American States Water Co 10-Q for FY2026 Q3
American States Water Co (AWR)
10-Q
2026-11-04
For: 2026-09-30
View Original
Added on
November 04, 2026
About this 10-Q
American States Water Co filed this 10-Q on November 4, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $192.54M
- up 5.4% from $182.72M a year earlier
- Net income
- $42.28M
- up 2.7% from net income of $41.17M a year earlier
- Diluted EPS
- $1.06
- unchanged from $1.06 a year earlier
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, 2026
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
(Exact Name of Registrant as Specified in Its Charter)
| (State or Other Jurisdiction of Incorporation or Organization) | (IRS Employer Identification No.) | |||||||||||||
| (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 | ||||||||||||
Commission file number 001-12008
(Exact Name of Registrant as Specified in Its Charter)
| (State or Other Jurisdiction of Incorporation or Organization) | (IRS Employer Identification No.) | |||||||||||||
| (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 | x | No | ¨ | ||||||||||||||
| Golden State Water Company | 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 | x | No | ¨ | ||||||||||||||
| Golden State Water Company | 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
| x | Accelerated filer | ¨ | Non-accelerated filer | ¨ | Smaller reporting company | Emerging growth company | |||||||||||||||||||||||||||||||||||
Golden State Water Company
| Large accelerated filer | ¨ | 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 3, 2026, the number of common shares, no par value (“Common Shares”) outstanding of American States Water Company was 39,640,141 . As of November 3, 2026, all of the 178.3836 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
3 | |||||||||||
GLOSSARY OF TERMS
The following terms and acronyms used in this Form 10-Q are defined below:
| Term or Acronym | Definition | ||||
| AFUDC | Allowance for Funds Used During Construction | ||||
| ASUS | American States Utility Services, Inc. | ||||
| ATM | At-The-Market Offering Program | ||||
| AWR | American States Water Company | ||||
| BRRBA | Base Revenue Requirement Balancing Account | ||||
| 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 | ||||
ETR | Effective Tax Rate | ||||
| 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 | ||||
| GSWC | Golden State Water Company | ||||
ICBA | Incremental Cost Balancing Account | ||||
M-WRAM | Monterey-style Water Revenue Adjustment Mechanism | ||||
| MCBA | Modified Cost Balancing Account | ||||
| ODUS | Old Dominion Utility Services, Inc. | ||||
| ONUS | Old North Utility Services, Inc. | ||||
PFAS | Per- and Polyfluoroalkyl Substances | ||||
| 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 | ||||
| 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 | ||||
U.S. EPA | U.S. Environmental Protection Agency | ||||
| 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,” “forecast,” “may,” “can,” “will,” “likely,” “possibility,” “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;
•the ability of GSWC and BVES to recover their respective costs through regulated rates, including increased costs related to aging infrastructure, climate change risks, water quality compliance, renewable energy and greenhouse gas regulations, inflation, tariffs, supply chain disruptions and interest rate increases, while facing customer affordability concerns;
•our contracts for providing services on military bases are provided under long-term, fixed-price contracts subject to annual economic price adjustments and may be suspended or terminated by the U.S. government at any time;
•risks associated with our military base contracts including potential disputes with the U.S. government over contract performance, increases in costs related to the expansion of our military base contract activities, and the performance of subcontractors supporting these operations;
•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;
•competition 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, including the impact of groundwater contamination and rising costs associated with treatment and mitigation of groundwater due to contamination and compliance with regulation;
•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 water and electric operations and their ability to continue providing safe and uninterrupted services during these extreme events;
•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;
•the costs and impacts of adverse publicity, legal and administrative proceedings, settlements, investigations or claims, any of which may lead to increased regulatory oversight, sanctions or reputational harm;
•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 and other events, such as terrorist activities, that may cause regionwide, statewide, nationwide or even global disruption, which could impact our businesses, operations, cash flows or financial results;
•the inherent risk of property damage and injury to employees or the public arising from electricity generation, transmission and distribution, the handling of hazardous materials and equipment, and proximity to public utility construction and maintenance operations, for which liability may arise regardless of any finding of negligence or fault;
•risks of losses not covered by insurance or recoverable in rates, including the risk of inadequate insurance coverage to cover significant losses due to a wildfire as insurance coverage becomes more expensive or unavailable on reasonable terms;
•the adequacy and cost 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;
•risks related to inaccurate financing or accounting estimates and changes in accounting, public utility, environmental and tax laws and regulations affecting our business;
•changes in fair value of investments and other assets;
•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, and the financial losses or other liabilities associated with failing to maintain safe work sites, equipment, or facilities;
•our ability to successfully maintain and/or upgrade our information technology systems as we are increasingly dependent on the continuous and reliable operation of these systems;
•cybersecurity incidents or information and operational technology outages, including those caused by third-party systems supporting our operations, could disrupt operations and critical technology systems, impair our ability to deliver services, and/or result in the loss or breach of critical and confidential information;
•our ability to attract, retain, train, motivate, develop, and transition key employees;
•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, including our ability to finance significant capital expenditures required by our operations, which are increasing;
•the impact of inflation, tariffs imposed 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;
•delays in receiving payment or delays in price adjustments due to canceled or delayed appropriations specific to our projects, reductions in government spending for the military generally or military-base operations specifically or other delays in Congress approving appropriations;
•appropriations and the timing of payment may be influenced by, among other things, the state of the economy, competing political priorities, budget constraints, the timing and amount of tax receipts, government shutdowns and the overall level of government expenditures;
•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;
•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;
•reliance on cash flow from our subsidiaries to meet financial obligations and to pay dividends on our Common Shares;
•the geographic concentration of our operations in California and changes in electricity and natural gas prices in the state; and
•other risks and uncertainties described under the heading “Item 1A. Risk Factors” in our Annual Report on Form 10-K 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 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 in our Annual Report on Form 10-K 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 (the “SEC”).
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
| (in thousands) | September 30, 2026 | December 31, 2025 | ||||||||||||
| Property, Plant and Equipment | ||||||||||||||
| Regulated utility plant, at cost | $ | $ | ||||||||||||
| Non-utility property, at cost | ||||||||||||||
| Total | ||||||||||||||
Less - accumulated depreciation | ( | ( | ||||||||||||
| Net property, plant and equipment | ||||||||||||||
| Other property and investments | ||||||||||||||
| Current Assets | ||||||||||||||
| Cash and cash equivalents | ||||||||||||||
Accounts receivable — customers (less allowance for doubtful accounts of $ | ||||||||||||||
| Unbilled receivable | ||||||||||||||
| Receivable from the U.S. government (Note 2) | ||||||||||||||
Other receivables (less allowance for doubtful accounts of $ | ||||||||||||||
| Materials and supplies | ||||||||||||||
| Regulatory assets — current | ||||||||||||||
| Prepayments and other current assets | ||||||||||||||
| Contract assets (Note 2) | ||||||||||||||
| Total current assets | ||||||||||||||
| Other Assets | ||||||||||||||
| Unbilled revenue — receivable from the U.S. government (Note 2) | ||||||||||||||
| Receivable from the U.S. government (Note 2) | ||||||||||||||
| Contract assets (Note 2) | ||||||||||||||
| Operating lease right-of-use assets | ||||||||||||||
| Regulatory assets | ||||||||||||||
| Other | ||||||||||||||
| Total other assets | ||||||||||||||
| Total Assets | $ | $ | ||||||||||||
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, 2026 | December 31, 2025 | ||||||||||||
Common shares, | ||||||||||||||
Authorized: | ||||||||||||||
Outstanding: | $ | $ | ||||||||||||
| Retained earnings | ||||||||||||||
| Total common shareholders’ equity | ||||||||||||||
| Long-term debt | ||||||||||||||
| Total capitalization | ||||||||||||||
| Current Liabilities | ||||||||||||||
| Long-term debt — current | ||||||||||||||
| Accounts payable | ||||||||||||||
| Income taxes payable | ||||||||||||||
| Accrued other taxes | ||||||||||||||
| Accrued employee expenses | ||||||||||||||
| Accrued interest | ||||||||||||||
| Contract liabilities (Note 2) | ||||||||||||||
| Operating lease liabilities | ||||||||||||||
| Purchase power contract derivative at fair value (Note 5) | ||||||||||||||
| Other | ||||||||||||||
| Total current liabilities | ||||||||||||||
| Other Credits | ||||||||||||||
| Notes payable to banks | ||||||||||||||
| Advances for construction | ||||||||||||||
Contributions in aid of construction – net | ||||||||||||||
| Deferred income taxes | ||||||||||||||
| Regulatory liabilities | ||||||||||||||
| Unamortized investment tax credits | ||||||||||||||
| Accrued pension and other postretirement benefits | ||||||||||||||
| Operating lease liabilities | ||||||||||||||
| Other | ||||||||||||||
| Total other credits | ||||||||||||||
| Commitments and Contingencies (Note 9) | ||||||||||||||
| Total Capitalization and Liabilities | $ | $ | ||||||||||||
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, 2026 AND 2025
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (in thousands, except per share amounts) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Operating Revenues | ||||||||||||||||||||||||||
| Water | $ | $ | $ | $ | ||||||||||||||||||||||
| Electric | ||||||||||||||||||||||||||
| Contracted services | ||||||||||||||||||||||||||
| Total operating revenues | ||||||||||||||||||||||||||
| Operating Expenses | ||||||||||||||||||||||||||
| Water purchased | ||||||||||||||||||||||||||
| Power purchased for pumping | ||||||||||||||||||||||||||
| Groundwater production assessment | ||||||||||||||||||||||||||
| Power purchased for resale | ||||||||||||||||||||||||||
| Supply cost balancing accounts | ( | ( | ( | ( | ||||||||||||||||||||||
| Other operation | ||||||||||||||||||||||||||
| Administrative and general | ||||||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||||
| Maintenance | ||||||||||||||||||||||||||
| Property and other taxes | ||||||||||||||||||||||||||
| ASUS construction | ||||||||||||||||||||||||||
| Total operating expenses | ||||||||||||||||||||||||||
| Operating Income | ||||||||||||||||||||||||||
| Other Income and Expenses | ||||||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | ||||||||||||||||||||||
| Interest income | ||||||||||||||||||||||||||
| Other, net | ||||||||||||||||||||||||||
| Total other income (expenses), net | ( | ( | ( | ( | ||||||||||||||||||||||
| Income before income tax expense | ||||||||||||||||||||||||||
| Income tax expense | ||||||||||||||||||||||||||
| Net Income | $ | $ | $ | $ | ||||||||||||||||||||||
| Weighted Average Number of Common Shares Outstanding | ||||||||||||||||||||||||||
| Basic Earnings Per Common Share | $ | $ | $ | $ | ||||||||||||||||||||||
| Weighted Average Number of Diluted Shares | ||||||||||||||||||||||||||
| Fully Diluted Earnings Per Common Share | $ | $ | $ | $ | ||||||||||||||||||||||
| Dividends Paid Per Common Share | $ | $ | $ | $ | ||||||||||||||||||||||
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, 2026
(Unaudited)
| Nine Months Ended September 30, 2026 | ||||||||||||||||||||||||||
| Common Shares | ||||||||||||||||||||||||||
| Number | ||||||||||||||||||||||||||
| of | Retained | |||||||||||||||||||||||||
| (in thousands) | Shares | Amount | Earnings | Total | ||||||||||||||||||||||
| Balances at December 31, 2025 | $ | $ | $ | |||||||||||||||||||||||
| Add: | ||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||
| Issuance of Common Shares from an at-the-market program, net of issuance costs | ||||||||||||||||||||||||||
| Issuances of Common Shares under stock-based compensation plans | — | — | ||||||||||||||||||||||||
| Stock-based compensation, net of taxes paid from shares withheld from employees related to net share settlements (Note 4) | ||||||||||||||||||||||||||
| Dividend equivalent rights on stock-based awards not paid in cash | ||||||||||||||||||||||||||
| Deduct: | ||||||||||||||||||||||||||
| Dividends on Common Shares | ||||||||||||||||||||||||||
| Dividend equivalent rights on stock-based awards not paid in cash | ||||||||||||||||||||||||||
| Balances at March 31, 2026 | $ | $ | $ | |||||||||||||||||||||||
| Add: | ||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||
| Issuance of Common Shares from an at-the-market program, net of issuance costs | ||||||||||||||||||||||||||
| Stock-based compensation, net of taxes paid from shares withheld from employees related to net share settlements (Note 4) | ||||||||||||||||||||||||||
| Dividend equivalent rights on stock-based awards not paid in cash | ||||||||||||||||||||||||||
| Deduct: | ||||||||||||||||||||||||||
| Dividends on Common Shares | ||||||||||||||||||||||||||
| Dividend equivalent rights on stock-based awards not paid in cash | ||||||||||||||||||||||||||
| Balances at June 30, 2026 | $ | $ | $ | |||||||||||||||||||||||
| Add: | ||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||
| Issuances of Common Shares under stock-based compensation plans | — | — | ||||||||||||||||||||||||
| Stock-based compensation, net of taxes paid from shares withheld from employees related to net share settlements (Note 4) | ||||||||||||||||||||||||||
| Dividend equivalent rights on stock-based awards not paid in cash | ||||||||||||||||||||||||||
| Deduct: | ||||||||||||||||||||||||||
| Dividends on Common Shares | ||||||||||||||||||||||||||
| Dividend equivalent rights on stock-based awards not paid in cash | ||||||||||||||||||||||||||
| Balances at September 30, 2026 | $ | $ | $ | |||||||||||||||||||||||
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, 2025
(Unaudited)
| Nine Months Ended September 30, 2025 | ||||||||||||||||||||||||||
| Common Shares | ||||||||||||||||||||||||||
| Number | ||||||||||||||||||||||||||
| of | Retained | |||||||||||||||||||||||||
| (in thousands) | Shares | Amount | Earnings | Total | ||||||||||||||||||||||
| Balances at December 31, 2024 | $ | $ | $ | |||||||||||||||||||||||
| Add: | ||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||
| Issuance of Common Shares from an at-the-market program, net of issuance costs | ||||||||||||||||||||||||||
| Issuances of Common Shares under stock-based compensation plans | — | — | ||||||||||||||||||||||||
| Stock-based compensation, net of taxes paid from shares withheld from employees related to net share settlements (Note 4) | ||||||||||||||||||||||||||
| Dividend equivalent rights on stock-based awards not paid in cash | ||||||||||||||||||||||||||
| Deduct: | ||||||||||||||||||||||||||
| Dividends on Common Shares | ||||||||||||||||||||||||||
| Dividend equivalent rights on stock-based awards not paid in cash | ||||||||||||||||||||||||||
| Balances at March 31, 2025 | $ | $ | $ | |||||||||||||||||||||||
| Add: | ||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||
| Issuance costs from an at-the-market offering program | ( | ( | ||||||||||||||||||||||||
| Stock-based compensation, net of taxes paid from shares withheld from employees related to net share settlements (Note 4) | ||||||||||||||||||||||||||
| Dividend equivalent rights on stock-based awards not paid in cash | ||||||||||||||||||||||||||
| Deduct: | ||||||||||||||||||||||||||
| Dividends on Common Shares | ||||||||||||||||||||||||||
| Dividend equivalent rights on stock-based awards not paid in cash | ||||||||||||||||||||||||||
| Balances at June 30, 2025 | $ | $ | $ | |||||||||||||||||||||||
| Add: | ||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||
| Issuance of Common Shares from an at-the-market offering program, net of issuance costs | ||||||||||||||||||||||||||
| Issuances of Common Shares under stock-based compensation plans | — | — | ||||||||||||||||||||||||
| Stock-based compensation, net of taxes paid from shares withheld from employees related to net share settlements (Note 4) | ||||||||||||||||||||||||||
| Dividend equivalent rights on stock-based awards not paid in cash | ||||||||||||||||||||||||||
| Deduct: | ||||||||||||||||||||||||||
| Dividends on Common Shares | ||||||||||||||||||||||||||
| Dividend equivalent rights on stock-based awards not paid in cash | ||||||||||||||||||||||||||
| Balances at September 30, 2025 | $ | $ | $ | |||||||||||||||||||||||
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, 2026 AND 2025
(Unaudited)
| Nine Months Ended September 30, | ||||||||||||||
| (in thousands) | 2026 | 2025 | ||||||||||||
| Cash Flows From Operating Activities: | ||||||||||||||
| Net income | $ | $ | ||||||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||||
| Depreciation and amortization | ||||||||||||||
| Provision for doubtful accounts | ||||||||||||||
| Deferred income taxes and investment tax credits | ||||||||||||||
| Stock-based compensation expense | ||||||||||||||
(Gain) loss on investments held in a trust | ( | ( | ||||||||||||
| Other — net | ||||||||||||||
| Changes in assets and liabilities: | ||||||||||||||
| Accounts receivable — customers | ( | ( | ||||||||||||
| Unbilled receivable | ( | |||||||||||||
Other receivables | ||||||||||||||
| Receivables from the U.S. government | ||||||||||||||
| Materials and supplies | ( | ( | ||||||||||||
| Prepayments and other assets | ( | |||||||||||||
| Contract assets | ( | |||||||||||||
| Regulatory assets/liabilities | ||||||||||||||
| Accounts payable | ( | |||||||||||||
| Income taxes receivable/payable | ( | |||||||||||||
| Contract liabilities | ( | |||||||||||||
| Accrued pension and other postretirement benefits | ( | ( | ||||||||||||
| Other liabilities | ||||||||||||||
Net cash provided (used) | ||||||||||||||
| Cash Flows From Investing Activities: | ||||||||||||||
| Capital expenditures | ( | ( | ||||||||||||
| Other investing activities | ||||||||||||||
Net cash provided (used) | ( | ( | ||||||||||||
| Cash Flows From Financing Activities: | ||||||||||||||
| Proceeds from issuance of Common Shares, net of issuance costs | ||||||||||||||
| Receipt of advances for and contributions in aid of construction | ||||||||||||||
| Refunds on advances for construction | ( | ( | ||||||||||||
| Repayments of long-term debt | ( | ( | ||||||||||||
| Proceeds from the issuance of long-term debt, net of issuance costs | ||||||||||||||
| Net changes in notes payable to banks | ( | ( | ||||||||||||
| Dividends paid | ( | ( | ||||||||||||
| Other financing activities | ( | ( | ||||||||||||
Net cash provided (used) | ( | ( | ||||||||||||
| Net change in cash and cash equivalents | ( | |||||||||||||
| Cash and cash equivalents, beginning of period | ||||||||||||||
| Cash and cash equivalents, end of period | $ | $ | ||||||||||||
| Non-cash transactions: | ||||||||||||||
| Accrued payables for investment in utility plant | $ | $ | ||||||||||||
| Property installed by developers and conveyed | $ | $ | ||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
7
| (in thousands) | September 30, 2026 | December 31, 2025 | ||||||||||||
| Utility Plant | ||||||||||||||
| Utility plant, at cost | $ | $ | ||||||||||||
Less - accumulated depreciation | ( | ( | ||||||||||||
| Net utility plant | ||||||||||||||
| Other Property and Investments | ||||||||||||||
| Current Assets | ||||||||||||||
| Cash and cash equivalents | ||||||||||||||
Accounts receivable — customers (less allowance for doubtful accounts of $ | ||||||||||||||
| Unbilled receivable | ||||||||||||||
Other receivables (less allowance for doubtful accounts of $ | ||||||||||||||
| Income taxes receivable from Parent | ||||||||||||||
| Materials and supplies | ||||||||||||||
| Regulatory assets — current | ||||||||||||||
| Prepayments and other current assets | ||||||||||||||
| Total current assets | ||||||||||||||
| Other Assets | ||||||||||||||
| Operating lease right-of-use assets | ||||||||||||||
| Other | ||||||||||||||
| Total other assets | ||||||||||||||
| Total Assets | $ | $ | ||||||||||||
The accompanying notes are an integral part of these financial statements.
8
| (in thousands, except number of shares) | September 30, 2026 | December 31, 2025 | ||||||||||||
| Capitalization | ||||||||||||||
Common Shares, | ||||||||||||||
Authorized: | ||||||||||||||
Outstanding: | $ | $ | ||||||||||||
| Retained earnings | ||||||||||||||
| Total common shareholder’s equity | ||||||||||||||
| Long-term debt | ||||||||||||||
| Total capitalization | ||||||||||||||
| Current Liabilities | ||||||||||||||
| Long-term debt — current | ||||||||||||||
| Accounts payable | ||||||||||||||
| Accrued other taxes | ||||||||||||||
| Accrued employee expenses | ||||||||||||||
| Accrued interest | ||||||||||||||
| Operating lease liabilities | ||||||||||||||
| Other | ||||||||||||||
| Total current liabilities | ||||||||||||||
| Other Credits | ||||||||||||||
| Notes payable to banks | ||||||||||||||
| Advances for construction | ||||||||||||||
| Contributions in aid of construction — net | ||||||||||||||
| Deferred income taxes | ||||||||||||||
| Regulatory liabilities | ||||||||||||||
| Unamortized investment tax credits | ||||||||||||||
| Accrued pension and other postretirement benefits | ||||||||||||||
| Operating lease liabilities | ||||||||||||||
| Other | ||||||||||||||
| Total other credits | ||||||||||||||
| Commitments and Contingencies (Note 9) | ||||||||||||||
| Total Capitalization and Liabilities | $ | $ | ||||||||||||
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, 2026 AND 2025
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Operating Revenues | ||||||||||||||||||||||||||
| Water | $ | $ | $ | $ | ||||||||||||||||||||||
| Total operating revenues | ||||||||||||||||||||||||||
| Operating Expenses | ||||||||||||||||||||||||||
| Water purchased | ||||||||||||||||||||||||||
| Power purchased for pumping | ||||||||||||||||||||||||||
| Groundwater production assessment | ||||||||||||||||||||||||||
| Supply cost balancing accounts | ( | ( | ||||||||||||||||||||||||
| Other operation | ||||||||||||||||||||||||||
| Administrative and general | ||||||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||||
| Maintenance | ||||||||||||||||||||||||||
| Property and other taxes | ||||||||||||||||||||||||||
| Total operating expenses | ||||||||||||||||||||||||||
| Operating Income | ||||||||||||||||||||||||||
| Other Income and Expenses | ||||||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | ||||||||||||||||||||||
| Interest income | ||||||||||||||||||||||||||
| Other, net | ||||||||||||||||||||||||||
| Total other income (expenses), net | ( | ( | ( | ( | ||||||||||||||||||||||
| Income before income tax expense | ||||||||||||||||||||||||||
| Income tax expense | ||||||||||||||||||||||||||
| Net Income | $ | $ | $ | $ | ||||||||||||||||||||||
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, 2026
(Unaudited)
| Nine Months Ended September 30, 2026 | ||||||||||||||||||||||||||
| Common Shares | ||||||||||||||||||||||||||
| Number | ||||||||||||||||||||||||||
| of | Retained | |||||||||||||||||||||||||
| (in thousands, except number of shares) | Shares | Amount | Earnings | Total | ||||||||||||||||||||||
| Balances at December 31, 2025 | $ | $ | $ | |||||||||||||||||||||||
| Add: | ||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||
| Stock-based compensation, net of taxes paid from shares withheld from employees related to net share settlements (Note 4) | ||||||||||||||||||||||||||
| Dividend equivalent rights on stock-based awards not paid in cash | ||||||||||||||||||||||||||
| Deduct: | ||||||||||||||||||||||||||
| Dividends on Common Shares | ||||||||||||||||||||||||||
| Dividend equivalent rights on stock-based awards not paid in cash | ||||||||||||||||||||||||||
| Balances at March 31, 2026 | $ | $ | $ | |||||||||||||||||||||||
| Add: | ||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||
| Stock-based compensation, net of taxes paid from shares withheld from employees related to net share settlements (Note 4) | ||||||||||||||||||||||||||
| Dividend equivalent rights on stock-based awards not paid in cash | ||||||||||||||||||||||||||
| Deduct: | ||||||||||||||||||||||||||
| Dividends on Common Shares | ||||||||||||||||||||||||||
| Dividend equivalent rights on stock-based awards not paid in cash | ||||||||||||||||||||||||||
| Balances at June 30, 2026 | $ | $ | $ | |||||||||||||||||||||||
| Add: | ||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||
| Stock-based compensation, net of taxes paid from shares withheld from employees related to net share settlements (Note 4) | ||||||||||||||||||||||||||
| Dividend equivalent rights on stock-based awards not paid in cash | ||||||||||||||||||||||||||
| Deduct: | ||||||||||||||||||||||||||
| Dividends on Common Shares | ||||||||||||||||||||||||||
| Dividend equivalent rights on stock-based awards not paid in cash | ||||||||||||||||||||||||||
| Balances at September 30, 2026 | $ | $ | $ | |||||||||||||||||||||||
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, 2025
(Unaudited)
| Nine Months Ended September 30, 2025 | ||||||||||||||||||||||||||
| Common Shares | ||||||||||||||||||||||||||
| Number | ||||||||||||||||||||||||||
| of | Retained | |||||||||||||||||||||||||
| (in thousands, except number of shares) | Shares | Amount | Earnings | Total | ||||||||||||||||||||||
| Balances at December 31, 2024 | $ | $ | $ | |||||||||||||||||||||||
| Add: | ||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||
| Stock-based compensation, net of taxes paid from shares withheld from employees related to net share settlements (Note 4) | ||||||||||||||||||||||||||
| Dividend equivalent rights on stock-based awards not paid in cash | ||||||||||||||||||||||||||
| Deduct: | ||||||||||||||||||||||||||
| Dividend equivalent rights on stock-based awards not paid in cash | ||||||||||||||||||||||||||
| Balances at March 31, 2025 | $ | $ | $ | |||||||||||||||||||||||
| Add: | ||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||
| Issuance of Common Shares to Parent | ||||||||||||||||||||||||||
| Stock-based compensation, net of taxes paid from shares withheld from employees related to net share settlements (Note 4) | ||||||||||||||||||||||||||
| Dividend equivalent rights on stock-based awards not paid in cash | ||||||||||||||||||||||||||
| Deduct: | ||||||||||||||||||||||||||
| Dividends on Common Shares | ||||||||||||||||||||||||||
| Dividend equivalent rights on stock-based awards not paid in cash | ||||||||||||||||||||||||||
| Balances at June 30, 2025 | $ | $ | $ | |||||||||||||||||||||||
| Add: | ||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||
| Stock-based compensation, net of taxes paid from shares withheld from employees related to net share settlements (Note 4) | ||||||||||||||||||||||||||
| Dividend equivalent rights on stock-based awards not paid in cash | ||||||||||||||||||||||||||
| Deduct: | ||||||||||||||||||||||||||
| Dividends on Common Shares | ||||||||||||||||||||||||||
| Dividend equivalent rights on stock-based awards not paid in cash | ||||||||||||||||||||||||||
| Balances at September 30, 2025 | $ | $ | $ | |||||||||||||||||||||||
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, 2026 AND 2025
(Unaudited)
| Nine Months Ended September 30, | ||||||||||||||
| (in thousands) | 2026 | 2025 | ||||||||||||
| Cash Flows From Operating Activities: | ||||||||||||||
| Net income | $ | $ | ||||||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||||
| Depreciation and amortization | ||||||||||||||
| Provision for doubtful accounts | ||||||||||||||
| Deferred income taxes and investment tax credits | ||||||||||||||
| Stock-based compensation expense | ||||||||||||||
(Gain) loss on investments held in a trust | ( | ( | ||||||||||||
| Other — net | ||||||||||||||
| Changes in assets and liabilities: | ||||||||||||||
| Accounts receivable — customers | ( | ( | ||||||||||||
| Unbilled receivable | ( | ( | ||||||||||||
Other receivables | ||||||||||||||
| Materials and supplies | ( | |||||||||||||
| Prepayments and other assets | ||||||||||||||
| Regulatory assets/liabilities | ||||||||||||||
| Accounts payable | ( | |||||||||||||
Receivable/payable from/to affiliate | ||||||||||||||
| Income taxes receivable/payable from/to Parent | ||||||||||||||
| Accrued pension and other postretirement benefits | ( | ( | ||||||||||||
| Other liabilities | ( | |||||||||||||
Net cash provided (used) | ||||||||||||||
| Cash Flows From Investing Activities: | ||||||||||||||
| Capital expenditures | ( | ( | ||||||||||||
| Other investing activities | ||||||||||||||
Net cash provided (used) | ( | ( | ||||||||||||
| Cash Flows From Financing Activities: | ||||||||||||||
| Proceeds from issuance of Common Shares to Parent | ||||||||||||||
| Receipt of advances for and contributions in aid of construction | ||||||||||||||
| Refunds on advances for construction | ( | ( | ||||||||||||
| Repayments of long-term debt | ( | ( | ||||||||||||
| Proceeds from the issuance of long-term debt, net of issuance costs | ||||||||||||||
Net changes in notes payable to banks | ( | |||||||||||||
| Dividends paid | ( | ( | ||||||||||||
| Other financing activities | ( | ( | ||||||||||||
Net cash provided (used) | ( | ( | ||||||||||||
| Net change in cash and cash equivalents | ( | |||||||||||||
| Cash and cash equivalents, beginning of period | ||||||||||||||
| Cash and cash equivalents, end of period | $ | $ | ||||||||||||
| Non-cash transactions: | ||||||||||||||
| Accrued payables for investment in utility plant | $ | $ | ||||||||||||
| Property installed by developers and conveyed | $ | $ | ||||||||||||
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 engages in the purchase, production, distribution and sale of water throughout California serving approximately 265,600 customer connections. BVES distributes electricity in several San Bernardino County mountain communities in California serving approximately 24,900 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.
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 SEC. The December 31, 2025 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, 2025 filed with the SEC.
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 $0.9 million and $0.8 million during the three month periods ended September 30, 2026 and 2025, respectively, and $2.8 million and $2.7 million during the nine month periods ended September 30, 2026 and 2025, respectively. GSWC also allocated corporate office administrative and general costs to ASUS of $1.3 million and $1.2 million during the three month periods ended September 30, 2026 and 2025, respectively, and $4.2 million and $4.0 million during the nine month periods ended September 30, 2026 and 2025, respectively.
14
Liquidity and Financing Activities: As of September 30, 2026, GSWC’s 5.5 % unsecured private placement notes totaling $65.0 million are scheduled to mature on June 5, 2027. Consequently, this balance has been classified within current liabilities in the accompanying balance sheets. It is management's current intention to refinance this obligation prior to its maturity date either through the issuance of new long-term debt, an equity contribution by AWR parent, or a combination of the two. While GSWC will actively evaluate long-term financing alternatives and participate in discussions with potential lenders, no formal commitment or refinancing agreement has been executed as of the date these financial statements were issued.
Recent Accounting Pronouncements Not Yet Adopted:
In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, (Disaggregation of Income Statement Expenses) requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. The guidance will be effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. Registrant is currently evaluating the impact of adopting this standard.
In September 2025, the FASB issued ASU 2025-06, (Targeted Improvements to the Accounting for Internal-Use Software) removing references to prescriptive and sequential software development stages. This ASU requires entities to begin capitalizing software costs when management has authorized and committed to funding the software project and it is probable that the project will be completed and the software will be used for the function intended. ASU 2025-06 is effective for annual periods beginning January 1, 2028, with early adoption permitted. Registrant is currently evaluating the impact of adopting this standard.
In December 2025, the FASB issued ASU No. 2025-10, (Accounting for Government Grants Received by Business Entities). The ASU establishes guidance on the recognition, measurement, and presentation of government grants received by business entities. The guidance is effective for annual and interim periods beginning January 1, 2029 with early adoption permitted. Adoption of this ASU can be applied on a modified prospective basis, a modified retrospective basis, or a full retrospective basis. Registrant is currently evaluating the impact of this new guidance.
In May 2026, the FASB issued ASU No. 2026-02, (Environmental Credits and Environmental Credit Obligations). The ASU establishes guidance for the recognition, measurement, presentation and disclosure requirements of environmental credits and environmental credit obligations. The guidance is effective for annual and interim periods beginning January 1, 2028 with early adoption permitted. Registrant is currently evaluating the impact of this new guidance.
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.
15
For the three and nine months ended September 30, 2026 and 2025, disaggregated revenues from contracts with customers by segment were as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||
| (dollars in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||
| Water: | |||||||||||||||||||||||||||||
| Tariff-based revenues | $ | $ | $ | $ | |||||||||||||||||||||||||
| CPUC-approved surcharges (cost-recovery activities) | |||||||||||||||||||||||||||||
| Other | |||||||||||||||||||||||||||||
| Water revenues from contracts with customers | |||||||||||||||||||||||||||||
| M-WRAM under/(over)-collection (alternative revenue programs) | ( | ( | ( | ( | |||||||||||||||||||||||||
| Total water revenues | |||||||||||||||||||||||||||||
| Electric: | |||||||||||||||||||||||||||||
| Tariff-based revenues | |||||||||||||||||||||||||||||
| CPUC-approved surcharges (cost-recovery activities) | |||||||||||||||||||||||||||||
| Electric revenues from contracts with customers | |||||||||||||||||||||||||||||
BRRBA under/(over)-collection (alternative revenue program) | ( | ( | |||||||||||||||||||||||||||
| Total electric revenues | |||||||||||||||||||||||||||||
| Contracted services: | |||||||||||||||||||||||||||||
| Water | |||||||||||||||||||||||||||||
| Wastewater | |||||||||||||||||||||||||||||
Contracted services revenues from contracts with customers | |||||||||||||||||||||||||||||
| Total AWR revenues | $ | $ | $ | $ | |||||||||||||||||||||||||
The opening and closing balances of the receivable from the U.S. government, contract assets, and contract liabilities from contracts with customers, which are related entirely to ASUS, are as follows:
| (dollars in thousands) | September 30, 2026 | December 31, 2025 | ||||||||||||
| Unbilled receivables | $ | $ | ||||||||||||
| Receivable from the U.S. government | $ | $ | ||||||||||||
| Contract assets | $ | $ | ||||||||||||
| Contract liabilities | $ | $ | ||||||||||||
Unbilled receivables and Receivable from the U.S. government represent receivables where the right to payment is conditional only by the passage of time.
Contract Assets - Contract assets are assets of ASUS and its subsidiaries and consist of unbilled revenues recognized from work-in-progress construction projects, where the right to payment is conditional on something other than the passage of time. The classification of this asset as current or noncurrent is based on the timing of when ASUS expects to bill these amounts.
Contract Liabilities - Contract liabilities are liabilities of ASUS and consist of billings in excess of revenue recognized. The classification of this liability as current or noncurrent is based on the timing of when ASUS expects to recognize revenue. Contracted services revenues recognized during the three and nine months ended September 30, 2026, which were included in contract liabilities at the beginning of each respective period, July 1, 2026, and January 1, 2026, were $3.1 million and $8.6 million, respectively. Contracted services revenues recognized during the three and nine months ended September 30, 2026 from performance obligations satisfied in previous periods were not material.
16
Note 3 — Regulatory Matters
In accordance with accounting principles for rate-regulated enterprises, GSWC and BVES record regulatory assets, which represent probable future recovery of incurred costs from customers through the ratemaking process, and regulatory liabilities, which represent probable future refunds that are to be credited to customers through the ratemaking process. At September 30, 2026, GSWC and BVES had $25.0 million of net regulatory liabilities on the balance sheets, which included $105.6 million of regulatory assets net of $130.6 million of regulatory liabilities. As authorized by the CPUC, the majority of the regulatory assets and liabilities accrue interest at the current 90 -day commercial-paper rate. There are $44.8 million of regulatory assets not accruing a carrying cost, which included $29.3 million related to flowed-through deferred income taxes including the gross-up portion on the deferred tax resulting from the excess deferred income tax regulatory liability, and $12.0 million related to memorandum accounts authorized by the CPUC to track unrealized gains and losses on BVES’s purchase power contracts over the term of the contracts. The remaining $3.5 million relates to other regulatory assets that do not provide for a carrying cost. Furthermore, there are $106.9 million of regulatory liabilities not accruing interest that consisted of $66.7 million related to excess deferred income taxes arising from the lower federal income tax rate under the Tax Cuts and Jobs Act enacted in December 2017 that are being refunded to customers, and $40.2 million related to the net over funded positions in Registrant’s pension and other retirement obligations (not including the two-way pension balancing accounts, which accrue interest).
Regulatory assets represent costs incurred by GSWC and/or BVES for which they have received or expect to receive rate recovery in the future. In determining the probability of costs being recognized in other periods, GSWC and BVES consider regulatory rules and decisions, past practices, and other facts or circumstances that would indicate if recovery is probable. If the CPUC determines that a portion of either GSWC’s or BVES’s regulatory assets are not recoverable in customer rates, the applicable utility must determine if it has suffered an asset impairment that requires it to write down the asset’s value. Regulatory assets are offset against regulatory liabilities within each ratemaking area. Amounts expected to be collected or refunded in the next twelve months have been classified as current assets and current liabilities by ratemaking area.
Regulatory assets, less regulatory liabilities, included in the consolidated balance sheets are as follows:
| (dollars in thousands) | September 30, 2026 | December 31, 2025 | ||||||||||||
| GSWC | ||||||||||||||
| 2022/2023 general rate case memorandum accounts (unbilled revenue) | $ | $ | ||||||||||||
| Flowed-through deferred income taxes, net | ||||||||||||||
| Low income rate assistance balancing accounts | ||||||||||||||
| Other regulatory assets | ||||||||||||||
| Excess deferred income taxes | ( | ( | ||||||||||||
| Pensions and other post-retirement obligations | ( | ( | ||||||||||||
| PFAS Contamination Litigation Proceeds Memorandum Account | ( | ( | ||||||||||||
| Other regulatory liabilities | ( | ( | ||||||||||||
| Total GSWC | $ | ( | $ | ( | ||||||||||
| BVES | ||||||||||||||
| Derivative instrument memorandum account (Note 5) | $ | $ | ||||||||||||
| 2023/2024 general rate case memorandum accounts (unbilled revenue) | ||||||||||||||
| Wildfire mitigation and other fire prevention related costs memorandum accounts | ||||||||||||||
| Other regulatory assets | ||||||||||||||
| Other regulatory liabilities | ( | ( | ||||||||||||
| Total BVES | $ | $ | ||||||||||||
| Total AWR | $ | ( | $ | |||||||||||
Regulatory matters are discussed in the consolidated financial statements and the notes thereto included in the Company’s Form 10-K for the year ended December 31, 2025 filed with the SEC. There were no significant changes during the nine months ended September 30, 2026 except for routine and recurring activity, including the recovery of regulatory assets through surcharges currently in place.
PFAS Contamination Litigation Proceeds Memorandum Account:
GSWC has been a class member in various class action lawsuits related to PFAS contamination affecting public water systems. A class settlement agreement among Tyco Fire Products LP (“Tyco”) and the class of eligible public water systems was entered into on April 12, 2024 that resolved any claims for PFAS contamination with Tyco. The class settlement agreement between the parties was approved by an order issued by the Federal District Court of South Carolina on November 22, 2024. As a result of the settlement, GSWC received from Tyco $2.2 million, net of legal and other fees, during the second quarter of 2026.
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In addition to the class settlement with Tyco, in June 2026, GSWC received a settlement payment of $0.9 million, net of legal and other fees, from BASF Corporation (“BASF”) pursuant to a class settlement agreement entered into on May 20, 2024 that resolved any claims for PFAS contamination with BASF. Furthermore, in connection with GSWC’s class settlement agreement entered into with 3M Company in 2023, GSWC received the scheduled third legal settlement payment of $3.3 million, net of legal and other fees, from 3M Company in July 2026. The proceeds received from each of the settlement agreements have been included in the PFAS contamination litigation proceeds memorandum account and are reflected as regulatory liabilities as of September 30, 2026.
Note 4 — Earnings per Share/Capital Stock
In accordance with the accounting guidance for participating securities and earnings per share (“EPS”), Registrant uses the “two-class” method of computing EPS. The “two-class” method is an earnings allocation formula that determines EPS for each class of common stock and participating security. AWR has participating securities related to restricted stock units that earn dividend equivalents on an equal basis with the Common Shares, and that have been issued under AWR’s stock incentive plans for employees and the non-employee directors stock plans. In applying the “two-class” method, undistributed earnings are allocated to both Common Shares and participating securities.
The following is a reconciliation of Registrant’s net income and weighted average Common Shares outstanding used to calculate basic EPS:
| Basic: | For The Three Months Ended September 30, | For The Nine Months Ended September 30, | ||||||||||||||||||||||||
| (in thousands, except per share amounts) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Net income | $ | $ | $ | $ | ||||||||||||||||||||||
| Less: impact from participating securities | ||||||||||||||||||||||||||
| Total income available to common shareholders | $ | $ | $ | $ | ||||||||||||||||||||||
| Weighted average Common Shares outstanding, basic | ||||||||||||||||||||||||||
| Basic earnings per Common Share | $ | $ | $ | $ | ||||||||||||||||||||||
Diluted EPS is based upon the weighted average number of Common Shares, including both outstanding shares and shares potentially issuable in connection with restricted stock units granted under AWR’s stock incentive plans for employees and directors, and net income. The following is a reconciliation of Registrant’s net income and weighted average Common Shares outstanding used to calculate diluted EPS:
| Diluted: | For The Three Months Ended September 30, | For The Nine Months Ended September 30, | ||||||||||||||||||||||||
| (in thousands, except per share amounts) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Common shareholders earnings, basic | $ | $ | $ | $ | ||||||||||||||||||||||
| Undistributed earnings for dilutive restricted stock units | ||||||||||||||||||||||||||
| Total common shareholders earnings, diluted | $ | $ | $ | $ | ||||||||||||||||||||||
| Weighted average Common Shares outstanding, basic | ||||||||||||||||||||||||||
| Stock-based compensation (1) | ||||||||||||||||||||||||||
| Weighted average Common Shares outstanding, diluted | ||||||||||||||||||||||||||
| Diluted earnings per Common Share | $ | $ | $ | $ | ||||||||||||||||||||||
(1) In applying the treasury stock method of reflecting the dilutive effect of outstanding stock-based compensation in calculating diluted EPS, 156,974 and 154,489 restricted stock units, including performance awards to officers of the Company at September 30, 2026 and 2025, respectively, were deemed to be outstanding and included in the calculation of diluted EPS.
On February 27, 2024, AWR entered into an equity distribution agreement with third-party sales agents, which was subsequently amended on February 20, 2026 (the “Equity Distribution Agreement”), under which AWR could 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 used 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. On June 12, 2026, AWR successfully completed the ATM offering program, reaching the maximum aggregate offering capacity of $200.0 million in gross proceeds raised. In total, AWR sold 2,575,947 Common Shares through the ATM offering program, and no further sales of Common Shares will be made under this program.
There were no Common Shares issued during the three months ended September 30, 2026. During the three months ended September 30, 2025, AWR sold 201,212 Common Shares, through its ATM offering program and raised proceeds of $14.7 million, net of $0.2 million in commissions paid under the terms of the Equity Distribution Agreement. AWR also incurred $0.1 million of other expenses during the three months ended September 30, 2025, which included primarily legal and other costs to support this ATM offering program. During the nine months ended September 30, 2026 and 2025, AWR sold 526,959 and 535,760 Common Shares, respectively, through the ATM offering program and raised proceeds of $40.1 million, net of $0.6 million in commissions paid, and $40.5 million, net of $0.6 million in commissions paid, respectively. AWR also incurred $0.2 million and $0.3 million of other expenses during the nine months ended September 30, 2026 and 2025, respectively, which was primarily legal and other costs.
During the nine months ended September 30, 2026 and 2025, AWR also issued 30,538 and 27,639 Common Shares, respectively, related to restricted stock units, pursuant to stock-based compensation plans.
During the nine months ended September 30, 2026 and 2025, AWR paid $1.4 million and $1.3 million, respectively, to taxing authorities on employees’ behalf for shares withheld related to net share settlements. During the nine months ended September 30, 2026 and 2025, GSWC paid $1.2
During the three months ended September 30, 2026 and 2025, AWR paid quarterly dividends to shareholders of approximately $21.6 million, or $0.5455 per share, and $19.4 million, or $0.5040 per share, respectively. During the nine months ended September 30, 2026 and 2025, AWR paid quarterly dividends of $61.1 million, or $1.5535 per share, and $55.1 million, or $1.4350 per share, respectively.
Note 5 — Derivative Instruments
In May 2025, the CPUC approved a new power purchase contract between BVES and a third party. The contract provides for the purchase of electricity during a delivery period from June 1, 2025 through December 31, 2028 and is subject to the accounting guidance for derivatives and requires mark-to-market accounting. In addition, BVES continues to procure renewable portfolio standard eligible energy and renewable energy credits as a bundled product through a contract that delivers through December 31, 2035. Under this contract, there is an embedded derivative that also requires mark-to-market accounting.
The CPUC authorized the use of regulatory asset and liability memorandum accounts to offset the mark-to-market entries required by the accounting guidance. Accordingly, all unrealized gains and losses generated from derivative instruments in the purchase power contracts are deferred on a monthly basis into a non-interest-bearing regulatory memorandum account that tracks the changes in fair value of the derivatives throughout the terms of the contracts. As a result, these unrealized gains and losses do not impact Registrant’s earnings. As of September 30, 2026, the fair value of the derivative liability was $12.0 million for the power purchase contracts, with a corresponding regulatory asset recorded in the derivative instrument memorandum account as a result of overall fixed prices under BVES’s purchase power contract being higher than future energy prices. The notional volume of obligations remaining under these long-term contracts as of September 30, 2026 was 700,721 megawatt hours.
The accounting guidance for fair value measurements applies to all financial assets and financial liabilities that are measured and reported on a fair value basis. Under the accounting guidance, Registrant has made fair value measurements that are classified and disclosed in one of the following three categories:
Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
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Level 2: Quoted prices in markets that are not active or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; or
Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).
To value the derivatives in the purchase power contracts, BVES utilizes various inputs that include quoted market prices for energy over the duration of its contracts. The market prices used to determine the fair value for the derivative instruments were estimated based on independent sources such as broker quotes and publications that are not observable in or corroborated by the market. When such inputs have a significant impact on the measurement of fair value, the instruments are categorized as Level 3. Accordingly, the valuation of the derivatives within BVES’s purchase power contracts have been classified as Level 3 for all periods presented. The changes in fair values were due to changes in forward market energy prices as of September 30, 2026 and 2025. The following table presents changes in the fair value of the Level 3 derivatives for the three and nine months ended September 30, 2026 and 2025:
| For The Three Months Ended September 30, | For The Nine Months Ended September 30, | ||||||||||||||||||||||
| (dollars in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Fair value at beginning of the period | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Unrealized gains (losses) on purchase power contracts | ( | ( | |||||||||||||||||||||
| Fair value at end of the period | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
Note 6 — Fair Value of Financial Instruments
For cash and cash equivalents, accounts receivable, accounts payable and short-term debt, the carrying amount is assumed to approximate fair value due to the short-term nature of these items.
Investments held in a Rabbi Trust for the supplemental executive retirement plan (“SERP”) are measured at fair value and totaled $51.5 million as of September 30, 2026 and $48.4 million as of December 31, 2025. All equity investments in the Rabbi Trust are Level 1 investments in mutual funds. The investments held in the Rabbi Trust are included in “Other Property and Investments” on Registrant’s balance sheets.
The table below estimates the fair value of long-term debt held by AWR and GSWC, respectively. The fair values as of September 30, 2026 and December 31, 2025 were determined using rates for similar financial instruments of the same duration utilizing Level 2 methods and assumptions. Changes in the assumptions will produce different results.
| September 30, 2026 | December 31, 2025 | |||||||||||||||||||||||||
| (dollars in thousands) | Carrying Amount | Fair Value | Carrying Amount | Fair Value | ||||||||||||||||||||||
| Financial liabilities: | ||||||||||||||||||||||||||
Long-term debt—AWR (1) | $ | $ | $ | $ | ||||||||||||||||||||||
| September 30, 2026 | December 31, 2025 | |||||||||||||||||||||||||
| (dollars in thousands) | Carrying Amount | Fair Value | Carrying Amount | Fair Value | ||||||||||||||||||||||
| Financial liabilities: | ||||||||||||||||||||||||||
Long-term debt—GSWC (2) | $ | $ | $ | $ | ||||||||||||||||||||||
__________________
(1) Excludes debt issuance costs of approximately $2.9 million and $3.4 million as of September 30, 2026 and December 31, 2025, respectively.
(2) Excludes debt issuance costs of approximately $2.6 million and $3.0 million as of September 30, 2026 and December 31, 2025, respectively.
Note 7 — Income Taxes
AWR’s effective income tax rate (“ETR”) was 25.9 % and 23.9 % for the three months ended September 30, 2026 and 2025, respectively, and was 25.3 % and 23.7 % for the nine months ended September 30, 2026 and 2025, respectively. GSWC’s ETR was 26.8 % and 24.6 % for the three months ended September 30, 2026 and 2025, respectively, and was 26.2 % and 24.6 % for the nine months ended September 30, 2026 and 2025, respectively.
The AWR and GSWC ETRs differed from the federal corporate statutory tax rate of 21% primarily due to (i) state taxes; (ii) permanent differences, including certain tax effects from stock compensation; (iii) the ongoing amortization of the excess deferred income tax liability; and (iv) differences between book and taxable income that are treated as flowed-through
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adjustments in accordance with regulatory requirements (principally from plant, rate-case, and compensation-related items). As regulated utilities, GSWC and BVES treat certain temporary differences as flowed-through to customers in computing their income tax expense consistent with the income tax method used in their CPUC-jurisdiction rate making. Flowed-through items either increase or decrease tax expense and the ETR.
Note 8 — Employee Benefit Plans
The components of net periodic benefit costs for Registrant’s pension plan, postretirement medical benefit plan and SERP for the three and nine months ended September 30, 2026 and 2025 were as follows:
| For The Three Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||
| Pension Benefits | Other Postretirement Benefits | SERP | ||||||||||||||||||||||||||||||||||||
| (dollars in thousands) | 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||
| Components of Net Periodic Benefits Cost: | ||||||||||||||||||||||||||||||||||||||
| Service cost | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Interest cost | ||||||||||||||||||||||||||||||||||||||
| Expected return on plan assets | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Amortization of prior service cost | ||||||||||||||||||||||||||||||||||||||
| Amortization of actuarial (gain) loss | ( | ( | ( | |||||||||||||||||||||||||||||||||||
| Net periodic benefits costs under accounting standards | $ | ( | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||
| For The Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||
| Pension Benefits | Other Postretirement Benefits | SERP | ||||||||||||||||||||||||||||||||||||
| (dollars in thousands) | 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||
| Components of Net Periodic Benefits Cost: | ||||||||||||||||||||||||||||||||||||||
| Service cost | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Interest cost | ||||||||||||||||||||||||||||||||||||||
| Expected return on plan assets | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Amortization of prior service cost | ||||||||||||||||||||||||||||||||||||||
| Amortization of actuarial (gain) loss | ( | ( | ( | |||||||||||||||||||||||||||||||||||
| Net periodic benefits costs under accounting standards | $ | ( | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||
Registrant did not contribute to its pension plan in 2026 given its current overfunded status. Registrant’s policy is to fund the plans annually at a level which is deductible for income tax purposes and is consistent with amounts recovered in customer rates while also complying with ERISA’s funding requirements.
As authorized by the CPUC in the water and electric general rate case decisions, GSWC and BVES each utilize two-way balancing accounts to track differences between the forecasted annual pension expenses in rates, or expected to be in rates, and the actual annual expense recorded in accordance with the accounting guidance for pension costs. During the three months ended September 30, 2026 and 2025, GSWC’s actual pension expense was lower than the amounts included in water customer rates by $0.9 million and $0.4 million, respectively, and $2.7 million and $1.2 million during the nine months ended September 30, 2026 and 2025, respectively. As of September 30, 2026, GSWC has a $4.9 million over-collection in its two-way balancing account, which is included as part of regulatory liabilities in Registrant’s balance sheets (Note 3).
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Note 9 — Contingencies
Environmental Clean-Up and Remediation at GSWC:
GSWC has been involved in environmental remediation and cleanup at one of its plant sites that contained an underground storage tank, which was used to store gasoline for its vehicles. This tank was removed from the ground in July 1990 along with the dispenser and ancillary piping. Since then, GSWC has been involved in various remediation activities at this site.
As of September 30, 2026, the total amount spent to clean-up and remediate the plant site, since inception of the remediation period, amounted to approximately $7.0 million, of which $1.5 million has been paid by the State of California Underground Storage Tank Fund. Amounts paid by GSWC have been included in rate base and approved by the CPUC for recovery. As of September 30, 2026, GSWC has a regulatory asset and an accrued liability for the estimated remaining cost of $1.3 million to complete the clean-up at the site. The estimate includes costs for continued activities of groundwater cleanup and monitoring, future soil treatment and site-closure-related activities. The ultimate cost may vary as there are many unknowns in remediation of underground gasoline spills and this is an estimate based on currently available information. Management believes it is probable that the estimated additional costs will continue to be approved in rate base by the CPUC as approved historically.
Other Litigation:
Registrant is also subject to other ordinary routine litigation incidental to its business, some of which may include claims for compensatory and punitive damages. Management believes that rate recovery, proper insurance coverage and reserves are in place to insure against, among other things, property, general liability, employment, and workers’ compensation claims incurred in the ordinary course of business. Insurance coverage may not cover certain claims involving punitive damages. Registrant does not believe the outcome from any pending suits or administrative proceedings will have a material effect on Registrant’s consolidated results of operations, financial position, or cash flows.
Note 10 — Business Segments
AWR has three reportable segments: water, electric and contracted services. GSWC has one segment, water. On a stand-alone basis, AWR has no material assets or liabilities other than its equity investments in its subsidiaries, notes payable to banks, deferred taxes and a note receivable from an affiliate.
GSWC and BVES are CPUC regulated public utilities with business activities conducted in California. Activities of ASUS and its subsidiaries are conducted in California, Florida, Kansas, Maryland, Massachusetts, New Mexico, North Carolina, South Carolina, Texas and Virginia. Some of ASUS’s wholly owned subsidiaries are regulated by the state in which the subsidiary primarily conducts water and/or wastewater operations. Fees charged for operations and maintenance and renewal and replacement services are based upon the terms of the contracts with the U.S. government, which have been filed, as appropriate, with the commissions in the states in which ASUS’s subsidiaries are incorporated.
Registrant evaluates the performance of its reportable segments based on segment net income (loss). Registrant’s chief operating decision maker is the chief executive officer. The chief operating decision maker uses segment net income (loss) as a financial measure as part of the annual operating budget and forecasting process to monitor monthly financial activities of its segments. This financial information is reviewed and evaluated by the chief operating decision maker in making segment operating, capital, and business decisions.
The following tables present information by reportable segment and AWR (parent) that reconcile segment net income (loss) to total consolidated net income (loss) and segment assets to total consolidated assets. The utility plant balances are net of respective accumulated provisions for depreciation. The net property, plant and equipment of the electric segment is presented net of Contributions in Aid of Construction (“CIAC”). Capital additions reflect capital expenditures paid in cash and exclude U.S. government-funded and third-party prime funded capital expenditures for ASUS’s subsidiaries and property installed by developers and conveyed to GSWC and BVES.
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| For The Three Months Ended September 30, 2026 | ||||||||||||||||||||||||||||||||||||||
| Total | ||||||||||||||||||||||||||||||||||||||
| Contracted | Reportable | AWR | Consolidated | |||||||||||||||||||||||||||||||||||
| (dollars in thousands) | Water | Electric | Services | Segments | Parent | AWR | ||||||||||||||||||||||||||||||||
| Operating revenues | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Less: | ||||||||||||||||||||||||||||||||||||||
| Supply costs | ||||||||||||||||||||||||||||||||||||||
| Other operation | ||||||||||||||||||||||||||||||||||||||
| Administrative and general | ||||||||||||||||||||||||||||||||||||||
Depreciation and amortization expense (1) | ||||||||||||||||||||||||||||||||||||||
| Maintenance | ||||||||||||||||||||||||||||||||||||||
| Property and other taxes | ||||||||||||||||||||||||||||||||||||||
| ASUS construction expense | ||||||||||||||||||||||||||||||||||||||
| Segment operating income (loss) | ( | |||||||||||||||||||||||||||||||||||||
Interest expense | ( | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||
Interest income | ||||||||||||||||||||||||||||||||||||||
Gain (loss) on investments held in a trust | ( | ( | ( | |||||||||||||||||||||||||||||||||||
Income tax expense (benefit) | ( | |||||||||||||||||||||||||||||||||||||
Other segment items income (expense) (2) | ||||||||||||||||||||||||||||||||||||||
| Segment net income (loss) | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||
| For The Three Months Ended September 30, 2026 | ||||||||||||||||||||||||||||||||||||||
| Total | ||||||||||||||||||||||||||||||||||||||
| Contracted | Reportable | AWR | Consolidated | |||||||||||||||||||||||||||||||||||
| (dollars in thousands) | Water | Electric | Services | Segments | Parent | AWR | ||||||||||||||||||||||||||||||||
Capital additions (3) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
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| For The Three Months Ended September 30, 2025 | ||||||||||||||||||||||||||||||||||||||
| Total | ||||||||||||||||||||||||||||||||||||||
| Contracted | Reportable | AWR | Consolidated | |||||||||||||||||||||||||||||||||||
| (dollars in thousands) | Water | Electric | Services | Segments | Parent | AWR | ||||||||||||||||||||||||||||||||
| Operating revenues | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Less: | ||||||||||||||||||||||||||||||||||||||
| Supply costs | ||||||||||||||||||||||||||||||||||||||
| Other operation | ||||||||||||||||||||||||||||||||||||||
| Administrative and general | ||||||||||||||||||||||||||||||||||||||
Depreciation and amortization expense (1) | ||||||||||||||||||||||||||||||||||||||
| Maintenance | ||||||||||||||||||||||||||||||||||||||
| Property and other taxes | ||||||||||||||||||||||||||||||||||||||
| ASUS construction expense | ||||||||||||||||||||||||||||||||||||||
| Segment operating income (loss) | ( | |||||||||||||||||||||||||||||||||||||
Interest expense | ( | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||
Interest income | ||||||||||||||||||||||||||||||||||||||
Gain (loss) on investments held in a trust | ||||||||||||||||||||||||||||||||||||||
Income tax expense (benefit) | ( | |||||||||||||||||||||||||||||||||||||
Other segment items income (expense) (2) | ( | |||||||||||||||||||||||||||||||||||||
| Segment net income (loss) | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||
| For The Three Months Ended September 30, 2025 | ||||||||||||||||||||||||||||||||||||||
| Total | ||||||||||||||||||||||||||||||||||||||
| Contracted | Reportable | AWR | Consolidated | |||||||||||||||||||||||||||||||||||
| (dollars in thousands) | Water | Electric | Services | Segments | Parent | AWR | ||||||||||||||||||||||||||||||||
Capital additions (3) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
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| For The Nine Months Ended September 30, 2026 | ||||||||||||||||||||||||||||||||||||||
| Total | ||||||||||||||||||||||||||||||||||||||
| Contracted | Reportable | AWR | Consolidated | |||||||||||||||||||||||||||||||||||
| (dollars in thousands) | Water | Electric | Services | Segments | Parent | AWR | ||||||||||||||||||||||||||||||||
| Operating revenues | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Less: | ||||||||||||||||||||||||||||||||||||||
| Supply costs | ||||||||||||||||||||||||||||||||||||||
| Other operation | ||||||||||||||||||||||||||||||||||||||
| Administrative and general | ||||||||||||||||||||||||||||||||||||||
Depreciation and amortization expense (1) | ||||||||||||||||||||||||||||||||||||||
| Maintenance | ||||||||||||||||||||||||||||||||||||||
| Property and other taxes | ||||||||||||||||||||||||||||||||||||||
| ASUS construction expense | ||||||||||||||||||||||||||||||||||||||
| Segment operating income (loss) | ( | |||||||||||||||||||||||||||||||||||||
Interest expense | ( | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||
Interest income | ||||||||||||||||||||||||||||||||||||||
Gain (loss) on investments held in a trust | ||||||||||||||||||||||||||||||||||||||
Income tax expense (benefit) | ( | |||||||||||||||||||||||||||||||||||||
Other segment items income (expense) (2) | ||||||||||||||||||||||||||||||||||||||
| Segment net income (loss) | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||
| For The Nine Months Ended September 30, 2026 | ||||||||||||||||||||||||||||||||||||||
| Total | ||||||||||||||||||||||||||||||||||||||
| Contracted | Reportable | AWR | Consolidated | |||||||||||||||||||||||||||||||||||
| (dollars in thousands) | Water | Electric | Services | Segments | Parent | AWR | ||||||||||||||||||||||||||||||||
Capital additions (3) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
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| For The Nine Months Ended September 30, 2025 | ||||||||||||||||||||||||||||||||||||||
| Total | ||||||||||||||||||||||||||||||||||||||
| Contracted | Reportable | AWR | Consolidated | |||||||||||||||||||||||||||||||||||
| (dollars in thousands) | Water | Electric | Services | Segments | Parent | AWR | ||||||||||||||||||||||||||||||||
| Operating revenues | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Less: | ||||||||||||||||||||||||||||||||||||||
| Supply costs | ||||||||||||||||||||||||||||||||||||||
| Other operation | ||||||||||||||||||||||||||||||||||||||
| Administrative and general | ||||||||||||||||||||||||||||||||||||||
Depreciation and amortization expense (1) | ||||||||||||||||||||||||||||||||||||||
| Maintenance | ||||||||||||||||||||||||||||||||||||||
| Property and other taxes | ||||||||||||||||||||||||||||||||||||||
| ASUS construction expense | ||||||||||||||||||||||||||||||||||||||
| Segment operating income (loss) | ( | |||||||||||||||||||||||||||||||||||||
Interest expense | ( | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||
Interest income | ||||||||||||||||||||||||||||||||||||||
Gain (loss) on investments held in a trust | ||||||||||||||||||||||||||||||||||||||
Income tax expense (benefit) | ( | |||||||||||||||||||||||||||||||||||||
Other segment items income (expense) (2) | ( | |||||||||||||||||||||||||||||||||||||
| Segment net income (loss) | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||
| For The Nine Months Ended September 30, 2025 | ||||||||||||||||||||||||||||||||||||||
| Total | ||||||||||||||||||||||||||||||||||||||
| Contracted | Reportable | AWR | Consolidated | |||||||||||||||||||||||||||||||||||
| (dollars in thousands) | Water | Electric | Services | Segments | Parent | AWR | ||||||||||||||||||||||||||||||||
Capital additions (3) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
(1) Depreciation computed on regulated utilities’ transportation equipment is recorded in other operating expenses and totaled $0.3 million and $0.2 million for the three months ended September 30, 2026 and 2025, respectively, and totaled $0.9 million and $0.7 million for the nine months ended September 30, 2026 and 2025, respectively.
(2) Other segment items primarily consist of a) non-service cost components related to Registrant’s benefit plans, and b) AFUDC (equity) on certain BVES capital projects while under construction.
(3) Capital additions reflect capital expenditures paid in cash and exclude U.S. government-funded and third-party prime funded capital expenditures for ASUS’s subsidiaries and property installed by developers and conveyed to GSWC and BVES.
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The following tables reconcile segment net property, plant and equipment to total consolidated assets (in thousands):
| As of September 30, 2026 | ||||||||||||||||||||||||||||||||||||||||||||
| Total | ||||||||||||||||||||||||||||||||||||||||||||
| Contracted | Reportable | AWR | Less | Consolidated | ||||||||||||||||||||||||||||||||||||||||
| Water | Electric | Services | Segments | Parent | Eliminations | AWR | ||||||||||||||||||||||||||||||||||||||
Total net property, plant and equipment (4) | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Other assets | ( | |||||||||||||||||||||||||||||||||||||||||||
| Total consolidated assets | $ | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||
| As of December 31, 2025 | ||||||||||||||||||||||||||||||||||||||||||||
| Total | ||||||||||||||||||||||||||||||||||||||||||||
| Contracted | Reportable | AWR | Less | Consolidated | ||||||||||||||||||||||||||||||||||||||||
| Water | Electric | Services | Segments | Parent | Eliminations | AWR | ||||||||||||||||||||||||||||||||||||||
Total net property, plant and equipment (4) | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Other assets | ( | |||||||||||||||||||||||||||||||||||||||||||
| Total consolidated assets | $ | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
General
The following discussion and analysis provides information on AWR’s consolidated operations, and includes specific references to (i) GSWC, AWR’s regulated water utility segment, (ii) BVES, AWR’s regulated electric utility segment, (iii) ASUS and its subsidiaries, collectively, AWR’s contracted services segment, and (iv) AWR (parent) where applicable.
Included in the following analysis is a discussion of Registrant’s operations in terms of earnings per share by business segment and AWR (parent), which equals each business segment’s earnings divided by AWR’s weighted average number of diluted Common Shares. This analysis also includes adjusted diluted earnings per share information for the three and nine months ended September 30, 2026 and 2025. Beginning in the third quarter of 2026, we will exclude gains and losses on investments held to fund one of the company’s retirement plans from adjusted earnings per share. These amounts fluctuate with financial markets, are not indicative of core operating performance, and are expected to be more consistently material as the trust assets have grown. We believe that the exclusion of these gains and losses from adjusted earnings per share for the third quarter and year-to-date facilitates comparisons of results between periods. Management uses adjusted earnings per share internally in evaluating Registrant’s overall business performance and making comparisons between periods. In previous 2026 quarters, we did not present adjusted earnings per share because the per share impact of fluctuating gains and losses on investments was not material.
All of the measures discussed are derived from consolidated financial information of Registrant, but are not presented in our financial statements that are prepared in accordance with Generally Accepted Accounting Principles in the United States (“GAAP”). These items constitute “non-GAAP financial measures” under Securities and Exchange Commission rules, which supplement our GAAP disclosures but should not be considered as an alternative to the respective GAAP measures. Furthermore, the non-GAAP financial measures may not be comparable to similarly titled non-GAAP financial measures of other registrants.
AWR uses earnings per share by business segment and AWR (parent) as an important measure in evaluating its operating results and believes it provides investors with clarity surrounding the performance of its business segments and the parent company. AWR reviews this measurement regularly and compares it to historical periods and to its operating budget. A reconciliation to AWR’s consolidated diluted earnings per share prepared in accordance with GAAP is included in the discussions under the sections titled “Summary of Third Quarter Results by Segment” and “Summary of Year-to-Date Results by Segment.”
Overview
Factors affecting our financial performance are summarized under “Risk Factors” in our Form 10-K for the year ended December 31, 2025 filed with the SEC.
Although Registrant operates solely in the U.S., geopolitical developments abroad, such as the ongoing U.S. military operation in Iran, could indirectly affect our business through volatility in commodity prices, inflationary pressures, supply chain and operating cost impacts, and potential disruptions in banking systems and capital markets. Management is actively engaged with vendors and business partners to monitor and mitigate financial risks of global uncertainties; however, the scope and duration of any impacts remain uncertain. As of the date of this filing, geopolitical developments during 2026 have not had a material impact on the company.
Water and Electric Segments:
GSWC’s revenues, operating income and cash flows are earned primarily through delivering potable water to homes and businesses in California. BVES’s revenues, operating income and cash flows are primarily earned through delivering electricity in the Big Bear area of San Bernardino County, California. Rates charged to GSWC and BVES customers are authorized by the CPUC. These rates are intended to allow recovery of operating costs and a reasonable rate of return on invested capital. GSWC and BVES plan to continue seeking recovery of their operating and supply costs, and receive reasonable returns on invested capital. Capital expenditures in future years at GSWC and BVES are expected to remain at substantially higher levels than depreciation expense. When necessary, GSWC and BVES may obtain funds from external sources in the capital markets and through bank borrowings.
General Rate Case Filings and Other Matters:
Water General Rate Case for the Years 2025–2027
On January 30, 2025, the CPUC issued a final decision in GSWC’s general rate case application for all its water regions and the general office, which determines new water rates for the years 2025 - 2027. Among other things, the approved settlement authorizes GSWC to invest approximately $573.1 million in capital infrastructure over the three-year capital cycle. The $573.1 million of infrastructure investment includes $17.7 million of advice letter capital investments to be filed for revenue recovery during the second and third year attrition increases when those projects are completed. In addition, the approved settlement
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agreement includes $58.2 million of advice letter capital investments, that began construction in 2023, to be filed for revenue recovery during the second and third year attrition increases when those projects are completed. All of the advice letter projects were allowed to accrue in a memorandum account (i) interest during the construction period at GSWC’s adopted cost of debt until the assets are in service, and (ii) the full rate of return that includes a debt and equity component and all applicable components of the revenue requirement for the projects from the period the assets are in service until the date of the attrition filings.
In December 2025, GSWC received approval from the CPUC to implement its full second-year rate increases, effective January 1, 2026, that will result in higher adopted operating revenues less water supply cost for 2026 of approximately $32.0 million compared to 2025’s adopted operating revenues less water supply cost. Included in the 2026 increase is approximately $11 million related to the advice letter capital projects previously discussed. The assets from the advice letter projects and the related amounts in the memorandum account were added to the adopted rate base for inclusion in the revenue requirement effective January 1, 2026.
The final decision also addressed GSWC’s request for various regulatory mechanisms that were litigated during the proceeding. Among other things, the final decision rejected GSWC’s request for the continuation of a full sales and revenue decoupling mechanism such as the WRAM and a full cost balancing account for water supply such as the MCBA, and instead ordered GSWC to transition to a modified rate adjustment mechanism (a Monterey-style WRAM or “M-WRAM”) and an incremental cost balancing account (“ICBA”) for supply costs. The final decision also adopted GSWC’s M-WRAM rate design proposal authorizing GSWC to increase the revenue requirement recovery in its fixed service charges to between 45-48% of the revenue requirement depending on the ratemaking area representing approximately 65% of GSWC’s fixed costs in aggregate, and approved GSWC’s request for the continuation of a sales reconciliation mechanism that would allow GSWC to adjust its sales forecast throughout the general rate case cycle to address significant fluctuations in consumption. The M-WRAM tracks the difference between the revenue based on actual metered sales through a tiered volumetric rate and the revenue that would have been received with the same actual metered sales if a standard single quantity rate had been in effect. The ICBA for supply costs tracks differences between the authorized per-unit prices and actual per-unit prices for each supply cost (purchased water, pump tax, and purchased power). The M-WRAM and ICBA were effective January 1, 2025.
The new 2026 rates have been reflected in GSWC’s earnings for the nine months ended September 30, 2026 resulting in an increase in recorded revenues of $30.1 million largely from the second-year rates and advice letter filings, and an increase in recorded water supply costs of $5.8 million, which combined is a net increase of $24.3 million, compared to the same period in 2025. Due to transitioning from the WRAM to the M-WRAM and from the MCBA to the ICBA effective January 1, 2025, GSWC’s earnings have been and will be subject to future volatility from significant fluctuations in customer consumption, as well as from favorable and unfavorable changes in the water supply source mix compared to the adopted mix. Significant changes in customer consumption are primarily driven by weather conditions, including from such events known as El Niño or La Niña that can result in above average or below average annual precipitation, which significantly impacts outdoor water usage. Water supply mix changes can occur due to various circumstances, including but not limited to, unforeseen changes in groundwater quality and operating conditions of groundwater basins and associated pumping facilities.
Water General Rate Case for the Years 2028–2030
On July 1, 2026, GSWC filed a general rate case application for all its water regions and the general office. This general rate case will determine new water rates for the years 2028 – 2030. Among other things, GSWC requested capital budgets of approximately $1 billion for the three-year rate cycle. GSWC also requested to reinstate the WRAM and MCBA regulatory mechanisms. In an August 2020 decision, the CPUC discontinued the use of the WRAM and the MCBA for water utilities. GSWC originally implemented the WRAM and MCBA in 2008, and their use by GSWC was discontinued after 2024, as discussed above. A decision in the water general rate case is scheduled for the fourth quarter of 2027, with new rates to become effective January 1, 2028.
Expansion of GSWC’s Water Operations
In January 2026, GSWC filed an application with the CPUC to acquire the water system assets from Norwalk, a city in Los Angeles County, for a purchase price of $5.25 million. On July 13, 2026, GSWC and Cal Advocates filed a joint motion to adopt a settlement agreement between the two parties that would approve the acquisition of a new water system that serves almost 900 customer connections. If the settlement agreement is approved by the CPUC, the new system will be incorporated into one of GSWC’s existing ratemaking areas. The CPUC is scheduled to issue a proposed decision in the fourth quarter of 2026.
Electric General Rate Case for the Years 2023–2026
On January 16, 2025, the CPUC adopted a final decision in BVES’s general rate case proceeding that set new electric rates retroactive to January 1, 2023 and approved the settlement agreement reached between BVES, Cal Advocates and another intervenor in its entirety. Among other things, the settlement agreement (i) settled and adopted the revenue requirements for each of the four years 2023 through 2026, with the rate increases for 2024 through 2026 not being subject to an earnings test, (ii) authorized BVES to invest approximately $52.5 million in capital infrastructure included in base rates over the four-year rate cycle and at least an additional $23.1 million (plus an allowance for funds used during construction, or “AFUDC”) to be filed for
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revenue recovery through advice letters when the projects are completed, (iii) adopted a cost of capital that increased BVES’s adopted return on equity from 9.6% to 10.0%, lowered the cost of debt from 6.6% to 5.51%, and maintained the capital structure of 57% equity and 43% debt, and (iv) approved for recovery the requested capital expenditures and other incremental operating costs incurred prior to 2023 in connection with BVES’s wildfire mitigation plans that were previously not included in customer rates.
The final decision provides for an increase in adopted operating revenues of $3.3 million in 2026. With regards to the advice letter projects authorized in the general rate case as previously discussed, BVES completed and placed in service capital projects totaling approximately $28 million, including AFUDC. During 2025 and 2026, BVES filed various advice letters for these capital projects and the CPUC approved them at actual cost. Accordingly, BVES has implemented new rates to recover the revenue requirement associated with these advice letter projects that are expected to generate additional annual operating revenues of approximately $4 million.
Electric General Rate Case for the Years 2027–2030
On January 30, 2026, BVES filed a new general rate case application that will determine new electric rates for the years 2027 through 2030. Among other things, BVES requested (i) capital budgets of approximately $133 million for the four-year rate cycle, and another approximately $17 million, plus AFUDC, for capital projects to be filed for revenue recovery through advice letters when the projects are completed, and (ii) a capital structure for BVES of 60% equity and 40% debt, a return on equity of 11.30%, an embedded cost of debt of 5.92%, and a return on rate base of 9.15%. A decision in the electric general rate case is scheduled for the first quarter of 2027 with the new rates retroactive to January 1, 2027.
Contracted Services Segment:
ASUS’s revenues, operating income and cash flows are earned by providing water and/or wastewater services, including operation and maintenance services and construction of facilities for the water and/or wastewater systems at various military installations, pursuant to an initial 50-year, firm-fixed-price contract, additional firm-fixed-price contracts, task order agreements and subcontracts with third party prime contractors on military bases. Currently, ASUS has one subsidiary that has entered into a task order agreement with the U.S. government that has a term of 15 years. The contract prices for each of the contracts and recurring task order agreements are subject to annual economic price adjustments. Additional revenues generated by contract operations are primarily dependent on annual economic price adjustments, and new construction activities under contract modifications with the U.S. government or agreements with other third-party prime contractors. During the nine months ended September 30, 2026, ASUS has been awarded approximately $31 million in new construction projects, which are expected to be completed beginning in 2026 through 2029. ASUS’s subsidiaries expect to continue to enter into U.S. government-awarded contract modifications and agreements with third-party prime contractors for new construction projects at the military bases served.
Early in 2026, the U.S. government experienced partial shutdowns affecting mainly the Department of Homeland Security and other federal departments. Amid the U.S. government shutdowns, the subsidiaries of ASUS did not experience and are not expected to experience any earnings impact to their existing operations and maintenance and renewal and replacement services, as utility privatization contracts are an “excepted service.” Management expects that any impact of any future government shutdowns on ASUS and its operations through its subsidiaries will likely be limited to (a) the timing of funding to pay for services rendered, (b) delays in the processing of economic price adjustments (“EPAs”) and/or requests for equitable adjustments (“REAs”), (c) the timing of the issuance of contract modifications for new construction work not already funded by the U.S. government, (d) the timing of construction work associated with delays in receiving construction permits from furloughs at government agencies, and/or (e) delays in solicitation for and/or awarding of new contracts under the Department of Defense contracting programs. In the event a U.S. government shutdown extends for an unprecedented and much longer period than that experienced in early 2026, ASUS’s liquidity and earnings could be impacted.
29
Summary of Third Quarter Results by Segment
The table below sets forth a comparison of the third quarter of 2026 diluted earnings per share contribution reported by business segment and for the parent company with amounts reported during the same period in 2025.
:
| Diluted Earnings per Share | ||||||||||||||||||||
| Three Months Ended | ||||||||||||||||||||
| 9/30/2026 | 9/30/2025 | CHANGE | ||||||||||||||||||
Water | $ | 0.85 | $ | 0.86 | $ | (0.01) | ||||||||||||||
| Electric | 0.05 | 0.04 | 0.01 | |||||||||||||||||
| Contracted services | 0.17 | 0.19 | (0.02) | |||||||||||||||||
| AWR (parent) | (0.01) | (0.03) | 0.02 | |||||||||||||||||
Consolidated diluted earnings per share, as recorded (GAAP) | $ | 1.06 | $ | 1.06 | $ | — | ||||||||||||||
For the three months ended September 30, 2026, AWR’s recorded consolidated diluted earnings were consistent with those recorded during the same period in 2025. Our financial results were impacted by an unfavorable period-over-period change in investments results, reflecting volatile market conditions. Specifically, for the three months ended September 30, 2026, losses of $17,000, or $0.00 per share, were recognized on investments held to fund one of the company’s retirement plans, as compared to gains of $2.5 million, or $0.05 per share, recognized during the same period in 2025, an unfavorable period-over-period change of $0.05 per share. Removing the effects of the gains and losses on investments from both periods, adjusted consolidated diluted earnings for the third quarter of 2026 remained at $1.06 per share, as compared to adjusted diluted earnings of $1.01 per share for the same period in 2025, an increase of $0.05 per share in adjusted earnings. Reported and adjusted net earnings were positively impacted from, among other factors, the implementation of new customer rate increases approved by the CPUC at our regulated utilities.
On June 12, 2026, AWR successfully completed its ATM offering program and no Common Shares were sold under this program during the third quarter of 2026. In June 2026, AWR reached the maximum aggregate offering capacity of $200 million in gross proceeds raised that resulted in the total sale of 2,575,947 Common Shares through this ATM offering program, which was originally established on February 27, 2024. No further sales of Common Shares will be made under this program, and AWR has no plans to issue additional equity through, at least, the end of 2029 to support its current operations.
The following is a computation and reconciliation of diluted earnings per share from the measure of net income (loss) by business segment and for the parent company (as disclosed in Note 10 to the Unaudited Consolidated Financial Statements) to AWR’s consolidated fully diluted earnings per Common Share (as recorded), for the three months ended September 30, 2026 and 2025:
| Water | Electric | Contracted Services | AWR (Parent) | Consolidated (GAAP) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (in thousands, except per share amounts) | Q3 2026 | Q3 2025 | Q3 2026 | Q3 2025 | Q3 2026 | Q3 2025 | Q3 2026 | Q3 2025 | Q3 2026 | Q3 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | $ | 33,910 | $ | 33,298 | $ | 2,116 | $ | 1,717 | $ | 6,595 | $ | 7,260 | $ | (337) | $ | (1,108) | $ | 42,284 | $ | 41,167 | |||||||||||||||||||||||||||||||||||||||
| Weighted Average Number of Diluted Shares | 39,778 | 38,702 | 39,778 | 38,702 | 39,778 | 38,702 | 39,778 | 38,702 | 39,778 | 38,702 | |||||||||||||||||||||||||||||||||||||||||||||||||
Diluted earnings (loss) per share | $ | 0.85 | $ | 0.86 | $ | 0.05 | $ | 0.04 | $ | 0.17 | $ | 0.19 | $ | (0.01) | $ | (0.03) | $ | 1.06 | $ | 1.06 | |||||||||||||||||||||||||||||||||||||||
Water Segment:
For the three months ended September 30, 2026, recorded diluted earnings from AWR’s water utility segment, GSWC, were $0.85 per share, as compared to $0.86 per share for the same period in 2025, a decrease of $0.01 per share. As discussed previously, our financial results were impacted by an unfavorable period-over-period change in investment results driven by volatile market conditions. This unfavorable variance negatively impacted diluted earnings per share by $0.05, which is recorded at the water utility segment. Excluding the gains and losses on investments from both periods, adjusted diluted earnings at the water segment for the third quarter of 2026 remained at $0.85 per share, as compared to adjusted diluted earnings of $0.81 per share for the same period in 2025, an increase of $0.04 per share in adjusted earnings. The following discussion analyzes the other primary variances in the water segment’s earnings between the two periods.
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•An increase in water operating revenues of $7.6 million was largely a result of (i) the CPUC-authorized second-year rate increases effective January 1, 2026, (ii) additional revenues for the recovery of capital projects approved in various advice letter filings effective January 1, 2026, (iii) additional revenues for increases in the per-unit water supply costs incurred, which result in no net impact to earnings, and (iv) an increase in water consumption for the three months ended September 30, 2026 of approximately 1% favorably impacting net earnings when compared to the same period in 2025. As a result of transitioning to a modified revenue decoupling mechanism (M-WRAM) effective January 1, 2025, GSWC’s earnings have been and will continue to be impacted by consumption fluctuations. Consumption changes depend on factors like climate change, conservation, and weather conditions. For example, El Niño or La Niña weather events could cause fluctuating precipitation that shifts outdoor water use. Any of these factors could directly impact GSWC’s future net earnings. These increases to revenues were partially offset by a decrease of $1.9 million in billed surcharges. CPUC-approved surcharges are billed to customers to recover previously incurred costs. Changes in billed surcharge revenues are offset by equal changes in operating expenses, resulting in no net impact to earnings.
•An increase in water supply costs of $0.2 million, which consist of purchased water, purchased power for pumping, groundwater production assessments and changes in the water supply cost balancing accounts. The increase in water supply costs compared to the same period in 2025 was mostly because of (i) an overall increase in per-unit water supply costs that are covered in current rates, as noted above, resulting in no net impact to earnings, and (ii) an increase in the production of water resulting from higher customer consumption. These increases were partially offset by the impact of an actual water supply source mix that included less purchased water during the third quarter of 2026 as compared to the same period in 2025 due primarily to wells being brought back online in certain customer service areas. As a result of transitioning to an incremental water supply cost balancing account (ICBA) effective January 1, 2025, GSWC’s earnings have been and will continue to be impacted by water supply mix changes. Water supply mix changes can occur due to unforeseen changes in groundwater quality and operating conditions of groundwater basins and associated pumping facilities. Any of these factors could directly impact GSWC’s future net earnings.
•An overall increase in operating expenses of $1.8 million (excluding supply costs) due largely to increases in (i) overall labor costs and other employee-related benefits, (ii) other operation expenses related to water treatment and chemical costs, and conservation spending, (iii) regulatory expenses related to various regulatory filings, (iv) depreciation and amortization expenses, which are impacted by increasing capital additions placed in service and are reflected and recovered in customer rates, (v) maintenance expense, and (vi) property and other non-income taxes; partially offset by a decrease in surcharges of $1.9 million. As noted above, changes in billed surcharge revenues are offset by equal changes in operating expenses, resulting in no net impact to earnings.
•An overall increase in interest expense (net of interest income) of $1.3 million resulting primarily from (i) the impact of capitalizing debt costs related to certain advice letter projects approved by the CPUC in the latest general rate case effective January 1, 2025 that was recorded in 2025 with no similar item in 2026, (ii) higher average borrowing levels, and (iii) a decrease in interest income earned on regulatory assets due to decreasing regulatory balances as GSWC recovers the amounts through surcharges. The advice letter projects discussed are now included in adopted rate base and are part of the rate increases effective January 1, 2026.
•Excluding the gains and losses on investments previously discussed, an overall increase in other income (net of other expense) of $0.4 million was due largely to a decrease in the non-service cost components related to GSWC’s benefit plans resulting from changes in actuarial assumptions. However, as a result of GSWC’s two-way pension balancing accounts authorized by the CPUC, changes in total net periodic benefits costs related to the pension plan have no material impact to earnings.
•Changes in certain flowed-through income taxes included in GSWC’s income tax expense for the three months ended September 30, 2026 as compared to the same period in 2025 unfavorably impacted the water segment’s earnings. As a regulated utility, GSWC treats certain temporary differences as being flowed-through in computing its income tax expense consistent with the income tax method used in its CPUC-jurisdiction rate making. Changes in the magnitude of flowed-through items either increase or decrease tax expense, thereby affecting diluted earnings per share.
•A decrease in earnings of approximately $0.02 per share due to the dilutive effects from the issuance of equity under AWR’s ATM offering program.
Electric Segment:
Diluted earnings from the electric utility segment increased $0.01 per share for the third quarter of 2026 as compared to the same period in 2025, principally resulting from an increase of $1.6 million in electric revenues due to the CPUC-authorized fourth-year rate increases in 2026 and additional revenues approved largely after the second quarter of 2025 to recover the cost
31
plus AFUDC of certain advice letter capital projects. The increase in revenues was partially offset by an increase in electric supply costs, which consist of power purchased for resale costs and changes in the electric supply cost balancing account.
The increase in revenues less the increase in supply costs discussed above was partially offset by an overall increase in operating expenses, interest expense (net of interest and other income), and changes in certain flowed-through income taxes included in the electric segment’s income tax expense that unfavorably impacted net earnings.
Contracted Services Segment:
Diluted earnings from the contracted services segment decreased $0.02 per share for the third quarter of 2026 when compared to the same period in 2025 primarily as a result of higher overall operating and construction expenses, partially offset by an increase in total revenues recognized. The contracted services segment is expected to contribute $0.63 to $0.67 per share for the full year of 2026.
AWR (Parent):
For the three months ended September 30, 2026, diluted losses from AWR (parent) decreased by $0.02 per share when compared to the same period in 2025 due largely to a decrease in interest expense resulting from lower borrowing levels under AWR’s credit facility and lower average interest rates. The decrease in borrowing needs under AWR’s credit facility was driven principally by additional proceeds raised under AWR’s ATM offering program since the third quarter of 2025.
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Summary of Year-to-Date Results by Segment
The table below sets forth a comparison of the year-to-date diluted earnings per share by business segment and for the parent company with amounts reported during the same period in 2025:
| Diluted Earnings per Share | ||||||||||||||||||||
| Nine Months Ended | ||||||||||||||||||||
| 9/30/2026 | 9/30/2025 | CHANGE | ||||||||||||||||||
Water | $ | 2.32 | $ | 2.11 | $ | 0.21 | ||||||||||||||
| Electric | 0.18 | 0.14 | 0.04 | |||||||||||||||||
| Contracted services | 0.47 | 0.45 | 0.02 | |||||||||||||||||
AWR (parent) | (0.04) | (0.06) | 0.02 | |||||||||||||||||
Consolidated diluted earnings per share, as recorded (GAAP) | $ | 2.92 | $ | 2.63 | $ | 0.29 | ||||||||||||||
Note: Certain amounts in the table above may not foot or crossfoot due to rounding.
For the nine months ended September 30, 2026, AWR’s recorded consolidated diluted earnings were $2.92 per share, as compared to $2.63 per share recorded for the same period in 2025, an increase of $0.29 per share or 11.0%. AWR’s consolidated diluted earnings for the nine months ended September 30, 2026 were negatively impacted by approximately $0.07 per share due to the continued dilutive effects from the issuance of equity under AWR’s ATM offering program. On June 12, 2026, AWR successfully completed the ATM offering program, reaching the maximum aggregate offering capacity of $200 million in gross proceeds raised, and no further sales of Common Shares will be made under this program.
As discussed previously, our financial results were impacted by an unfavorable period-over-period change in investment results, reflecting volatile market conditions. Specifically, for the year-to-date 2026, gains of $3.0 million, or $0.06 per share, were recognized on investments held to fund one of the company’s retirement plans, as compared to gains of $4.6 million, or $0.09 per share, recognized during the same period in 2025, an unfavorable period-over-period change of $0.03 per share. Removing the effects of the gains on investments from both periods, adjusted consolidated diluted earnings for the year-to-date 2026 would have been $2.86 per share, as compared to adjusted diluted earnings of $2.54 per share for the same period in 2025, an increase of $0.32 per share in adjusted earnings, or 12.6%. The increase in recorded and adjusted net earnings was primarily generated from higher earnings at the water and electric utility segments resulting from, among other factors, the implementation of new customer rate increases approved by the CPUC. In addition, there was an increase in construction activities that resulted in higher earnings at the contracted services segment.
The following is a computation and reconciliation of diluted earnings per share from the measure of net income (loss) by business segment and for the parent company (as disclosed in Note 10 to the Unaudited Consolidated Financial Statements) to AWR’s consolidated fully diluted earnings per Common Share, for the nine months ended September 30, 2026 and 2025:
| Water | Electric | Contracted Services | AWR (Parent) | Consolidated (GAAP) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (in thousands, except per share amounts) | YTD 2026 | YTD 2025 | YTD 2026 | YTD 2025 | YTD 2026 | YTD 2025 | YTD 2026 | YTD 2025 | YTD 2026 | YTD 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | $ | 91,694 | $ | 81,344 | $ | 6,921 | $ | 5,519 | $ | 18,596 | $ | 17,258 | $ | (1,705) | $ | (2,420) | $ | 115,506 | $ | 101,701 | |||||||||||||||||||||||||||||||||||||||
| Weighted Average Number of Diluted Shares | 39,492 | 38,569 | 39,492 | 38,569 | 39,492 | 38,569 | 39,492 | 38,569 | 39,492 | 38,569 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Diluted earnings (loss) per share | $ | 2.32 | $ | 2.11 | $ | 0.18 | $ | 0.14 | $ | 0.47 | $ | 0.45 | $ | (0.04) | $ | (0.06) | $ | 2.92 | $ | 2.63 | |||||||||||||||||||||||||||||||||||||||
Note: Certain amounts in the table above may not foot or crossfoot due to rounding.
Water Segment:
For the nine months ended September 30, 2026, recorded diluted earnings from the water utility segment were $2.32 per share, as compared to $2.11 per share for the same period in 2025, an increase of $0.21 per share or 10%. Our water segment’s financial results were also impacted by the unfavorable period-over-period change in investment results, as mentioned above. The unfavorable variance negatively impacted diluted earnings per share by $0.03, which is recorded at the water utility segment. Excluding the gains and losses on investments from both periods, adjusted diluted earnings at the water segment for year-to-date 2026 would have been $2.26 per share, as compared to adjusted diluted earnings of $2.02 per share for the same period in 2025, an increase of $0.24 per share in adjusted earnings. The discussion below presents the other major variances in the water segment’s earnings between the two periods.
•An increase in water operating revenues of approximately $30.1 million largely as a result of (i) the CPUC-authorized second-year rate increases effective January 1, 2026, (ii) additional revenues for the recovery of capital projects approved in various advice letter filings effective January 1, 2026, (iii) additional revenues for increases in the per-unit water supply costs incurred, which, as noted below, result in no net impact to earnings, and (iv) an increase in water consumption for the nine months ended September 30, 2026 of 1.6% when compared to the same period in 2025. As a
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result of transitioning to the M-WRAM effective January 1, 2025, GSWC’s revenues and earnings will continue to be subject to future volatility from fluctuations in customer consumption. These increases were partially offset by a decrease in billed surcharges of $3.8 million. As previously discussed, changes in billed surcharge revenues are offset by equal changes in operating expenses, resulting in no net impact to earnings.
•An increase in water supply costs of $5.8 million, which consist of purchased water, purchased power for pumping, groundwater production assessments and changes in the water supply cost balancing accounts. The increase in water supply costs compared to the same period in 2025 was largely because of (i) an overall increase in the per-unit water supply costs that are covered in current rates, as noted above, resulting in no net impact to earnings, and (ii) an increase in overall water volume compared to the same period in 2025 resulting from higher customer consumption. The increases were partially offset by the impact of an actual water supply source mix that included less purchased water during the nine months ended September 30, 2026 compared to the same period in 2025 due primarily to wells being brought back online in certain service areas. Due to transitioning to the ICBA effective January 1, 2025, GSWC’s earnings have been and will be subject to future volatility from favorable and unfavorable changes in the water supply source mix compared to the adopted mix incorporated in the revenue requirement.
•An overall increase in operating expenses of $4.4 million (excluding supply costs) mainly due to increases in (i) overall labor costs and other employee-related benefits, (ii) other operation and maintenance expenses, (iii) regulatory costs, (iv) depreciation and amortization expenses, which are impacted by increasing capital additions placed in service and are reflected and recovered in customer rates, and (v) property and other non-income taxes; partially offset by a decrease in surcharges of $3.8 million. As noted above, changes in revenues from billed surcharges are offset by equal changes in operating expenses, resulting in no net impact to earnings.
•An overall increase in interest expense (net of interest income) of $3.0 million resulting largely from (i) the impact of capitalizing debt costs related to certain advice letter projects approved by the CPUC in the latest general rate case effective January 1, 2025 that was recorded in 2025 with no similar item in 2026, and (ii) a decrease in interest income earned on regulatory assets due to decreasing regulatory balances as GSWC recovers the amounts through surcharges; partially offset by overall lower average borrowing levels. The advice letter projects discussed are now included in adopted rate base and are part of the rate increases effective January 1, 2026.
•Excluding the gains and losses on investments previously discussed, an overall increase in other income (net of other expenses) of $1.2 million was due primarily to a decrease in the non-service cost components related to GSWC’s benefit plans resulting from changes in actuarial assumptions. However, as a result of GSWC’s two-way pension balancing accounts authorized by the CPUC, changes in total net periodic benefits costs related to the pension plan have no material impact to earnings.
•Changes in certain flowed-through income taxes included in GSWC’s income tax expense for the nine months ended September 30, 2026 as compared to the same period in 2025 unfavorably impacted the water segment’s earnings as previously discussed in the quarterly results.
•A decrease in earnings of approximately $0.05 per share due to the dilutive effects from the issuance of equity under AWR’s ATM offering program previously discussed.
Electric Segment:
Diluted earnings from the electric utility segment increased $0.04 per share for the nine months ended September 30, 2026 as compared to the same period in 2025, principally resulting from an increase of $5.9 million in electric revenues due largely to the CPUC-authorized fourth-year rate increases in 2026, additional revenues approved to recover the cost plus AFUDC of certain advice letter capital projects that were effective during the second quarter of 2025, and an increase in billed surcharges of $1.2 million. Changes in billed surcharge revenues are offset by equal changes in operating expenses, resulting in no net impact to earnings. The increase in revenues was partially offset by an increase in electric supply costs, which consist of power purchased for resale and changes in the electric supply cost balancing account.
The increase in electric revenues less electric supply costs discussed above was partially offset by (i) an overall increase in operating expenses of $2.5 million, due, in large part, to an increase in surcharges of $1.2 million discussed above, and other items including other operation and maintenance-related activities, depreciation and amortization expenses, which are impacted by increasing capital additions placed in service and are reflected and recovered in customer rates, and property and other non-income taxes, and (ii) an increase in interest expense (net of interest and other income) of $1.0 million compared to the same period in 2025. The increase in interest expense at the electric segment between periods is primarily due to lower AFUDC recognized in 2026 related to certain advice letter projects approved by the CPUC in the latest general rate case and higher average borrowing levels, together with lower interest income earned on regulatory assets. The advice letter projects discussed are now included in adopted rate base and are part of the increase in 2026 revenues.
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Contracted Services Segment:
Diluted earnings from the contracted services segment increased $0.02 per share for the nine months ended September 30, 2026 as compared to the same period in 2025, primarily due to (i) an increase in construction activities, (ii) an increase in management fee revenues resulting from the resolution of various economic price adjustments, and (iii) a decrease in interest expense (net of interest income) due to lower average borrowing levels and average interest rates. These favorable variances were partially offset by an increase in overall operating expenses (excluding construction expenses). Furthermore, there was a decrease in contracted services earnings of approximately $0.01 per share due to the dilutive effects from the issuance of equity under AWR’s ATM offering program that was previously discussed. The contracted services segment is expected to contribute $0.63 to $0.67 per share for the full year of 2026.
AWR (Parent):
For the nine months ended September 30, 2026, the diluted loss from AWR (parent) decreased by $0.02 per share compared to the same period in 2025 largely due to a decrease in interest expense resulting from lower borrowing levels under AWR’s credit facility and lower average interest rates. The decrease in borrowing needs under AWR’s credit facility was driven primarily by additional proceeds raised under AWR’s ATM offering program.
The following discussion and analysis for the three and nine months ended September 30, 2026 and 2025 provides information on AWR’s consolidated operations and, where necessary, includes specific references to AWR’s individual segments and subsidiaries: GSWC, BVES, and ASUS and its subsidiaries.
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Consolidated Results of Operations — Three Months Ended September 30, 2026 and 2025 (amounts in thousands, except per share amounts):
| Three Months Ended September 30, 2026 | Three Months Ended September 30, 2025 | $ CHANGE | % CHANGE | |||||||||||||||||||||||
| OPERATING REVENUES | ||||||||||||||||||||||||||
| Water | $ | 139,916 | $ | 132,323 | $ | 7,593 | 5.7 | % | ||||||||||||||||||
| Electric | 14,885 | 13,332 | 1,553 | 11.6 | % | |||||||||||||||||||||
| Contracted services | 37,734 | 37,061 | 673 | 1.8 | % | |||||||||||||||||||||
| Total operating revenues | 192,535 | 182,716 | 9,819 | 5.4 | % | |||||||||||||||||||||
| OPERATING EXPENSES | ||||||||||||||||||||||||||
| Water purchased | 25,920 | 27,745 | (1,825) | (6.6) | % | |||||||||||||||||||||
| Power purchased for pumping | 5,235 | 4,454 | 781 | 17.5 | % | |||||||||||||||||||||
| Groundwater production assessment | 8,741 | 6,972 | 1,769 | 25.4 | % | |||||||||||||||||||||
| Power purchased for resale | 4,047 | 3,288 | 759 | 23.1 | % | |||||||||||||||||||||
| Supply cost balancing accounts | (1,349) | (367) | (982) | 267.6 | % | |||||||||||||||||||||
| Other operation | 12,584 | 11,782 | 802 | 6.8 | % | |||||||||||||||||||||
| Administrative and general | 25,482 | 25,413 | 69 | 0.3 | % | |||||||||||||||||||||
| Depreciation and amortization | 13,174 | 11,934 | 1,240 | 10.4 | % | |||||||||||||||||||||
| Maintenance | 5,829 | 5,481 | 348 | 6.3 | % | |||||||||||||||||||||
| Property and other taxes | 8,187 | 7,771 | 416 | 5.4 | % | |||||||||||||||||||||
| ASUS construction | 17,391 | 16,510 | 881 | 5.3 | % | |||||||||||||||||||||
| Total operating expenses | 125,241 | 120,983 | 4,258 | 3.5 | % | |||||||||||||||||||||
| OPERATING INCOME | 67,294 | 61,733 | 5,561 | 9.0 | % | |||||||||||||||||||||
| OTHER INCOME AND EXPENSES | ||||||||||||||||||||||||||
| Interest expense | (11,866) | (11,711) | (155) | 1.3 | % | |||||||||||||||||||||
| Interest income | 782 | 1,064 | (282) | (26.5) | % | |||||||||||||||||||||
| Other, net | 839 | 3,006 | (2,167) | (72.1) | % | |||||||||||||||||||||
Total other income (expenses), net | (10,245) | (7,641) | (2,604) | 34.1 | % | |||||||||||||||||||||
| INCOME BEFORE INCOME TAX EXPENSE | 57,049 | 54,092 | 2,957 | 5.5 | % | |||||||||||||||||||||
| Income tax expense | 14,765 | 12,925 | 1,840 | 14.2 | % | |||||||||||||||||||||
| NET INCOME | $ | 42,284 | $ | 41,167 | $ | 1,117 | 2.7 | % | ||||||||||||||||||
| Basic earnings per Common Share | $ | 1.06 | $ | 1.06 | $ | — | — | % | ||||||||||||||||||
| Fully diluted earnings per Common Share | $ | 1.06 | $ | 1.06 | $ | — | — | % | ||||||||||||||||||
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Operating Revenues:
General
GSWC and BVES rely upon approvals by the CPUC of rate increases to recover operating expenses and to provide for a return on invested and borrowed capital used to fund utility plant. ASUS relies on economic price and equitable adjustments by the U.S. government in order to recover operating expenses and provide a profit margin for ASUS. Current operating revenues and earnings may be negatively impacted if ASUS’s subsidiaries do not receive adequate price adjustments in a timely manner. ASUS’s earnings are also impacted by the level of construction projects at its subsidiaries, which may or may not continue at current levels in future periods.
Water
For the three months ended September 30, 2026, revenues from water operations increased by $7.6 million to $139.9 million as compared to the same period in 2025. The increase in water revenues during the third quarter of 2026 is primarily a result of (i) the CPUC-approved second-year rate increases effective January 1, 2026, (ii) additional revenues approved to recover the advice letter capital projects that were added to adopted rate base for inclusion in the revenue requirement effective January 1, 2026, (iii) additional revenues for increases in the per-unit water supply costs incurred, which result in no net impact to earnings, and (iv) an increase in water consumption as further described below. These increases were partially offset by a decrease in billed surcharges of $1.9 million compared to the same period in 2025. CPUC-approved surcharges are billed to customers to recover previously incurred costs. Changes in billed surcharge revenues are offset by equal changes in operating expenses, resulting in no impact to earnings.
Water consumption for the three months ended September 30, 2026 was higher by approximately 1% as compared to the same period in 2025. As previously discussed, the final decision in the latest general rate case rejected GSWC’s request for the continuation of the WRAM, and instead ordered GSWC to transition to a modified rate adjustment mechanism (a Monterey-style WRAM or “M-WRAM”) effective January 1, 2025. Without having a full revenue decoupling mechanism, GSWC’s revenues and earnings will be subject to future volatility as a result of fluctuations in customer consumption.
Electric
Electric revenues for the three months ended September 30, 2026 increased by $1.6 million to $14.9 million largely resulting from the CPUC-approved fourth-year electric rate increases implemented in 2026 as compared to the same period of 2025, and an increase in additional revenues from the approval of certain advice letter projects that were implemented after the second quarter of 2025.
Billed electric usage for the third quarter of 2026 was 4.4% higher than the same period in 2025; however, due to the CPUC-approved Base Revenue Requirement Adjustment Mechanism, which adjusts certain revenues to adopted levels authorized by the CPUC, changes in electric usage do not have a significant impact on earnings.
Contracted Services
Revenues from contracted services are composed of construction revenues (including renewal and replacements) and management fees for operating and maintaining water and/or wastewater systems at various military bases. For the three months ended September 30, 2026, revenues from contracted services increased by $0.7 million to $37.7 million as compared to $37.1 million for the same period in 2025. The increase was primarily due to an increase in construction activities and an increase in management fees from economic price adjustments.
ASUS’s subsidiaries expect to continue to enter into U.S. government-awarded contract modifications, agreements with third-party prime contractors for new construction projects at the military bases served and task order agreements. Earnings and cash flows from modifications to the initial 15- and 50-year contracts with the U.S. government and agreements with third-party prime contractors for additional construction projects may or may not continue at current levels in future periods.
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Operating Expenses:
Supply Costs
Total supply costs at the regulated utilities comprise the largest portion of total consolidated operating expenses. Supply costs accounted for 34.0% and 34.8% of total operating expenses for the three months ended September 30, 2026 and 2025, respectively.
Water segment supply costs
Two of the principal factors affecting water supply costs are the amount of water produced and the source of the water. Generally, the variable cost of producing water from wells is less than the cost of water purchased from wholesale suppliers. Overall actual percentages of purchased water for the three months ended September 30, 2026 and 2025 were 38.7% and 44.2%, respectively.
Effective January 1, 2025, GSWC transitioned from a full cost balancing account for water supply known as the MCBA to an incremental cost balancing account (“ICBA”) for supply costs. The ICBA does not include the impact from changes in water supply source mix compared to the adopted mix incorporated in the revenue requirement, but allows GSWC to track differences between the authorized per-unit prices of water production costs and actual per-unit prices of water production costs. Without the MCBA mechanism in place there may be volatility to Registrant’s earnings as a result of changes in water supply source mix. As of September 30, 2026, the balances recorded in the ICBA were not significant.
Supply costs for the water segment consist of purchased water, purchased power for pumping, groundwater production assessments and changes in the water supply cost balancing accounts. For the three months ended September 30, 2026 and 2025, water supply costs consisted of the following amounts (in thousands):
| Three Months Ended September 30, 2026 | Three Months Ended September 30, 2025 | $ CHANGE | % CHANGE | ||||||||||||||||||||
| Water purchased | $ | 25,920 | $ | 27,745 | $ | (1,825) | (6.6) | % | |||||||||||||||
| Power purchased for pumping | 5,235 | 4,454 | 781 | 17.5 | % | ||||||||||||||||||
| Groundwater production assessment | 8,741 | 6,972 | 1,769 | 25.4 | % | ||||||||||||||||||
| Water supply cost balancing accounts * | (522) | 7 | (529) | ** | |||||||||||||||||||
| Total water supply costs | $ | 39,374 | $ | 39,178 | $ | 196 | 0.5 | % | |||||||||||||||
* The sum of the water and electric supply-cost balancing accounts are shown on AWR’s Consolidated Statements of Income and totaled $(1.3) million and $(0.4) million for the three months ended September 30, 2026 and 2025, respectively.
** not meaningful
Water purchased costs for the third quarter of 2026 decreased to $25.9 million as compared to $27.7 million for the same period in 2025. Although there was a slight increase in customer consumption, the actual water supply source mix included less purchased water during the three months ended September 30, 2026 compared to the same period in 2025 due primarily to wells being brought back online in certain customer service areas, partially offset by higher wholesale water per-unit prices that are being recovered in current rates. As a result of the increase in water production from GSWC’s wells, there was an increase in power purchased for pumping and groundwater production assessment compared to the same period in 2025. Changes in the water supply cost balancing accounts relate to the change, (under) over collection, between the authorized per-unit prices of water production costs and actual per-unit prices of water production costs.
Electric segment supply costs
Supply costs for the electric segment consist primarily of purchased power for resale, the cost of natural gas used by BVES’s generating unit, the cost of renewable energy credits and changes in the electric supply cost balancing account. For the three months ended September 30, 2026 and 2025, electric supply costs consisted of the following amounts (in thousands):
| Three Months Ended September 30, 2026 | Three Months Ended September 30, 2025 | $ CHANGE | % CHANGE | ||||||||||||||||||||
| Power purchased for resale | $ | 4,047 | $ | 3,288 | $ | 759 | 23.1 | % | |||||||||||||||
| Electric supply cost balancing account * | (827) | (374) | (453) | 121.1 | % | ||||||||||||||||||
| Total electric supply costs | $ | 3,220 | $ | 2,914 | $ | 306 | 10.5 | % | |||||||||||||||
* The sum of the water and electric supply-cost balancing accounts are shown on AWR’s Consolidated Statements of Income and totaled $(1.3) million and $(0.4) million for the three months ended September 30, 2026 and 2025, respectively.
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For the three months ended September 30, 2026, the cost of power purchased for resale to BVES’s electric customers increased by $0.8 million to $4.0 million as compared to $3.3 million during the same period in 2025 due to higher customer usage, partially offset by lower overall average prices per megawatt-hour, including fixed costs. The change in the electric supply cost balancing account in 2026 when compared to 2025 is also due to higher customer usage.
Other Operation
The primary components of other operation expenses include payroll costs, materials and supplies, chemicals and water treatment costs and outside-service costs of operating the regulated water systems, including the costs associated with water transmission and distribution, pumping, water quality, meter reading, billing, and operations of district offices and the electric system. Registrant’s contracted services operations incur many of the same types of expenses. For the three months ended September 30, 2026 and 2025, other operation expenses by business segment consisted of the following (dollar amounts in thousands):
| Three Months Ended September 30, 2026 | Three Months Ended September 30, 2025 | $ CHANGE | % CHANGE | |||||||||||||||||||||||
| Water Services | $ | 8,376 | $ | 8,044 | $ | 332 | 4.1 | % | ||||||||||||||||||
| Electric Services | 1,370 | 1,179 | 191 | 16.2 | % | |||||||||||||||||||||
| Contracted Services | 2,838 | 2,559 | 279 | 10.9 | % | |||||||||||||||||||||
| Total other operation | $ | 12,584 | $ | 11,782 | $ | 802 | 6.8 | % | ||||||||||||||||||
The increase in other operation expenses at the water segment was largely due to an increase in water treatment and chemical costs with wells being brought back online in certain customer service areas, and conservation spending, partially offset by a decrease in billed surcharges of $0.6 million compared to the same period in 2025. Surcharges are billed to customers to recover balances previously tracked in CPUC-authorized balancing and memorandum accounts. Billed surcharges have a corresponding and offsetting change in other operation expenses, resulting in no net impact to earnings.
The increase in other operation expenses at the electric segment was primarily due to higher labor, operation-related outside service costs, and bad debt expense. The increase at the contracted services segment was largely due to higher labor, utilities, and fuel costs.
Administrative and General
Administrative and general expenses include payroll costs related to administrative and general functions, all employee-related benefits, insurance expenses, outside legal and consulting fees, regulatory-utility-commission expenses, expenses associated with being a public company and general corporate expenses charged to expense accounts. For the three months ended September 30, 2026 and 2025, administrative and general expenses by business segment, including AWR (parent), consisted of the following (dollar amounts in thousands):
| Three Months Ended September 30, 2026 | Three Months Ended September 30, 2025 | $ CHANGE | % CHANGE | |||||||||||||||||||||||
| Water Services | $ | 16,059 | $ | 16,632 | $ | (573) | (3.4) | % | ||||||||||||||||||
| Electric Services | 3,201 | 3,116 | 85 | 2.7 | % | |||||||||||||||||||||
| Contracted Services | 6,221 | 5,663 | 558 | 9.9 | % | |||||||||||||||||||||
| AWR (parent) | 1 | 2 | (1) | (50.0) | % | |||||||||||||||||||||
| Total administrative and general | $ | 25,482 | $ | 25,413 | $ | 69 | 0.3 | % | ||||||||||||||||||
Administrative and general expenses decreased at the water segment due largely to a decrease in billed surcharges of $1.3 million compared to the same period in 2025. The surcharges were implemented in 2025 to recover balances previously tracked in CPUC-authorized balancing and memorandum accounts. Billed surcharges had a corresponding and offsetting change in administrative and general expenses, resulting in no net impact to earnings. This decrease was partially offset by higher labor costs, employee-related benefits, and regulatory expenses.
Administrative and general expenses increased at the contracted services segment primarily due to higher labor costs, employee-related benefits, and higher outside service costs.
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Depreciation and Amortization
For the three months ended September 30, 2026 and 2025, depreciation and amortization by business segment consisted of the following (dollar amounts in thousands):
| Three Months Ended September 30, 2026 | Three Months Ended September 30, 2025 | $ CHANGE | % CHANGE | |||||||||||||||||||||||
| Water Services | $ | 11,142 | $ | 10,085 | $ | 1,057 | 10.5 | % | ||||||||||||||||||
| Electric Services | 1,074 | 934 | 140 | 15.0 | % | |||||||||||||||||||||
| Contracted Services | 958 | 915 | 43 | 4.7 | % | |||||||||||||||||||||
| Total depreciation and amortization | $ | 13,174 | $ | 11,934 | $ | 1,240 | 10.4 | % | ||||||||||||||||||
The overall increase in depreciation and amortization expense resulted primarily from capital additions to utility plant and other fixed assets placed in service.
Maintenance
For the three months ended September 30, 2026 and 2025, maintenance expense by business segment consisted of the following (dollar amounts in thousands):
| Three Months Ended September 30, 2026 | Three Months Ended September 30, 2025 | $ CHANGE | % CHANGE | |||||||||||||||||||||||
| Water Services | $ | 2,980 | $ | 2,601 | $ | 379 | 14.6 | % | ||||||||||||||||||
| Electric Services | 1,429 | 1,612 | (183) | (11.4) | % | |||||||||||||||||||||
| Contracted Services | 1,420 | 1,268 | 152 | 12.0 | % | |||||||||||||||||||||
| Total maintenance | $ | 5,829 | $ | 5,481 | $ | 348 | 6.3 | % | ||||||||||||||||||
Fluctuations in maintenance expense are driven by the timing and requirements of our maturing infrastructure at each of our business segments. During the third quarter of 2026, there were increases in maintenance activities at our water and contracted services segments compared to the same period in 2025, while maintenance activities decreased at our electric segment.
Property and Other Taxes
For the three months ended September 30, 2026 and 2025, property and other taxes by business segment consisted of the following (dollar amounts in thousands):
| Three Months Ended September 30, 2026 | Three Months Ended September 30, 2025 | $ CHANGE | % CHANGE | |||||||||||||||||||||||
| Water Services | $ | 6,998 | $ | 6,364 | $ | 634 | 10.0 | % | ||||||||||||||||||
| Electric Services | 859 | 727 | 132 | 18.2 | % | |||||||||||||||||||||
| Contracted Services | 330 | 680 | (350) | (51.5) | % | |||||||||||||||||||||
| Total property and other taxes | $ | 8,187 | $ | 7,771 | $ | 416 | 5.4 | % | ||||||||||||||||||
Property and other taxes increased at both the water and electric segments due mainly to higher property taxes from capital additions. Property and other taxes decreased at the contracted services segment due primarily to the resolution of a gross receipts tax matter.
ASUS Construction
For the three months ended September 30, 2026, construction expenses for contracted services were $17.4 million, an increase of $0.9 million compared to the same period in 2025, primarily resulting from an increase in construction activities as compared to the same period of 2025.
40
Interest Expense
For the three months ended September 30, 2026 and 2025, interest expense by business segment, including AWR (parent), consisted of the following (dollar amounts in thousands):
| Three Months Ended September 30, 2026 | Three Months Ended September 30, 2025 | $ CHANGE | % CHANGE | |||||||||||||||||||||||
| Water Services | $ | 9,614 | $ | 8,552 | $ | 1,062 | 12.4 | % | ||||||||||||||||||
| Electric Services | 1,287 | 1,239 | 48 | 3.9 | % | |||||||||||||||||||||
| Contracted Services | 33 | 52 | (19) | (36.5) | % | |||||||||||||||||||||
| AWR (parent) | 932 | 1,868 | (936) | (50.1) | % | |||||||||||||||||||||
| Total interest expense | $ | 11,866 | $ | 11,711 | $ | 155 | 1.3 | % | ||||||||||||||||||
AWR’s borrowings consist of revolving credit facilities, while GSWC and BVES borrowings consist of revolving credit facilities and long-term debt issuances. Interest expense at the water segment increased as compared to the same period in 2025 due primarily to the impact of capitalizing debt costs in 2025 related to certain advice letter projects approved in the latest water general rate case, with no similar item in 2026, and higher average borrowing levels. The interest expense at AWR (parent) decreased as compared to the same period in 2025 mostly due to lower average borrowing levels and lower interest rates under its credit facility. The overall combined average interest rates were 4.96% and 5.06% for the three months ended September 30, 2026 and 2025, respectively.
Interest Income
For the three months ended September 30, 2026 and 2025, interest income by business segment, including AWR (parent), consisted of the following (dollar amounts in thousands):
| Three Months Ended September 30, 2026 | Three Months Ended September 30, 2025 | $ CHANGE | % CHANGE | |||||||||||||||||||||||
| Water Services | $ | 291 | $ | 511 | $ | (220) | (43.1) | % | ||||||||||||||||||
| Electric Services | 288 | 334 | (46) | (13.8) | % | |||||||||||||||||||||
| Contracted Services | 201 | 207 | (6) | (2.9) | % | |||||||||||||||||||||
| AWR (parent) | 2 | 12 | (10) | (83.3) | % | |||||||||||||||||||||
| Total interest income | $ | 782 | $ | 1,064 | $ | (282) | (26.5) | % | ||||||||||||||||||
For the three months ended September 30, 2026, interest income decreased at the water segment when compared to the same period in 2025 largely due to decreases in interest income earned on regulatory assets. Regulatory asset balances will decrease as surcharges are approved and implemented. As a result of receiving final CPUC decisions in early 2025 for both the water and electric general rate cases, surcharges were implemented during 2025 to recover balances previously tracked in CPUC-authorized balancing and memorandum accounts.
Other Income and (Expenses)
For the three months ended September 30, 2026 and 2025, other income and (expenses), net by business segment, including AWR (parent), consisted of the following (dollar amounts in thousands):
| Three Months Ended September 30, 2026 | Three Months Ended September 30, 2025 | $ CHANGE | % CHANGE | |||||||||||||||||||||||
| Water Services | $ | 648 | $ | 2,783 | $ | (2,135) | (76.7) | % | ||||||||||||||||||
| Electric Services | 95 | 172 | (77) | (44.8) | % | |||||||||||||||||||||
| Contracted Services | 11 | (5) | 16 | * | ||||||||||||||||||||||
| AWR (parent) | 85 | 56 | 29 | 51.8 | % | |||||||||||||||||||||
| Total other income (expenses), net | $ | 839 | $ | 3,006 | $ | (2,167) | (72.1) | % | ||||||||||||||||||
* not meaningful
For the three months ended September 30, 2026, other income (net of other expense) decreased largely because of losses of $17,000 recorded on investments held to fund one of the company’s retirement plans in 2026, compared to gains of $2.5 million recorded in 2025, partially offset by a decrease in the non-service cost components related to GSWC’s benefit plans resulting from changes in actuarial assumptions. However, as a result of GSWC’s two-way pension balancing accounts authorized by the CPUC, changes in total net periodic benefits costs related to the pension plan have no material impact to earnings.
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Income Tax Expense
For the three months ended September 30, 2026 and 2025, income tax expense by business segment, including AWR (parent), consisted of the following (dollar amounts in thousands):
| Three Months Ended September 30, 2026 | Three Months Ended September 30, 2025 | $ CHANGE | % CHANGE | |||||||||||||||||||||||
| Water Services | $ | 12,402 | $ | 10,863 | $ | 1,539 | 14.2 | % | ||||||||||||||||||
| Electric Services | 712 | 400 | 312 | 78.0 | % | |||||||||||||||||||||
| Contracted Services | 2,160 | 2,356 | (196) | (8.3) | % | |||||||||||||||||||||
| AWR (parent) | (509) | (694) | 185 | (26.7) | % | |||||||||||||||||||||
| Total income tax expense | $ | 14,765 | $ | 12,925 | $ | 1,840 | 14.2 | % | ||||||||||||||||||
AWR’s ETR was 25.9% and 23.9% for the three months ended September 30, 2026 and 2025, respectively. GSWC’s ETR was 26.8% and 24.6% for the three-month periods ended September 30, 2026 and 2025, respectively. The increase in the ETRs during the three months ended September 30, 2026 was primarily due to changes in certain flowed-through income taxes at the regulated utilities.
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Consolidated Results of Operations — Nine Months Ended September 30, 2026 and 2025 (amounts in thousands, except per share amounts):
| Nine Months Ended September 30, 2026 | Nine Months Ended September 30, 2025 | $ CHANGE | % CHANGE | |||||||||||||||||||||||
| OPERATING REVENUES | ||||||||||||||||||||||||||
| Water | $ | 384,076 | $ | 354,023 | $ | 30,053 | 8.5 | % | ||||||||||||||||||
| Electric | 47,168 | 41,262 | 5,906 | 14.3 | % | |||||||||||||||||||||
| Contracted services | 111,772 | 98,510 | 13,262 | 13.5 | % | |||||||||||||||||||||
| Total operating revenues | 543,016 | 493,795 | 49,221 | 10.0 | % | |||||||||||||||||||||
| OPERATING EXPENSES | ||||||||||||||||||||||||||
| Water purchased | 70,823 | 67,964 | 2,859 | 4.2 | % | |||||||||||||||||||||
| Power purchased for pumping | 12,231 | 11,157 | 1,074 | 9.6 | % | |||||||||||||||||||||
| Groundwater production assessment | 21,538 | 18,776 | 2,762 | 14.7 | % | |||||||||||||||||||||
| Power purchased for resale | 11,605 | 12,822 | (1,217) | (9.5) | % | |||||||||||||||||||||
| Supply cost balancing accounts | (1,420) | (2,219) | 799 | (36.0) | % | |||||||||||||||||||||
| Other operation | 35,886 | 34,582 | 1,304 | 3.8 | % | |||||||||||||||||||||
| Administrative and general | 78,157 | 77,510 | 647 | 0.8 | % | |||||||||||||||||||||
| Depreciation and amortization | 38,605 | 35,197 | 3,408 | 9.7 | % | |||||||||||||||||||||
| Maintenance | 17,730 | 15,757 | 1,973 | 12.5 | % | |||||||||||||||||||||
| Property and other taxes | 23,754 | 21,678 | 2,076 | 9.6 | % | |||||||||||||||||||||
| ASUS construction | 51,471 | 42,333 | 9,138 | 21.6 | % | |||||||||||||||||||||
| Total operating expenses | 360,380 | 335,557 | 24,823 | 7.4 | % | |||||||||||||||||||||
| OPERATING INCOME | 182,636 | 158,238 | 24,398 | 15.4 | % | |||||||||||||||||||||
| OTHER INCOME AND EXPENSES | ||||||||||||||||||||||||||
| Interest expense | (36,147) | (35,901) | (246) | 0.7 | % | |||||||||||||||||||||
| Interest income | 2,644 | 4,575 | (1,931) | (42.2) | % | |||||||||||||||||||||
| Other, net | 5,489 | 6,411 | (922) | (14.4) | % | |||||||||||||||||||||
Total other income (expenses), net | (28,014) | (24,915) | (3,099) | 12.4 | % | |||||||||||||||||||||
| INCOME BEFORE INCOME TAX EXPENSE | 154,622 | 133,323 | 21,299 | 16.0 | % | |||||||||||||||||||||
| Income tax expense | 39,116 | 31,622 | 7,494 | 23.7 | % | |||||||||||||||||||||
| NET INCOME | $ | 115,506 | $ | 101,701 | $ | 13,805 | 13.6 | % | ||||||||||||||||||
| Basic earnings per Common Share | $ | 2.92 | $ | 2.64 | $ | 0.28 | 10.6 | % | ||||||||||||||||||
| Fully diluted earnings per Common Share | $ | 2.92 | $ | 2.63 | $ | 0.29 | 11.0 | % | ||||||||||||||||||
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Operating Revenues:
General
GSWC and BVES rely upon approvals by the CPUC of rate increases to recover operating expenses and to provide for a return on invested and borrowed capital used to fund utility plant. ASUS relies on economic price and equitable adjustments by the U.S. government in order to recover operating expenses and provide a profit margin for ASUS. Current operating revenues and earnings can be negatively impacted if ASUS’s subsidiaries do not receive adequate rate relief or adjustments in a timely manner. ASUS’s earnings are also impacted by the level of additional construction projects at its subsidiaries, which may or may not continue at current levels in future periods.
Water
For the nine months ended September 30, 2026, revenues from water operations increased by $30.1 million to $384.1 million as compared to the same period in 2025. The increase in water revenues during the nine months of 2026 is primarily a result of (i) the CPUC-approved second-year rate increases effective January 1, 2026, (ii) additional revenues approved to recover the advice letter capital projects that were added to adopted rate base for inclusion in the revenue requirement effective January 1, 2026, (iii) additional revenues for increases in the per-unit water supply costs incurred, which result in no net impact to earnings, and (iv) an increase in water consumption as further described below. These increases were partially offset by a decrease in billed surcharges of $3.8 million compared to the same period in 2025. CPUC-approved surcharges are billed to customers to recover previously incurred costs. Changes in billed surcharge revenues are offset by equal changes in operating expenses, resulting in no impact to earnings.
Water consumption for the nine months ended September 30, 2026 was higher by 1.6% as compared to the same period in 2025. As previously discussed, the final decision in the latest general rate case rejected GSWC’s request for the continuation of the WRAM, and instead ordered GSWC to transition to the M-WRAM effective January 1, 2025. Without having a full revenue decoupling mechanism, GSWC’s revenues and earnings will be subject to future volatility as a result of significant fluctuations in customer consumption.
Electric
Electric revenues for the nine months ended September 30, 2026 increased by $5.9 million to $47.2 million largely resulting from the CPUC-approved fourth-year electric rate increases effective January 1, 2026, an increase in additional revenues from the approval of certain advice letter projects that were implemented after the second quarter of 2025, and an increase in billed surcharges of $1.2 million. As previously discussed, changes in billed surcharge revenues are offset by equal changes in operating expenses, resulting in no net impact to earnings.
Electric usage for the nine months ended September 30, 2026 was lower by 3.1% compared to the same period in 2025; however, due to the CPUC-approved Base Revenue Requirement Adjustment Mechanism, which adjusts certain revenues to adopted levels authorized by the CPUC, changes in usage do not have a significant impact on earnings.
Contracted Services
Revenues from contracted services are composed of construction revenues (including renewal and replacements) and management fees for operating and maintaining the water and/or wastewater systems at various military bases. For the nine months ended September 30, 2026, revenues from contracted services increased by $13.3 million to $111.8 million as compared to $98.5 million for the same period in 2025. The increase was primarily due to an increase in construction activities and an increase in management fees from economic price adjustments.
ASUS’s subsidiaries expect to continue to enter into U.S. government-awarded contract modifications, agreements with third-party prime contractors for new construction projects at the military bases served and task order agreements. Earnings and cash flows from modifications to the initial 15- and 50-year contracts with the U.S. government and agreements with third-party prime contractors for additional construction projects may or may not continue at current levels in future periods.
Operating Expenses:
Supply Costs
Total supply costs at the regulated utilities comprise the largest portion of total consolidated operating expenses. Supply costs accounted for approximately 31.8% and 32.3% of total operating expenses for the nine months ended September 30, 2026 and 2025, respectively.
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Water segment supply costs
Two of the principal factors affecting water supply costs are the amount of water produced and the source of the water. Generally, the variable cost of producing water from wells is less than the cost of water purchased from wholesale suppliers. The overall actual percentages of purchased water for the nine months ended September 30, 2026 and 2025 were 41.3% and 42.7%, respectively.
Effective January 1, 2025, GSWC transitioned from a full cost balancing account for water supply known as the MCBA to an ICBA for supply costs. The ICBA does not include the impact from changes in water supply source mix compared to the adopted mix incorporated in the revenue requirement, but allows GSWC to track differences between the authorized per-unit prices of water production costs and actual per-unit prices of water production costs. Without the MCBA mechanism in place there may be volatility to Registrant’s earnings as a result of changes in water supply source mix. As of September 30, 2026, the balances recorded in the ICBA were not significant.
Supply costs for the water segment consist of purchased water, purchased power for pumping, groundwater production assessments and changes in the water supply cost balancing accounts. For the nine months ended September 30, 2026 and 2025, water supply costs consisted of the following amounts (in thousands):
| Nine Months Ended September 30, 2026 | Nine Months Ended September 30, 2025 | $ CHANGE | % CHANGE | ||||||||||||||||||||
| Water purchased | $ | 70,823 | $ | 67,964 | $ | 2,859 | 4.2 | % | |||||||||||||||
| Power purchased for pumping | 12,231 | 11,157 | 1,074 | 9.6 | % | ||||||||||||||||||
| Groundwater production assessment | 21,538 | 18,776 | 2,762 | 14.7 | % | ||||||||||||||||||
| Water supply cost balancing accounts * | (260) | 663 | (923) | (139.2) | % | ||||||||||||||||||
| Total water supply costs | $ | 104,332 | $ | 98,560 | $ | 5,772 | 5.9 | % | |||||||||||||||
* The sum of the water and electric supply-cost balancing accounts are shown on AWR’s Consolidated Statements of Income and totaled $(1.4) million and $(2.2) million for the nine months ended September 30, 2026 and 2025, respectively.
Water purchased costs for the nine months ended September 30, 2026 increased to $70.8 million as compared to $68.0 million for the same period in 2025 due primarily to higher wholesale water per-unit prices that are being recovered in current rates, partially offset by the actual water supply source mix that included less purchased water during the nine months ended September 30, 2026 compared to the same period in 2025 due primarily to wells being brought back online in certain service areas. Power purchased for pumping and groundwater production assessment increased as a result of higher customer consumption and water production compared to the same period in 2025, as well as increases in electricity provider rates and pump tax rates that are also being recovered in current rates. Changes in the water supply cost balancing accounts relate to the change, (under) over collection, between the authorized per-unit prices of water production costs and actual per-unit prices of water production costs.
Electric segment supply costs
Supply costs for the electric segment consist primarily of purchased power for resale, the cost of natural gas used by BVES’s generating unit, the cost of renewable energy credits and changes in the electric supply cost balancing account. For the nine months ended September 30, 2026 and 2025, electric supply costs consisted of the following amounts (in thousands):
| Nine Months Ended September 30, 2026 | Nine Months Ended September 30, 2025 | $ CHANGE | % CHANGE | ||||||||||||||||||||
| Power purchased for resale | $ | 11,605 | $ | 12,822 | $ | (1,217) | (9.5) | % | |||||||||||||||
| Electric supply cost balancing account * | (1,160) | (2,882) | 1,722 | (59.8) | % | ||||||||||||||||||
| Total electric supply costs | $ | 10,445 | $ | 9,940 | $ | 505 | 5.1 | % | |||||||||||||||
* The sum of the water and electric supply-cost balancing accounts are shown on AWR’s Consolidated Statements of Income and totaled $(1.4) million and $(2.2) million for the nine months ended September 30, 2026 and 2025, respectively.
For the nine months ended September 30, 2026, the cost of power purchased for resale to BVES’s electric customers decreased to $11.6 million as compared to $12.8 million during the same period in 2025 largely because of lower customer usage and lower overall average prices per megawatt-hour, including fixed costs. The change in the electric supply cost balancing account during the nine months ended September 30, 2026 compared to the same period in 2025 was also due to lower customer usage.
45
Other Operation
The primary components of other operation expenses include payroll costs, materials and supplies, chemicals and water treatment costs and outside-services costs of operating the regulated water systems, including the costs associated with water transmission and distribution, pumping, water quality, meter reading, billing, and operations of district offices and the electric system. Registrant’s contracted services operations incur many of the same types of expenses. For the nine months ended September 30, 2026 and 2025, other operation expenses by business segment consisted of the following (dollar amounts in thousands):
| Nine Months Ended September 30, 2026 | Nine Months Ended September 30, 2025 | $ CHANGE | % CHANGE | |||||||||||||||||||||||
| Water Services | $ | 23,631 | $ | 23,519 | $ | 112 | 0.5 | % | ||||||||||||||||||
| Electric Services | 3,946 | 3,499 | 447 | 12.8 | % | |||||||||||||||||||||
| Contracted Services | 8,309 | 7,564 | 745 | 9.8 | % | |||||||||||||||||||||
| Total other operation | $ | 35,886 | $ | 34,582 | $ | 1,304 | 3.8 | % | ||||||||||||||||||
For the nine months ended September 30, 2026, the increase in other operation expenses at the water segment was largely due to an increase in labor costs, water conservation spending, bad debt expense, and other operation-related costs, partially offset by a decrease of $1.1 million in billed surcharges to recover previously incurred costs that had been tracked in CPUC-authorized memorandum accounts. Changes in billed surcharges had a corresponding and offsetting change in other operation expenses, resulting in no net impact to earnings.
The increase at the electric segment was due primarily to higher operation-related outside services costs. The increase at the contracted services segment was largely due to higher labor, utilities, and fuel costs.
Administrative and General
Administrative and general expenses include payroll costs related to administrative and general functions, all employee-related benefits, insurance expenses, outside legal and consulting fees, regulatory-utility-commission expenses, expenses associated with being a public company and general corporate expenses charged to expense accounts. For the nine months ended September 30, 2026 and 2025, administrative and general expenses by business segment, including AWR (parent), consisted of the following (dollar amounts in thousands):
| Nine Months Ended September 30, 2026 | Nine Months Ended September 30, 2025 | $ CHANGE | % CHANGE | |||||||||||||||||||||||
| Water Services | $ | 49,150 | $ | 50,241 | $ | (1,091) | (2.2) | % | ||||||||||||||||||
| Electric Services | 10,050 | 9,862 | 188 | 1.9 | % | |||||||||||||||||||||
| Contracted Services | 18,952 | 17,402 | 1,550 | 8.9 | % | |||||||||||||||||||||
| AWR (parent) | 5 | 5 | — | — | % | |||||||||||||||||||||
| Total administrative and general | $ | 78,157 | $ | 77,510 | $ | 647 | 0.8 | % | ||||||||||||||||||
Administrative and general expenses decreased at the water segment largely due to a decrease in billed surcharges of $2.7 million compared to the same period in 2025. The surcharges were implemented in 2025 to recover balances previously tracked in CPUC-authorized balancing and memorandum accounts. Changes in billed surcharges had a corresponding and offsetting change in administrative and general expenses, resulting in no net impact to earnings. This decrease was partially offset by higher labor costs, employee-related benefits, and regulatory costs.
Administrative and general expenses increased at the electric segment due, in part, to an increase of $0.4 million in billed surcharges to recover previously incurred costs that had been tracked in CPUC-authorized memorandum accounts, partially offset by lower outside services costs. Changes in billed surcharges had a corresponding and offsetting change in administrative and general expenses, resulting in no impact to earnings.
Administrative and general expenses increased at the contracted services segment primarily due to higher labor costs, employee-related benefits, outside service costs, and insurance costs.
46
Depreciation and Amortization
For the nine months ended September 30, 2026 and 2025, depreciation and amortization by business segment consisted of the following (dollar amounts in thousands):
| Nine Months Ended September 30, 2026 | Nine Months Ended September 30, 2025 | $ CHANGE | % CHANGE | |||||||||||||||||||||||
| Water Services | $ | 32,534 | $ | 29,804 | $ | 2,730 | 9.2 | % | ||||||||||||||||||
| Electric Services | 3,208 | 2,718 | 490 | 18.0 | % | |||||||||||||||||||||
| Contracted Services | 2,863 | 2,675 | 188 | 7.0 | % | |||||||||||||||||||||
| Total depreciation and amortization | $ | 38,605 | $ | 35,197 | $ | 3,408 | 9.7 | % | ||||||||||||||||||
Overall depreciation and amortization expense increased largely from capital additions to utility plant and other fixed assets placed in service.
Maintenance
For the nine months ended September 30, 2026 and 2025, maintenance expense by business segment consisted of the following (dollar amounts in thousands):
| Nine Months Ended September 30, 2026 | Nine Months Ended September 30, 2025 | $ CHANGE | % CHANGE | |||||||||||||||||||||||
| Water Services | $ | 8,059 | $ | 7,429 | $ | 630 | 8.5 | % | ||||||||||||||||||
| Electric Services | 5,238 | 4,248 | 990 | 23.3 | % | |||||||||||||||||||||
| Contracted Services | 4,433 | 4,080 | 353 | 8.7 | % | |||||||||||||||||||||
| Total maintenance | $ | 17,730 | $ | 15,757 | $ | 1,973 | 12.5 | % | ||||||||||||||||||
Fluctuations in maintenance expense are driven by the timing and requirements of our maturing infrastructure at each of our business segments. Maintenance activities increased at the water and contracted services segments compared to the same period in 2025.
Maintenance expense increased at the electric segment due, in large part, to an increase of $0.8 million in billed surcharges to recover previously incurred vegetation management costs that had been tracked in CPUC-authorized memorandum accounts. Changes in billed surcharges had a corresponding and offsetting change in maintenance expense, resulting in no impact to earnings. There was also an increase in maintenance activity compared to the same period in 2025.
Property and Other Taxes
For the nine months ended September 30, 2026 and 2025, property and other taxes by business segment consisted of the following (dollar amounts in thousands):
| Nine Months Ended September 30, 2026 | Nine Months Ended September 30, 2025 | $ CHANGE | % CHANGE | |||||||||||||||||||||||
| Water Services | $ | 19,716 | $ | 17,698 | $ | 2,018 | 11.4 | % | ||||||||||||||||||
| Electric Services | 2,431 | 2,063 | 368 | 17.8 | % | |||||||||||||||||||||
| Contracted Services | 1,607 | 1,917 | (310) | (16.2) | % | |||||||||||||||||||||
| Total property and other taxes | $ | 23,754 | $ | 21,678 | $ | 2,076 | 9.6 | % | ||||||||||||||||||
Property and other taxes increased at the water and electric segments largely due to an increase in property taxes resulting from capital additions and higher assessed values. Property and other taxes decreased at the contracted services segment due mainly to the resolution of a gross receipts tax matter.
ASUS Construction
For the nine months ended September 30, 2026, construction expenses for contracted services were $51.5 million, an increase of $9.1 million compared to the same period in 2025, primarily resulting from an increase in construction activities during 2026.
47
Interest Expense
For the nine months ended September 30, 2026 and 2025, interest expense by business segment, including AWR (parent), consisted of the following (dollar amounts in thousands):
| Nine Months Ended September 30, 2026 | Nine Months Ended September 30, 2025 | $ CHANGE | % CHANGE | |||||||||||||||||||||||
| Water Services | $ | 28,624 | $ | 27,145 | $ | 1,479 | 5.4 | % | ||||||||||||||||||
| Electric Services | 3,831 | 3,577 | 254 | 7.1 | % | |||||||||||||||||||||
| Contracted Services | 143 | 544 | (401) | (73.7) | % | |||||||||||||||||||||
| AWR (parent) | 3,549 | 4,635 | (1,086) | (23.4) | % | |||||||||||||||||||||
| Total interest expense | $ | 36,147 | $ | 35,901 | $ | 246 | 0.7 | % | ||||||||||||||||||
AWR’s borrowings consist of bank notes under revolving credit facilities, while GSWC and BVES borrowings consist of revolving credit facilities and long-term debt issuances. Interest expense at the water segment increased as compared to the same period in 2025 due primarily to the impact of capitalizing debt costs in 2025 related to certain advice letter projects approved in the latest water general rate case, with no similar item in 2026, and an increase in overall borrowing levels. Interest expense at the electric segment increased as compared to the same period in 2025 due mainly to lower AFUDC recognized in 2026, together with an increase in interest expense from higher average borrowing levels. During 2025, BVES recognized higher levels of AFUDC related to certain advice letter projects approved by the CPUC in the latest general rate case. The interest expense at the contracted services segment and AWR (parent) decreased as compared to the same period in 2025 resulting primarily from lower average borrowing levels and lower interest rates. The overall combined average interest rates were 5.00% and 5.10% for the nine months ended September 30, 2026 and 2025, respectively.
Interest Income
For the nine months ended September 30, 2026 and 2025, interest income by business segment, including AWR (parent), consisted of the following (dollar amounts in thousands):
| Nine Months Ended September 30, 2026 | Nine Months Ended September 30, 2025 | $ CHANGE | % CHANGE | |||||||||||||||||||||||
| Water Services | $ | 1,188 | $ | 2,719 | $ | (1,531) | (56.3) | % | ||||||||||||||||||
| Electric Services | 831 | 1,208 | (377) | (31.2) | % | |||||||||||||||||||||
| Contracted Services | 602 | 608 | (6) | (1.0) | % | |||||||||||||||||||||
| AWR (parent) | 23 | 40 | (17) | (42.5) | % | |||||||||||||||||||||
| Total interest income | $ | 2,644 | $ | 4,575 | $ | (1,931) | (42.2) | % | ||||||||||||||||||
The decreases in interest income at both the water and electric segments when compared to the same period in 2025 are largely due to decreases in interest income earned on regulatory assets. Regulatory asset balances will decrease as surcharges are approved and implemented. As a result of receiving final CPUC decisions in early 2025 for both the water and electric general rate cases, surcharges were implemented during 2025 to recover balances previously tracked in CPUC-authorized balancing and memorandum accounts.
Other Income and (Expenses)
For the nine months ended September 30, 2026 and 2025, other income and (expenses), net by business segment, including AWR (parent), consisted of the following (dollar amounts in thousands):
| Nine Months Ended September 30, 2026 | Nine Months Ended September 30, 2025 | $ CHANGE | % CHANGE | |||||||||||||||||||||||
| Water Services | $ | 5,084 | $ | 5,471 | $ | (387) | (7.1) | % | ||||||||||||||||||
| Electric Services | 169 | 488 | (319) | (65.4) | % | |||||||||||||||||||||
| Contracted Services | 33 | (13) | 46 | * | ||||||||||||||||||||||
| AWR (parent) | 203 | 465 | (262) | (56.3) | % | |||||||||||||||||||||
| Total other income (expenses), net | $ | 5,489 | $ | 6,411 | $ | (922) | (14.4) | % | ||||||||||||||||||
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For the nine months ended September 30, 2026, other income (net of other expenses) decreased at the water segment largely because of gains of $3.0 million recorded on investments held to fund one of the company’s retirement plans in 2026, compared to gains of $4.6 million recorded in 2025, partially offset by a decrease in the non-service cost components related to GSWC’s benefit plans resulting from changes in actuarial assumptions. However, as a result of GSWC’s two-way pension balancing accounts authorized by the CPUC, changes in total net periodic benefits costs related to the pension plan have no material impact to earnings.
The decrease in other income for the electric segment is due primarily to less AFUDC (equity) earned on certain CPUC-approved advice letter projects while under construction in 2025. The capital projects were approved for recovery through advice letters that were completed and placed in service in 2025.
The decrease in other income for AWR (parent) is due mainly to a decrease in non-regulated-related activities.
Income Tax Expense
For the nine months ended September 30, 2026 and 2025, income tax expense by business segment, including AWR (parent), consisted of the following (dollar amounts in thousands):
| Nine Months Ended September 30, 2026 | Nine Months Ended September 30, 2025 | $ CHANGE | % CHANGE | |||||||||||||||||||||||
| Water Services | $ | 32,608 | $ | 26,473 | $ | 6,135 | 23.2 | % | ||||||||||||||||||
| Electric Services | 2,098 | 1,532 | 566 | 36.9 | % | |||||||||||||||||||||
| Contracted Services | 6,033 | 5,332 | 701 | 13.1 | % | |||||||||||||||||||||
| AWR (parent) | (1,623) | (1,715) | 92 | (5.4) | % | |||||||||||||||||||||
| Total income tax expense | $ | 39,116 | $ | 31,622 | $ | 7,494 | 23.7 | % | ||||||||||||||||||
Consolidated income tax expense for the nine months ended September 30, 2026 increased by $7.5 million primarily due to the increase in consolidated pretax income as compared to the same period in 2025. AWR’s ETR was 25.3% and 23.7% for the nine months ended September 30, 2026 and 2025, respectively. GSWC’s ETR was 26.2% and 24.6% for the nine months ended September 30, 2026 and 2025, respectively. The increase in GSWC’s ETR was due largely to changes in certain flowed-through income taxes.
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Critical Accounting Policies and Estimates
Critical accounting policies and estimates are those that are important to the portrayal of Registrant’s financial condition, results of operations and cash flows and require the most difficult, subjective or complex judgments of Registrant’s management. The need to make estimates about the effect of items that are uncertain is what makes these judgments difficult, subjective and/or complex. Management makes subjective judgments about the accounting and regulatory treatment of many items. These judgments are based on Registrant’s historical experience, terms of existing contracts, its observance of trends in the industry, and information available from other outside sources, as appropriate. Actual results may differ from these estimates under different assumptions or conditions.
The critical accounting policies used in the preparation of Registrant’s financial statements are ones that it believes affect the more significant judgments and estimates used in the preparation of its consolidated financial statements presented in this report and are described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” included in Registrant’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC. There have been no material changes to Registrant’s critical accounting policies.
Liquidity and Capital Resources
AWR
AWR’s regulated business is capital intensive and requires considerable capital resources. A portion of these capital resources is provided by internally generated cash flows from operations. AWR anticipates that interest expense will increase in future periods due to the need for additional external capital to fund construction programs at its regulated utilities and if market interest rates increase. In addition, as the capital investment programs continue to increase, AWR and its subsidiaries anticipate they will need to access external financing more often. External financing may also be needed to cover costs incurred in connection with capital investments that are not covered in rates due to delays in obtaining approval of general rate cases by the CPUC.
AWR funds its operating expenses and pays dividends on its outstanding Common Shares primarily through dividends from its wholly owned subsidiaries. The ability of GSWC and BVES to pay dividends to AWR is restricted by California law. Under these restrictions, approximately $988.8 million was available for GSWC to pay dividends to AWR on September 30, 2026. Approximately $124.6 million was available for BVES to pay dividends to AWR as of September 30, 2026. ASUS’s ability to pay dividends to AWR is dependent upon state laws in which each ASUS subsidiary operates, as well as ASUS’s ability to pay dividends under California law.
When necessary, AWR obtains funds from external sources through the capital markets and from bank borrowings. Access to external financing on reasonable terms depends on the credit ratings of AWR and GSWC and current business conditions, including that of the water utility industry in general, as well as conditions in the debt or equity capital markets.
In February 2024, AWR entered into an equity distribution agreement, which was subsequently amended on February 20, 2026 (the “Equity Distribution Agreement”) with third-party sales agents, under which AWR could offer and sell Common Shares, from time to time at its sole discretion, through an 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 used 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 making equity contributions to its subsidiaries. During the nine months ended September 30, 2026, AWR sold 526,959 Common Shares through the ATM offering program and raised net proceeds of $39.9 million, bringing the total raised through September 30, 2026 to $40.7 million, net of $0.6 million of commissions paid under the terms of the Equity Distribution Agreement. On June 12, 2026, AWR successfully completed the program, reaching the maximum aggregate offering capacity of $200 million in gross proceeds raised. AWR has no plans to issue additional equity through, at least, the end of 2029 to support its current operations.
In June 2023, AWR and GSWC each entered into credit agreements with an original term of five years provided by a syndicate of banks and financial institutions. Both credit agreements, as amended, are scheduled to mature in June 2029. As of September 30, 2026, the credit agreements provide AWR and GSWC unsecured revolving credit facilities with borrowing capacities of $195.0 million and $200.0 million, respectively. Under the terms of the credit agreements, as of September 30, 2026, the borrowing capacities for AWR and GSWC may be expanded up to an additional $30.0 million and $75.0 million, respectively, subject to the lenders’ approval. AWR’s credit facility primarily provides support to AWR (parent) and ASUS, while GSWC’s credit agreement provides support to its water operations and capital expenditures. As of September 30, 2026, AWR’s outstanding borrowings under its credit facility of $77.0 million have been classified as non-current liabilities on AWR’s Consolidated Balance Sheet. The CPUC requires GSWC to completely pay off all borrowings under its revolving credit facility within a 24-month period after which GSWC may again borrow under its facility. GSWC’s pay-off period for its credit facility currently ends in November 2027. As of September 30, 2026, there were $34.0 million of outstanding borrowings under GSWC’s facility, which have also been classified as non-current liabilities in both AWR’s Consolidated Balance Sheet and GSWC’s Balance Sheet.
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As of September 30, 2026, GSWC has unsecured private placement notes of $65.0 million that will mature on June 5, 2027. Consequently, this balance has been classified within current liabilities in the accompanying balance sheets. It is management's current intention to refinance this obligation prior to its maturity date either through the issuance of new long-term debt, an equity contribution by AWR parent, or a combination of the two. While GSWC will actively evaluate long-term financing alternatives and participate in discussions with potential lenders, no formal commitment or refinancing agreement has been executed as of the filing of this Form 10-Q.
BVES has a separate revolving credit facility without a parent guaranty that supports its electric operations and capital expenditures, which provides a borrowing capacity of $65.0 million and matures in December 2028. BVES has an option to expand the borrowing capacity by up to an additional $25.0 million, subject to lender’s approval. 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 currently ends in May 2028. As of September 30, 2026, there were $4.0 million of outstanding borrowings under BVES’s credit facility, which have been classified as non-current liabilities in AWR’s Consolidated Balance Sheet.
Our primary sources of liquidity to fund operations continue to be from the recovery of costs charged to customers at our regulated utilities and the collection of payments from the U.S. government. We believe that capital investment costs associated with our capital programs at our regulated utilities will continue to be recovered through water and electric rates charged to customers, as well as funds from credit facilities from our regulated utilities. In addition, AWR’s credit facility will continue to be used to support ASUS’s operations and AWR (parent). The long-term capital-intensive nature of our regulated utilities has required us to continually seek future financing opportunities beyond the short-term. Future long-term financing at GSWC and BVES is expected to consist of both long-term debt and equity issuances in order to manage to the CPUC-authorized capital structure. Under the current financing applications authorized by the CPUC, GSWC and BVES have $588.0 million and $82.0 million, respectively, remaining and available under each utility’s authorized applications that provide for long-term financing and which are expected to be used over the next 1-6 years to pay down outstanding borrowings under their respective credit facilities and support operations.
Management believes that AWR’s and GSWC’s sound capital structures and strong credit ratings, combined with its financial discipline, will enable AWR to access the debt and equity markets. However, unpredictable financial market conditions in the future and delays in receiving rate case decisions may limit its access or impact the timing of when to access the market, in which case AWR may choose to temporarily reduce its capital spending.
AWR’s ability to pay cash dividends on its Common Shares depends primarily upon cash flows from its subsidiaries. AWR intends to continue paying quarterly cash dividends on or about March 1, June 1, September 1 and December 1, subject to earnings and financial conditions, regulatory requirements and such other factors as the Board of Directors may deem relevant. On October 26, 2026, AWR’s Board of Directors approved a fourth quarter dividend of $0.5455 per share on AWR’s Common Shares. Dividends on the Common Shares will be paid on December 2, 2026 to shareholders of record at the close of business on November 16, 2026. Registrant has paid Common Share dividends every year since 1931 and has increased the dividends received by shareholders each calendar year for 72 consecutive years, which places it in an exclusive group of companies on the New York Stock Exchange that have achieved that result. AWR’s quarterly dividend rate has grown at a compound annual growth rate (“CAGR”) of 8.4% over the last five years since the fourth quarter of 2021, and has achieved a 10-year CAGR of 8.7% in its calendar year dividend payments through 2026. AWR’s current policy is to achieve a CAGR in the dividend of more than 7% over the long-term.
Cash Flows from Operating Activities:
Cash flows from operating activities have generally provided sufficient cash to fund operating requirements, including a portion of capital expenditures at GSWC and BVES, and construction expenses at ASUS, and to pay dividends. AWR’s future cash flows from operating activities are expected to be affected by a number of factors, including, among other things, utility regulation; delays in receiving approvals of general rate cases, changes in tax law; maintenance expenses; inflation; newly imposed tariffs; compliance with environmental, health and safety standards; production costs; customer growth; per-customer usage of water and electricity; weather and seasonality; conservation efforts; compliance with local governmental requirements, including mandatory restrictions on water use; the customers’ ability to pay utility bills; and required cash contributions to pension and post-retirement plans. Future cash flows from contracted services subsidiaries will depend on new business activities, existing operations, the construction of new and/or replacement infrastructure at military bases, timely economic price and equitable adjustment of prices, and timely collection of payments from the U.S. government and other prime contractors operating at the military bases, and any adjustments arising out of an audit or investigation by federal governmental agencies. For further information regarding the risks faced by Registrant, see Item 1A, Risk Factors, in our Annual Report on Form 10-K for the year ended December 31, 2025.
ASUS funds its operating expenses primarily through internal operating sources, which include U.S. government funding under 15- and 50-year contracts for operations and maintenance costs and construction activities, as well as investments by, or
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loans from, AWR. ASUS, in turn, provides funding to its subsidiaries. ASUS’s subsidiaries may also from time to time provide funding to ASUS or other subsidiaries of ASUS.
Cash flows from operating activities are primarily generated by net income, adjusted for non-cash expenses such as depreciation and amortization, and deferred income taxes. Cash generated by operations varies during the year. Net cash provided by operating activities of AWR was $201.7 million for the nine months ended September 30, 2026 as compared to $202.0 million for the same period in 2025. Operating cash flows were relatively consistent between periods. The timing of cash receipts and disbursements related to working capital items continues to impact our cash flows from operations. In particular, the implementation of new rates and surcharges at our regulated utilities added to cash flows from operations. There was a significant impact from the timing of income tax payments that contributed to a decrease in operating cash flows as income tax installment payments were made for the nine months ended September 30, 2026, while no income tax payments were made for the same period in 2025 as a result of the wildfire tax relief legislation, which allowed for the postponement of income tax payment deadlines until October 15, 2025. This decrease was largely offset by changes in other working capital items.
The change in cash flows from operating activities also resulted from differences at ASUS in the timing of vendor payments and the receipt of cash for construction work at military bases. The billings (and cash receipts) for this construction work generally occur at completion of the work or in accordance with a billing schedule contractually agreed to with the U.S. government and/or other prime contractors. Thus, cash flow from construction-related activities may fluctuate from period to period with such fluctuations representing timing differences of when the work is being performed and when the cash is received for payment of the work.
Cash Flows from Investing Activities:
Net cash used in investing activities was $154.2 million for the nine months ended September 30, 2026 as compared to $172.7 million for the same period in 2025, which is mostly related to capital expenditures at the regulated utilities. GSWC and BVES invest capital to provide essential services to their regulated customer bases, while working with the CPUC to have the opportunity to earn a fair rate of return on investment. AWR’s infrastructure investment plan consists of both infrastructure renewal programs (to replace infrastructure, including those to mitigate wildfire risk) and major capital investment projects (to construct new water treatment, supply and delivery facilities and electric facilities). The regulated utilities may also be required from time to time to relocate existing infrastructure in order to accommodate local infrastructure improvement projects. Projected capital expenditures and other investments are subject to periodic review and revision.
For the year 2026, the regulated utilities’ company-funded capital expenditures are estimated to be approximately $185 - $220 million, barring any delays resulting from changes in capital improvement schedules due to unfavorable weather conditions and supply chain issues.
Cash Flows from Financing Activities:
AWR’s financing activities include primarily: (i) the proceeds from the issuance of Common Shares, (ii) the issuance and repayment of long-term debt and notes payable to banks, and (iii) the payment of dividends on Common Shares. In order to finance new infrastructure, GSWC also receives customer advances (net of refunds) for, and contributions in aid of, construction. Borrowings on AWR’s credit facility are primarily used to support AWR (parent) and its contracted services subsidiary, and borrowings on GSWC and BVES’s credit facilities are used to fund GSWC and BVES capital expenditures, respectively, until long-term financing is arranged. AWR may also from time to time make equity contributions to GSWC and to BVES. Overall debt levels are expected to increase to fund the costs of the capital expenditures that will be made by the regulated utilities.
Net cash used by financing activities was $40.3 million for the nine months ended September 30, 2026 as compared to cash used of $29.9 million during the same period in 2025. The increase in net cash used by financing activities was due primarily to a decrease in total capital (debt and equity) raised and needed for operations in 2026 as compared to 2025 due, in large part, to a decrease in capital expenditures.
During the nine months ended September 30, 2026, AWR had net payments on its credit facilities of $26.0 million, while during the nine months ended September 30, 2025, AWR had net payments on its credit facilities of $165.0 million. In 2025, both GSWC and BVES issued long-term debt totaling $100.0 million and $50.0 million, respectively, with a large portion of the proceeds used to pay down outstanding borrowings under their respective credit facilities. Credit facilities have been used to support its operations and ongoing capital expenditure programs.
During 2026, AWR benefited from lower interest expense due to lower borrowing levels under its credit facility as the issuance of equity under AWR’s ATM offering program supplemented AWR’s capital needs. For the nine months ended September 30, 2026, AWR sold 526,959 Common Shares through its ATM offering program and raised proceeds net of issuance costs of $39.9 million, while during the nine months ended September 30, 2025, AWR sold 535,760 Common Shares through its ATM offering program and raised proceeds net of issuance costs of $40.2 million. On June 12, 2026, AWR successfully completed the program, reaching the maximum aggregate offering capacity of $200 million in gross proceeds raised. AWR has no plans to issue additional equity through the end of 2029 to support its current operations and likely beyond 2029 based on current estimates. Lastly, there was an increase to AWR’s dividend payout of $6.0 million during the current year.
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GSWC
GSWC funds its operating expenses, payments on its debt, dividends to AWR on its outstanding common shares, and a portion of its construction expenditures through internal sources. Internal sources of cash flow are provided primarily by retention of a portion of earnings from operating activities. Internal cash generation is influenced by, among other things, factors such as weather patterns, conservation efforts, environmental regulation, litigation, changes in tax law and deferred taxes, changes in supply costs and regulatory decisions affecting GSWC’s ability to recover these supply costs, timing of rate relief, increases in maintenance expenses and capital expenditures, surcharges authorized by the CPUC to enable GSWC to recover expenses previously incurred from customers, and CPUC requirements to refund amounts previously charged to customers. Internal cash flows may also be impacted by delays in receiving payments from GSWC customers. For further information regarding the risks faced by Registrant, see Item 1A, Risk Factors, in our Annual Report on Form 10-K for the year ended December 31, 2025.
GSWC may, at times, utilize external sources for long-term financing, as well as obtain funds from equity investments from its parent, AWR, to help fund a portion of its operations and construction expenditures. GSWC has its own separate credit agreement that provides for a $200.0 million unsecured revolving credit facility to support GSWC’s operations and capital expenditures. GSWC’s borrowing capacity under this credit agreement may be expanded up to an additional $75.0 million, subject to the lenders’ approval.
In March 2025, the CPUC issued a final decision in GSWC’s financing application, which among other things, approved GSWC’s request to issue up to $750.0 million of additional long-term debt and equity securities. Under the current financing application authorized by the CPUC, GSWC has $588.0 million remaining and available that provides for long-term financing and which are expected to be used over the next 1 to 6 years to pay down portions of the outstanding borrowings under GSWC’s credit facility and support its operations and capital program. As of September 30, 2026, GSWC has unsecured private placement notes of $65.0 million that will mature on June 5, 2027. Consequently, this balance has been classified within current liabilities in GSWC’s balance sheet. It is management’s current intention to refinance this obligation prior to its maturity date either through the issuance of new long-term debt, an equity contribution by AWR parent, or a combination of the two. While GSWC will actively evaluate long-term financing alternatives and participate in discussions with potential lenders, no formal commitment or refinancing agreement has been executed as of the filing of this Form 10-Q.
In addition, GSWC receives advances and contributions from customers, home builders and real estate developers to fund construction necessary to extend service to new areas. Advances for construction are generally refundable at a rate of 2.5% in equal annual installments over 40 years. Utility plant funded by advances and contributions is excluded from rate base. GSWC amortizes contributions in aid of construction at the same composite rate of depreciation for the related property.
Cash Flows from Operating Activities:
Net cash provided by operating activities was $151.8 million for the nine months ended September 30, 2026 as compared to $156.0 million for the same period in 2025. The decrease in operating cash flow was due primarily to the timing of income tax payments, offset by changes in other working capital items. The timing of income tax payments contributed to a decrease in operating cash flows as income tax installment payments were made for the nine months ended September 30, 2026, while in 2025, during the same period, no income tax payments were made as a result of wildfire tax relief legislation, which allowed for the postponement of income tax payment deadlines until October 15, 2025. The timing of other cash receipts and disbursements related to other working capital items also affected the change in net cash provided by operating activities.
Cash Flows from Investing Activities:
Net cash used in investing activities was $135.8 million for the nine months ended September 30, 2026 as compared to $148.2 million for the same period in 2025, which is mostly related to spending under GSWC’s infrastructure investment plans that are consistent with capital budgets authorized in its general rate cases.
Cash Flows from Financing Activities:
Net cash used by financing activities was relatively flat at $11.5 million for the nine months ended September 30, 2026 as compared to $11.2 million net cash used for the same period in 2025. GSWC’s financing needs were relatively consistent resulting from a decrease in cash flows from operating activities that was largely offset by a decrease in GSWC’s capital expenditures.
During 2025, GSWC issued long-term debt of $100.0 million and issued common shares to AWR (parent) in exchange for a contribution of $50.0 million with funds used to pay down its credit facility. During the nine months ended September 30, 2026, GSWC had net borrowings on its credit facility of $21.0 million, while during the nine months ended September 30, 2025, GSWC had net payments on its credit facility of $124.0 million. In addition, GSWC paid dividends to AWR of $39.5 million as compared to $37.5 million paid during the same period in 2025.
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Contractual Obligations and Other Commitments
Registrant has various contractual obligations, which are recorded as liabilities in the consolidated financial statements. Other items, such as certain purchase commitments, are not recognized as liabilities in the consolidated financial statements but are required to be disclosed. In addition to contractual maturities, Registrant has certain debt instruments that contain an annual sinking fund or other principal payments. Registrant believes that it will be able to refinance debt instruments at their maturity through public issuance, or private placement, of debt or equity. Annual payments to service debt are generally made from cash flows from operations.
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Contractual Obligations and Commitments” section of the Registrant’s Form 10-K for the year ended December 31, 2025 filed with the SEC for a discussion of contractual obligations and other commitments.
Contracted Services
Under the terms of the contracts with the U.S. government, each contract’s price is subject to an EPA on an annual basis. In the event that ASUS (i) is managing more assets at specific military bases than were included in the U.S. government’s request for proposal, (ii) is managing assets that are in substandard condition as compared to what was disclosed in the request for proposal, (iii) prudently incurs costs not contemplated under the terms of the contract, and/or (iv) becomes subject to new regulatory requirements, such as more stringent water-quality standards, ASUS is permitted to file, and has filed, REAs. The timely filing for and receipt of EPAs and/or REAs continues to be critical in order for ASUS’s subsidiaries to recover increasing costs of operating, maintaining, renewing and replacing the water and/or wastewater systems at the military bases it serves.
During sequestration or automatic spending cuts, and also during the U.S. government partial shutdowns in early 2026, the subsidiaries of ASUS have not experienced and are not expected to experience any earnings impact to their existing operations and maintenance and renewal and replacement services, as utility privatization contracts are an “excepted service.” With the expiration of sequestration, similar issues including further sequestration pursuant to the Balanced Budget and Emergency Deficit Control Act may arise as part of the fiscal uncertainty and/or future debt-ceiling limits imposed by Congress. Management expects that any future impact on ASUS and its operations through its subsidiaries will likely be limited to (a) the timing of funding to pay for services rendered, (b) delays in the processing of EPAs and/or REAs, (c) the timing of the issuance of contract modifications for new construction work not already funded by the U.S. government, (d) the timing of construction work associated with delays in receiving construction permits from furloughs at government agencies, and/or (e) delays in solicitation for and/or awarding of new contracts under the Department of Defense contracting programs. In the event a U.S. government shutdown extends for an unprecedented and much longer period than that experienced in early 2026, ASUS’s liquidity and earnings could be impacted.
At times, the Defense Contract Audit Agency and/or the Defense Contract Management Agency may, at the request of a contracting officer, perform audits/reviews of contractors for compliance with certain government guidance and regulations, such as the Federal Acquisition Regulation and Defense Federal Acquisition Regulation Supplement. Certain audit/review findings, such as system deficiencies for government-contract-business-system requirements, may result in delays in the resolution of filings submitted to and/or the ability to file new proposals with the U.S. government.
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Regulatory Matters
An update on various regulatory matters is included in the discussion under the section titled “Overview” in this Form 10-Q’s “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The discussion below focuses on key regulatory matters and developments.
General Rate Cases and Changes in Rates During 2026
Water Segment:
Rates that GSWC is authorized to charge are determined by the CPUC in general rate cases. In January 2025, the CPUC issued a final decision in GSWC’s latest general rate case proceeding that set new rates for the years 2025 - 2027. In December 2025, GSWC received approval from the CPUC to implement its full second-year rate increases, effective January 1, 2026, that will result in higher adopted operating revenues less water supply cost for 2026 of approximately $32.0 million compared to 2025’s adopted operating revenues less water supply cost. Included in the 2026 increase is nearly $11 million related to advice letter capital projects. The assets from the advice letter projects and the related amounts in a memorandum account were added to the adopted rate base for inclusion in the revenue requirement effective January 1, 2026.
Water General Rate Case for the years 2028–2030
On July 1, 2026, GSWC filed a general rate case application for all its water regions and the general office. This general rate case will determine new water rates for the years 2028 – 2030. Among other things, GSWC requested capital budgets of approximately $1 billion for the three-year rate cycle. GSWC also requested to reinstate regulatory mechanisms to accommodate fully decoupled revenues and sales and to track differences between recorded and CPUC-authorized supply-related expenses. In an August 2020 decision, the CPUC discontinued the use of the WRAM and the MCBA for water utilities. GSWC originally implemented the WRAM and MCBA in 2008, and their use by GSWC was discontinued after 2024. A decision in the water general rate case is scheduled for the fourth quarter of 2027, with new rates to become effective January 1, 2028.
Electric Segment:
Rates that BVES is authorized to charge are determined by the CPUC in general rate cases. In January 2025, the CPUC issued a final decision in BVES’s general rate case proceeding that set new rates for the years 2023 - 2026, retroactive to January 1, 2023. Among other things, the final decision provided for an increase in adopted operating revenues of $3.3 million in 2026. Accordingly, new electric rates for 2026, which is the fourth year in the rate cycle, have been implemented and reflected in BVES results for the nine months ended September 30, 2026.
Furthermore, with regards to the advice letter projects authorized in the general rate case as previously discussed, BVES completed and placed in service capital projects totaling approximately $28 million, including AFUDC. During 2025 and 2026, BVES filed various advice letters for these capital projects and the CPUC approved them at actual cost. Accordingly, BVES has implemented new rates to recover the revenue requirement associated with these advice letter projects that are expected to generate additional annual operating revenues of approximately $4 million.
Electric General Rate Case for the Years 2027–2030
On January 30, 2026, BVES filed a new general rate case application that will determine new electric rates for the years 2027 through 2030. Among other things, BVES requested (i) capital budgets of approximately $133 million for the four-year rate cycle, and another approximately $17 million, plus AFUDC, for capital projects to be filed for revenue recovery through advice letters when the projects are completed, and (ii) a capital structure for BVES of 60% equity and 40% debt, a return on equity of 11.30%, an embedded cost of debt of 5.92%, and a return on rate base of 9.15%. A decision in the electric general rate case is scheduled for the first quarter of 2027 with the new rates retroactive to January 1, 2027.
See also “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Regulatory Matters” section of the Registrant’s Form 10-K for the year ended December 31, 2025 filed with the SEC for a discussion of other regulatory matters.
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Environmental Matters
AWR’s subsidiaries are subject to stringent environmental regulations. GSWC and ASUS are required to comply with the safe drinking water standards established by the U.S. EPA pursuant to section 1412 of the Public Health Service Act, as amended by the Safe Drinking Water Act, and codified at 40 CFR Part 141. GSWC is also required to comply with the safe drinking water standards promulgated by the Division of Drinking Water (“DDW”), under the California State Water Resources Control Board. The DDW, acting on behalf of the U.S. EPA, administers the U.S. EPA’s program for drinking water standards in California. Similarly, ASUS is required to comply with the drinking water standards that are administered by the relevant state agencies in the states in which it operates. The U.S. EPA regulates contaminants that may have adverse health effects that are known or likely to occur at levels of public health concern, and the regulation of which will provide a meaningful opportunity for health risk reduction.
Per- and Polyfluoroalkyl Substances (“PFAS”) Contamination Litigation Proceeds Memorandum Account:
GSWC has been a plaintiff in various class action lawsuits (against 3M Company, DuPont, and others) related to PFAS contamination affecting public water systems. A class settlement agreement among Tyco Fire Products LP (“Tyco”) and the class of eligible public water systems was entered into on April 12, 2024 and resolved any claims for PFAS contamination with Tyco. The class settlement agreement between the parties was approved by an order issued by the Federal District Court of South Carolina on November 22, 2024. As a result of the settlement, GSWC received from Tyco $2.2 million, net of legal and other fees, during the second quarter of 2026. In addition to the class settlement with Tyco, in June 2026, GSWC received a settlement payment of $0.9 million, net of legal and other fees, from BASF Corporation (“BASF”) pursuant to a class settlement agreement entered into on May 20, 2024 that resolved any claims for PFAS contamination with BASF. Also, in connection with GSWC’s class settlement agreement entered into with 3M Company in 2023, GSWC received the scheduled third legal settlement payment of $3.3 million, net of legal and other fees, from 3M Company in July 2026. The proceeds received from each of the settlement agreements have been included in the PFAS contamination litigation proceeds memorandum account and are reflected as regulatory liabilities as of September 30, 2026.
Settlement proceeds received by GSWC have been and may be used for future capital investments or operations and maintenance expenses related to PFAS water contamination to its water systems or any PFAS related litigation against its water systems, which benefit GSWC’s customers. The CPUC has authorized GSWC to track in a memorandum account the settlement payments received by GSWC from lawsuits related to PFAS contamination in its water systems, which include the proceeds received for participation in class action lawsuits. The amounts in the memorandum account have been recorded as a regulatory liability and have been used, and will continue to be used in the future, to offset the incremental investments in replacement and treatment of property, as well as operations and maintenance expenses and other direct expenses related to PFAS contamination. As of September 30, 2026, GSWC has a $15.0 million regulatory liability related to the PFAS contamination litigation proceeds memorandum account.
Proceeds received from the defendants will not be sufficient to pay for all PFAS-related liabilities that will ultimately be incurred by GSWC, whether related to capital investments, operation and maintenance expenses, or litigation brought against GSWC. However, the CPUC has also authorized GSWC to track incremental expenses, including laboratory testing and monitoring costs, customer and public notification costs and chemical and operating treatment costs, incurred as a result of PFAS contamination in a separate memorandum account to be filed with the CPUC for future recovery.
GSWC continues to monitor contaminant levels for PFAS compounds in accordance with final U.S. EPA regulations. On May 18, 2026, the U.S. EPA announced two proposed rules concerning PFAS in drinking water for public comment, to retain the 4 ppt drinking water standards for PFOA and PFOS, rescind standards for four other PFAS (PFHxS, PFNA, HFPO-DA, and Hazard Index mixtures), and extend compliance deadlines until 2031.
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Environmental Matters” section of the Registrant’s Form 10-K for the year ended December 31, 2025 filed with the SEC for a discussion of environmental matters applicable to AWR and its subsidiaries.
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Water Supply
Water year 2025-26 (“WY2026”), which ended on September 30, 2026, has resulted in average precipitation, average reservoir levels, and the second driest snowpack in history for the northern Sierras. Water year 2026-27 (“WY2027”) began on October 1, 2026, with the State’s major reservoirs at the following storage averages: Lake Oroville at 82%, Lake Shasta at 96%, and San Luis Reservoir at 168%. As of October 27, 2026, the U.S. Drought Monitor reported that approximately 18% of California is considered in “Moderate Drought” and 72% is “Abnormally Dry,” as compared to a year ago when approximately 10% was considered in “Severe Drought.” Changes in weather patterns will continue to impact drought conditions in California.
The State Water Project (“SWP”) allocation for WY2026 was increased to 45% on May 14, 2026. The allocation was initially set at 10% in December and later increased to 30% in January. Invasive golden mussels native to Southeast Asia were detected in the SWP conveyance network in mid-2025 and have impacted groundwater basin spreading operations that are critical water recharge facilities used to manage groundwater extractions in Southern California. As such, the Los Angeles County Department of Public Works, which owns and operates key spreading facilities in the San Gabriel Basin, has already placed a moratorium on allowing SWP water into its spreading basins. Basin agencies are working on mitigation plans to address this impact to basin management.
Prolonged drought conditions continue in the Colorado River System, which has experienced historically low reservoir levels in Lake Mead and Lake Powell since 2023. Reservoir levels for Lake Mead and Lake Powell are at only 26% and 22% of capacity, respectively, as of September 15, 2026, and Lake Powell is at its lowest water elevation level since 1968. Projected inflow scenarios for the Colorado River are expected at continued low flow levels and a “Level 2 Shortage Condition” will continue into 2027 with a possibility of a “Level 3 Shortage Condition” in late 2027. Increasing shortage levels based on Lake Mead water pool elevations will impose increasing mandatory water reductions to the lower Colorado River States. Urgent action to reduce water demand on the lower river by 2 to 4 million acre feet annually has been requested by the U.S. Bureau of Reclamation (the “Bureau”), which resulted in a multi-year agreement known as the “California Colorado River Contractor Forbearance Agreement for 2024-2026” by the Imperial Irrigation District, Coachella Valley Water District, Metropolitan Water District (“MWD”), Palo Verde Irrigation District and the City of Needles. However, the existing long-term operational agreements on how the Colorado River is managed expire in 2026 and new reductions will be imposed on the lower Colorado River States under any new agreement. These reductions are still in negotiation, and in addition, the State of Nevada has filed a lawsuit against the guidelines that were adopted in August 2026 as an outcome of an Environmental Impact Study (“EIS”) that considered various operational scenarios for the next 10 years. GSWC will continue to monitor developments related to the Colorado River System and assess its impact on MWD and GSWC’s systems that utilize water sources provided by MWD member agencies.
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Water Supply” section of Registrant’s Form 10-K for the year ended December 31, 2025 filed with the SEC for a discussion of water supply issues. The discussion above focuses on significant matters and changes since December 31, 2025.
Other Climate Change Matters
Climate change is one area that we focus on as we develop and execute our business strategy and financial planning, both in the short- and long-term. The risks posed by climate variability increase the need for us to plan for and address supply resiliency. Climate change has also impacted electric utilities in California by increasing wildfire risks and requiring the development of robust wildfire mitigation plans. We address these and other climate change risks by planning, assessing, mitigating, and investing in our infrastructure for the long-term benefit of our communities. See “Item 1. Business Overview” section of Registrant’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC for a discussion of climate change planning, risks and opportunities.
Cybersecurity Matters
Cyberattacks represent a threat to water, wastewater and electric utility systems and thereby the safety and security of our communities. We continue to increase our investments in information and operational technology to monitor and address threats and attempted cyberattacks to improve our posture in addressing security vulnerabilities. See “Item 1A. Risk Factors” and “Item 1C. Cybersecurity” sections of Registrant’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC for a discussion of cybersecurity matters.
New Accounting Pronouncements
Registrant is subject to newly issued requirements as well as changes in existing requirements issued by the Financial Accounting Standards Board. See Note 1 to the Financial Statements.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
Registrant is exposed to certain market risks, including fluctuations in interest rates, commodity price risk primarily relating to changes in the market price of electricity at BVES, and other economic conditions. Market risk is the potential loss arising from adverse changes in prevailing market rates and prices.
The quantitative and qualitative disclosures about market risk are discussed in Item 7A-Quantitative and Qualitative Disclosures About Market Risk, contained in Registrant’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC.
There have been no material changes to our quantitative and qualitative disclosures about market risk from what was previously disclosed in Registrant’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC.
Item 4. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
As required by Rules 13a-15(b) and 15d-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Registrant has carried out an evaluation, under the supervision and with the participation of its management, including its Chief Executive Officer (“CEO”) and its Chief Financial Officer (“CFO”), of the effectiveness, as of the end of the fiscal quarter covered by this report, of the design and operation of Registrant’s “disclosure controls and procedures” as defined in Rule 13a-15(e) and 15d-15(e) promulgated by the SEC under the Exchange Act. Based upon that evaluation, the CEO and the CFO concluded that Registrant’s disclosure controls and procedures, as of the end of such fiscal quarter, were adequate and effective to ensure that information required to be disclosed by Registrant in the reports that Registrant files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to Registrant’s management, including its CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.
(b) Changes in Internal Control over Financial Reporting
There has been no change in Registrant’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended September 30, 2026, that has materially affected, or is reasonably likely to materially affect, Registrant’s internal control over financial reporting.
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PART II
Item 1. Legal Proceedings
Registrant is subject to ordinary routine litigation incidental to its business that may include claims for compensatory and punitive damages. No legal proceedings are pending that management believes to be material. Management believes that rate recovery, proper insurance coverage and reserves are in place to insure against, among other things, property, general liability, employment, and workers’ compensation claims incurred in the ordinary course of business. Insurance coverage may not cover certain claims involving punitive damages.
Item 1A. Risk Factors
There have been no material changes to the risk factors from what was previously disclosed in Registrant’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following table provides information about repurchases of Common Shares by AWR during the third quarter of 2026:
| Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) | Maximum Number of Shares That May Yet Be Purchased under the Plans or Programs (1)(3) | ||||||||||||||||||||||
| July 1 - 31, 2026 | 203 | $ | 87.46 | — | — | |||||||||||||||||||||
| August 1 - 31, 2026 | 5,322 | $ | 88.12 | — | — | |||||||||||||||||||||
| September 1 - 30, 2026 | 3,489 | $ | 88.08 | — | — | |||||||||||||||||||||
| Total | 9,014 | (2) | $ | 88.47 | — | |||||||||||||||||||||
(1) None of the Common Shares were purchased pursuant to any publicly announced stock repurchase program.
(2) These Common Shares were acquired on the open market for employees pursuant to GSWC’s 401(k) plan and for participants in the Common Share Purchase and Dividend Reinvestment Plan.
(3) Neither the 401(k) plan nor the Common Share Purchase and Dividend Reinvestment Plan contain a maximum number of Common Shares that may be purchased in the open market.
Item 3. Defaults Upon Senior Securities
None
Item 4. Mine Safety Disclosures
Not applicable
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Item 5. Other Information
(a) On October 26, 2026, AWR’s Board of Directors approved a fourth quarter dividend of $0.5455 per share on AWR’s Common Shares. Dividends on the Common Shares will be paid on December 2, 2026 to shareholders of record at the close of business on November 16, 2026.
(b) There have been no material changes during the third quarter of 2026 to the procedures by which shareholders may nominate persons to the Board of Directors of AWR.
(c) Certain of our officers have made, and may from time to time make, elections to participate in our 401(k) plan or our common share purchase and dividend reinvestment plan, which may be designed to satisfy the affirmative defense conditions of Rule 10b5-1 under the Exchange Act or may constitute non-Rule 10b5-1 On August 12, 2026 , Ms. Anne M. Holloway , Chair of the Board of Directors of Registrant , adopted a stock trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) of the Exchange Act. The maximum number of shares of AWR to be sold under the plan is 3,600 . The plan will terminate on the earlier of the date all the shares covered by the plan are sold and January 31, 2028 .
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| Item 6. Exhibits | ||||||||
| (a) The following documents are filed as Exhibits to this report: | ||||||||
| 10.1 | ||||||||
| 31.1 | ||||||||
| 31.1.1 | ||||||||
| 31.2 | ||||||||
| 31.2.1 | ||||||||
| 32.1 | ||||||||
| 32.2 | ||||||||
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema (2) | |||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase (2) | |||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase (2) | |||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase (2) | |||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase (2) | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |||||||
(1) Filed concurrently herewith
(2) Furnished concurrently herewith
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| AMERICAN STATES WATER COMPANY (“AWR”): | |||||||||||
| By: | /s/ EVA G. TANG | ||||||||||
| Eva G. Tang | |||||||||||
| Senior Vice President - Finance, Chief Financial | |||||||||||
| Officer, Corporate Secretary and Treasurer | |||||||||||
| GOLDEN STATE WATER COMPANY (“GSWC”): | |||||||||||
| By: | /s/ EVA G. TANG | ||||||||||
| Eva G. Tang | |||||||||||
| Senior Vice President - Finance, Chief Financial | |||||||||||
| Officer and Secretary | |||||||||||
| Date: | November 4, 2026 | ||||||||||
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Exhibit 31.1
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for AWR
I, Robert J. Sprowls, certify that:
1) I have reviewed this quarterly report on Form 10-Q for the period ended September 30, 2026 of American States Water Company (referred to as “the Registrant”);
2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4) The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
5) The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
| Dated: | November 4, 2026 | By: | /s/ ROBERT J. SPROWLS | |||||||||||
| Robert J. Sprowls | ||||||||||||||
| President and Chief Executive Officer | ||||||||||||||
Exhibit 31.1.1
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for GSWC
I, Robert J. Sprowls, certify that:
1) I have reviewed this quarterly report on Form 10-Q for the period ended September 30, 2026 of Golden State Water Company (referred to as “GSWC”);
2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of GSWC as of, and for, the periods presented in this report;
4) GSWC’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for GSWC and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to GSWC, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) evaluated the effectiveness of GSWC’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) disclosed in this report any change in GSWC’s internal control over financial reporting that occurred during GSWC’s most recent fiscal quarter (GSWC’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, GSWC’s internal control over financial reporting; and
5) GSWC’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to GSWC’s auditors and the audit committee of GSWC’s board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect GSWC’s ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in GSWC’s internal control over financial reporting.
| Dated: | November 4, 2026 | By: | /s/ ROBERT J. SPROWLS | |||||||||||
| Robert J. Sprowls | ||||||||||||||
| President and Chief Executive Officer | ||||||||||||||
Exhibit 31.2
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for AWR
I, Eva G. Tang, certify that:
1) I have reviewed this quarterly report on Form 10-Q for the period ended September 30, 2026 of American States Water Company (referred to as “the Registrant”);
2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4) The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
5) The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
| Dated: | November 4, 2026 | By: | /s/ EVA G. TANG | |||||||||||
| Eva G. Tang | ||||||||||||||
| Senior Vice President-Finance, Chief Financial | ||||||||||||||
| Officer, Corporate Secretary and Treasurer | ||||||||||||||
Exhibit 31.2.1
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for GSWC
I, Eva G. Tang, certify that:
1) I have reviewed this quarterly report on Form 10-Q for the period ended September 30, 2026 of Golden State Water Company (referred to as “GSWC”);
2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of GSWC as of, and for, the periods presented in this report;
4) GSWC’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for GSWC and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to GSWC, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) evaluated the effectiveness of GSWC’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) disclosed in this report any change in GSWC’s internal control over financial reporting that occurred during GSWC’s most recent fiscal quarter (GSWC’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, GSWC’s internal control over financial reporting; and
5) GSWC’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to GSWC’s auditors and the audit committee of GSWC’s board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect GSWC’s ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in GSWC’s internal control over financial reporting.
| Dated: | November 4, 2026 | By: | /s/ EVA G. TANG | |||||||||||
| Eva G. Tang | ||||||||||||||
| Senior Vice President-Finance, Chief Financial | ||||||||||||||
| Officer and Secretary | ||||||||||||||
Exhibit 32.1
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(18 U.S.C. Section 1350)
In connection with the Quarterly Report of American States Water Company and Golden State Water Company (the “Registrant”) on Form 10-Q for the quarter ended September 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Robert J. Sprowls, Chief Executive Officer of the Registrant, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
| /s/ ROBERT J. SPROWLS | |||||||||||
| Robert J. Sprowls | |||||||||||
| President and Chief Executive Officer | |||||||||||
| Date: | November 4, 2026 | ||||||||||
Exhibit 32.2
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(18 U.S.C. Section 1350)
In connection with the Quarterly Report of American States Water Company and Golden State Water Company (the “Registrant”) on Form 10-Q for the quarter ended September 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Eva G. Tang, Chief Financial Officer of the Registrant, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
| /s/ EVA G. TANG | |||||||||||
| Eva G. Tang | |||||||||||
| Senior Vice President-Finance, Chief Financial Officer, | |||||||||||
| Corporate Secretary and Treasurer | |||||||||||
| Date: | November 4, 2026 | ||||||||||