased for pumping
    
    
    3,671
    
    
    
    4,132Power purchased for resale
    
    
    6,847
    
    
    
    7,367Unrealized gain on purchased power contracts
    
    
    (3,474
    )
    
    
    (481
    )Gain on settlement for removal of wells
    
    
    (760
    )
    
    
    Gain on sale of water rights
    
    
    
    
    
    
    (5,675
    )Groundwater production assessment
    
    
    3,764
    
    
    
    3,160Supply cost balancing accounts
    
    
    528
    
    
    
    3,819Other operating expenses
    
    
    10,287
    
    
    
    9,720Administrative and general expenses
    
    
    21,624
    
    
    
    20,576Depreciation and amortization
    
    
    11,331
    
    
    
    10,250Maintenance
    
    
    4,988
    
    
    
    4,936Taxes on income
    
    
    8,024
    
    
    
    6,028Other taxes
    
    
    4,493
    
    
    
    4,331Total operating expenses
    
    
    91,286
    
    
    
    89,846Operating Income
    
    
    19,004
    
    
    
    16,149Other Income (Loss)Other income (loss)
    
    
    (242
    )
    
    
    669Taxes on other income (loss)
    
    
    141
    
    
    
    (214
    )Total other income (loss)
    
    
    (101
    )
    
    
    455Interest ChargesInterest on long-term debt
    
    
    8,106
    
    
    
    8,102Other interest and amortization of debt expense
    
    
    1,298
    
    
    
    646Total interest charges
    
    
    9,404
    
    
    
    8,748Net Income
    
    $
    9,499
    
    
    $
    7,856Weighted Average Number of Shares Outstanding
    
    
    16,769
    
    
    
    15,236Basic Earnings Per Common Share
    
    $
    0.57
    
    
    $
    0.52Weighted Average Number of Diluted Shares
    
    
    16,821
    
    
    
    15,265Fully Diluted Earnings Per Share
    
    $
    0.56
    
    
    $
    0.51Dividends Declared Per Common Share
    
    $
    0.450
    
    
    $
    0.442
 The accompanying notes are an integral part of these consolidated financial statements
 6




---



##### Table of Contents



AMERICAN STATES WATER COMPANY
 
 CONSOLIDATED STATEMENTS OF CASH FLOW
 FOR THE SIX MONTHS
ENDED JUNE 30, 2005 AND 2004  (Unaudited)
 Six Months EndedJune 30,(in thousands)
    
    2005
    
    2004Cash Flows From Operating Activities:Net income
    
    $
    9,499
    
    
    $
    7,856Adjustments for non-cash items:Depreciation and amortization
    
    
    11,331
    
    
    
    10,250Provision for doubtful accounts
    
    
    235
    
    
    
    257Deferred income taxes and investment tax credits
    
    
    3,219
    
    
    
    651Unrealized gain on purchased power contracts
    
    
    (3,474
    )
    
    
    (481
    )Impairment loss on assets removed from rate-base
    
    
    
    
    
    
    482Non-cash compensation expense on stock units issued
    
    
    97
    
    
    
    778Other  net
    
    
    (107
    )
    
    
    970Changes in assets and liabilities:Accounts receivable  customers
    
    
    (1,182
    )
    
    
    (479
    )Unbilled revenue
    
    
    (3,890
    )
    
    
    (2,059
    )Other accounts receivable
    
    
    52
    
    
    
    8,282Materials and supplies
    
    
    60
    
    
    
    (107
    )Prepayments and other current assets
    
    
    1,549
    
    
    
    1,820Regulatory assets  supply cost balancing accounts
    
    
    528
    
    
    
    3,819Other assets
    
    
    336
    
    
    
    (46
    )Accounts payable
    
    
    576
    
    
    
    (3,247
    )Income taxes receivable/payable
    
    
    9,189
    
    
    
    5,135Other liabilities
    
    
    4,871
    
    
    
    (4,802
    )Net cash provided
    
    
    32,889
    
    
    
    29,079Cash Flows From Investing Activities:Construction expenditures
    
    
    (35,834
    )
    
    
    (30,592
    )Net cash used
    
    
    (35,834
    )
    
    
    (30,592
    )Cash Flows From Financing Activities:Proceeds from issuance of common shares
    
    
    555
    
    
    
    1,204Receipt of advances for and contributions in aid
of construction
    
    
    8,128
    
    
    
    5,175Refunds on advances for construction
    
    
    (2,372
    )
    
    
    (2,287
    )Repayments of long-term debt
    
    
    (353
    )
    
    
    (331
    )Net change in notes payable to banks
    
    
    4,000
    
    
    
    (2,000
    )Cash received on financing portion of purchased
power contracts
    
    
    1,333
    
    
    
    658Dividends paid
    
    
    (7,545
    )
    
    
    (6,732
    )Net cash provided (used)
    
    
    3,746
    
    
    
    (4,313
    )Net increase (decrease) in cash and cash equivalents
    
    
    801
    
    
    
    (5,826
    )Cash and cash equivalents, beginning of period
    
    
    4,303
    
    
    
    12,775Cash and cash equivalents, end of period
    
    $
    5,104
    
    
    $
    6,949
 The accompanying notes are an integral part of these consolidated financial statements
 7




---



##### Table of Contents



SOUTHERN CALIFORNIA WATER COMPANY
 BALANCE SHEETS
 ASSETS
(Unaudited)
 June 30,
    
    December 31,(in thousands)
    
    2005
    
    2004Utility Plant, at costWater
    
    $
    747,710
    
    
    $
    734,662Electric
    
    
    58,549
    
    
    
    58,667806,259
    
    
    
    793,329Less  Accumulated depreciation
    
    
    (240,502
    )
    
    
    (229,664
    )565,757
    
    
    
    563,665Construction work in progress
    
    
    84,487
    
    
    
    65,136Net utility plant
    
    
    650,244
    
    
    
    628,801Other Property and Investments
    
    
    7,438
    
    
    
    7,419Current AssetsCash and cash equivalents
    
    
    3,323
    
    
    
    2,702Accounts receivable-customers (less allowance for doubtful
accounts of $720 in 2005 and $758 in 2004)
    
    
    11,814
    
    
    
    10,818Unbilled revenue
    
    
    17,255
    
    
    
    13,466Inter-company receivable
    
    
    707
    
    
    
    1,126Other accounts receivable (less allowance for doubtful
accounts of $234 in 2005 and $201 in 2004)
    
    
    2,053
    
    
    
    2,465Income taxes receivable from Parent
    
    
    
    
    
    
    4,187Materials and supplies, at average cost
    
    
    1,410
    
    
    
    1,473Regulatory assets  current
    
    
    5,428
    
    
    
    7,104Prepayments and other current assets
    
    
    3,192
    
    
    
    3,248Deferred income taxes  current
    
    
    1,791
    
    
    
    2,795Total current assets
    
    
    46,973
    
    
    
    49,384Regulatory and Other AssetsRegulatory assets
    
    
    53,292
    
    
    
    54,219Other accounts receivable
    
    
    8,607
    
    
    
    8,400Other
    
    
    7,884
    
    
    
    8,053Total regulatory and other assets
    
    
    69,783
    
    
    
    70,672Total Assets
    
    $
    774,438
    
    
    $
    756,276
 The accompanying notes are an integral part of these financial statements
 8




---



##### Table of Contents



SOUTHERN CALIFORNIA WATER COMPANY
 BALANCE SHEETS
CAPITALIZATION AND LIABILITIES
(Unaudited)
 June 30,
    
    December 31,(in thousands)
    
    2005
    
    2004CapitalizationCommon shares, no par value
    
    $
    159,387
    
    
    $
    159,290Earnings reinvested in the business
    
    
    89,793
    
    
    
    87,817Accumulated other comprehensive loss
    
    
    (3,259
    )
    
    
    (3,259
    )Total common shareholders equity
    
    
    245,921
    
    
    
    243,848Long-term debt
    
    
    221,687
    
    
    
    221,697Total capitalization
    
    
    467,608
    
    
    
    465,545Current LiabilitiesLong-term debt  current
    
    
    229
    
    
    
    282Accounts payable
    
    
    17,430
    
    
    
    17,196Inter-company payable
    
    
    29,383
    
    
    
    23,925Income taxes payable to Parent
    
    
    3,792
    
    
    
    Accrued employee expenses
    
    
    4,400
    
    
    
    3,951Accrued interest
    
    
    1,796
    
    
    
    1,636Regulatory liabilities  current
    
    
    3,697
    
    
    
    3,441Other
    
    
    9,945
    
    
    
    12,601Total current liabilities
    
    
    70,672
    
    
    
    63,032Other CreditsAdvances for construction
    
    
    71,271
    
    
    
    70,206Contributions in aid of construction-net
    
    
    75,393
    
    
    
    72,574Deferred income taxes
    
    
    57,431
    
    
    
    56,684Unamortized investment tax credits
    
    
    2,564
    
    
    
    2,609Accrued pension and other postretirement benefits
    
    
    12,518
    
    
    
    8,793Regulatory liabilities
    
    
    9,785
    
    
    
    9,731Other
    
    
    7,196
    
    
    
    7,102Total other credits
    
    
    236,158
    
    
    
    227,699Commitments and Contingencies (Note 10)
    
    
    
    
    
    
    Total Capitalization and Liabilities
    
    $
    774,438
    
    
    $
    756,276
 The accompanying notes are an integral part of these financial statements
 9




---



##### Table of Contents



SOUTHERN CALIFORNIA WATER COMPANY
 
 STATEMENTS OF INCOME
 FOR THE THREE MONTHS
ENDED JUNE 30, 2005 AND 2004
(Unaudited)
 Three Months EndedJune 30,(in thousands)
    
    2005
    
    2004Operating RevenuesWater
    
    $
    51,797
    
    
    $
    51,897Electric
    
    
    6,091
    
    
    
    5,44957,888
    
    
    
    57,346Operating ExpensesWater purchased
    
    
    12,100
    
    
    
    12,609Power purchased for pumping
    
    
    2,045
    
    
    
    2,294Power purchased for resale
    
    
    2,710
    
    
    
    2,538Unrealized (gain) loss on purchased power contracts
    
    
    (459
    )
    
    
    76Gain on sale of water rights
    
    
    
    
    
    
    (5,675
    )Groundwater production assessment
    
    
    1,878
    
    
    
    1,338Supply cost balancing accounts
    
    
    (550
    )
    
    
    3,598Other operating expenses
    
    
    4,697
    
    
    
    4,914Administrative and general expenses
    
    
    9,653
    
    
    
    9,418Depreciation and amortization
    
    
    5,415
    
    
    
    4,835Maintenance
    
    
    2,304
    
    
    
    2,375Taxes on income
    
    
    5,207
    
    
    
    6,024Other taxes
    
    
    2,112
    
    
    
    2,015Total operating expenses
    
    
    47,112
    
    
    
    46,359Operating Income
    
    
    10,776
    
    
    
    10,987Other Income (Loss)Other income (loss), net
    
    
    (140
    )
    
    
    851Taxes on other income (loss)
    
    
    77
    
    
    
    (322
    )Total other income (loss), net
    
    
    (63
    )
    
    
    529Interest ChargesInterest on long-term debt
    
    
    3,956
    
    
    
    3,939Other interest and amortization of debt expense
    
    
    460
    
    
    
    258Total interest charges
    
    
    4,416
    
    
    
    4,197Net Income
    
    $
    6,297
    
    
    $
    7,319
 The accompanying notes are an integral part of these financial statements
 10




---



##### Table of Contents



SOUTHERN CALIFORNIA WATER COMPANY
 
 STATEMENTS OF INCOME
 FOR THE SIX MONTHS ENDED
JUNE 30, 2005 AND 2004
(Unaudited)
 Six Months EndedJune 30,(in thousands)
    
    2005
    
    2004June 30,Operating RevenuesWater
    
    $
    91,951
    
    
    $
    89,358Electric
    
    
    13,561
    
    
    
    13,076105,512
    
    
    
    102,434Operating ExpensesWater purchased
    
    
    19,670
    
    
    
    21,329Power purchased for pumping
    
    
    3,457
    
    
    
    3,935Power purchased for resale
    
    
    6,847
    
    
    
    7,367Unrealized gain on purchased power contracts
    
    
    (3,474
    )
    
    
    (481
    )Gain on sale of water rights
    
    
    
    
    
    
    (5,675
    )Groundwater production assessment
    
    
    3,799
    
    
    
    3,160Supply cost balancing accounts
    
    
    528
    
    
    
    3,819Other operating expenses
    
    
    9,310
    
    
    
    9,007Administrative and general expenses
    
    
    18,472
    
    
    
    17,154Depreciation and amortization
    
    
    10,772
    
    
    
    9,772Maintenance
    
    
    4,613
    
    
    
    4,628Taxes on income
    
    
    8,386
    
    
    
    7,360Other taxes
    
    
    4,272
    
    
    
    4,140Total operating expenses
    
    
    86,652
    
    
    
    85,515Operating Income
    
    
    18,860
    
    
    
    16,919Other Income (Loss)Other income (loss), net
    
    
    (264
    )
    
    
    664Taxes on other income (loss)
    
    
    150
    
    
    
    (221
    )Total other income (loss), net
    
    
    (114
    )
    
    
    443Interest ChargesInterest on long-term debt
    
    
    7,903
    
    
    
    7,874Other interest and amortization of debt expense
    
    
    867
    
    
    
    450Total interest charges
    
    
    8,770
    
    
    
    8,324Net Income
    
    $
    9,976
    
    
    $
    9,038
 The accompanying notes are an integral part of these financial statements
 11




---



##### Table of Contents



SOUTHERN CALIFORNIA WATER COMPANY
 
 CASH
FLOW STATEMENTS
 FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
(Unaudited)
 Six Months EndedJune 30,(in thousands)
    
    2005
    
    2004Cash Flows From Operating Activities:Net income
    
    $
    9,976
    
    
    $
    9,038Adjustments for non-cash items:Depreciation and amortization
    
    
    10,772
    
    
    
    9,772Provision for doubtful accounts
    
    
    218
    
    
    
    240Deferred income taxes and investment tax credits
    
    
    2,782
    
    
    
    354Unrealized gain on purchased power contracts
    
    
    (3,474
    )
    
    
    (481
    )Impairment loss on assets removed from rate-base
    
    
    
    
    
    
    482Non-cash compensation expense on stock units issued
    
    
    97
    
    
    
    778Other  net
    
    
    95
    
    
    
    1,028Changes in assets and liabilities:Accounts receivable  customers
    
    
    (1,181
    )
    
    
    (553
    )Unbilled revenue
    
    
    (3,789
    )
    
    
    (2,030
    )Other accounts receivable
    
    
    172
    
    
    
    8,348Materials and supplies
    
    
    63
    
    
    
    (108
    )Prepayments and other current assets
    
    
    1,503
    
    
    
    1,864Regulatory assets  supply cost balancing accounts
    
    
    528
    
    
    
    3,819Other assets
    
    
    501
    
    
    
    (118
    )Accounts payable
    
    
    234
    
    
    
    (2,579
    )Inter-company receivable/payable
    
    
    (2,423
    )
    
    
    (1,533
    )Income taxes receivable/payable from/to Parent
    
    
    7,979
    
    
    
    6,788Other liabilities
    
    
    3,920
    
    
    
    (5,074
    )Net cash provided
    
    
    27,973
    
    
    
    30,035Cash Flows From Investing Activities:Construction expenditures
    
    
    (33,437
    )
    
    
    (29,266
    )Net cash used
    
    
    (33,437
    )
    
    
    (29,266
    )Cash Flows From Financing Activities:Receipt of advances for and contributions in aid of construction
    
    
    7,013
    
    
    
    5,170Refunds on advances for construction
    
    
    (2,377
    )
    
    
    (2,274
    )Repayments of long-term debt
    
    
    (184
    )
    
    
    (174
    )Net change in intercompany borrowings
    
    
    8,300
    
    
    
    Cash received on financing portion of purchased power contracts
    
    
    1,333
    
    
    
    658Dividends paid
    
    
    (8,000
    )
    
    
    (7,700
    )Net cash provided (used)
    
    
    6,085
    
    
    
    (4,320
    )Net increase (decrease) in cash and cash equivalents
    
    
    621
    
    
    
    (3,551
    )Cash and cash equivalents, beginning of period
    
    
    2,702
    
    
    
    8,306Cash and cash equivalents, end of period
    
    $
    3,323
    
    
    $
    4,755
 The accompanying notes are an integral part of these financial statements
 12




---



##### Table of Contents



AMERICAN STATES WATER COMPANY
 AND
SOUTHERN CALIFORNIA WATER COMPANY
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 Note 1  Summary of Significant Accounting Policies
 General:
 Basis of Presentation:
 SCWs Related Party Transactions
 13




---



##### Table of Contents



Note 2  Regulatory Matters:
  June 30,
    
    December 31,(In thousands)
    
    2005
    
    2004SCWSupply cost balancing accounts
    
    $
    21,923
    
    
    $
    23,537Costs deferred for future recovery on Aerojet case
    
    
    15,122
    
    
    
    15,347Flow-through taxes, net
    
    
    6,658
    
    
    
    7,733Electric transmission line abandonment costs
    
    
    3,488
    
    
    
    3,546Asset retirement obligations
    
    
    3,230
    
    
    
    3,038Low income balancing accounts
    
    
    2,436
    
    
    
    2,134General rate case memorandum accounts
    
    
    1,424
    
    
    
    2,168Refund of water right lease revenues
    
    
    (6,199
    )
    
    
    (5,889
    )Revenues subject to refund
    
    
    (3,518
    )
    
    
    (3,487
    )Supply cost memorandum accounts net over-collections
    
    
    (643
    )
    
    
    (1,818
    )Other regulatory assets
    
    
    1,317
    
    
    
    1,842Total SCW
    
    $
    45,238
    
    
    $
    48,151CCWCAsset retirement obligations
    
    $
    43
    
    
    $
    41Other regulatory assets/liabilities, net
    
    
    (474
    )
    
    
    144Total AWR
    
    $
    44,807
    
    
    $
    48,336
 Supply Cost Balancing Accounts:
 Electric
Supply Cost Balancing Account
 14




---



##### Table of Contents



Note 2  Regulatory Matters (Continued):
 Water Memorandum Supply Cost Accounts:
 .
  Costs Deferred for Future Recovery:
   15




---



##### Table of Contents



Note 2  Regulatory Matters (Continued):
 Refund of Water Right Lease Revenues:
   CCWC Other Regulatory Assets/Liabilities:
    16




---



##### Table of Contents



Note 3  Earnings Per Share / Capital Stock:
 Earnings Per Share
 For The Three Months
    
    For The Six MonthsEnded June 30,
    
    Ended June 30,(in thousands, except per share data)
    
    2005
    
    2004
    
    2005
    
    2004Weighted average shares outstanding
    
    
    16,773
    
    
    
    15,248
    
    
    
    16,769
    
    
    
    15,236Assumed exercise of stock options
    
    
    44
    
    
    
    3
    
    
    
    36
    
    
    
    11Assumed stock units are converted to
Common Shares
    
    
    17
    
    
    
    18
    
    
    
    16
    
    
    
    18Weighted average diluted shares
    
    
    16,834
    
    
    
    15,269
    
    
    
    16,821
    
    
    
    15,265Earnings available for common shareholders
    
    $
    5,735
    
    
    $
    6,710
    
    
    $
    9,499
    
    
    $
    7,856Basic earnings per share
    
    $
    0.34
    
    
    $
    0.44
    
    
    $
    0.57
    
    
    $
    0.52Diluted earnings per share
    
    $
    0.34
    
    
    $
    0.44
    
    
    $
    0.56
    
    
    $
    0.51
   17




---



##### Table of Contents



Note 4  Credit Facility:
 Note 5  Derivative Instruments: Accounting for Derivative
Instruments and Hedging Activities
 Note 6  Income Taxes
   18




---



##### Table of Contents



Note 7  Stock Incentive Plans: Accounting for Stock Issued to Employees Accounting for Stock-Based Compensation.
   For The Three Months
    
    For The Six MonthsEnded June 30,
    
    Ended June 30,(dollars in thousands, except EPS)
    
    2005
    
    2004
    
    2005
    
    2004Earnings available to common
shareholders:As reported
    
    $
    5,735
    
    
    $
    6,710
    
    
    $
    9,499
    
    
    $
    7,856Add: Stock-based compensation
expense included in reported net
income, net of tax
    
    
    52
    
    
    
    461
    
    
    
    57
    
    
    
    461Less: Stock-based compensation
expense determined under the
fair-value accounting method, net
of tax
    
    
    (106
    )
    
    
    (497
    )
    
    
    (672
    )
    
    
    (909
    )Pro forma
    
    $
    5,681
    
    
    $
    6,674
    
    
    $
    8,884
    
    
    $
    7,408Basic earnings per share:As reported
    
    $
    0.34
    
    
    $
    0.44
    
    
    $
    0.57
    
    
    $
    0.52Pro forma
    
    $
    0.34
    
    
    $
    0.44
    
    
    $
    0.53
    
    
    $
    0.49Diluted earnings per share:As reported
    
    $
    0.34
    
    
    $
    0.44
    
    
    $
    0.56
    
    
    $
    0.51Pro forma
    
    $
    0.34
    
    
    $
    0.44
    
    
    $
    0.53
    
    
    $
    0.49
 19




---



##### Table of Contents



Note 8  Employee Benefit Plans:
 For The Three Months Ended June 30, 2005 and 2004Other PostretirementPension Benefits
    
    Benefits
    
    SERP(dollars in thousands)
    
    2005
    
    2004
    
    2005
    
    2004
    
    2005
    
    2004Components of Net Periodic Benefits
Cost:Service Cost
    
    $
    933
    
    
    $
    701
    
    
    $
    109
    
    
    $
    101
    
    
    $
    32
    
    
    $
    32Interest Cost
    
    
    1,088
    
    
    
    906
    
    
    
    151
    
    
    
    148
    
    
    
    28
    
    
    
    31Expected Return on Plan Assets
    
    
    (922
    )
    
    
    (830
    )
    
    
    (74
    )
    
    
    (64
    )
    
    
    
    
    
    
    Amortization of Transition
    
    
    
    
    
    
    
    
    
    
    105
    
    
    
    105
    
    
    
    
    
    
    
    Amortization of Prior Service Cost
    
    
    41
    
    
    
    40
    
    
    
    (50
    )
    
    
    (50
    )
    
    
    38
    
    
    
    37Amortization of Actuarial (Gain) Loss
    
    
    313
    
    
    
    90
    
    
    
    41
    
    
    
    30
    
    
    
    (10
    )
    
    
    Net Periodic Pension Cost
    
    $
    1,453
    
    
    $
    907
    
    
    $
    282
    
    
    $
    270
    
    
    $
    88
    
    
    $
    100
 For The Six Months Ended June 30, 2005 and 2004Other PostretirementPension Benefits
    
    Benefits
    
    SERP(dollars in thousands)
    
    2005
    
    2004
    
    2005
    
    2004
    
    2005
    
    2004Components of Net Periodic Benefits
Cost:Service Cost
    
    $
    1,866
    
    
    $
    1,402
    
    
    $
    218
    
    
    $
    202
    
    
    $
    64
    
    
    $
    64Interest Cost
    
    
    2,176
    
    
    
    1,812
    
    
    
    302
    
    
    
    296
    
    
    
    56
    
    
    
    62Expected Return on Plan Assets
    
    
    (1,844
    )
    
    
    (1,660
    )
    
    
    (148
    )
    
    
    (128
    )
    
    
    
    
    
    
    Amortization of Transition
    
    
    
    
    
    
    
    
    
    
    210
    
    
    
    210
    
    
    
    
    
    
    
    Amortization of Prior Service Cost
    
    
    82
    
    
    
    80
    
    
    
    (100
    )
    
    
    (100
    )
    
    
    76
    
    
    
    74Amortization of Actuarial (Gain) Loss
    
    
    626
    
    
    
    180
    
    
    
    82
    
    
    
    60
    
    
    
    (20
    )
    
    
    Net Periodic Pension Cost
    
    $
    2,906
    
    
    $
    1,814
    
    
    $
    564
    
    
    $
    540
    
    
    $
    176
    
    
    $
    200
  Note 9  New Accounting Pronouncements:
 Accounting Changes and Error Corrections  A Replacement of APB Opinion No. 20 and FASB Statement
No. 3
 20




---



##### Table of Contents



Note 9  New Accounting Pronouncements (Continued):
 Accounting for Conditional Asset
Retirement Obligations,
 Share-Based Payment, Accounting for Stock-Based Compensation,
  Note 10  Contingencies:
 Water Quality-Related Litigation:
   21




---



##### Table of Contents



Note 10  Contingencies (Continued):
  Aerojet:
     22




---



##### Table of Contents



Note 10  Contingencies (Continued):
  Other Water Quality Litigation:
    23




---



##### Table of Contents



Note 10  Contingencies (Continued):
 Condemnation of Properties
    Santa Maria Groundwater Basin Adjudication:
  24




---



##### Table of Contents



Note 10  Contingencies (Continued):
  Other Litigation:
  Note 11  Business Segments:
 (dollars in thousands)
    
    As of and for the Three Months Ended June 30, 2005SCW
    
    CCWC
    
    
    
    
    
    
    
    
    
    ConsolidatedWater
    
    Electric
    
    Water
    
    Other*
    
    Eliminations
    
    AWROperating revenues
    
    $
    51,797
    
    
    $
    6,091
    
    
    $
    1,753
    
    
    $
    890
    

    
    
    ($35
    )
    
    $
    60,496Operating income (loss)
before income taxes
    
    
    15,093
    
    
    
    890
    
    
    
    286
    
    
    
    (930
    )
    
    
    
    
    
    
    15,339Interest expense, net
    
    
    4,006
    
    
    
    410
    
    
    
    104
    
    
    
    224
    
    
    
    
    
    
    
    4,744Identifiable assets
    
    
    610,249
    
    
    
    39,995
    
    
    
    36,488
    
    
    
    692
    
    
    
    
    
    
    
    687,424Depreciation and
amortization expense
    
    
    4,903
    
    
    
    512
    
    
    
    264
    
    
    
    17
    
    
    
    
    
    
    
    5,696Capital additions
    
    
    14,628
    
    
    
    682
    
    
    
    1,450
    
    
    
    248
    
    
    
    
    
    
    
    17,008
 (dollars in thousands)
    
    As of and for the Three Months Ended June 30, 2004SCW
    
    CCWC
    
    
    
    
    
    
    
    
    
    ConsolidatedWater
    
    Electric
    
    Water
    
    Other*
    
    Eliminations
    
    AWROperating revenues
    
    $
    51,897
    
    
    $
    5,449
    
    
    $
    1,704
    
    
    $
    319
    
    
    
    ($25
    )
    
    $
    59,344Operating income
(loss) before income
taxes
    
    
    17,922
    
    
    
    (911
    )
    
    
    123
    
    
    
    (1,449
    )
    
    
    
    
    
    
    15,685Interest expense, net
    
    
    3,763
    
    
    
    434
    
    
    
    121
    
    
    
    109
    
    
    
    
    
    
    
    4,427Identifiable assets
    
    
    551,764
    
    
    
    37,681
    
    
    
    32,245
    
    
    
    172
    
    
    
    
    
    
    
    621,862Depreciation and
amortization expense
    
    
    4,526
    
    
    
    309
    
    
    
    234
    
    
    
    4
    
    
    
    
    
    
    
    5,073Capital additions
    
    
    15,783
    
    
    
    552
    
    
    
    715
    
    
    
    57
    
    
    
    
    
    
    
    17,107
 25




---



##### Table of Contents



Note 11  Business Segments (Continued):
 (dollars in thousands)
    
    As of and for the Six Months Ended June 30, 2005SCW
    
    CCWC
    
    
    
    
    
    
    
    
    
    ConsolidatedWater
    
    Electric
    
    Water
    
    Other*
    
    Eliminations
    
    AWROperating revenues
    
    $
    91,951
    
    
    $
    13,561
    
    
    $
    3,096
    
    
    $
    1,717
    
    
    
    ($35
    )
    
    $
    110,290Operating income (loss)
before income taxes
    
    
    22,904
    
    
    
    4,342
    
    
    
    1,266
    
    
    
    (1,484
    )
    
    
    
    
    
    
    27,028Interest expense, net
    
    
    7,956
    
    
    
    814
    
    
    
    224
    
    
    
    410
    
    
    
    
    
    
    
    9,404Identifiable assets
    
    
    610,249
    
    
    
    39,995
    
    
    
    36,488
    
    
    
    692
    
    
    
    
    
    
    
    687,424Depreciation and
amortization expense
    
    
    9,765
    
    
    
    1,007
    
    
    
    525
    
    
    
    34
    
    
    
    
    
    
    
    11,331Capital additions
    
    
    32,077
    
    
    
    1,360
    
    
    
    2,038
    
    
    
    359
    
    
    
    
    
    
    
    35,834
 (dollars in thousands)
    
    As of and for the Six Months Ended June 30, 2004SCW
    
    CCWC
    
    
    
    
    
    
    
    
    
    ConsolidatedWater
    
    Electric
    
    Water
    
    Other*
    
    Eliminations
    
    AWROperating revenues
    
    $
    89,358
    
    
    $
    13,076
    
    
    $
    3,008
    
    
    $
    601
    
    
    
    ($48
    )
    
    $
    105,995Operating income
(loss) before income
taxes
    
    
    24,272
    
    
    
    7
    
    
    
    234
    
    
    
    (2,336
    )
    
    
    
    
    
    
    22,177Interest expense, net
    
    
    7,552
    
    
    
    772
    
    
    
    243
    
    
    
    181
    
    
    
    
    
    
    
    8,748Identifiable assets
    
    
    551,764
    
    
    
    37,681
    
    
    
    32,245
    
    
    
    172
    
    
    
    
    
    
    
    621,862Depreciation and
amortization expense
    
    
    9,054
    
    
    
    718
    
    
    
    470
    
    
    
    8
    
    
    
    
    
    
    
    10,250Capital additions
    
    
    26,928
    
    
    
    2,338
    
    
    
    1,243
    
    
    
    83
    
    
    
    
    
    
    
    30,592
 
 *
    
    Includes amounts from AWR and ASUSs contracted services. Beginning on October 1, 2004, it
also includes ASUSs wholly-owned subsidiary FBWS. Note 12  Subsequent Event:
 26




---



##### Table of Contents



Item 6. Exhibits
  31.1
    
    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 for AWR (1)31.1.1
    
    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 for SCW (1)31.2
    
    Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 for AWR (1)31.2.1
    
    Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 for SCW (1)32.1
    
    Certification of Chief Executive Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (2)32.2
    
    Certification of Chief Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (2)
 
 (1)
    
    Filed concurrently herewith.(2)
    
    Furnished concurrently herewith. 
 SIGNATURE
  AMERICAN STATES WATER COMPANY
and its subsidiary
SOUTHERN CALIFORNIA WATER COMPANYBy:
    /s/ Robert J. SprowlsRobert J. SprowlsSenior Vice President-Finance, Chief Financial Officer,
Treasurer and Corporate Secretary  27