8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) April 23, 2013

SJW Corp.

(Exact name of registrant as specified in its charter)

California	1-8966		77-0066628
(State or other jurisdiction of incorporation)	(Commission File Number)		(IRS Employer Identification No.)
110 W. Taylor Street, San Jose, California		95110
(Address of principal executive offices)		(Zip Code)

(408) 279-7800

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02: Results of Operations and Financial Condition.

On April 24, 2013, SJW Corp. (the “Company”) announced its financial results for the quarter ended March 31, 2013. A copy of the press release announcing the financial results is attached hereto as Exhibit 99.1 and incorporated into this Form 8-K by reference.

Item 5.02: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

(e) On April 23, 2013, the Executive Compensation Committee of the Board of Directors of the Company authorized a fully vested award of 5,748 shares of common stock for W. Richard Roth in recognition of his role in obtaining final and non-appealable permits from the Gonzales County Underground Water Conservation District for the drilling, production and transportation of groundwater.  Such permits were issued to Texas Water Alliance Limited, the Company's wholly-owned subsidiary. A portion of the shares were withheld by the Company to satisfy applicable withholding taxes.

On April 24, 2013, the shareholders of the Company approved the Company's Amended and Restated Executive Officer Short-Term Incentive Plan. Such plan allows the Company in its discretion to implement one or more cash bonus programs for the Company's executive officers and other eligible individuals tied to the achievement of specific goals based on financial and/or non-financial performance metrics. The amendments to the Executive Officer Short-Term Incentive Plan effect the following modifications to the plan:

1.Expand and re-confirm both the list of criteria that may be utilized in the formulation of the specific performance goals for bonus entitlement under the plan and the list of permissible adjustments that may be made to those criteria in assessing performance goal attainment;

2.Expand the class of individuals eligible for participation in the plan;

3.Extend the maximum length of any performance period implemented under the plan to 60 months; and

4.Increase the maximum dollar amount payable per participant for performance periods in excess of 36 months.

The Amended and Restated Executive Officer Short-Term Incentive Plan will be in effect for any awards made under the plan for performance periods beginning after April 24, 2013, the date of the annual shareholder meeting. The principal terms and provisions of the Amended and Restated Executive Officer Short-Term Incentive Plan are more fully set forth in the plan document attached as Exhibit 10.1 to the Proxy Statement filed by the Company with the Securities and Exchange Commission (“SEC”) on March 6, 2013.

On April 24, 2013, the shareholders of the Company also approved the Company's Amended and Restated Long-Term Incentive Plan (“LTIP”) under which equity awards in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares and other stock-based awards may be made to the Company's executive officers and other eligible individuals. The amendments to the LTIP effect the following modifications to the plan:

1.Expand and re-confirm both the list of criteria that may be utilized in the formulation of the specific performance goals to which the vesting of performance-based awards under the LTIP may be tied and the list of permissible adjustments that may be made to those criteria in assessing performance goal attainment;

2.Clarify the treatment of performance-vesting awards in connection with a change in control transaction;

3.Impose a limitation on the maximum number of shares of common stock that may be issued under the LTIP pursuant to tax-favored incentive stock options;

4.Specify the minimum vesting requirements for awards made to the non-employee Board members; and

5.Extend the term of the LTIP until April 23, 2023.

The principal terms and provisions of the Amended and Restated Long-Term Incentive Plan are more fully set forth in the plan document attached as Exhibit 10.2 to the Proxy Statement filed by the Company with the SEC on March 6, 2013.

Item 5.07: Submission of Matters to a Vote of Security Holders.

At the Company's 2013 annual meeting of shareholders held on April 24, 2013, (i) the eight individuals listed below were elected to the Board of Directors, (ii) the Amended and Restated Executive Officer Short-Term Incentive Plan was approved, (iii) the Amended and Restated Long-Term Incentive Plan was approved, and (iv) the appointment of KPMG LLP as the independent registered public accounting firm for 2013 was ratified, each by the votes set forth below:

Proposal 1: Election of Directors:

Name of Director	In Favor	Withheld	Broker Non-Votes
Katharine Armstrong	14,351,078	195,995	3,081,521
Walter J. Bishop	14,467,763	79,310	3,081,521
Mark L. Cali	14,342,866	204,207	3,081,521
Douglas R. King	14,348,681	198,392	3,081,521
Ronald B. Moskovitz	14,355,755	191,318	3,081,521
George E. Moss	14,460,254	86,819	3,081,521
W. Richard Roth	14,234,746	312,327	3,081,521
Robert A. Van Valer	14,460,939	86,134	3,081,521

Proposal 2: Approval of Amended and Restated Executive Officer Short-Term Incentive Plan:

In Favor	Against	Abstain	Broker Non-Votes
14,108,887	295,472	142,714	3,081,521

Proposal 3: Approval of Amended and Restated Long-Term Incentive Plan:

In Favor	Against	Abstain	Broker Non-Votes
12,215,833	2,132,780	198,460	3,081,521

Proposal 4: Ratification of Appointment of Independent Registered Public Accounting Firm:

In Favor	Against	Abstain	Broker Non-Votes
17,520,875	66,499	41,220	—

Item 9.01:		Financial Statements and Exhibits.
(d)	Exhibits

Exhibit Number	Description of Document
99.1	Press Release issued by SJW Corp., dated April 24, 2013 announcing the 2013 First Quarter Financial Results.

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.

SJW CORP.

Date: April 24, 2013	/s/ James P. Lynch
	James P. Lynch, Chief Financial Officer and Treasurer

Exhibit Number	Description of Document
99.1	Press Release issued by SJW Corp., dated April 24, 2013 announcing the 2013 First Quarter Financial Results.

EX-99.1

EXHIBIT 99.1

SJW CORP. ANNOUNCES

FIRST QUARTER FINANCIAL RESULTS

SAN JOSE, CA, April 24, 2013 – SJW Corp. (NYSE: SJW) today reported financial results for the first quarter ended March 31, 2013. Operating revenue was $50.1 million in the quarter compared to $51.2 million in 2012. The $1.1 million decrease in revenue was primarily attributable to $3.3 million due to lower customer usage. This decrease was partially offset by the recognition of certain balancing and memorandum accounts of $1.8 million which management has determined are probable of future recovery.

Water production costs for the first quarter of 2013 were $18.3 million versus $20.1 million for the same period in 2012, a decrease of $1.8 million. The decrease in water production costs was primarily attributable to $1.9 million in lower costs due to an increase in the use of available surface water supply and $841,000 in lower customer water usage, partially offset by $944,000 in higher per unit costs for purchased water and groundwater extraction charges. Operating expenses, excluding water production costs, increased $1.8 million to $26.1 million from $24.3 million. The increase was due to an increase in administrative and general expenses of $946,000 related to the development of our water supply project in Texas, $508,000 of higher depreciation expense, $211,000 in higher maintenance expenses and $114,000 in higher taxes other than income taxes. The effective consolidated income tax rate was 41% and 42% for the quarters ended March 31, 2013 and 2012, respectively.

Interest on long-term debt and other includes a pre-tax gain on the sale of a real estate investment property in Connecticut of approximately $1.1 million.

Net income was $1.3 million for the quarter ended March 31, 2013, compared to $1.1 million for the same period in 2012. Diluted earnings per share were $0.07 for the quarter ended March 31, 2013, compared to $0.06 per diluted share for the same period in 2012.

The Directors of SJW Corp. today declared a quarterly dividend on common stock of $0.1825 per share. The dividend is payable on June 3, 2013 to shareholders of record on May 6, 2013.

SJW Corp. is a publicly traded holding company headquartered in San Jose, California. SJW Corp. is the parent company of San Jose Water Company, SJWTX, Inc., Texas Water Alliance Limited, and SJW Land Company. Together, San Jose Water Company and SJWTX, Inc. provide water service to more than one million people in San Jose, California and nearby communities and in Canyon Lake, Texas and nearby communities. SJW Land Company owns and operates commercial real estate investments.

This press release may contain certain forward-looking statements including but not limited to statements relating to SJW Corp.'s plans, strategies, objectives, expectations and intentions, which are made pursuant to the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of SJW Corp. to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Results for a quarter are not indicative of results for a full year due to seasonality and other factors. Other factors that may cause actual results, performance or achievements to materially differ are described in SJW Corp.'s most recent reports on Form 10-K, Form 10-Q and Form 8-K filed with the Securities and Exchange Commission. SJW Corp. undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

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SJW Corp.

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)

(in thousands, except per share data)

	Three months ended March 31,
	2013			2012
OPERATING REVENUE	$	50,139		51,149
OPERATING EXPENSE:
Production Costs:
Purchased water	10,119			13,577
Power	885			865
Groundwater extraction charges	4,590			2,946
Other production costs	2,713			2,756
Total production costs	18,307			20,144
Administrative and general	11,494			10,548
Maintenance	3,200			2,989
Property taxes and other non-income taxes	2,549			2,435
Depreciation and amortization	8,816			8,308
Total operating expense	44,366			44,424
OPERATING INCOME	5,773			6,725
Interest on long-term debt and other	(3,526		)	(4,817	)
Income before income taxes	2,247			1,908
Provision for income taxes	930			799
NET INCOME	1,317			1,109
Other comprehensive income (loss), net	354			(11	)
COMPREHENSIVE INCOME	$	1,671		1,098
EARNINGS PER SHARE
Basic	$	0.07		0.06
Diluted	$	0.07		0.06
DIVIDENDS PER SHARE	$	0.18		0.18
WEIGHTED AVERAGE SHARES OUTSTANDING
Basic	18,689			18,612
Diluted	18,889			18,821

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SJW Corp.

Condensed Consolidated Balance Sheets

(Unaudited)

(in thousands)

	March 31, 2013		December 31, 2012
ASSETS
Utility plant:
Land	$	10,178	10,156
Depreciable plant and equipment	1,185,699		1,166,220
Construction in progress	25,517		24,298
Intangible assets	18,102		15,561
Total utility plant	1,239,496		1,216,235
Less accumulated depreciation and amortization	391,989		384,675
Net utility plant	847,507		831,560
Real estate investments	76,347		74,232
Less accumulated depreciation and amortization	9,452		9,045
Net real estate investments	66,895		65,187
CURRENT ASSETS:
Cash and cash equivalents	2,145		2,522
Accounts receivable and accrued unbilled utility revenue	28,517		29,944
Long-lived assets held-for-sale	—		7,768
Prepaid expenses and other	3,505		2,677
Total current assets	34,167		42,911
OTHER ASSETS:
Investment in California Water Service Group	7,664		7,067
Debt issuance costs, net of accumulated amortization	5,120		5,226
Regulatory assets, net	131,496		130,488
Other	5,842		5,060
	150,122		147,841
	$	1,098,691	1,087,499
CAPITALIZATION AND LIABILITIES
CAPITALIZATION:
Common stock	$	9,739	9,724
Additional paid-in capital	26,730		26,117
Retained earnings	234,324		236,453
Accumulated other comprehensive income	2,664		2,310
Total shareholders' equity	273,457		274,604
Long-term debt, less current portion	335,436		335,598
Total capitalization	608,893		610,202
CURRENT LIABILITIES:
Line of credit	22,100		15,300
Current portion of long-term debt	579		5,392
Accrued groundwater extraction charge, purchased water and purchased power	6,619		5,072
Accounts payable	10,908		8,481
Accrued interest	5,571		5,355
Other current liabilities	13,371		9,507
Total current liabilities	59,148		49,107
DEFERRED INCOME TAXES AND CREDITS	149,199		149,013
ADVANCES FOR CONSTRUCTION AND CONTRIBUTIONS IN AID OF
CONSTRUCTION	196,393		196,743
POSTRETIREMENT BENEFIT PLANS	75,915		73,425
OTHER NONCURRENT LIABILITIES	9,143		9,009
	$	1,098,691	1,087,499

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