10-Q - YORW - Equibles

UNITED STATES

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 June 30, 2023
---

☐	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 001-34245

THE YORK WATER COMPANY

(Exact name of registrant as specified in its charter)

Pennsylvania	23-1242500
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
130 East Market Street, York, Pennsylvania	17401
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (717) 845-3601

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

Common Stock, No par value	YORW	The Nasdaq Global Select Market
(Title of Class)	(Trading Symbol)	(Name of Each Exchange on Which Registered)

Indicate by check mark whether the 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 the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

⌧ Yes	☐ No

Indicate by check mark whether the 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 for such shorter period that the registrant was required to submit such files).

⌧ Yes	☐ 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:

Large accelerated filer ☐	Accelerated filer ☐		Non-accelerated filer ⌧
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 the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☐ Yes		⌧ No
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Common stock, No par value	14,310,349 Shares outstanding<br><br> <br>as of August 3, 2023

TABLE OF CONTENTS

PART I	Financial Information
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of<br> Operations	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	25
Item 4.	Controls and Procedures	25
PART II	Other Information
Item 6.	Exhibits	26
Signatures		27

Page 2

THE YORK WATER COMPANY

PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements.

Balance Sheets (Unaudited)

(In thousands of dollars, except per share amounts)

			Dec. 31, 2022
ASSETS
UTILITY PLANT, at original cost	582,332		$	549,141
Plant acquisition adjustments	(9,347	)		(9,178	)
Accumulated depreciation	(113,570	)		(108,758	)
Net utility plant	459,415			431,205
OTHER PHYSICAL PROPERTY, net of accumulated depreciation<br> of 477<br> in 2023 and 463<br> in 2022	1,587			696
CURRENT ASSETS:
Cash and cash equivalents	1			1
Accounts receivable, net of reserves of 875 in 2023<br> and 855 in 2022	6,096			6,701
Unbilled revenues	3,869			3,290
Recoverable income taxes	366			882
Materials and supplies inventories, at cost	3,532			2,335
Prepaid expenses	1,496			1,025
Total current assets	15,360			14,234
OTHER LONG-TERM ASSETS:
Prepaid pension cost	18,567			17,090
Note receivable	255			255
Deferred regulatory assets	43,686			42,545
Other assets	4,670			4,570
Total other long-term assets	67,178			64,460
Total Assets	543,540		$	510,595

All values are in US Dollars.

The accompanying notes are an integral part of these statements.

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THE YORK WATER COMPANY

Balance Sheets (Unaudited)

(In thousands of dollars, except per share amounts)

	Jun. 30, 2023		Dec. 31, 2022
STOCKHOLDERS’ EQUITY AND LIABILITIES
COMMON STOCKHOLDERS’ EQUITY:
Common stock, no par value, authorized 46,500,000 shares,<br><br> <br>issued and outstanding 14,309,160 shares in 2023<br><br> <br>and 14,285,584<br> shares in 2022	$	135,199	$	134,220
Retained earnings		77,345		72,963
Total common stockholders’ equity		212,544		207,183
PREFERRED STOCK, authorized 500,000 shares, no shares issued		–		–
LONG-TERM DEBT		157,771		139,465
COMMITMENTS		–		–
CURRENT LIABILITIES:
Accounts payable		14,382		10,766
Dividends payable		2,640		2,628
Accrued compensation and benefits		1,529		1,541
Accrued interest		1,738		965
Deferred regulatory liabilities		598		593
Other accrued expenses		416		488
Total current liabilities		21,303		16,981
DEFERRED CREDITS:
Customers’ advances for construction		15,871		14,911
Deferred income taxes		50,975		47,901
Deferred employee benefits		3,728		3,725
Deferred regulatory liabilities		38,531		37,448
Other deferred credits		516		680
Total deferred credits		109,621		104,665
Contributions in aid of construction		42,301		42,301
Total Stockholders’ Equity and Liabilities	$	543,540	$	510,595

The accompanying notes are an integral part of these statements.

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THE YORK WATER COMPANY

Statements of Income (Unaudited)

(In thousands of dollars, except per share amounts)

	Three Months<br><br> <br>Ended June 30						Six Months<br><br> <br>Ended June 30
	2023			2022			2023			2022
OPERATING REVENUES	$	18,767		$	14,899		$	34,168		$	29,139
OPERATING EXPENSES:
Operation and maintenance		4,105			2,915			8,217			6,366
Administrative and general		2,757			2,579			5,423			5,236
Depreciation and amortization		3,019			2,493			5,833			4,973
Taxes other than income taxes		370			338			761			692
		10,251			8,325			20,234			17,267
Operating income		8,516			6,574			13,934			11,872
OTHER INCOME (EXPENSES):
Interest on debt		(1,678	)		(1,205	)		(3,191	)		(2,502	)
Allowance for funds used during construction		844			225			1,593			520
Other pension costs		(239	)		(319	)		(603	)		(638	)
Other income (expenses), net		(206	)		(80	)		(300	)		(429	)
		(1,279	)		(1,379	)		(2,501	)		(3,049	)
Income before income taxes		7,237			5,195			11,433			8,823
Income tax (benefit) expense		713			166			1,256			(65	)
Net Income	$	6,524		$	5,029		$	10,177		$	8,888
Basic Earnings Per Share	$	0.45		$	0.36		$	0.71		$	0.65
Diluted Earnings Per Share	$	0.45		$	0.36		$	0.71		$	0.65

The accompanying notes are an integral part of these statements.

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THE YORK WATER COMPANY

Statements of Common Stockholders’ Equity (Unaudited)

(In thousands of dollars, except per share amounts)

For the Periods Ended June 30, 2023 and 2022

		Common<br><br> <br>Stock<br><br> <br>Amount		Retained<br><br> <br>Earnings			Total
Balance, March 31, 2023	14,294,898	$	134,679	$	73,719		$	208,398
Net income	–		–		6,524			6,524
Cash dividends declared, 0.2027 per share	–		–		(2,898	)		(2,898	)
Issuance of common stock under<br> dividend reinvestment, direct stock and<br> employee stock purchase plans	10,148		415		–			415
Stock-based compensation	4,114		105		–			105
Balance, June 30, 2023	14,309,160	$	135,199	$	77,345		$	212,544
Balance, December 31, 2022	14,285,584	$	134,220	$	72,963		$	207,183
Net income	–		–		10,177			10,177
Cash dividends declared, 0.4054 per share	–		–		(5,795	)		(5,795	)
Issuance of common stock under<br> dividend reinvestment, direct stock and<br> employee stock purchase plans	19,462		820		–			820
Stock-based compensation	4,114		159		–			159
Balance, June 30, 2023	14,309,160	$	135,199	$	77,345		$	212,544

All values are in US Dollars.

		Common<br><br> <br>Stock<br><br> <br>Amount		Retained<br><br> <br>Earnings			Total
Balance, March 31, 2022	13,123,619	$	88,725	$	65,695		$	154,420
Net income	–		–		5,029			5,029
Cash dividends declared, 0.1949 per share	–		–		(2,779	)		(2,779	)
Issuance of common stock	1,121,940		43,970		–			43,970
Issuance of common stock under<br> dividend reinvestment, direct stock and<br> employee stock purchase plans	11,185		431		–			431
Stock-based compensation	8,019		113		–			113
Balance, June 30, 2022	14,264,763	$	133,239	$	67,945		$	201,184
Balance, December 31, 2021	13,112,948	$	88,230	$	64,392		$	152,622
Net income	–		–		8,888			8,888
Cash dividends declared, 0.3898 per share	–		–		(5,335	)		(5,335	)
Issuance of common stock	1,121,940		43,970		–			43,970
Issuance of common stock under<br> dividend reinvestment, direct stock and<br> employee stock purchase plans	21,856		881		–			881
Stock-based compensation	8,019		158		–			158
Balance, June 30, 2022	14,264,763	$	133,239	$	67,945		$	201,184

All values are in US Dollars.

The accompanying notes are an integral part of these statements.

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THE YORK WATER COMPANY

Statements of Cash Flows (Unaudited)

(In thousands of dollars, except per share amounts)


			2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	10,177		$	8,888
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	5,833			4,973
Stock-based compensation	159			158
Increase (decrease) in deferred income taxes	694			(64	)
Other	(425	)		62
Changes in assets and liabilities:
Increase in accounts receivable and unbilled revenues	(162	)		(1,069	)
(Increase) decrease in recoverable income taxes	516			(1	)
Increase in materials and supplies, prepaid expenses, prepaid pension cost,<br> regulatory and other assets	(5,284	)		(5,993	)
Increase in accounts payable, accrued compensation and benefits, accrued <br> <br> expenses, deferred employee benefits, regulatory liabilities, and other deferred credits	2,315			4,052
Increase in accrued interest	773			7
Net cash provided by operating activities	14,596			11,013
CASH FLOWS FROM INVESTING ACTIVITIES:
Utility plant additions, including debt portion of allowance for funds used during<br> construction of 890<br> in 2023 and 291<br> in 2022	(29,725	)		(19,004	)
Acquisitions of water and wastewater systems	(35	)		–
Net cash used in investing activities	(29,760	)		(19,004	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Customers’ advances for construction and contributions in aid of construction	1,117			2,590
Repayments of customer advances	(157	)		(635	)
Proceeds of long-term debt issues	66,358			13,674
Debt issuance costs	(171	)		–
Repayments of long-term debt	(47,971	)		(42,994	)
Changes in cash overdraft position	951			(1,746	)
Issuance of common stock	820			44,851
Dividends paid	(5,783	)		(5,106	)
Net cash provided by financing activities	15,164			10,634
Net change in cash and cash equivalents	–			2,643
Cash and cash equivalents at beginning of period	1			1
Cash and cash equivalents at end of period	1		$	2,644
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest, net of amounts capitalized	1,480		$	2,132
Supplemental disclosure of non-cash investing and financing activities:<br> Accounts payable includes 7,372 in 2023 and 5,796 in 2022 for the construction of utility plant.

All values are in US Dollars.

The accompanying notes are an integral part of these statements.

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THE YORK WATER COMPANY

Notes to Interim Financial Statements

(In thousands of dollars, except per share amounts)

1. Basis of Presentation

The interim financial statements are unaudited but, in the opinion of management, reflect all adjustments, consisting of only normal recurring accruals, necessary for a fair presentation of results for such periods. Because the financial statements cover an interim period, they do not include all disclosures and notes normally provided in annual financial statements, and therefore, should be read in conjunction with the financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

Operating results for the three and six months ended June 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023.

2. Acquisitions

On December 1, 2022, the Company completed the acquisition of the wastewater collection and treatment assets of SYC WWTP, L.P. and the Albright Trailer Park of R.T. Barclay, Inc. in Shrewsbury and Springfield Townships, York County, Pennsylvania. The Company began operating the existing collection and treatment facilities on December 5, 2022. The acquisition resulted in the addition of approximately 90 wastewater customers with purchase price and acquisition costs of approximately $516, of which $35 was paid in 2023, which is less than the depreciated original cost of the assets. The Company recorded a negative acquisition adjustment of $202 and will seek approval from the PPUC to amortize the acquisition adjustment over the remaining life of the acquired assets. The wastewater customers of the Albright Trailer Park were previously served by SYC WWTP, L.P. through a single customer connection to the park. This acquisition is immaterial to Company results.

3. Accounts Receivable and Contract Assets

Accounts receivable and contract assets are summarized in the following table:

	As of			As of
	Jun. 30, 2023			Dec. 31, 2022			Change
Accounts receivable – customers	$	6,862		$	7,069		$	(207	)
Other receivables		109			487			(378	)
		6,971			7,556			(585	)
Less: allowance for doubtful accounts		(875	)		(855	)		(20	)
Accounts receivable, net	$	6,096		$	6,701		$	(605	)
Unbilled revenue	$	3,869		$	3,290		$	579

Differences in timing of revenue recognition, billings, and cash collections result in receivables and contract assets. Generally, billing occurs subsequent to revenue recognition, resulting in a contract asset reported as unbilled revenue on the balance sheet. The Company does not receive advances or deposits from customers before revenue is recognized so no contract liabilities are reported. Accounts receivable are recorded when the right to consideration becomes unconditional and are presented separately on the balance sheet. The changes in accounts receivable – customers and in unbilled revenue were primarily due to the normal timing difference between performance and the customer’s payments.

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4. Common Stock and Earnings Per Share

Net income of $6,524 and $5,029 for the three months ended June 30, 2023 and 2022, respectively, and $10,177 and $8,888 for the six months ended June 30, 2023 and 2022, respectively, is used to calculate both basic and diluted earnings per share. Basic earnings per share is based on the weighted average number of common shares outstanding. Diluted earnings per share is based on the weighted average number of common shares outstanding plus potentially dilutive shares. The dilutive effect of employee stock-based compensation is included in the computation of diluted earnings per share and is calculated using the treasury stock method and expected proceeds upon exercise or issuance of the stock-based compensation.

The following table summarizes the shares used in computing basic and diluted earnings per share:

	Three Months<br><br> <br>Ended June 30				Six Months<br><br> <br>Ended June 30
	2023		2022		2023		2022
Weighted average common shares, basic		14,288,605		14,188,579		14,282,270		13,650,118
Effect of dilutive securities:
Employee stock-based compensation		1,230		1,123		857		1,060
Weighted average common shares, diluted		14,289,835		14,189,702		14,283,127		13,651,178

On March 11, 2013, the Board of Directors, or the Board, authorized a share repurchase program granting the Company authority to repurchase up to 1,200,000 shares of the Company’s common stock from time to time. The stock repurchase program has no specific end date and the Company may repurchase shares in the open market or through privately negotiated transactions. The Company may suspend or discontinue the repurchase program at any time. No shares were repurchased during the three or six months ended June 30, 2023 and 2022. As of June 30, 2023, 618,004 shares remain authorized for repurchase.

5. Debt

	As of<br><br> <br>Jun. 30, 2023			As of<br><br> <br>Dec. 31, 2022
Variable Rate Pennsylvania Economic Development Financing Authority<br><br> <br>Exempt Facilities Revenue Refunding Bonds, Series 2008A, due 2029	$	12,000		$	12,000
3.00%<br> Pennsylvania Economic Development Financing Authority Exempt<br><br> <br>Facilities Revenue Refunding Bonds, Series A of 2019, due 2036		10,500			10,500
3.10%<br> Pennsylvania Economic Development Financing Authority Exempt<br><br> <br>Facilities Revenue Refunding Bonds, Series B of 2019, due 2038		14,870			14,870
3.23%<br> Senior Notes, due 2040		15,000			15,000
4.00%<br> - 4.50% York County Industrial Development Authority Exempt<br><br> <br>Facilities Revenue Bonds, Series 2015, due 2029 - 2045		10,000			10,000
4.54%<br> Senior Notes, due 2049		20,000			20,000
3.24% Senior Notes, due 2050		30,000			30,000
5.50% Senior Notes, due 2053		40,000			–
Committed Line of Credit, due September 2024		8,127			29,740
Total long-term debt		160,497			142,110
Less discount on issuance of long-term debt		(152	)		(158	)
Less unamortized debt issuance costs		(2,574	)		(2,487	)
Long-term portion	$	157,771		$	139,465

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On February 24, 2023, the Company entered into a note purchase agreement with certain institutional investors relating to the private placement of $40,000 aggregate principal amount of the Company’s senior notes. The senior notes bear interest at 5.50% per annum payable semiannually and mature on February 24, 2053. The senior notes are unsecured and unsubordinated obligations of the Company. The Company received net proceeds, after deducting issuance costs, of approximately $39,829. The net proceeds were used to refinance line of credit borrowings incurred by the Company as interim financing for various capital projects of the Company.

6. Interest Rate Swap Agreement

The Company is exposed to certain risks relating to its ongoing business operations. The primary risk managed by using derivative instruments is interest rate risk. The Company utilizes an interest rate swap agreement to effectively convert the Company’s $12,000 variable-rate debt issue to a fixed rate. Interest rate swaps are contracts in which a series of interest rate cash flows are exchanged over a prescribed period. The notional amount on which the interest payments are based ($12,000) is not exchanged. The interest rate swap provides that the Company pays the counterparty a fixed interest rate of 3.16% on the notional amount of $12,000. In exchange, the counterparty paid the Company a variable interest rate based on 59% of the U.S. Dollar one-month LIBOR rate on the notional amount. The variable interest rate changed to 59% of the daily simple Secured Overnight Financing Rate, or SOFR, plus a spread adjustment of 11.448 basis points upon the discontinuance of LIBOR in 2023. The intent is for the variable rate received from the swap counterparty to approximate the variable rate the Company pays to bondholders on its variable rate debt issue, resulting in a fixed rate being paid to the swap counterparty and reducing the Company’s interest rate risk. The Company’s net payment rate on the swap was 0.16% and 2.60% for the three months ended June 30, 2023 and 2022, respectively, and 0.30% and 2.75% for the six months ended June 30, 2023 and 2022, respectively.

The interest rate swap agreement is classified as a financial derivative used for non-trading activities. The accounting standards regarding accounting for derivatives and hedging activities require companies to recognize all derivative instruments as either assets or liabilities at fair value on the balance sheet. In accordance with the standards, the interest rate swap is recorded on the balance sheet in other deferred credits at fair value (see Note 7).

The Company uses regulatory accounting treatment rather than hedge accounting to defer the unrealized gains and losses on its interest rate swap. These unrealized gains and losses are recorded as a regulatory asset or regulatory liability. Based on current ratemaking treatment, the Company expects the unrealized gains and losses to be recognized in rates as a component of interest expense as the swap settlements occur. Swap settlements are recorded in the income statement with the hedged item as interest expense. Swap settlements resulted in the reclassification from regulatory assets to interest expense of $5 and $78 for the three months ended June 30, 2023 and 2022, respectively, and $19 and $168 for the six months ended June 30, 2023 and 2022, respectively. The overall swap result was a gain of $267 and $281 for the three months ended June 30, 2023 and 2022, respectively, and $140 and $775 for the six months ended June 30, 2023 and 2022, respectively. The Company expects to reclassify $(10) from regulatory assets to interest expense as a result of swap settlements over the next 12 months.

The interest rate swap agreement contains provisions that require the Company to maintain a credit rating of at least BBB- with Standard & Poor’s. If the Company’s rating were to fall below this rating, it would be in violation of these provisions, and the counterparty to the derivative could request immediate payment if the derivative was in a liability position. On July 26, 2023, Standard & Poor’s affirmed the Company’s credit rating at A-, with a stable outlook and adequate liquidity. The Company’s interest rate swap was in a liability position as of June 30, 2023. If a violation due to credit rating, or some other default provision, were triggered on June 30, 2023, the Company would have been required to pay the counterparty approximately $600.

The interest rate swap will expire on October 1, 2029. Other than the interest rate swap, the Company has no other derivative instruments.

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7. Fair Value of Financial Instruments

The accounting standards regarding fair value measurements establish a fair value hierarchy which indicates the extent to which inputs used in measuring fair value are observable in the market. Level 1 inputs include quoted prices for identical instruments and are the most observable. Level 2 inputs include quoted prices for similar assets and observable inputs such as interest rates, commodity rates and yield curves. Level 3 inputs are not observable in the market and include management’s own judgments about the assumptions market participants would use in pricing the asset or liability.

The Company has recorded its interest rate swap liability at fair value in accordance with the standards. The liability is recorded under the caption “Other deferred credits” on the balance sheet. The table below illustrates the fair value of the interest rate swap as of the end of the reporting period.

Description	June 30, 2023	Fair Value Measurements<br><br> <br>at Reporting Date Using<br><br> <br>Significant Other Observable Inputs (Level 2)
Interest Rate Swap	$516	$516

Fair values are measured as the present value of all expected future cash flows based on the LIBOR-based swap yield curve as of the date of the valuation. These inputs to this calculation are deemed to be Level 2 inputs. The balance sheet carrying value reflects the Company’s credit quality as of June 30, 2023. The rate used in discounting all prospective cash flows anticipated to be made under this swap reflects a representation of the yield to maturity for 30-year debt on utilities rated A- as of June 30, 2023. The use of the Company’s credit rating resulted in a reduction in the fair value of the swap liability of $84 as of June 30, 2023. The fair value of the swap reflecting the Company’s credit quality as of December 31, 2022 is shown in the table below.

Description	December 31, 2022	Fair Value Measurements<br><br> <br>at Reporting Date Using<br><br> <br>Significant Other Observable Inputs (Level 2)
Interest Rate Swap	$680	$680

The carrying amount of current assets and liabilities that are considered financial instruments approximates fair value as of the dates presented. The Company’s total long-term debt, with a carrying value of $160,497 at June 30, 2023, and $142,110 at December 31, 2022, had an estimated fair value of approximately $145,000 and $126,000, respectively. The estimated fair value of debt was calculated using a discounted cash flow technique that incorporates a market interest yield curve with adjustments for duration and risk profile. These inputs to this calculation are deemed to be Level 2 inputs. The Company recognized its credit rating in determining the yield curve and did not factor in third-party credit enhancements including the letter of credit on the 2008 Pennsylvania Economic Development Financing Authority Series A issue.

Customers’ advances for construction and note receivable had carrying values at June 30, 2023 of $15,871 and $255, respectively. At December 31, 2022, customers’ advances for construction and note receivable had carrying values of $14,911 and $255, respectively. The relative fair values of these amounts cannot be accurately estimated since the timing of future payment streams is dependent upon several factors, including new customer connections, customer consumption levels and future rate increases.

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8. Commitments

The Company has committed to capital expenditures of approximately $39,626 to armor and replace the spillway of the Lake Williams dam, of which $14,001 remains to be incurred as of June 30, 2023. The Company may make additional commitments for this project in the future.

The Company was granted approval by the Pennsylvania Public Utility Commission, or PPUC, to modify its tariff to include the cost of the annual replacement of up to 400 lead customer-owned service lines over nine years from the agreement. The tariff modification allows the Company to replace customer-owned service lines at its own initial cost. The Company will record the costs as a regulatory asset to be recovered in future base rates to customers, over a four-year period. The cost for the customer-owned lead service line replacements was approximately $1,589 and $1,518 through June 30, 2023 and December 31, 2022, respectively, and is included as a regulatory asset. Based on its experience, the Company estimates that lead customer-owned service lines replacements will cost $1,800. This estimate is subject to adjustment as more facts become available.

9. Revenue

The following table shows the Company’s revenues disaggregated by service and customer type.

	Three Months<br><br> <br>Ended June 30				Six Months<br><br> <br>Ended June 30
	2023		2022		2023		2022
Water utility service:
Residential	$	10,640	$	8,819	$	19,528	$	17,266
Commercial and industrial		5,093		3,896		9,097		7,484
Fire protection		1,050		836		1,982		1,672
Wastewater utility service:
Residential		1,456		925		2,540		1,854
Commercial and industrial		267		116		488		225
Billing and revenue collection services		116		84		242		214
Collection services		9		89		16		148
Other revenue		13		5		24		19
Total Revenue from Contracts with Customers		18,644		14,770		33,917		28,882
Rents from regulated property		123		129		251		257
Total Operating Revenue	$	18,767	$	14,899	$	34,168	$	29,139

Utility Service

The Company provides utility service as a distinct and single performance obligation to each of its water and wastewater customers. The transaction price is detailed in the tariff pursuant to an order by the PPUC and made publicly available. There is no variable consideration and no free service, special rates, or subnormal charges to any customer. Due to the fact that the contract includes a single performance obligation, no judgment is required to allocate the transaction price. The performance obligation is satisfied over time through the continuous provision of utility service through a stand-ready obligation to perform and the transfer of water or the collection of wastewater through a series of distinct transactions that are identical in nature and have the same pattern of transfer to the customer. The Company uses an output method to recognize the utility service revenue over time. The stand-ready obligation is recognized through the passage of time in the form of a fixed charge and the transfer of water or the collection of wastewater is recognized at a per unit rate based on the actual or estimated flow through the meter. Each customer is invoiced every month and the invoice is due within twenty days. The utility service has no returns or warranties associated with it. No revenue is recognized from performance obligations satisfied in prior periods and no performance obligations remain unsatisfied as of the end of the reporting period. A contract asset for unbilled revenue is recognized for the passage of time and the actual or estimated usage from the latest meter reading to the end of the accounting period. The methodology is standardized and consistently applied to reduce bias and the need for judgment.

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Billing and Revenue Collection Service

The Company provides billing and revenue collection service as distinct performance obligations to two municipalities within the service territory of the Company. The municipalities provide service to their residents and the Company acts as the billing and revenue collection agent for the municipalities. The transaction price is a fixed amount per bill prepared as established in the contract. There is no variable consideration. Due to the fact that both the billing performance obligation and the revenue collection performance obligation are materially complete by the end of the reporting period, the Company does not allocate the transaction price between the two performance obligations. The performance obligations are satisfied at a point in time when the bills are sent as the municipalities receive all the benefits and bears all of the risk of non-collection at that time. Each municipality is invoiced when the bills are complete and the invoice is due within thirty days. The billing and revenue collection service has no returns or warranties associated with it. No revenue is recognized from performance obligations satisfied in prior periods and no performance obligations remain unsatisfied as of the end of the reporting period.

Collection Service

The Company provides collection service as a distinct and single performance obligation to several municipalities within the service territory of the Company. The municipalities provide wastewater service to their residents. If those residents are delinquent in paying for their wastewater service, the municipalities request that the Company post for and shut off the supply of water to the premises of those residents. When the resident is no longer delinquent, the Company will restore water service to the premises. The transaction price for each posting, each shut off, and each restoration is a fixed amount as established in the contract. There is no variable consideration. Due to the fact that the contract includes a single performance obligation, no judgment is required to allocate the transaction price. The performance obligation is satisfied at a point in time when the posting, shut off, or restoration is completed as the municipalities receive all the benefits in the form of payment or no longer providing wastewater service. Each municipality is invoiced periodically for the posting, shut offs, and restorations that have been completed since the last billing and the invoice is due within thirty days. The collection service has no returns or warranties associated with it. No revenue is recognized from performance obligations satisfied in prior periods and no performance obligations remain unsatisfied as of the end of the reporting period. A contract asset for unbilled revenue is recognized for postings, shut offs, and restorations that have been completed from the last billing to the end of the accounting period.

Service Line Protection Plan

The Company provides service line protection as a distinct and single performance obligation to current water customers that choose to participate. The transaction price is detailed in the plan’s terms and conditions and made publicly available. There is no variable consideration. Due to the fact that the contract includes a single performance obligation, no judgment is required to allocate the transaction price. The performance obligation is satisfied over time through the continuous provision of service line protection through a stand-ready obligation to perform. The Company uses an output method to recognize the service line protection revenue over time. The stand-ready obligation is recognized through the passage of time. A customer has a choice to prepay for an entire year or to pay in advance each month. The service line protection plan has no returns or extended warranties associated with it. No revenue is recognized from performance obligations satisfied in prior periods and no material performance obligations remain unsatisfied as of the end of the reporting period.

10. Rate Matters

From time to time, the Company files applications for rate increases with the PPUC and is granted rate relief as a result of such requests. The most recent rate request was filed by the Company on May 27, 2022 and sought an annual increase in water rates of $18,854 and an annual increase in wastewater rates of $1,457. Effective March 1, 2023, the PPUC authorized an increase in water rates designed to produce approximately $11,600 in additional annual revenues and an increase in wastewater rates designed to produce approximately $1,900 in additional annual revenues.

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The PPUC permits water utilities to collect a distribution system improvement charge, or DSIC. The DSIC allows the Company to add a charge to customers’ bills for qualified replacement costs of certain infrastructure without submitting a rate filing. This surcharge mechanism typically adjusts periodically based on additional qualified capital expenditures completed or anticipated in a future period. The DSIC is capped at 5% of base rates and is reset to zero when new base rates that reflect the costs of those additions become effective or when a utility’s earnings exceed a regulatory benchmark. The DSIC reset to zero when the new base rates took effect March 1, 2023. The DSIC provided revenues of $0 and $558 for the three months ended June 30, 2023 and 2022, respectively, and $271 and $962 for the six months ended June 30, 2023 and 2022, respectively.

11. Pensions

Components of Net Periodic Pension Cost

	Three Months<br><br> <br>Ended June 30						Six Months<br><br> <br>Ended June 30
	2023			2022			2023			2022
Service cost	$	150		$	256		$	299		$	512
Interest cost		469			334			938			668
Expected return on plan assets		(903	)		(1,054	)		(1,806	)		(2,109	)
Amortization of prior service cost		(3	)		(3	)		(6	)		(6	)
Rate-regulated adjustment		676			1,042			1,477			2,085
Net periodic pension expense	$	389		$	575		$	902		$	1,150

Pension service cost is recorded in operating expenses. All other components of net periodic pension cost are recorded as other pension costs in other income (expenses).

Employer Contributions

The Company previously disclosed in its financial statements for the year ended December 31, 2022 that it expected to contribute $1,680 to its pension plans in 2023. For the six months ended June 30, 2023, contributions of $902 have been made. The Company expects to contribute the remaining $778 during the final two quarters of 2023.

12. Stock-Based Compensation

On May 2, 2016, the Company’s stockholders approved The York Water Company Long-Term Incentive Plan, or LTIP. The LTIP was adopted to provide the incentive of long-term stock-based awards to officers, directors and key employees. The LTIP provides for the granting of nonqualified stock options, incentive stock options, stock appreciation rights, performance restricted stock grants and units, restricted stock grants and units, and unrestricted stock grants. A maximum of 100,000 shares

    of common stock may be issued under the LTIP over the ten-year life of the plan.  The maximum number of shares of common stock subject to
    awards that may be granted to any participant in any one calendar year is 2,000.  Shares of common stock issued under the LTIP may be
    treasury shares or authorized but unissued shares.  The LTIP will be administered by the Compensation Committee of the Board, or the full Board, provided that the full Board will administer the LTIP as it relates to awards to non-employee directors
    of the Company.  The Company filed a registration statement with the Securities and Exchange Commission on May 11, 2016 covering the offering of stock under the LTIP.  The LTIP was effective on July 1, 2016.

On May 1, 2023, the Board awarded stock to non-employee directors effective May 1, 2023. This stock award vested immediately. On May 1, 2023, the Compensation Committee awarded restricted stock to officers and key employees effective May 1, 2023. This stock award vests ratably over three years beginning May 1, 2023.

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On May 1, 2023, the Board accelerated the vesting period for restricted stock granted in 2021, 2022, and 2023 to one retiring key employee from three years to that key employee’s 2024 retirement date.

The restricted stock awards provide the grantee with the rights of a shareholder, including the right to receive dividends and to vote such shares, but not the right to sell or otherwise transfer the shares during the restriction period. As a result, the awards are included in common shares outstanding on the balance sheet. Restricted stock awards result in compensation expense valued at the fair market value of the stock on the date of the grant and are amortized ratably over the restriction period.

The following tables summarize the stock grant amounts and activity for the six months ended June 30, 2023.

	Number of Shares		Grant Date Weighted<br><br> <br>Average Fair Value
Nonvested at beginning of the period	10,765		$43.24
Granted	5,947		$42.22
Vested	(4,889	)	$43.85
Forfeited	(1,833	)	$42.29
Nonvested at end of the period	9,990		$42.51

For the three months ended June 30, 2023 and 2022, the statement of income includes $105 and $113 of stock-based compensation, respectively, and related recognized tax benefits of $30 and $33, respectively. For the six months ended June 30, 2023 and 2022, the statement of income includes $159 and $158 of stock-based compensation, respectively, and related recognized tax benefits of $45 and $46, respectively. The total fair value of the shares vested in the six months ended June 30, 2023 was $214. Total stock-based compensation related to nonvested awards not yet recognized is $425 at June 30, 2023 which will be recognized over the remaining three year vesting period.

13. Income Taxes

Under the Internal Revenue Service tangible property regulations, or TPR, the Company is permitted to deduct the costs of certain asset improvements that were previously being capitalized and depreciated for tax purposes as an expense on its income tax return. This ongoing deduction results in a reduction in the effective income tax rate, a net reduction in income tax expense, and a reduction in the amount of income taxes currently payable. It also results in increases to deferred tax liabilities and regulatory assets representing the appropriate book and tax basis difference on capital additions.

The Company’s effective tax rate was 9.9% and 3.2% for the three months ended June 30, 2023 and 2022, respectively, and 11.0% and (0.7)% for the six months ended June 30, 2023 and 2022, respectively. The higher effective tax rate is primarily due to lower deductions from the TPR. The effective tax rate will vary depending on the level of eligible asset improvements expensed for tax purposes under TPR each period.

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Item 2.	Management’s Discussion and Analysis of<br><br> <br>Financial Condition and Results of Operations.<br><br> <br>(In thousands of dollars, except per share amounts)

Forward-looking Statements

Certain statements contained in this report on Form 10-Q constitute “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934 and Section 27A of the Securities Act of 1933. Words such as “may,” “should,” “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan” and similar expressions are intended to identify forward-looking statements. These forward-looking statements include certain information relating to the Company’s business strategy and future prospects; including, but not limited to:

•	the amount and timing of rate changes and other regulatory matters including the recovery of<br> costs recorded as regulatory assets;
•	expected profitability and results of operations;
•	trends;
•	goals, priorities and plans for, and cost of, growth and expansion;
•	strategic initiatives;
•	availability of water supply;
•	water usage by customers; and
•	the ability to pay dividends on common stock and the rate of those dividends.

The forward-looking statements in this report reflect what the Company currently anticipates will happen. What actually happens could differ materially from what it currently anticipates will happen. The Company does not intend to make a public announcement when forward-looking statements in this report are no longer accurate, whether as a result of new information, what actually happens in the future or for any other reason. Important matters that may affect what will actually happen include, but are not limited to:

•	changes in weather, including drought conditions or extended periods of heavy precipitation;
•	natural disasters, including pandemics such as the recent outbreak of the novel strain of<br> coronavirus known as “COVID-19” and its variants and the effectiveness of the Company’s pandemic plans;
•	levels of rate relief granted;
•	the level of commercial and industrial business activity within the Company’s service territory;
•	construction of new housing within the Company’s service territory and increases in population;
•	changes in government policies or regulations, including the tax code;
•	the ability to obtain permits for expansion projects;
•	material changes in demand from customers, including the impact of conservation efforts which may<br> impact the demand of customers for water;
•	changes in economic and business conditions, including interest rates;
•	loss of customers;
•	changes in, or unanticipated, capital requirements;
•	the impact of acquisitions;
•	changes in accounting pronouncements;
•	changes in the Company’s credit rating or the market price of its common stock; and
•	the ability to obtain financing.

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General Information

The primary business of the Company is to impound, purify to meet or exceed safe drinking water standards and distribute water. The Company also owns and operates three wastewater collection systems and eight wastewater collection and treatment systems. The Company operates within its franchised water and wastewater territory, which covers portions of 54 municipalities within three counties in south-central Pennsylvania. The Company is regulated by the Pennsylvania Public Utility Commission, or PPUC, for both water and wastewater in the areas of billing, payment procedures, dispute processing, terminations, service territory, debt and equity financing and rate setting. The Company must obtain PPUC approval before changing any practices associated with the aforementioned areas.

Water service is supplied through the Company's own distribution system. The Company obtains the bulk of its water supply for its primary system for York and Adams Counties from both the South Branch and East Branch of the Codorus Creek, which together have an average daily flow of approximately 73.0 million gallons from a combined watershed area of approximately 117 square miles. The Company has two reservoirs on this primary system, Lake Williams and Lake Redman, which together hold up to approximately 2.2 billion gallons of water. The Company supplements these reservoirs with a 15-mile pipeline from the Susquehanna River to Lake Redman which provides access to an additional supply of 12.0 million gallons of untreated water per day. The Company obtains its water supply for its system for Franklin County from the Roxbury Dam on the Conodoguinet Creek, which has an average daily flow of approximately 26.0 million gallons from a watershed area of approximately 33 square miles. The Company has a reservoir on this system which holds up to approximately 330 million gallons of water. The Company also owns eleven wells which are capable of providing a safe yield of approximately 637,000 gallons per day to supply water to the customers of its groundwater satellite systems in York and Adams Counties. As of June 30, 2023, the Company's average daily availability was 40.8 million gallons, and average daily consumption was approximately 21.8 million gallons. The Company's service territory had an estimated population of 208,000 as of December 31, 2022. Industry within the Company's service territory is diversified, manufacturing such items as fixtures and furniture, electrical machinery, food products, paper, ordnance units, textile products, air conditioning systems, laundry detergent, barbells, and motorcycles.

The Company's water business is somewhat dependent on weather conditions, particularly the amount and timing of precipitation. Revenues are particularly vulnerable to weather conditions in the summer months. Prolonged periods of hot and dry weather generally cause increased water usage for watering lawns, washing cars, and keeping golf courses and sports fields irrigated. Conversely, prolonged periods of dry weather could lead to drought restrictions from governmental authorities. Despite the Company’s adequate water supply, customers may be required to cut back water usage under such drought restrictions which would negatively impact revenues. The Company has addressed some of this vulnerability by instituting minimum customer charges which are intended to cover fixed costs of operations under all likely weather conditions.

The Company’s business does not require large amounts of working capital and is not dependent on any single customer or a very few customers for a material portion of its business. Increases in revenues are generally dependent on the Company’s ability to obtain rate increases from the PPUC in a timely manner and in adequate amounts and to increase volumes of water sold through increased consumption and increases in the number of customers served. The Company continuously looks for water and wastewater acquisition and expansion opportunities both within and outside its current service territory as well as additional opportunities to enter into bulk water contracts with municipalities and other entities to supply water.

The Company has agreements with several municipalities to provide billing and collection services. The Company also has a service line protection program on a targeted basis in order to further diversify its business. Under this optional program, customers pay a fixed monthly fee, and the Company will repair or replace damaged customer service lines, as needed, subject to an annual maximum dollar amount. The Company continues to review and consider opportunities to expand both initiatives.

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Results of Operations

Net income for the second quarter of 2023 was $6,524, an increase of $1,495, or 29.7%, from net income of $5,029 for the same period of 2022. The primary contributing factors to the increase were higher operating revenues which were partially offset by higher operating expenses and income taxes.

Operating revenues for the second quarter of 2023 increased $3,868, or 26.0%, from $14,899 for the three months ended June 30, 2022 to $18,767 for the corresponding 2023 period. The primary reason for the increase was a rate increase effective March 1, 2023. Growth in the customer base also added to revenues. The average number of water customers served in 2023 increased as compared to 2022 by 989 customers, from 70,308 to 71,297 customers. The average number of wastewater customers served in 2023 increased as compared to 2022 by 406 customers, from 5,533 to 5,939 customers, primarily due to acquisitions. Total per capita consumption for 2023 was approximately 3.9% higher than the same period of last year. The increased revenues were partially offset by a $558 decrease from a lower distribution system improvement charge, or DSIC, allowed by the PPUC. The DSIC reset to zero on March 1, 2023 when the rate order took effect.

Operating expenses for the second quarter of 2023 increased $1,926, or 23.1%, from $8,325 for the second quarter of 2022 to $10,251 for the corresponding 2023 period. The increase was primarily due to higher expenses of approximately $525 for depreciation and amortization, $477 for wastewater treatment as the prior year included a one-time reimbursement not repeated in the current year, $251 for water treatment, $234 for wages, $157 for distribution system maintenance, $63 for outside services, $51 for reduced capitalized overhead, and $49 for insurance. Other operating expenses increased by a net of $119.

Interest on debt for the second quarter of 2023 increased $473, or 39.3%, from $1,205 for the second quarter of 2022 to $1,678 for the corresponding 2023 period. The increase was primarily due to an increase in long-term debt outstanding and higher interest rates. The average debt outstanding under the line of credit was $5,103 for the second quarter of 2023 and $1,524 for the second quarter of 2022. The weighted average interest rate on the line of credit was 5.50% for the quarter ended June 30, 2023 and 0.07% for the quarter ended June 30, 2022.

Allowance for funds used during construction increased $619, from $225 in the second quarter of 2022 to $844 in the corresponding 2023 period due to a higher volume of eligible construction.

Other income (expenses), net for the second quarter of 2023 reflects increased expenses of $126 as compared to the same period of 2022. Higher charitable contributions of approximately $125, partially offset by lower retirement expenses of approximately $20 were the primary reasons for the increase. Other expenses increased by a net of $21.

Income tax expense for the second quarter of 2023 increased $547 as compared to the same period of 2022 primarily due to higher taxable income and lower deductions from the Internal Revenue Service, or IRS, tangible property regulations, or TPR. The Company’s effective tax rate was 9.9% for the second quarter of 2023 and 3.2% for the second quarter of 2022.

Six Months Ended June 30, 2023 Compared

With Six Months Ended June 30, 2022

Net income for the first six months of 2023 was $10,177, an increase of $1,289, or 14.5%, from net income of $8,888 for the same period of 2022. The primary contributing factors to the increase were higher operating revenues which were partially offset by higher operating expenses and income taxes.

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Operating revenues for the six months of 2023 increased $5,029, or 17.3%, from $29,139 for the six months ended June 30, 2022 to $34,168 for the corresponding 2023 period. The primary reason for the increase was a rate increase effective March 1, 2023. Growth in the customer base also added to revenues. The average number of water customers served in 2023 increased as compared to 2022 by 1,073 customers, from 70,151 to 71,224 customers. The average number of wastewater customers served in 2023 increased as compared to 2022 by 418 customers, from 5,499 to 5,917 customers, primarily due to acquisitions. Total per capita consumption for 2023 was approximately 2.0% higher than the same period of last year. The increased revenues were partially offset by a $691 decrease from a lower DSIC allowed by the PPUC. The DSIC reset to zero on March 1, 2023 when the rate order took effect. For the remainder of the year, the Company expects revenues to increase due to the increase in rates, higher summer demand and an increase in the number of water and wastewater customers from acquisitions and growth within the Company’s service territory. Other regulatory actions, drought warnings or restrictions, weather patterns, and economic conditions could impact results.

Operating expenses for the first six months of 2023 increased $2,967, or 17.2%, from $17,267 for the first six months of 2022 to $20,234 for the corresponding 2023 period. The increase was primarily due to higher expenses of approximately $859 for depreciation and amortization, $550 for wastewater treatment as the prior year included a one-time reimbursement not repeated in the current year, $483 for wages, $460 for water treatment, $164 for distribution system maintenance, $137 for insurance, $95 for reduced capitalized overhead, and $86 for billing and revenue collection services. Other operating expenses increased by a net of $133. For the remainder of the year, the Company expects depreciation and amortization expense to continue to rise due to additional investment in utility plant, and other expenses to increase at a moderate rate as costs to treat water and wastewater, and to maintain and extend the distribution system, continue to rise.

Interest on debt for the first six months of 2023 increased $689, or 27.5%, from $2,502 for the first six months of 2022 to $3,191 for the corresponding 2023 period. The increase was primarily due to an increase in long-term debt outstanding and higher interest rates. The average debt outstanding under the lines of credit was $12,715 for the first six months of 2023 and $16,938 for the first six months of 2022. The weighted average interest rate on the lines of credit was 4.24% for the six months ended June 30, 2023 and 0.68% for the six months ended June 30, 2022. Interest expense for the remainder of the year is expected to increase due to the increase in long-term debt outstanding and continued higher interest rates.

Allowance for funds used during construction increased $1,073, from $520 in the first six months of 2022 to $1,593 in the corresponding 2023 period due to a higher volume of eligible construction. Allowance for funds used during construction for the remainder of the year is expected to increase based on a projected increase in the amount of eligible construction.

Other income (expenses), net for the first six months of 2023 reflects decreased expenses of $129 as compared to the same period of 2022. Lower charitable contributions of approximately $183 and lower retirement expenses of approximately $34, partially offset by lower earnings on life insurance policies of approximately $57 were the primary reasons for the decrease. Other expenses increased by a net of $31. For the remainder of the year, other income (expenses) will be largely determined by the change in market returns and discount rates for retirement programs and related assets.

Income tax expense for the first six months of 2023 increased $1,321 compared to the same period of 2022 primarily due to higher taxable income and lower deductions from the IRS TPR. The Company’s effective tax rate was 11.0% for the first six months of 2023 and (0.7)% for the first six months of 2022. The Company's effective tax rate for the remainder of 2023 will be largely determined by the level of eligible asset improvements expensed for tax purposes under TPR each period. The Company expects the level to be higher in the remainder of the year than the first six months, lowering the effective tax rate.

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Rate Matters

See Note 10 to the financial statements included herein for a discussion of rate matters.

The Company does not expect to collect a distribution system improvement charge or file a rate increase request in 2023.

Acquisitions and Growth

On July 17, 2023, the Company signed an agreement to purchase the wastewater collection and treatment assets of York Haven Sewer Authority in York Haven Borough, York County, Pennsylvania. Completion of the acquisition is contingent upon receiving approval from all required regulatory authorities. Closing is expected in the second quarter of 2024 at which time the Company will add approximately 230 wastewater customers.

On June 1, 2023, the Company signed an agreement to purchase the water assets of Longstown Mobile Estates in Windsor Township, York County, Pennsylvania. Completion of the acquisition is contingent upon receiving approval from all required regulatory authorities. Closing is expected in 2023 at which time the Company will add approximately 90 water customers. The water customers are currently served by the Company through a single customer connection to the mobile home park.

On May 23, 2023, the Company signed an agreement to purchase the Brookhaven Mobile Home Park water assets of ATG Properties, LLC in Hellam Township, York County, Pennsylvania. Completion of the acquisition is contingent upon receiving approval from all required regulatory authorities. Closing is expected in 2023 at which time the Company will add approximately 150 water customers.

On May 18, 2023, the Company signed an agreement to purchase the water assets of Houston Run Community Water System, LLC in Salisbury Township, Lancaster County, Pennsylvania. Completion of the acquisition is contingent upon receiving approval from all required regulatory authorities. Closing is expected in the first quarter of 2024 at which time the Company will add approximately 15 water customers.

On March 27, 2023, the Company signed an agreement to purchase the water assets of Pine Run Retirement Community in Hamilton Township, Adams County, Pennsylvania. Completion of the acquisition is contingent upon receiving approval from all required regulatory authorities. Closing is expected in 2023 at which time the Company will add approximately 100 water customers.

On November 9, 2022, the Company signed an agreement to purchase the wastewater collection and treatment assets of CMV Sewage Co., Inc. in Chanceford Township, York County, Pennsylvania. Completion of the acquisition is contingent upon receiving approval from all required regulatory authorities. Closing is expected in the first quarter of 2024 at which time the Company will add approximately 280 wastewater customers.

On June 9, 2022, the Company signed an agreement to purchase the wastewater collection and treatment assets of MESCO, Inc. in Monaghan Township, York County, Pennsylvania. Completion of the acquisition is contingent upon receiving approval from all required regulatory authorities. Closing is expected in 2023 at which time the Company will add approximately 180 wastewater customers.

On April 28, 2022, the Company signed an agreement to purchase the water assets and wastewater collection and treatment assets of Conewago Industrial Park Water & Sewer Company in Donegal Township, Lancaster County, Pennsylvania. Completion of the acquisition is contingent upon receiving approval from all required regulatory authorities. Closing is expected in 2023 at which time the Company will add approximately 30 commercial and industrial water and wastewater customers.

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In total, these acquisitions are expected to be immaterial to Company results. The Company is also pursuing other bulk water contracts and acquisitions in and around its service territory to help offset any potential declines in per capita water consumption and to grow its business.

On May 10, 2017, the Company signed an emergency interconnect agreement with Dallastown-Yoe Water Authority. The effectiveness of this agreement is contingent upon receiving approval from all required regulatory authorities. Approval is expected to be granted in 2024 at which time the Company will begin construction of a water main extension to a single point of interconnection and either supply a minimum agreed upon amount of water to the authority, receive a payment in lieu of water, or provide water during an emergency, at current tariff rates.

Capital Expenditures

For the six months ended June 30, 2023, the Company invested $29,725 in construction expenditures for armoring and replacing the spillway of the Lake Williams dam, as well as various replacements and improvements to infrastructure and routine items. The Company was able to fund construction expenditures using internally-generated funds, line of credit borrowings, proceeds from its stock purchase plans and customer advances and contributions from developers, municipalities, customers, or builders.

The Company anticipates construction expenditures for the remainder of 2023 of approximately $30,400 exclusive of any potential acquisitions not yet approved. In addition to routine transmission and distribution projects, a portion of the anticipated expenditures will be for armoring and replacing the spillway of the Lake Williams dam, additional main extensions, wastewater treatment plant construction, as well as various replacements and improvements to infrastructure and routine items. The Company intends to use primarily internally-generated funds for its anticipated construction and fund the remainder through line of credit borrowings, proceeds from its stock purchase plans and customer advances and contributions. Customer advances and contributions are expected to account for between 5% and 10% of funding requirements during the remainder of 2023. The Company believes it will have adequate credit facilities and access to the capital markets, if necessary, during 2023 and 2024, to fund anticipated construction and acquisition expenditures.

Liquidity and Capital Resources

Cash

The Company manages its cash through a cash management account that is directly connected to its line of credit. Excess cash generated automatically pays down outstanding borrowings under the line of credit arrangement. If there are no outstanding borrowings, the cash is used as an earnings credit to reduce banking fees. Likewise, if additional funds are needed beyond what is generated internally for payroll, to pay suppliers, to fund capital expenditures, or to pay debt service, funds are automatically borrowed under the line of credit. As of June 30, 2023, the Company borrowed $8,127 on its line of credit and incurred a cash overdraft on its cash management account of $4,126. The cash management facility connected to the line of credit is expected to provide the necessary liquidity and funding for the Company’s operations, capital expenditures, and acquisitions for the foreseeable future.

Accounts Receivable

The accounts receivable balance tends to follow the change in revenues but is also affected by the timeliness of payments by customers and the level of the reserve for doubtful accounts. In the three months ended June 30, 2023, a strengthening in the timeliness of payments, compared to the three months ended December 31, 2022, resulted in a decrease in accounts receivable – customers. A reserve is maintained at a level considered adequate to provide for expected credit losses. Expected credit losses are based on historical write-offs combined with an evaluation of current conditions and reasonable and supportable forecasts including inactive accounts with outstanding balances, the aging of balances in payment agreements, adverse situations that may affect a customer’s ability to pay, economic conditions, and other relevant factors applied to the current aging of receivables. Customer accounts are written off when collection efforts have been exhausted. If the status of the evaluated factors deteriorate, the Company may incur additional expenses for uncollectible accounts and experience a reduction in its internally-generated funds.

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Internally-generated Funds

The amount of internally-generated funds available for operations and construction depends on the Company’s ability to obtain timely and adequate rate relief, changes in regulations including taxes, customers’ water usage, weather conditions, customer growth and controlled expenses. During the first six months of 2023, the Company generated $14,596 internally from operations as compared to the $11,013 it generated during the first six months of 2022. The increase was primarily due to the increase in net income including the increase in depreciation and amortization, a non-cash expense, and the decrease in accounts receivable – customers due to a strengthening in the timeliness of payments.

Common Stock

Common stockholders’ equity as a percent of the total capitalization was 57.0% as of June 30, 2023, compared with 59.3% as of December 31, 2022. The Company expects to use long-term debt for its future financing needs and allow the debt percentage to trend upward until it approaches fifty percent before considering additional equity. It is the Company’s general intent to target equity between fifty and fifty-five percent of total capitalization.

The Company has the ability to issue approximately $4,000 of additional shares of its common stock or debt securities remaining under an effective “shelf” Registration Statement on Form S-3 on file with the Securities and Exchange Commission subject to market conditions at the time of any such offering.

Credit Line

Historically, the Company has borrowed under its line of credit before refinancing with long-term debt or equity capital. As of June 30, 2023, the Company maintained an unsecured line of credit in the amount of $50,000 at an interest rate of the Secured Overnight Financing Rate, or SOFR, plus 1.17% with an unused commitment fee and an interest rate floor. The Company had $8,127 in borrowings under its line of credit as of June 30, 2023. The interest rate on the line of credit borrowings as of June 30, 2023 was 6.33%. The Company expects to extend the maturity for this line of credit into 2025 under similar terms and conditions.

The Company has taken steps to manage the risk of reduced credit availability. It has established a committed line of credit with a 2-year revolving maturity that cannot be called on demand. There is no guarantee that the Company will be able to obtain sufficient lines of credit with favorable terms in the future. If the Company is unable to obtain sufficient lines of credit or to refinance its line of credit borrowings with long-term debt or equity when necessary, it may have to eliminate or postpone capital expenditures. Management believes the Company will have adequate capacity under its current line of credit to meet anticipated financing needs throughout 2023 and 2024.

Long-term Debt

The Company’s loan agreements contain various covenants and restrictions. Management believes it is currently in compliance with all of these restrictions. See Note 7 to the financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 for additional information regarding these restrictions.

The Company’s total long-term debt as a percentage of the total capitalization, defined as total common stockholders’ equity plus total long-term debt, was 43.0% as of June 30, 2023, compared with 40.7% as of December 31, 2022. The Company expects to use long-term debt for its future financing needs and allow the debt percentage to trend upward. A debt to total capitalization ratio between forty-five and fifty percent has historically been acceptable to the PPUC in rate filings.

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Income Taxes, Deferred Income Taxes and Uncertain Tax Positions

Under the Internal Revenue Service TPR, the Company is permitted to deduct the costs of certain asset improvements that were previously being capitalized and depreciated for tax purposes as an expense on its income tax return. This ongoing deduction results in a reduction in the effective income tax rate, a net reduction in income tax expense, and a reduction in the amount of income taxes currently payable. It also results in increases to deferred tax liabilities and regulatory assets representing the appropriate book and tax basis difference on capital additions. The Company expects to continue to expense these asset improvements in the future.

The Company’s effective tax rate will largely be determined by the level of eligible asset improvements expensed for tax purposes that would have been capitalized for tax purposes prior to the implementation of TPR.

The Company has a substantial deferred income tax asset primarily due to the excess accumulated deferred income taxes on accelerated depreciation from the 2017 Tax Act and the differences between the book and tax balances of the customers’ advances for construction and contributions in aid of construction and deferred compensation plans. The Company does not believe a valuation allowance is required due to the expected generation of future taxable income during the periods in which those temporary differences become deductible.

The Company has seen an increase in its deferred income tax liability amounts primarily as a result of the accelerated depreciation deduction available for federal tax purposes which creates differences between book and tax depreciation expense. The Company expects this trend to continue as it makes significant investments in capital expenditures subject to accelerated depreciation or TPR.

The Company has determined there are no uncertain tax positions that require recognition as of June 30, 2023.

Credit Rating

On July 26, 2023, Standard & Poor’s affirmed the Company’s credit rating at A-, with a stable outlook and adequate liquidity. The Company’s ability to maintain its credit rating depends, among other things, on adequate and timely rate relief, which it has been successful in obtaining, its ability to fund capital expenditures in a balanced manner using both debt and equity and its ability to generate cash flow. The Company’s objectives are to continue to maximize its funds provided by operations and maintain a strong capital structure in order to be able to attract capital.

Physical and Cyber Security

The Company maintains security measures at its facilities, and collaborates with federal, state, and local authorities and industry trade associations regarding information on possible threats and security measures for water and wastewater utility operations. The costs incurred are expected to be recoverable in water and wastewater rates and are not expected to have a material impact on its business, financial condition, or results of operations.

The Company relies on information technology systems in connection with the operation of the business, especially with respect to customer service, billing, accounting, and in some cases, the monitoring and operation of treatment, storage, and pumping facilities. In addition, the Company relies on these systems to track utility assets and to manage maintenance and construction projects, materials and supplies, and human resource functions. The information technology systems may be vulnerable to damage or interruption from cyber security attacks or other cyber-related events, including, but not limited to, power loss, computer systems failures, internet, telecommunications or data network failures, physical and electronic loss of data, computer viruses, intentional security breaches, hacking, denial of service actions, misappropriation of data, and similar events. In some cases, administration of certain functions may be outsourced to third-party service providers that could also be targets of cyber security attacks. A loss of these systems, or major problems with the operation of these systems, could harm the business, financial condition, and results of operations of the Company through the loss or compromise of customer, financial, employee, or operational data, disruption of billing, collections or normal field service activities, disruption of electronic monitoring and control of operational systems, and delays in financial reporting and other normal management functions.

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Possible impacts associated with a cyber security attack or other events may include remediation costs related to lost, stolen, or compromised data, repairs to data processing systems, increased cyber security protection costs, adverse effects on our compliance with regulatory and environmental laws and regulation, including standards for drinking water, litigation, and reputational damage.

The Company has implemented processes, procedures, and controls to prevent or limit the effect of these possible events and maintains insurance to help defray costs associated with cyber security attacks. The Company has not experienced a material impact on business or operations from these attacks. Although the Company does not believe its systems are at a materially greater risk of cyber security attacks than other similar organizations and despite the implementation of robust security measures, the Company cannot provide assurance that the insurance will fully cover the costs of a cyber security event, and its robust security measures do not guarantee that reputation and financial results will not be adversely affected by such an incident.

Environmental Matters

The Company was granted approval by the PPUC to modify its tariff to include the cost of the annual replacement of up to 400 lead customer-owned service lines over nine years from the agreement. The tariff modification allows the Company to replace customer-owned service lines at its own initial cost. The Company will record the costs as a regulatory asset to be recovered in future base rates to customers, over a four-year period. The cost for the customer-owned lead service line replacements was approximately $1,589 and $1,518 through June 30, 2023 and December 31, 2022, respectively, and is included as a regulatory asset. Based on its experience, the Company estimates that lead customer-owned service lines replacements will cost $1,800. This estimate is subject to adjustment as more facts become available.

Labor Relations

The prior union contract expired on April 30, 2023. Management and the union leadership agreed to a new contract, which was ratified in June 2023 and expires April 30, 2026.

Drought

On June 15, 2023, state officials issued a drought watch for all counties in Pennsylvania. The watch calls for a voluntary reduction in nonessential water use of 5 to 10 percent. The watch could potentially impact future revenues and net income depending on the length and severity of the dry conditions.

Critical Accounting Estimates

The methods, estimates, and judgments the Company used in applying its accounting policies have a significant impact on the results reported in its financial statements. The Company’s accounting policies require management to make subjective judgments because of the need to make estimates of matters that are inherently uncertain. The Company’s most critical accounting estimates include regulatory assets and liabilities, revenue recognition, accounting for its pension plans, and income taxes. There has been no significant change in accounting estimates or the method of estimation during the quarter ended June 30, 2023.

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Off-Balance Sheet Arrangements

The Company does not use off-balance sheet transactions, arrangements or obligations that may have a material current or future effect on financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. The Company does not use securitization of receivables or unconsolidated entities. For risk management purposes, the Company uses a derivative financial instrument, an interest rate swap agreement discussed in Note 6 to the financial statements included herein. The Company does not engage in trading or other risk management activities, does not use other derivative financial instruments for any purpose, has no guarantees and does not have material transactions involving related parties.

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

Item 4.	Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

The Company’s management, with the participation of the Company’s President and Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based upon this evaluation, the Company’s President and Chief Executive Officer along with the Chief Financial Officer concluded that the Company’s disclosure controls and procedures as of the end of the period covered by this report are effective such that the information required to be disclosed by the Company in reports filed under the Securities Exchange Act of 1934, as amended, is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to the Company’s management, including the President and Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

No change in the Company’s internal control over financial reporting occurred during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 6.	Exhibits.
Exhibit No.	Description
---	---
3	Amended and Restated Articles of Incorporation. Incorporated herein by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 4, 2010.
3.1	Amended and Restated By-Laws. Incorporated herein by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 26, 2012.
10.1	Form of Amended and Restated<br> Supplemental Retirement Plan originally effective as of August 1, 2023 between The York Water Company and each of the individuals listed on a schedule attached thereto, which plans are identical in all material respects except as indicated<br> in Schedule 10.1.
31.1	Certification of Chief Executive<br> Officer, pursuant to Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934.
31.2	Certification of Chief Financial<br> Officer, pursuant to Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934.
32.1	Certification of Chief Executive<br> Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Chief Financial<br> Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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<br> Inline XBRL document).
101.SCH	Inline XBRL Taxonomy Extension Schema.
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase.
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase.
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase.
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase.
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

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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.

	THE YORK WATER COMPANY
	/s/ Joseph T. Hand
Date: August 3, 2023	Joseph T. Hand<br><br> <br>Principal Executive Officer
	/s/ Matthew E. Poff
Date: August 3, 2023	Matthew E. Poff<br><br> <br>Principal Financial and Accounting Officer

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Page 27

EXHIBIT 31.1

CERTIFICATIONS

I, Joseph T. Hand, certify that:
1.	I have reviewed this quarterly report on Form 10-Q of The York Water Company;
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<br> 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<br> 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<br> 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<br> 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<br> 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<br> 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<br> 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<br> the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):
	a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably<br> 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<br> financial reporting.
Date: August 3, 2023	/s/ Joseph T. Hand
---	---
	Joseph T. Hand
	President and CEO

EXHIBIT 31.2

CERTIFICATIONS

I, Matthew E. Poff, certify that:
1.	I have reviewed this quarterly report on Form 10-Q of The York Water Company;
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<br> 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<br> 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<br> 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<br> 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<br> 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<br> 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<br> 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,<br> to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):
	a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably<br> 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<br> over financial reporting.
Date: August 3, 2023	/s/ Matthew E. Poff
---	---
	Matthew E. Poff
	Chief Financial Officer

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of The York Water Company (the “Company”) on Form 10-Q for the period ending June 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Joseph T. Hand, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1)	The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a)); and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
	THE YORK WATER COMPANY
---	---
Date: August 3, 2023	/s/ Joseph T. Hand
	Joseph T. Hand
	Chief Executive Officer

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of The York Water Company (the “Company”) on Form 10-Q for the period ending June 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Matthew E. Poff, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1)	The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a)); and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
	THE YORK WATER COMPANY
---	---
Date: August 3, 2023	/s/ Matthew E. Poff
	Matthew E. Poff
	Chief Financial Officer

The York Water Company

Amended and Restated

Supplemental Executive Retirement Plan (“SERP”)

(Effective June 8, 2010, Amended April 1, 2023)

Ver. 3.0

AMENDED AND RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

I. PREAMBLE TO THIS AGREEMENT

THIS SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN is an agreement (the “Agreement” and/or “SERP”) made as of this ________________, by and between THE YORK WATER COMPANY, a Pennsylvania corporation with its principal business office located at 130 East Market Street, York, Pennsylvania (hereinafter called “Employer” and/or the “Company”) and ________________ (hereinafter called “Employee”):

WHEREAS, Employer wishes to encourage Employee's continued employment, and Employee is willing to undertake such employment, subject to receipt of deferred compensation upon the terms hereinafter set forth.

WHEREAS, Employer desires to amend and update this Supplemental Executive Retirement Plan to make the provisions reflect the Company's current retirement programs and profile, and in doing so, maintain the Supplemental Executive Retirement Plan’s compliance with Internal Revenue Code, Section 409A.

THEREFORE, the parties hereto, intending to be legally bound do hereby mutually agree as follows:

II. DEFINITIONS USED THROUGHOUT THIS AGREEMENT

The following definitions are used throughout this Agreement and are applicable to any and all benefits payable hereunder:

A.	Beneficiary<br> shall mean one or more persons, trusts, estates or other entities that are entitled to receive benefits under this Agreement upon the death of Employee as may have theretofore been designated in writing by Employee on forms provided by<br> Employer and containing Employer's acknowledgment or acceptance thereof.
B.	Board means<br><br> the Board of Directors of the Company.
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C.	Claimant<br> shall mean an Employee or Beneficiary who believes he or she is entitled to any Supplemental Retirement Benefit under this Agreement who makes a claim with Plan Administrator as provided for herein.
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D.	Code shall<br><br> mean the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder.
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E.	Company<br> means York Water Company.
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F.	Disability/Disability<br><br> Retirement shall mean a condition of Employee whereby he or she either: (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to<br> result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be<br> expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of Employer. Items<br> (i) and (ii) in this Agreement are permitted provided they are in compliance with the requirements of Treasury Regulations Section 1.409A-3(g)(4). An Employee will also be deemed disabled if determined to be totally disabled by the<br> Social Security Administration or in accordance with a disability insurance program, provided that the definition of Disability applied under such disability insurance program complies with the requirements of Treasury Regulations Section<br> 1.409A-3(g)(4).
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G.	Disability<br><br> Retirement Benefit shall mean the benefit payable under this Agreement upon a Disability Retirement. The Disability Retirement Benefit shall be the Monthly Retirement Benefit Unit multiplied by each calendar year of full-time,<br> active service with Employer completed subsequent to December 31, ____ and as of the December 31^st^ immediately prior to Employee’s Disability<br> Retirement.
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H.	Early<br> Retirement Age shall mean any age from and including age fifty-five (55) to and including age sixty-four (64).
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I.	Early<br> Retirement Benefit shall mean the Monthly Retirement Benefit Unit multiplied by each calendar year of full-time, active service with Employer completed subsequent to December 31, ____ and as of the December 31st immediately prior to attainment of Early Retirement Age.
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J.	ERISA shall<br><br> mean the Employee Retirement Income Act of 1974, as amended, and the regulations issued thereunder.
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K.	Key<br> Employee shall mean an employee as defined by Section 416(i) of the Code without regard to this Agreement, and as further defined in Treasury Regulations Section 1.409A-(1)(i).
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L.	Late<br> Retirement Age shall mean any age from and including age sixty-six (66).
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M.	Late<br> Retirement Benefit shall mean the Monthly Retirement Benefit Unit multiplied by each calendar year of full-time, active service with Employer completed subsequent to December 31, ____ and as of the December 31st immediately prior to attainment of Late Retirement Age.
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N.	Monthly<br> Retirement Benefit Unit shall mean, for purposes of the applicable Supplemental Retirement Benefit determination hereunder, _____ the monthly<br> benefit unit commencing at Early Retirement Age, Normal Retirement Age, Late Retirement Age, Disability Retirement or Pre-Retirement Death, as applicable.
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O.	Normal<br> Retirement Age shall mean age sixty-five (65).
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P.	Normal<br> Retirement Benefit shall mean the Monthly Retirement Benefit Unit multiplied by each calendar year of full-time, active service with Employer completed subsequent to December 31, ____ and as of the December 31st immediately prior to attainment of Normal Retirement Age.
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Q.	Participant<br> means any individual who has met the eligibility requirements set forth below and who actively partakes in the Supplemental Executive Retirement Plan.
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R.	Payment<br> Delay for Specified Employees shall mean the six (6) month payment delay of the Normal Retirement Benefit that is payable to a Key Employee (as defined by Section 416(i) of the Code without regard to this Agreement, and as<br> further defined in Treasury Regulations Section 1.409A-(1)(i)) on account of the key employee’s Separation from Service.
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S.	Plan<br> Administrator shall mean the Board or its designee.
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T.	Pre-Retirement<br><br> Death Benefit shall be _______.
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U.	Separation<br><br> from Service shall mean “separation from service” within the meaning of Section 409A(a)(2)(A)(i) of the Code.
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V.	Supplemental<br><br> Retirement Benefits shall mean Early Retirement Benefit, Normal Retirement Benefit, Late Retirement Benefit, Disability Retirement Benefit and the Pre-Retirement Death Benefit.
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W.	Termination<br> shall mean “separation from service” within the meaning of Section 409A(a)(2)(A)(i) of the Code.
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X.	Unforeseeable<br><br> Emergency shall mean severe financial hardship of Employee or Beneficiary resulting from an illness or accident of Employee or Beneficiary, Employee or Beneficiary’s spouse, or Employee or Beneficiary’s dependent(s) (as defined<br> in Section 152(a) of the Code) or loss of Employee or Beneficiary’s property due to casualty or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of Employee or Beneficiary within<br> the meaning of Section 409A of the Code.
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III. SECTION 409A COMPLIANCE

This Agreement is intended to comply with the requirements of Section 409A of the Code, and shall in all respects be administered in accordance with Section 409A of the Code. Notwithstanding anything in this Agreement to the contrary, distributions may only be made under this Agreement upon an event and in a manner permitted by Section 409A of the Code, including the requirement that “specified employees,” as such term is defined in Section 409A of the Code, may not receive distributions prior to the end of the six-month period following a Separation from Service. If a payment is not made by the designated payment date under the Agreement, the payment shall be made by December 31 of the calendar year in which the designated date occurs. To the extent that any provision of this Agreement would cause a conflict with the requirements of Section 409A of the Code, or would cause the administration of the Agreement to fail to satisfy the requirements of Section 409A of the Code, such provision shall be deemed null and void to the extent permitted by applicable law. In no event may Employee designate the year of a distribution. Notwithstanding anything in the Agreement to the contrary, this Agreement may be amended by Employer at any time, retroactively if required, to the extent required to conform the Agreement to Section 409A of the Code.

IV. ELIGIBILITY AND PARTICIPATION IN THIS SERP

Participation in this SERP shall be limited to Officers of the Company and their participation is solely designated and approved by the Board in its discretion upon a full vote of the Board.

V. MUTUAL AGREEMENTS AND COVENANTS

A.	Employment. <br><br> Employer hereby engages Employee upon the terms and conditions as hereinafter provided.
B.	Term. This Agreement shall continue in full force and effect until the earlier of (i) Employee's Separation from Service<br> prior to attaining age 55, or (ii) payment to Employee or Beneficiary, as applicable, of all benefits to which Employee shall become entitled hereunder.
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C.	Duties. <br> From and after the date hereof, Employee shall serve Employer in Employer's business in such capacity or capacities as may from time to time be determined by the President or Board of Employer. During the period of active,<br> full-time employment hereunder, Employee shall:
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1.	devote their full time and best efforts to the business and affairs of Employer (allowing a reasonable<br> time for vacation);
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2.	perform such services, not unreasonable or inconsistent with Employee's position, education, training or<br> background, as may be designated by the President or Board at any time and from time to time;
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3.	use their best efforts to promote the business of Employer; and
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4.	hold such office or directorship in Employer, to which Employee may from time to time be elected or<br> appointed, without further compensation other than that for which provision is made in this Agreement.
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D.	Compensation. <br><br> During the period of Employee's employment hereunder, Employer agrees to pay Employee for their services such a salary as may from time to time be mutually agreed between Employer and Employee.
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VI. ELIGIBILITY FOR CERTAIN SUPPLEMENTAL RETIREMENT BENEFITS

A.	Retirement<br><br> Benefits. Subject to all of the terms and conditions hereof, Employer agrees to pay to Employee, and Employee shall be entitled to receive from Employer, his or her Early Retirement Benefit, Normal Retirement Benefit or Late<br> Retirement Benefit, as applicable, upon the later of Employee’s (i) Separation from Service, provided Employee is at least age 55 at the time of such Separation from Service, or (ii) attainment of age sixty (60). Employee’s Early<br> Retirement Benefit, Normal Retirement Benefit or Late Retirement Benefit, as applicable, shall commence payment within sixty (60) days of Employee’s Separation from Service or Employee’s 60th birthday, as applicable, and be paid monthly<br> for one hundred eighty (180) consecutive months thereafter. Notwithstanding anything to the contrary in this Agreement, if Employee’s Early Retirement Benefit, Normal Retirement Benefit or Late Retirement Benefit, as applicable, is<br> payable upon Employee’s Separation from Service and Employee is a Key Employee, the applicable retirement benefit is subject to the Payment Delay for Specified Employees.
B.	Disability<br><br> Retirement Benefits. If while actively employed on a full-time basis with Employer, Employee incurs a Disability Retirement, Employee is entitled to a Disability Retirement Benefit which shall commence payment within sixty (60)<br> days following the Disability Retirement and be paid monthly until the December 31st immediately following Employee’s eightieth (80th) birthday.
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C.	Pre-Retirement<br><br> Death Benefits. If Employee dies (i) while actively employed by Employer on a full-time basis and prior to the commencement of Normal Retirement Benefits or (ii) after satisfying the requirements of a Disability Retirement but<br> prior to the commencement of Disability Retirement Benefits, the Pre-Retirement Death Benefit will be paid in a single lump sum within sixty (60) days following Employee’s death.
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D.	Termination<br><br> of Employment by Employee Prior to Age 55. If Employee terminates employment by Employer prior to age fifty-five (55), other than as a result of death or Disability Retirement as provided for hereunder, Employee will no longer<br> be entitled to receive benefits under this Agreement.
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E.	Eligibility<br><br> in Other Employer Plans. Nothing contained in this Agreement shall affect the right of Employee to participate or to continue to participate in any pension plan or in any other supplemental compensation arrangement sponsored by<br> Employer which may constitute a part of Employer's regular compensation structure or in any discretionary bonus which Employer may pay to its employees; and Employee may receive the benefits under the provisions of any such pension plan<br> or other arrangements in accordance with the terms thereof. Any benefits paid to Employee pursuant to this Agreement shall not be deemed salary or other eligible compensation for the purpose of computing fringe benefits or benefits to<br> which Employee may be entitled under any pension plan or other arrangement sponsored by Employer for the compensation of its employees.
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VII.	SEPARATION AND DISCHARGE PROVISIONS
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A.	Notwithstanding anything which might be herein contained to the contrary, it being<br> clearly understood and agreed upon by the parties hereto the EMPLOYMENT OF EMPLOYEE IS AND SHALL REMAIN EMPLOYMENT SOLELY AT-WILL, Employer may at any time discharge Employee, whether or not for cause, in which event or in the event<br> Employee sues or in any manner contests such “at-will” employment or Employer's right to discharge Employee, then upon written notice to Employee and effective immediately upon the mailing thereof in the manner set forth herein,<br> Employee's right to receive benefits hereunder shall be fixed and determined as of such date; provided that nothing herein shall affect Employee's right to receive payment of such benefits in the manner and at the time herein provided,<br> except as otherwise provided in Section VI. B. hereof.
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B.	If Employee incurs a Separation from Service on account of termination of employment<br> by Employer without cause and Employee is at least age 55, a monthly benefit paid for one hundred eighty (180) consecutive months will be paid commencing within sixty (60) days following the date of the discharged Employee's attainment of<br> Normal Retirement Age, or if sooner, within sixty (60) days following the Employee’s death. Notwithstanding the foregoing in this Agreement, if the benefit payable under this VI. B. is paid upon Employee’s Separation from Service and<br> Employee is a Key Employee, then such payment is subject to the Payment Delay for Specified Employees. The benefit paid under this Section VI. B. will be calculated using the then discounted present value of the discharged Employee's<br> Monthly Retirement Benefit Units accrued on Employer's books as of the December 31st immediately prior to the date when Employee's rights to receive a benefit is fixed under Section VI. A. hereof. The monthly benefit will be determined<br> assuming that the discounted present value is paid for one hundred eighty (180) consecutive equal monthly installments assuming interest at the same rate as used in determining the present value. No Disability Retirement Benefits will be<br> paid under this provision.
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C.	In the event that Employee shall be convicted of a crime involving Employee's business<br> affairs or in the event that Employer shall have reasonable cause to believe Employee to be guilty of any such crime, all rights of Employee under this Agreement shall terminate immediately, and Employer shall have the right to terminate<br> and make no payments whatsoever of Supplemental Retirement Benefits hereunder, notwithstanding that such amounts would constitute all or a portion of the benefits otherwise payable hereunder. Such right of Employer shall be in addition<br> to, and not in lieu of, any and all other rights which Employer may have in such event. The provisions hereof shall be applicable notwithstanding that payment of such Normal Retirement Benefit or Disability Retirement Benefits may have<br> theretofore commenced under any provision of this Agreement.
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VIII.	CLAIMS PROCEDURES
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A.	Claim. Employee or Beneficiary (hereinafter referred to as a “Claimant”) who believes he or she is entitled to any Supplemental Retirement Benefit under this Agreement may file a claim with Plan Administrator.<br> Plan Administrator shall review the claim itself or appoint an individual or entity to review the claim.
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B.	Claim Decision. The Claimant shall be notified within ninety (90) days after the claim is filed whether the claim is allowed or denied (forty-five (45) days in the case of a claim involving Disability<br> Retirement Benefits), unless, for claims not involving Disability Retirement Benefits, the claimant receives written notice from Plan Administrator or appointee of Plan Administrator prior to the end of the ninety (90) day period stating<br> that special circumstances require an extension of the time for decision. Such extension is not to extend beyond the day which is one hundred eighty (180) days after the day the claim is filed. In the case of a claim involving Disability<br> Retirement Benefits, Plan Administrator will notify the Claimant within the initial forty-five (45) day period that Plan Administrator needs up to an additional thirty (30) days to review the Claimant’s claim. If the Plan Administrator<br> determines that the additional thirty (30) day period is not sufficient and that additional time is necessary to review the Claimant’s claim for Disability Retirement Benefits, the Plan Administrator may notify the Claimant of an<br> additional thirty (30) day extension. If Plan Administrator denies the claim, it must provide to the Claimant, in writing or by electronic communication:
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1.	The specific reasons for such denial;
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2.	Specific reference to pertinent provisions of this Agreement on which such denial is<br> based;
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3.	A description of any additional material or information necessary for the Claimant to<br> perfect his or her claim and an explanation why such material or such information is necessary;
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4.	In the case of any claim involving Disability Retirement Benefits, a copy of any<br> internal rule, guideline, protocol, or other similar criterion relied upon in making the initial determination or a statement that such a rule, guideline, protocol, or other criterion was relied upon in making the determination and that a<br> copy of such rule will be provided to the Claimant free of charge at the Claimant’s request; and
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5.	A description of the Agreement’s appeal procedures and the time limits applicable to<br> such procedures, including a statement of the Claimant’s right to bring a civil action under Section 502(a) of ERISA following a denial of the appeal of the denial of the benefits claim.
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C.	Review Procedures. A request for review of a denied claim must be made in writing to Plan Administrator within sixty (60) days after receiving notice of denial (one hundred eighty (180) days in the case of a<br> claim involving Disability Retirement Benefits). The decision upon review will be made within sixty (60) days after Plan Administrator’s receipt of a request for review (forty-five (45) days in the case of a claim involving Disability<br> Retirement Benefits), unless special circumstances require an extension of time for processing, in which case a decision will be rendered not later than one hundred twenty (120) days after receipt of a request for review (ninety (90) days<br> in the case of a claim for Disability Retirement Benefits). A notice of such an extension must be provided to the Claimant within the initial sixty (60) day period (the initial forty-five (45) day period in the case of a claim for<br> Disability Retirement Benefits) and must explain the special circumstances and provide an expected date of decision. The reviewer shall afford the Claimant an opportunity to review and receive, without charge, all relevant documents,<br> information and records and to submit issues and comments in writing to Plan Administrator. The reviewer shall take into account all comments, documents, records and other information submitted by the Claimant relating to the claim<br> regardless of whether the information was submitted or considered in the benefit determination. Upon completion of its review of an adverse initial claim determination, Plan Administrator will give the Claimant, in writing or by<br> electronic notification, a notice containing:
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1.	its decision;
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2.	the specific reasons for the decision;
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3.	the relevant Agreement provisions on which its decision is based;
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4.	a statement that the Claimant is entitled to receive, upon request and without charge,<br> reasonable access to, and copies of, all documents, records and other information in the Agreement’s files which is relevant to the Claimant’s claim for benefit;
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5.	a statement describing the Claimant’s right to bring an action for judicial review<br> under Section 502(a) of ERISA; and
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6.	in the case of any claim involving Disability Retirement Benefits, a copy of any<br> internal rule, guideline, protocol, or other similar criterion that was relied upon in making the adverse determination on review or a statement that a copy of the rule, guideline, protocol or other similar criterion was relied upon in<br> making the adverse determination on review and that a copy of such rule, guideline, protocol, or criterion will be provided without charge to the Claimant upon request.
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Unless a Claimant voluntarily avails himself or herself of the procedures set forth herein, all interpretations, determinations and decisions of Plan Administrator in respect of any claim shall be made in its sole discretion based on the applicable Agreement documents and shall be final, conclusive and binding on all parties.

D.	Calculation of Time Periods. For purposes of the time periods specified in this Article, the period of time during which a benefit determination is required to be made begins at the time a claim is filed in<br> accordance with the Agreement procedures without regard to whether all the information necessary to make a decision accompanies the claim. If a period of time is extended due to a Claimant’s failure to submit all information necessary,<br> the period for making the determination shall be tolled from the date the notification is sent to the Claimant until the date the Claimant responds.
E.	Failure of Agreement to Follow Procedures. If the Agreement fails to follow the claims procedure required by this Article, a Claimant shall be entitled to pursue any available remedy under Section 502(a) of<br> ERISA on the basis that the Agreement has failed to provide reasonable claims procedure that would yield a decision on the merits of the claim.
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F.	Failure of Claimant to Follow Procedures. A Claimant’s compliance with the foregoing provisions of this Article is a mandatory prerequisite to the Claimant’s right to commence any legal action with respect to<br> any claim for benefits under the Agreement.
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G.	Arbitration of Claims. Instead of pursuing his or her claim in court, a Participant may voluntarily agree that all claims or controversies arising out of or in connection with this Agreement shall, subject<br> to the initial review provided for in the foregoing provisions of this Article, be resolved through arbitration as provided in this Article. Except as otherwise provided or by mutual agreement of the parties, any arbitration shall be<br> administered under and by the Judicial Arbitration & Mediation Services, Inc. (“JAMS”), in accordance with the JAMS procedure then in effect. The arbitration shall be held in the JAMS office nearest to where the Claimant is or was<br> last employed by Employer or at a mutually agreeable location. The prevailing party in the arbitration shall have the right to recover its reasonable attorney’s fees, disbursements and costs of the arbitration (including enforcement of<br> the arbitration decision), subject to any contrary determination by the arbitrator. If the Claimant voluntarily avails himself or herself of the procedures set forth herein, all determinations of the arbitrators in respect of any claim<br> shall be final, conclusive and binding on all parties.
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IX.	TERMS AND CONDITIONS OF ALL BENEFITS PROVIDED UNDER THIS AGREEMENT
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A.	Employee<br> Revocable Designation. In the event of death of Employee prior to the payment in full of the applicable benefits hereunder, Employee's remaining monthly payments shall be paid to Beneficiary at the same time and in the same<br> form as if it were paid to Employee had Employee survived. Employee shall have the right at any time and from time to time to change Beneficiary regardless of whether distribution of the benefits may have commenced. In the event of<br> Employee's failure to make such designation, or if no designee shall survive Employee, the remaining monthly payments shall be paid to Employee's spouse; provided that if Employee's spouse shall become entitled to payment hereunder, but<br> shall die before payment in full of the applicable benefits, any remainder thereof shall be paid in monthly installments either to the issue of Employee, per stirpes, and if none, then to Employee's estate.
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B.	Unforeseeable<br><br> Emergency. Notwithstanding that an effective designation of a Beneficiary entitled to receive payment of benefits or remainder thereof may then be in force, the Board may, at its option, at any time or from time to time in its<br> absolute and sole discretion, as permitted within the meaning of Section 409A of the Code and Treasury Regulations Section 1.409A-3(g)(3), accelerate the time and form of payment of any one or more payments hereunder in event of any<br> Unforeseeable Emergency; provided that Employee is at least age 55 upon the occurrence of the Unforeseeable Emergency.
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C.	Minority<br> or Disability. If Employer in its sole discretion shall deem any person entitled to receive any payments under this Agreement to be unable to care for his or her affairs because of illness or accident, or is a minor, any such<br> payments (unless a prior claim therefore shall have been made by a duly appointed guardian, committee or other legal representative) may be made to the spouse, child or children, parent, brother or sister of such person, or to any third<br> person or entity deemed by Employer to have incurred expense for such person, in the manner and amount that such payments would have been distributed to such person. Any such payment shall be a complete discharge to the extent thereof of<br> the obligations of Employer under this Agreement.
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D.	Non-Alienation<br><br> of Benefits. None of the rights, interest or benefits contemplated under this Agreement may be sold, given away, assigned, transferred, pledged, mortgaged, alienated, hypothecated or in any way encumbered or disposed of by<br> Employee, or any executor, administrator, heir, legatee, distributee, relative or any other person or entity, whether or not in being, claiming under Employee by virtue of this Agreement, and none of the rights, interest or benefits<br> contemplated by this Agreement shall be subject to execution, attachment or similar process. Any (or attempted) sale, gift, assignment, transfer, pledge, mortgage, alienation, hypothecation or encumbrance, or other disposition of this<br> Agreement or of such rights, interest or benefits contrary to the foregoing provisions, or the levy or any attachment or similar process thereon, shall be null and void and without effect.
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E.	Non-Competition Provision. During the term of this Agreement and for three (3) years following the Employee’s last day of employment with the Company, no payment of any then unpaid benefit installment(s)<br> under this Agreement shall be made and all Employee rights under this Agreement to receive payments thereof, shall be forfeited if: (i) Employee engages in any capacity, directly or indirectly, with any business entity or enterprise that<br> is competitive with the Employer’s then current lines of business, namely, water supply and wastewater utility services, and related billing services for such utilities, for the Employee’s own benefit or for the benefit of any person or<br> entity other than those of the Company or any entity related to the Company; and (ii) the engagement is related to competitive enterprise and/or services within sixty (60) miles of the Company’s then certificated territory, as defined by<br> the Company’s then current Public Utility Commission Tariff(s); or (iii) Employee acquires any interest as an owner, sole proprietor, stockholder, partner, lender, director, officer, manager, employee, consultant, agent or otherwise in<br> any business competitive with the Company’s lines of business. Such prohibited interests include a future holding company of Employer or future subsidiary of Employer, or interests which may be in any other way directly or indirectly<br> competitive with the business of Employer or such future holding company or subsidiary of Employer.
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Such forfeiture may be waived unilaterally by the Board of Directors at their sole discretion.

The Employee may hold, directly or indirectly, solely as an investment, not more than 1% of the outstanding securities of any person or entity which is listed on any national securities exchange or regularly traded in the over-the-counter market notwithstanding the fact that such person or entity is engaged in a business competitive with the Employer’s business.

F.	No Trust<br> Relationship. Nothing contained in this Agreement and no action taken pursuant to the provisions of this Agreement shall create or be construed to create a trust or security relationship of any kind, nor a fiduciary<br> relationship between Employer and Employee, or any Beneficiary of the latter or other person presently or prospectively entitled to the receipt of payments hereunder. To the extent that any person becomes entitled, presently or<br> prospectively, to receive payments from Employer under this Agreement, such right shall be no greater than the right shall be no greater than the right of any unsecured general creditor of Employer.
G.	Power and<br> Authority. Plan Administrator shall have full power and authority to interpret, construe and administer this Agreement, and any such interpretation or construction hereof by Plan Administrator, or other action hereunder,<br> including the amount or recipient of any one or more payments of the benefits payable hereunder, shall be binding and conclusive on all persons, whether in being or not. Neither Employer nor Plan Administrator shall not be liable to any<br> person, whether in being or not, for any action taken or omitted in connection with the interpretation and administration of this Agreement, unless attributable to the willful misconduct or bad faith of Employer or Plan Administrator, it<br> being understood and agreed, however, that the employment of Employee is and shall continue to be solely at-will.
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H.	Waiver of<br> Breach. Failure to insist upon strict compliance with any of the terms, covenants or conditions hereof shall not be deemed a waiver of such term, covenant or condition, nor shall any waiver or relinquishment of any right of<br> power hereunder at any one time or more times be deemed a waiver or relinquishment of such right or power at any other time or times.
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I.	Modification. <br><br> This Agreement shall not be modified or amended except by written Agreement duly executed by Employee and Employer.
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J.	Severability. <br><br> If any clause, sentence, paragraph, section or part of this Agreement shall be held by any court of competent jurisdiction to be invalid, such judgment shall not affect, impair or invalidate any of the other parts hereof. Rather, that invalidated provision and the remainder of this Agreement shall be interpreted to comply with the remainder of this<br> Agreement, Section 409A, ERISA, and all other applicable laws.
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K.	Notices. <br> Any notice required or permitted to be given under this Agreement shall be sufficient if in writing and sent by registered or certified mail, if to Employee, to their address as shown on the books of Employer, and if to Employer,<br> to the address shown above, or such other address as Employer may have designated in writing, or if such written notice is actually received by the person to whom sent.
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L.	Gender<br> and Plural. All references made and pronouns used herein shall be construed in the singular or plural, and in such gender as the context may require.
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M.	Captions. <br><br> The captions of the various provisions shall not be deemed a part of this Agreement and shall not be construed in any way to limit the contents hereof but are inserted herein only for reference and for convenience of the parties.
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N.	Governing<br> State Law. This Agreement may be executed at different times in different places, but all questions concerning the construction or validity hereof, or relating to performance hereunder, shall be determined in accordance with<br> the laws of the Commonwealth of Pennsylvania.
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O.	Duplicate<br> Originals. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument, and there shall be no requirement to<br> produce another counterpart.
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P.	Successors<br><br> or Assigns. It is hereby agreed that the terms and provisions of this Supplemental Retirement Plan shall be binding upon the successors or assigns of The York Water Company (Employer).
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IN WITNESS WHEREOF, Employer has caused this Agreement to be executed by its duly authorized officers, and Employee has hereunto set their hand and seal as of the day and year first above written. Further, Employee consents to any and all amendments as set forth in this Agreement and by signing below, Employer has satisfied the notice and modification provisions of this Agreement set forth above.

ATTEST: THE YORK WATER COMPANY

_____

Secretary President, on behalf of the Company/Employer

(SEAL)

Employee

TO WHOM IT MAY CONCERN

I designate the following as my beneficiary for the Supplemental Executive Retirement Plan of The York Water Company.

Name of Beneficiary

Primary

Name

Address

Relationship

Secondary in equal shares

Name

Address

Relationship

Signed

Date

Commonwealth of Pennsylvania )

) SS:

County of York )

On this, the ___ day of _________________ 20__, before me a Notary Public, the undersigned personally appeared, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and acknowledged that he or she executed the same for the purposes therein contained.

In Witness Whereof, I hereunto set my hand and official seal.

Notary Public

Schedule 10.1

Name	Date Credited<br><br> <br>Service Began	Date Credited<br><br> <br>Service Ended	Normal Monthly<br><br> <br>Retirement Unit	Pre-Retirement<br><br> <br>Death Benefit
Joseph T. Hand	December 31, 2022		679.28	1,000,000
Joseph T. Hand	December 31, 2019	December 31, 2022	401.50	-
Joseph T. Hand	December 31, 2009	December 31, 2019	163.40	-
Vernon L. Bracey	December 31, 2003		120.78	500,000
Mark S. Snyder	December 31, 2009		111.11	500,000
Matthew E. Poff	December 31, 2018		163.40	500,000
Natalee C. Gunderson	December 31, 2019		86.81	500,000
Alexandra C. Chiaruttini	December 31, 2022		220.80	500,000
Alexandra C. Chiaruttini	December 31, 2021	December 31, 2022	128.21	-