10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________________________________________ 

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2013

Commission file number 1-8966

SJW Corp.

(Exact name of registrant as specified in its charter)

California	77-0066628
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
110 West Taylor Street, San Jose, CA	95110
(Address of principal executive offices)	(Zip Code)

408-279-7800

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

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  x    No  o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).    Yes  x    No  o

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

Large accelerated filer  o	Accelerated filer  x	Non-accelerated filer  o	Smaller reporting company  o
		(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  o    No  x

APPLICABLE ONLY TO CORPORATE ISSUERS:

As of July 26, 2013, there were 20,137,197 shares of the registrant’s Common Stock outstanding.

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

SJW Corp. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)

(in thousands, except share and per share data)

	Three months ended June 30,					Six months ended June 30,
	2013			2012		2013			2012
OPERATING REVENUE	$	74,230		65,575		$	124,369		116,724
OPERATING EXPENSE:
Production Costs:
Purchased water	18,314			17,783		28,433			31,360
Power	1,777			1,303		2,662			2,168
Groundwater extraction charges	9,525			5,439		14,115			8,385
Other production costs	2,882			2,841		5,595			5,597
Total production costs	32,498			27,366		50,805			47,510
Administrative and general	10,085			10,746		21,579			21,294
Maintenance	3,433			3,133		6,633			6,122
Property taxes and other non-income taxes	2,534			2,419		5,083			4,854
Depreciation and amortization	8,743			8,326		17,559			16,634
Total operating expense	57,293			51,990		101,659			96,414
OPERATING INCOME	16,937			13,585		22,710			20,310
OTHER (EXPENSE) INCOME:
Interest on long-term debt	(4,678		)	(4,659	)	(9,323		)	(9,339	)
Mortgage and other interest expense	(278		)	(391	)	(655		)	(786	)
Gain on sale of real estate investment	—			—		1,063			—
Dividend income	61			61		123			121
Other, net	589			162		960			360
Income before income taxes	12,631			8,758		14,878			10,666
Provision for income taxes	5,191			3,557		6,121			4,356
NET INCOME	7,440			5,201		8,757			6,310
Other comprehensive (loss) income, net	(89		)	59		265			48
COMPREHENSIVE INCOME	$	7,351		5,260		$	9,022		6,358
EARNINGS PER SHARE
Basic	$	0.37		0.28		$	0.45		0.34
Diluted	$	0.37		0.28		$	0.45		0.34
DIVIDENDS PER SHARE	$	0.18		0.18		$	0.37		0.36
WEIGHTED AVERAGE SHARES OUTSTANDING
Basic	20,072,703			18,626,547		19,384,855			18,619,149
Diluted	20,266,480			18,824,481		19,581,515			18,822,784

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

2

SJW Corp. and Subsidiaries

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(in thousands, except share and per share data)

	June 30, 2013		December 31, 2012
ASSETS
Utility plant:
Land	$	10,279	10,156
Depreciable plant and equipment	1,209,767		1,166,220
Construction in progress	24,855		24,298
Intangible assets	18,259		15,561
	1,263,160		1,216,235
Less accumulated depreciation and amortization	400,494		384,675
	862,666		831,560
Real estate investments	78,268		74,232
Less accumulated depreciation and amortization	9,839		9,045
	68,429		65,187
CURRENT ASSETS:
Cash and cash equivalents	4,005		2,522
Accounts receivable:
Customers, net of allowances for uncollectible accounts	18,097		12,317
Income tax	27		489
Other	1,152		854
Accrued unbilled utility revenue	21,917		16,284
Long-lived assets held-for-sale	—		7,768
Materials and supplies	1,045		1,088
Prepaid expenses	1,980		1,589
	48,223		42,911
OTHER ASSETS:
Investment in California Water Service Group	7,514		7,067
Unamortized debt issuance, broker and reacquisition costs	5,395		5,226
Regulatory assets, net	132,299		130,488
Other	5,939		5,060
	151,147		147,841
	$	1,130,465	1,087,499

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

3

SJW Corp. and Subsidiaries

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(in thousands, except share and per share data)

	June 30, 2013		December 31, 2012
CAPITALIZATION AND LIABILITIES
CAPITALIZATION:
Shareholders’ equity:
Common stock, $0.521 par value; authorized 36,000,000 shares; issued and outstanding 20,137,090 shares on June 30, 2013 and 18,670,566 on December 31, 2012	$	10,489	9,724
Additional paid-in capital	62,148		26,117
Retained earnings	238,060		236,453
Accumulated other comprehensive income	2,574		2,310
Total shareholders’ equity	313,271		274,604
Long-term debt, less current portion	335,300		335,598
	648,571		610,202
CURRENT LIABILITIES:
Line of credit	—		15,300
Current portion of long-term debt	540		5,392
Accrued groundwater extraction charges and purchased water	10,074		4,755
Purchased power	725		317
Accounts payable	15,906		8,481
Accrued interest	5,342		5,355
Accrued property taxes and other non-income taxes	824		1,465
Accrued payroll	2,971		3,069
Other current liabilities	8,803		4,973
	45,185		49,107
DEFERRED INCOME TAXES	151,628		147,579
UNAMORTIZED INVESTMENT TAX CREDITS	1,405		1,434
ADVANCES FOR CONSTRUCTION	68,882		68,277
CONTRIBUTIONS IN AID OF CONSTRUCTION	128,783		128,466
DEFERRED REVENUE	1,224		1,137
POSTRETIREMENT BENEFIT PLANS	76,823		73,425
OTHER NONCURRENT LIABILITIES	7,964		7,872
COMMITMENTS AND CONTINGENCIES	—		—
	$	1,130,465	1,087,499

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

4

SJW Corp. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(in thousands)

	Six months ended June 30,
	2013			2012
OPERATING ACTIVITIES:
Net income	$	8,757		6,310
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	18,338			17,368
Deferred income taxes	4,200			3,455
Share-based compensation	589			283
Gain on sale of real estate investment	(1,063		)	—
Changes in operating assets and liabilities:
Accounts receivable and accrued unbilled utility revenue	(11,711		)	(8,723	)
Accounts payable, purchased power and other current liabilities	2,266			321
Accrued groundwater extraction charges and purchased water	5,319			3,623
Tax receivable and accrued taxes	(144		)	3,553
Other current asset	—			1,856
Postretirement benefits	3,398			2,667
Regulatory asset related to balancing and memorandum accounts	(1,811		)	—
Other changes, net	(1,099		)	937
NET CASH PROVIDED BY OPERATING ACTIVITIES	27,039			31,650
INVESTING ACTIVITIES:
Additions to utility plant:
Company-funded	(35,684		)	(40,792	)
Contributions in aid of construction	(4,631		)	(1,822	)
Additions to real estate investments	(3,453		)	(48	)
Payments for business/asset acquisition and water rights	(1,569		)	(1,808	)
Cost to retire utility plant, net of salvage	(1,170		)	(92	)
Proceeds from sale of real estate investment	8,831			—
NET CASH USED IN INVESTING ACTIVITIES	(37,676		)	(44,562	)
FINANCING ACTIVITIES:
Borrowings from line of credit	13,300			—
Repayments of line of credit	(28,600		)	—
Repayments of long-term borrowings	(5,150		)	(460	)
Debt issuance costs	—			(33	)
Dividends paid	(7,086		)	(6,610	)
Issuance of common stock, net of issuance costs	35,894			—
Exercise of stock options and similar instruments	366			405
Tax benefits realized from share options exercised	95			43
Receipts of advances and contributions in aid of construction	4,348			3,118
Refunds of advances for construction	(1,047		)	(1,027	)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES	12,120			(4,564	)
NET CHANGE IN CASH AND CASH EQUIVALENTS	1,483			(17,476	)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	2,522			26,734
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	4,005		9,258
Cash paid (received) during the period for:
Interest	$	10,487		10,639
Income taxes	1,260			(3,765	)
Supplemental disclosure of non-cash activities:
Increase in accrued payables for construction costs capitalized	6,560			6,682
Utility property installed by developers	(112		)	107
Increase in real estate investments due to accrued tenant improvements	583			—
Accrued intangible assets and other charges related to water supply project in Texas	2,218			—

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

5

SJW CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2013

(in thousands, except share and per share data)

Note 1. General

In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments (consisting only of normal, recurring adjustments) necessary for a fair presentation of the results for the interim periods.

The unaudited interim financial information has been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in accordance with the instructions for Form 10-Q and Rule 10-01 of Regulation S-X promulgated by the Securities and Exchange Commission (the “SEC”). The Notes to Consolidated Financial Statements in SJW Corp.’s 2012 Annual Report on Form 10-K should be read with the accompanying unaudited condensed consolidated financial statements.

Water sales are seasonal in nature and influenced by weather conditions. The timing of precipitation and climatic conditions can cause seasonal water consumption by customers to vary significantly. Due to the seasonal nature of the water business, the operating results for interim periods are not indicative of the operating results for a 12-month period. Revenue is generally higher in the warm, dry summer months when water usage and sales are greater, and lower in the winter months when cooler temperatures and increased rainfall curtail water usage and sales.

Basic earnings per share is calculated using income available to common shareholders, divided by the weighted average number of shares outstanding during the period. The two-class method in computing basic earnings per share is not used because the number of participating securities as defined in Financial Accounting Standards Board (FASB) Accounting Standard Codification (ASC) Topic 260 - “Earning Per Share” is not significant. (The two-class method is an earnings allocation formula that determines earnings per share for each class of common stock and participating security.) Diluted earnings per share is calculated using income available to common shareholders divided by the weighted average number of shares of common stock including both shares outstanding and shares potentially issuable in connection with stock options, deferred restricted common stock awards under SJW Corp.’s Long-Term Incentive Plan (as amended, the “Incentive Plan”) and shares potentially issuable under the Employee Stock Purchase Plan (“ESPP”). For the three months ended June 30, 2013 and 2012, 799 and 1,001 anti-dilutive restricted common stock units were excluded from the dilutive earnings per share calculation, respectively. For the six months ended June 30, 2013 and 2012, 1,145 and 1,666 anti-dilutive restricted common stock units were excluded from the dilutive earnings per share calculation, respectively.

A portion of depreciation expense is allocated to administrative and general expense. For the three months ended June 30, 2013 and 2012, the amounts allocated to administrative and general expense were $395 and $351, respectively. For the six months ended June 30, 2013 and 2012, the amounts allocated to administrative and general expense were $779 and $734, respectively.

Note 2. Equity Plans

SJW Corp. accounts for share-based compensation based on the grant date fair value of the awards issued to employees in accordance with FASB ASC Topic 718 - “Compensation - Stock Compensation,” which requires the measurement and recognition of compensation expense based on the estimated fair value for all share-based payment awards.

The Incentive Plan allows SJW Corp. to provide employees, non-employee board members or the board of directors of any parent or subsidiary, consultants, and other independent advisors who provide services to the company or any parent or subsidiary the opportunity to acquire an equity interest in SJW Corp. The types of awards included in the Incentive Plan are restricted stock awards, restricted stock units, performance shares, or other share-based awards. As of June 30, 2013, the remaining shares available for issuance under the Incentive Plan were 1,161,225, and 321,380 shares were issuable upon the exercise of outstanding options, restricted stock units, and deferred restricted stock units. In addition, shares are issued to employees under the ESPP. SJW Corp. also has a Dividend Reinvestment and Stock Purchase Plan (“DRSPP”) which allows eligible participants to buy shares and reinvest cash dividends in SJW Corp. common stock.

6

SJW CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

JUNE 30, 2013

(in thousands, except share and per share data)

The compensation costs charged to income is recognized on a straight-line basis over the requisite service period. A summary of compensation costs charged to income, proceeds from the exercise of stock options and similar instruments, and the tax benefit realized from stock options and similar instruments exercised, that were recorded to additional paid-in capital and common stock, by award type, are presented below for the three and six months ended June 30, 2013 and 2012.

	Three months ended June 30,			Six months ended June 30,
	2013		2012	2013		2012
Compensation costs charged to income:
ESPP	$	—	—	$	58	49
Restricted stock and deferred restricted stock	242		100	531		234
Total compensation costs charged to income	$	242	100	$	589	283
Excess tax benefits realized from share options exercised and stock issuance:
Stock options	$	—	8	$	—	8
Restricted stock and deferred restricted stock	65		35	95		35
Total excess tax benefits realized from share options exercised and stock issuance	$	65	43	$	95	43
Proceeds from the exercise of stock options and similar instruments:
Stock options	$	—	75	$	—	75
DRSPP	21		21	38		52
ESPP	—		—	328		278
Total proceeds from the exercise of stock options and similar instruments	$	21	96	$	366	405

Stock Options

No options were granted during the three and six months ended June 30, 2013 and 2012.

As of June 30, 2013, there were no unrecognized compensation costs related to stock options.

Stock, Restricted Stock and Deferred Restricted Stock

On January 2, 2013, restricted stock units covering an aggregate of 23,840 shares of common stock of SJW Corp. were granted to certain executives of SJW Corp. and its subsidiaries. The units vest in three equal successive installments upon completion of each year of service with no dividend equivalent rights. Share-based compensation expense based on a grant date fair value of $25.08 per unit is being recognized over the service period beginning in 2013.

On March 25, 2013, 3,918 shares of common stock were awarded as a special stock bonus award to an officer of a subsidiary of SJW Corp. The award was issued upon satisfaction of previously agreed upon conditions and is not subject to vesting.

On April 23, 2013, 3,634 shares of common stock were awarded as a special stock bonus award to a key executive of SJW Corp. The award was issued upon satisfaction of previously agreed upon conditions and is not subject to vesting.

On April 24, 2013, restricted stock units covering an aggregate of 2,667 shares of common stock of SJW Corp. were granted to the non-employee board members of SJW Corp. The units vest upon continuous board service through the day immediately preceding the date of the next annual shareholder meeting with no dividend equivalent rights. Share-based compensation expense based on a grant date fair value of 25.58 per unit is being recognized over the service period beginning in 2013.

As of June 30, 2013, the total unrecognized compensation costs related to restricted and deferred restricted stock plans amounted to $855. This cost is expected to be recognized over a remaining weighted-average period of 1.71 years.

Dividend Equivalent Rights

Under the Incentive Plan, certain holders of options, restricted stock, and deferred restricted stock awards may have the right to receive dividend equivalent rights (“DERs”) each time a dividend is paid on common stock after the grant date. Stock compensation on DERs is recognized as a liability and recorded against retained earnings on the date dividends are issued. For the three and six months ended June 30, 2013, $31 and $65, respectively, related to DERs was recorded against retained earnings and was accrued as a liability. For the three and six months ended June 30, 2012, $32 and $66, respectively, related to DERs was recorded against retained earnings and was accrued as a liability.

7

SJW CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

JUNE 30, 2013

(in thousands, except share and per share data)

Employee Stock Purchase Plan

The ESPP allows eligible employees to purchase shares of SJW Corp.’s common stock at 85% of the fair value of shares on the purchase date. Under the ESPP, employees can designate up to a maximum of 10% of their base compensation for the purchase of shares of common stock, subject to certain restrictions. A total of 270,400 shares of common stock have been reserved for issuance under the ESPP.

After considering estimated employee terminations or withdrawals from the plan before the purchase date, SJW Corp.’s recorded expenses were $37 and $58 for the three and six months ended June 30, 2013, respectively, and $28 and $45 for the three and six months ended June 30, 2012, respectively, related to the ESPP.

The total unrecognized compensation costs related to the semi-annual offering period that ends July 31, 2013 for the ESPP is approximately $12. This cost is expected to be recognized during the third quarter of 2013.

Dividend Reinvestment and Stock Purchase Plan

SJW Corp. adopted the DRSPP effective April 19, 2011. The DRSPP offers shareholders the ability to reinvest cash dividends in SJW Corp. common stock and also purchase additional shares of SJW Corp. common stock. A total of 3,000,000 shares of common stock have been reserved for issuance under the DRSPP. For the three and six months ended June 30, 2013, 825 and 1,444 shares, respectively, have been issued under the DRSPP. For the three and six months ended June 30, 2012, 896 and 2,198 shares, respectively, have been issued under the DRSPP.

Note 3. Real Estate Investments

The major components of real estate investments as of June 30, 2013 and December 31, 2012 are as follows:

	June 30, 2013		December 31, 2012
Land	$	18,892	18,892
Buildings and improvements	59,047		55,011
Intangibles	329		329
Subtotal	78,268		74,232
Less: accumulated depreciation and amortization	9,839		9,045
Total	$	68,429	65,187

Depreciation and amortization is computed using the straight-line method over the estimated service life of the respective assets, ranging from 5 to 39 years.

On February 1, 2013, SJW Land Company sold its warehouse building located in Windsor, Connecticut for $9,200. The Company recognized a pre-tax gain on the sale of real estate investment of $1,063, after selling expenses of $369. The warehouse building was recorded in long-lived assets held-for-sale on the Company’s Consolidated Balance Sheet as of December 31, 2012.

8

SJW CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

JUNE 30, 2013

(in thousands, except share and per share data)

Note 4. Defined Benefit Plan

San Jose Water Company sponsors a noncontributory defined benefit pension plan for its eligible union and nonunion employees. Employees hired before March 31, 2008 are entitled to receive retirement benefits using a formula based on the employee’s three highest years of compensation (whether or not consecutive). For employees hired on or after March 31, 2008, benefits are determined using a cash balance formula based upon compensation credits and interest credits for each employee. Executive officers hired before March 31, 2008 are eligible to receive additional retirement benefits under the Executive Supplemental Retirement Plan, and executive officers hired on or after March 31, 2008 are eligible to receive retirement benefits under the Cash Balance Executive Supplemental Retirement Plan. Both of those plans are non-qualified plans in which only senior officers and other designated members of management may participate. The Company also provides health care and life insurance benefits for retired employees under the other postretirement benefit plan. The components of net periodic benefit costs for San Jose Water Company’s pension plan, its Executive Supplemental Retirement Plan and other postretirement benefit plan for the three and six months ended June 30, 2013 and 2012 are as follows:

	Three months ended June 30,					Six months ended June 30,
	2013			2012		2013			2012
Service cost	$	1,239		1,157		$	2,478		2,314
Interest cost	1,475			1,450		2,950			2,901
Other cost	1,208			1,166		2,416			2,332
Expected return on assets	(1,380		)	(1,148	)	(2,760		)	(2,297	)
	$	2,542		2,625		$	5,084		5,250

The following tables summarize the fair values of plan assets by major categories as of June 30, 2013 and December 31, 2012:

		Fair Value Measurements at June 30, 2013
				Quoted Prices in Active Markets for Identical Assets		Significant Observable Inputs		Significant Unobservable Inputs
Asset Category	Benchmark	Total		(Level 1)		(Level 2)		(Level 3)
Cash and cash equivalents		$	3,868	$	3,868	$	—	$	—
Actively Managed (a):
All Cap Equity	Russell 3000 Value	256		243		13		—
U.S. Large Cap Equity	Russell 1000, Russell 1000 Growth, Russell 1000 Value	26,647		26,647		—		—
U.S. Mid Cap Equity	Russell Mid Cap, Russell Mid Cap Growth, Russell Mid Cap Value	4,590		4,590		—		—
U.S. Small Cap Equity	Russell 2000, Russell 2000 Growth, Russell 2000 Value	2,562		2,562		—		—
Non-U.S. Large Cap Equity	MSCI EAFE	4,127		4,127		—		—
REIT	NAREIT - Equity REIT’S	3,998		—		3,998		—
Fixed Income (b)	(b)	36,128		—		36,128		—
Total		$	82,176	$	42,037	$	40,139	$	—

The Plan has a current target allocation of 55% invested in a diversified array of equity securities to provide long-term capital appreciation and 45% invested in a diversified array of fixed income securities to provide preservation of capital plus generation of income.

(a) Actively managed portfolio of securities with the goal to exceed the stated benchmark performance.

(b) Actively managed portfolio of fixed income securities with the goal to exceed the Barclays 1-5 Year Government/Credit, Barclays Intermediate Government/Credit, and Merrill Lynch Preferred Stock Fixed Rate.

9

SJW CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

JUNE 30, 2013

(in thousands, except share and per share data)

		Fair Value Measurements at December 31, 2012
				Quoted Prices in Active Markets for Identical Assets		Significant Observable Inputs		Significant Unobservable Inputs
Asset Category	Benchmark	Total		(Level 1)		(Level 2)		(Level 3)
Cash and cash equivalents		$	7,056	$	7,056	$	—	$	—
Actively Managed (a):
U.S. Large Cap Equity	Russell 1000, Russell 1000 Growth, Russell 1000 Value	22,749		22,749		—		—
U.S. Mid Cap Equity	Russell Mid Cap, Russell Mid Cap Growth, Russell Mid Cap Value	3,989		3,989		—		—
U.S. Small Cap Equity	Russell 2000, Russell 2000 Growth, Russell 2000 Value	2,174		2,174		—		—
Non-U.S. Large Cap Equity	MSCI EAFE	4,169		4,169		—		—
REIT	NAREIT - Equity REIT’S	3,792		—		3,792		—
Fixed Income (b)	(b)	35,091		—		35,091		—
Total		$	79,020	$	40,137	$	38,883	$	—

The Plan has a current target allocation of 55% invested in a diversified array of equity securities to provide long-term capital appreciation and 45% invested in a diversified array of fixed income securities to provide preservation of capital plus generation of income.

(a) Actively managed portfolio of securities with the goal to exceed the stated benchmark performance.

(b) Actively managed portfolio of fixed income securities with the goal to exceed the Barclays 1-5 Year Government/Credit, Barclays Intermediate Government/Credit, and Merrill Lynch Preferred Stock Fixed Rate.

In 2013, San Jose Water Company expects to make required and discretionary cash contributions of up to $10,300 to the pension plans and other postretirement benefit plan. For the three and six months ended June 30, 2013, $1,489 has been contributed to the pension plans and other postretirement benefit plan.

Note 5. Segment and Nonregulated Business Reporting

SJW Corp. is a holding company with four subsidiaries: (i) San Jose Water Company, a water utility operation with both regulated and nonregulated businesses, (ii) SJW Land Company and its consolidated variable interest entity, 444 West Santa Clara Street, L.P., operate commercial building rentals, (iii) SJWTX, Inc. which is doing business as Canyon Lake Water Service Company, a regulated water utility located in Canyon Lake, Texas, and its consolidated nonregulated variable interest entity, Acequia Water Supply Corporation, and (iv) Texas Water Alliance Limited, a nonregulated water utility operation which is undertaking activities that are necessary to develop a water supply project in Texas. In accordance with FASB ASC Topic 280 – “Segment Reporting,” SJW Corp. has determined that it has two reportable business segments. The first segment is that of providing water utility and utility-related services to its customers through SJW Corp.’s subsidiaries, San Jose Water Company, Canyon Lake Water Service Company, and Texas Water Alliance Limited, together referred to as “Water Utility Services.” The second segment is property management and investment activity conducted by SJW Land Company, referred to as “Real Estate Services.”

SJW Corp.’s reportable segments have been determined based on information used by the chief operating decision maker. SJW Corp.’s chief operating decision maker is its Chairman, President and Chief Executive Officer (“CEO”). The CEO reviews financial information presented on a consolidated basis that is accompanied by disaggregated information about operating revenue, net income and total assets, by subsidiaries.

10

SJW CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

JUNE 30, 2013

(in thousands, except share and per share data)

The tables below set forth information relating to SJW Corp.’s reportable segments and distribution of regulated and nonregulated business activities within the reportable segments. Certain allocated assets, revenue and expenses have been included in the reportable segment amounts. Other business activity of SJW Corp. not included in the reportable segments is included in the “All Other” category.

	For Three Months Ended June 30, 2013
	Water Utility Services			Real Estate Services	All Other*		SJW Corp.
	Regulated		Non regulated	Non regulated	Non regulated		Regulated	Non regulated		Total
Operating revenue	$	71,457	1,579	1,194	—		71,457	2,773		74,230
Operating expense	54,960		1,353	748	232		54,960	2,333		57,293
Operating income (loss)	16,497		226	446	(232	)	16,497	440		16,937
Net income (loss)	7,686		108	33	(387	)	7,686	(246	)	7,440
Depreciation and amortization	8,264		92	387	—		8,264	479		8,743
Senior note, mortgage and other interest expense	4,146		—	265	545		4,146	810		4,956
Income tax expense (benefit) in net income	5,379		57	47	(292	)	5,379	(188	)	5,191
Assets	$	1,034,842	16,596	71,300	7,727		1,034,842	95,623		1,130,465

	For Three Months Ended June 30, 2012
	Water Utility Services			Real Estate Services		All Other*		SJW Corp.
	Regulated		Non regulated	Non regulated		Non regulated		Regulated	Non regulated		Total
Operating revenue	$	62,902	1,422	1,251		—		62,902	2,673		65,575
Operating expense	49,997		1,159	827		7		49,997	1,993		51,990
Operating income (loss)	12,905		263	424		(7	)	12,905	680		13,585
Net income (loss)	5,364		107	(51	)	(219	)	5,364	(163	)	5,201
Depreciation and amortization	7,768		90	468		—		7,768	558		8,326
Senior note, mortgage and other interest expense	4,115		—	391		544		4,115	935		5,050
Income tax expense (benefit) in net income	3,658		108	(35	)	(174	)	3,658	(101	)	3,557
Assets	$	954,955	13,016	79,290		7,986		954,955	100,292		1,055,247

	For Six Months Ended June 30, 2013
	Water Utility Services				Real Estate Services	All Other*		SJW Corp.
	Regulated		Non regulated		Non regulated	Non regulated		Regulated	Non regulated		Total
Operating revenue	$	119,255	2,665		2,449	—		119,255	5,114		124,369
Operating expense	96,585		3,035		1,558	481		96,585	5,074		101,659
Operating income (loss)	22,670		(370	)	891	(481	)	22,670	40		22,710
Net income (loss)	9,286		(400	)	669	(798	)	9,286	(529	)	8,757
Depreciation and amortization	16,586		180		793	—		16,586	973		17,559
Senior note, mortgage and other interest expense	8,298		—		585	1,095		8,298	1,680		9,978
Income tax expense (benefit) in net income	6,301		(87	)	507	(600	)	6,301	(180	)	6,121
Assets	$	1,034,842	16,596		71,300	7,727		1,034,842	95,623		1,130,465

11

SJW CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

JUNE 30, 2013

(in thousands, except share and per share data)

	For Six Months Ended June 30, 2012
	Water Utility Services			Real Estate Services		All Other*		SJW Corp.
	Regulated		Non regulated	Non regulated		Non regulated		Regulated	Non regulated		Total
Operating revenue	$	111,726	2,496	2,502		—		111,726	4,998		116,724
Operating expense	92,347		1,907	1,673		487		92,347	4,067		96,414
Operating income (loss)	19,379		589	829		(487	)	19,379	931		20,310
Net income (loss)	6,818		267	(86	)	(689	)	6,818	(508	)	6,310
Depreciation and amortization	15,554		181	899		—		15,554	1,080		16,634
Senior note, mortgage and other interest expense	8,252		—	785		1,088		8,252	1,873		10,125
Income tax expense (benefit) in net income	4,704		233	(59	)	(522	)	4,704	(348	)	4,356
Assets	$	954,955	13,016	79,290		7,986		954,955	100,292		1,055,247

 *    The “All Other” category includes the accounts of SJW Corp. on a stand-alone basis.

Note 6. Long-Term Liabilities

SJW Corp.’s contractual obligations and commitments include senior notes, mortgages and other obligations. San Jose Water Company, a subsidiary of SJW Corp., has received advance deposit payments from its customers on certain construction projects. Refunds of the advance deposit payments constitute an obligation of San Jose Water Company solely.

On January 11, 2013, SJW Corp., SJW Land Company, San Jose Water Company and Wells Fargo Bank, National Association amended their respective credit agreements dated March 1, 2012, to clarify defined terms in the funded debt and interest coverage ratio covenants.

Note 7. Fair Value Measurement

The following instruments are not measured at fair value on the Company’s condensed consolidated balance sheets as of June 30, 2013, but require disclosure of their fair values: cash and cash equivalents, accounts receivable and accounts payable. The estimated fair value of such instruments as of June 30, 2013 approximates their carrying value as reported on the condensed consolidated balance sheets. The fair value of such financial instruments are determined using the income approach based on the present value of estimated future cash flows. There have been no changes in our valuation technique during the three months ended June 30, 2013. The fair value of these instruments would be categorized as Level 2 in the fair value hierarchy, with the exception of cash and cash equivalents, which would be categorized as Level 1. The fair value of pension plan assets is discussed in Note 4.

The fair value of SJW Corp.’s long-term debt was approximately $404,161 and $455,042 as of June 30, 2013 and December 31, 2012, respectively, and was determined using a discounted cash flow analysis, based on the current rates for similar financial instruments of the same duration and creditworthiness of the Company. The book value of the long-term debt was $335,840 and $340,990 as of June 30, 2013 and December 31, 2012, respectively. The fair value of long-term debt would be categorized as Level 2 in the fair value hierarchy.

12

SJW CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

JUNE 30, 2013

(in thousands, except share and per share data)

The following table summarizes the fair value of the Company’s investment in California Water Service Group as of June 30, 2013 and December 31, 2012:

	Fair Value Measurements at June 30, 2013
			Quoted Prices in Active Markets for Identical Assets	Significant Observable Inputs	Significant Unobservable Inputs
	Total		(Level 1)	(Level 2)	(Level 3)
Assets:
Investment in California Water Service Group	$	7,514	7,514	—	—
	Fair Value Measurements at December 31, 2012
			Quoted Prices in Active Markets for Identical Assets	Significant Observable Inputs	Significant Unobservable Inputs
	Total		(Level 1)	(Level 2)	(Level 3)
Assets:
Investment in California Water Service Group	$	7,067	7,067	—	—

Note 8. Balancing and Memorandum Account Recovery Procedures

Balancing and memorandum accounts are recognized in revenue by San Jose Water Company when it is probable that future recovery of previously incurred costs or future refunds that are to be credited to customers will occur through the ratemaking process. In assessing the probability criteria for balancing and memorandum accounts between rate cases, the Company considers evidence that may exist prior to California Public Utilities Commission (“CPUC”) authorization that would satisfy regulated revenue recognition criteria. Such evidence may include regulatory rules and decisions, past practices, and other facts and circumstances that would indicate that recovery or refund is probable. When such evidence provides sufficient support for balance recognition, the balances are recorded in the Company’s financial statements.

As of June 30, 2013 and December 31, 2012, the total balance in San Jose Water Company’s balancing accounts, including interest, was a net under-collection of $6,215 and $6,314, respectively. In the general rate case application filed January 3, 2012, San Jose Water Company requested authorization to recover $2,600 of this balance, which represented balances accumulated through December 31, 2010, plus interest. As of June 30, 2013 and December 31, 2012, the total balance in San Jose Water Company’s memorandum-type accounts, including interest, was a net over-collection of $1,158 and $1,486, respectively. In the general rate case application filed January 3, 2012, San Jose Water Company requested authorization to refund $700, which represented a portion of the net over-collection accumulated through September 30, 2011, including interest. As of June 30, 2013, the total balance in San Jose Water Company’s balancing and memorandum accounts combined, including interest, was a net under-collection of $5,057.

The Company met the recognition requirements for certain of its balancing and memorandum accounts and certain amounts subject to balancing and memorandum accounts and recorded revenue and regulatory assets totaling $1,674 and $2,682 during the three and six months ended June 30, 2013, respectively, and $0 during the three and six months ended June 30, 2012. All balancing accounts and memorandum-type accounts not included for recovery or refund in the current general rate case will be reviewed by the CPUC in San Jose Water Company’s next general rate case or at the time an individual account reaches a threshold of 2% of authorized revenue, whichever occurs first.

13

SJW CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

JUNE 30, 2013

(in thousands, except share and per share data)

Note 9. Legal Proceedings

SJW Corp. is subject to ordinary routine litigation incidental to its business. There are no pending legal proceedings to which SJW Corp. or any of its subsidiaries is a party, or to which any of its properties is the subject, that are expected to have a material effect on SJW Corp.’s business, financial position, results of operations or cash flows.

Note 10. Sale of Stock

On March 28, 2013, the Company entered into an underwriting agreement with Robert W. Baird & Co. Incorporated, as the representative of several underwriters (the “Underwriters”), which provided for the issuance and sale in an underwritten public offering (the “Offering”) by the Company and the purchase by the Underwriters of 1,321,000 shares of common stock, par value $0.521 per share of the Company’s common stock. The shares in the Offering were sold at a public offering price of $26.50 per share, and were purchased by the Underwriters at a price of $25.44 per share. The Company also granted the Underwriters a 30-day option to purchase up to 198,150 additional shares of common stock to cover over-allotments, if any. On April 25, 2013, the Underwriters exercised the overallotment option to purchase an additional 100,000 shares of common stock.

The Offering and overallotment option closed on April 3, 2013 and April 29, 2013, respectively. The net proceeds received from the Offering and the exercise of the overallotment option were approximately $35,894, after deducting the Underwriters’ discounts and commissions and estimated offering expenses. The net proceeds were used to pay down amounts outstanding as of March 31, 2013 under the Company’s bank lines of credit, as well as to fund the construction programs of our Water Utility Services operations and for other general corporate purposes.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(Dollar amounts in thousands, except where otherwise noted and per share amounts)

The information in this Item 2 should be read in conjunction with the financial information and the notes thereto included in Item 1 of this Form 10-Q and the consolidated financial statements and notes thereto and the related “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in SJW Corp.’s Annual Report on Form 10-K for the year ended December 31, 2012.

This report contains forward-looking statements within the meaning of the federal securities laws relating to future events and future results of SJW Corp. and its subsidiaries that are based on current expectations, estimates, forecasts, and projections about SJW Corp. and its subsidiaries and the industries in which SJW Corp. and its subsidiaries operate and the beliefs and assumptions of the management of SJW Corp. Such forward-looking statements are identified by words including “expect,” “estimate,” “anticipate,” “intends,” “seeks,” “plans,” “projects,” “may,” “should,” “will,” and variation of such words, and similar expressions. These forward-looking statements are only predictions and are subject to risks, uncertainties and assumptions that are difficult to predict. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. Important factors that could cause or contribute to such differences include, but are not limited to, those discussed in this report and our most recent Form 10-K filed with the SEC under the item entitled “Risk Factors,” and in other reports SJW Corp. files with the SEC, specifically the most recent reports on Form 10-Q and Form 8-K, each as it may be amended from time to time. SJW Corp. undertakes no obligation to update or revise the information contained in this report, including the forward-looking statements, to reflect any event or circumstance that may arise after the date of this report.

General:

SJW Corp. is a holding company with four subsidiaries: San Jose Water Company, SJW Land Company, SJWTX, Inc., and Texas Water Alliance Limited.

San Jose Water Company, a wholly owned subsidiary of SJW Corp., is a public utility in the business of providing water service to approximately 228,000 connections that serve a population of approximately one million people in an area comprising approximately 138 square miles in the metropolitan San Jose, California area.

The principal business of San Jose Water Company consists of the production, purchase, storage, purification, distribution, wholesale and retail sale of water. San Jose Water Company provides water service to customers in portions of the cities of San Jose and Cupertino and in the cities of Campbell, Monte Sereno, Saratoga and the Town of Los Gatos, and adjacent unincorporated territories, all in the County of Santa Clara in the State of California. San Jose Water Company distributes water to customers in accordance with accepted water utility methods which include pumping from storage and gravity feed from high elevation reservoirs. San Jose Water Company also provides non-tariffed services under agreements with municipalities and other utilities. These non-tariffed services include water system operations, maintenance agreements and antenna leases.

San Jose Water Company has utility property including land held in fee, impounding reservoirs, diversion facilities, wells, distribution storage, and all water facilities, equipment, office buildings and other property necessary to supply its customers. Under Section 851 of the California Public Utilities Code, properties currently used and useful in providing utilities services cannot be disposed of unless CPUC approval is obtained.

San Jose Water Company also has approximately 700 acres of nonutility property which has been identified as no longer used and useful in providing utility services. The majority of the properties are located in the hillside area adjacent to San Jose Water Company’s various watershed properties.

15

SJW Land Company, a wholly owned subsidiary of SJW Corp., owned the following real properties during the year-to-date period ended June 30, 2013:

				% for Six Months Ended June 30, 2013 of SJW Land Company
Description	Location	Acreage	Square Footage	Revenue		Expense
2 Commercial buildings	San Jose, California	2	28,000	14	%	12	%
Warehouse building *	Windsor, Connecticut	17	170,000	3	%	2	%
Retail building	El Paso, Texas	2	14,000	6	%	2	%
Warehouse building	Phoenix, Arizona	11	176,000	17	%	12	%
Warehouse building	Knoxville, Tennessee	30	361,500	20	%	14	%
Commercial building	Knoxville, Tennessee	15	135,000	40	%	58	%
Undeveloped land	Knoxville, Tennessee	10	N/A	N/A		N/A
Undeveloped land	San Jose, California	5	N/A	N/A		N/A

* On February 1, 2013, SJW Land Company closed the sale of its Connecticut warehouse building. Revenue and expense amounts are through the sale closing date. Expense amount excludes the gain on sale of property.

SJW Land Company owns a 70% limited partnership interest in 444 West Santa Clara Street, L.P. One of the California properties is owned by such partnership. The limited partnership has been determined to be a variable interest entity within the scope of FASB ASC Topic 810 – “Consolidation” with SJW Land Company as the primary beneficiary, and as a result, it has been consolidated with SJW Land Company.

SJWTX, Inc., a wholly owned subsidiary of SJW Corp., doing business as Canyon Lake Water Service Company (“CLWSC”), is a public utility in the business of providing water service to approximately 11,000 connections that serve approximately 36,000 people. CLWSC’s service area comprises more than 240 square miles in western Comal County and southern Blanco County in the growing region between San Antonio and Austin, Texas. SJWTX, Inc. has a 25% interest in Acequia Water Supply Corporation (“Acequia”). The water supply corporation has been determined to be a variable interest entity within the scope of ASC Topic 810 with SJWTX, Inc. as the primary beneficiary. As a result, Acequia has been consolidated with SJWTX, Inc.

Texas Water Alliance Limited (“TWA”), a wholly owned subsidiary of SJW Corp., is undertaking activities that are necessary to develop a water supply project in Texas. In connection with the project, TWA applied for groundwater production and transportation permits to meet the future water needs in the Canyon Lake Water Service Company’s service area and to the central Texas hill country communities and utilities adjacent to this area. In January 2013, TWA’s permit was approved unanimously by the groundwater district in Gonzales County. The permit was subsequently received in March 2013.

Business Strategy for Water Utility Services:

SJW Corp. focuses its business initiatives in three strategic areas:

(1) Regional regulated water utility operations.

(2) Regional nonregulated water utility related services provided in accordance with the guidelines established by the CPUC in California and the Texas Commission on Environmental Quality (“TCEQ”) in Texas.

(3) Out-of-region water and utility related services.

As part of its pursuit of the above three strategic areas, the Company considers from time to time opportunities to acquire businesses and assets. However, SJW Corp. cannot be certain it will be successful in identifying and consummating any strategic business acquisitions relating to such opportunities. In addition, any transaction will involve numerous risks, including the possibility of incurring more costs than benefits derived from the acquisition, the assumption of certain known and unknown liabilities related to the acquired assets, the diversion of management’s attention from day-to-day operations of the business, the potential for a negative impact on SJW Corp.’s financial position and operating results, entering markets in which SJW Corp. has no or limited direct prior experience and the potential loss of key employees of any acquired company. SJW Corp. cannot be certain that any transaction will be successful and will not materially harm its operating results or financial condition.

16

Business Strategy for Real Estate Services:

SJW Corp.’s real estate investment activity is conducted through SJW Land Company. SJW Land Company owns undeveloped land and owns and operates a portfolio of commercial buildings in the states of California, Texas, Arizona and Tennessee. SJW Land Company also owns a limited partnership interest in 444 West Santa Clara Street, L.P. The partnership owns a commercial building in San Jose, California. SJW Land Company implements its investment strategy by managing acquired income producing and other properties until such time a determination is made to reinvest proceeds from sale of such properties. SJW Land Company’s real estate investments diversify SJW Corp.’s asset base.

Critical Accounting Policies:

SJW Corp. has identified the accounting policies delineated below as the policies critical to its business operations and the understanding of the results of operations. The preparation of consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and revenues and expenses during the reporting period. SJW Corp. bases its estimates on historical experience and other assumptions that are believed to be reasonable under the circumstances. SJW Corp.’s critical accounting policies are as follows:

Revenue Recognition

SJW Corp. recognizes its regulated and nonregulated revenue when services have been rendered, in accordance with FASB ASC Topic 605 – “Revenue Recognition.”

Metered revenue of Water Utility Services includes billing to customers based on meter readings plus an estimate of water used between the customers’ last meter reading and the end of the accounting period. Water Utility Services read the majority of its customers’ meters on a bi-monthly basis and records its revenue based on its meter reading results. Unbilled revenue from the last meter reading date to the end of the accounting period is estimated based on the most recent usage patterns, production records and the effective tariff rates. Actual results could differ from those estimates, which may result in an adjustment to operating revenue in the period which the revision to Water Utility Services’ estimates is determined. San Jose Water Company also recognizes balancing and memorandum accounts in its revenue when it is probable that future recovery of previously incurred costs or future refunds that are to be credited to customers will occur through the ratemaking process.

Revenues include a surcharge collected from regulated customers that is paid to the CPUC. This surcharge is recorded both in operating revenues and administrative and general expenses. For the three months ended June 30, 2013 and 2012, the surcharge was $917 and $812, respectively. For the six months endedJune 30, 2013 and 2012, the surcharge was $1,632 and $1,605, respectively.

SJW Corp. recognizes its nonregulated revenue based on the nature of the nonregulated business activities. Revenue from San Jose Water Company’s nonregulated utility operations, maintenance agreements or antenna leases are recognized when services have been rendered. Revenue from SJW Land Company properties is generally recognized ratably over the term of the leases.

Recognition of Regulatory Assets and Liabilities

Generally accepted accounting principles for water utilities include the recognition of regulatory assets and liabilities as permitted by FASB ASC Topic 980 - “Regulated Operations.” In accordance with ASC Topic 980, Water Utility Services, to the extent applicable, records deferred costs and credits on the balance sheet as regulatory assets and liabilities when it is probable that these costs and credits will be recognized in the ratemaking process in a period different from when the costs and credits are incurred. Accounting for such costs and credits is based on management’s judgment and prior historical ratemaking practices, and it occurs when management determines that it is probable that these costs and credits will be recognized in the future revenue of Water Utility Services through the ratemaking process. The regulatory assets and liabilities recorded by Water Utility Services, in particular, San Jose Water Company, primarily relate to the recognition of deferred income taxes for ratemaking versus tax accounting purposes, balancing and memorandum accounts, postretirement pension benefits, medical costs, accrued benefits for vacation and asset retirement obligations that have not been passed through in rates. The Company adjusts the related asset and liabilities for these items through its regulatory asset and liability accounts at year-end, except for certain postretirement benefit costs and balancing and memorandum accounts which are adjusted monthly. The disallowance of any asset in future ratemaking, including deferred regulatory assets, would require San Jose Water Company to immediately recognize the impact of the costs for financial reporting purposes. No disallowance was recognized during the year-to-date period ended June 30, 2013 or during the year ended December 31, 2012.

Pension Plan Accounting

San Jose Water Company offers a Pension Plan, an Executive Supplemental Retirement Plan, and certain postretirement benefits other than pensions to employees retiring with a minimum level of service. Accounting for pensions and other

17

postretirement benefits requires an extensive use of assumptions about the discount rate applied to expected benefit obligations, expected return on plan assets, the rate of future compensation increases expected to be received by the employees, mortality, turnover, and medical costs. Plan assets are marked to market at each reporting date.

Income Taxes

SJW Corp. estimates its federal and state income taxes as part of the process of preparing consolidated financial statements. The process involves estimating the actual current tax exposure together with assessing temporary differences resulting from different treatment of items for tax and accounting purposes, including the evaluation of the treatment acceptable in the water utility industry and regulatory environment. These differences result in deferred tax assets and liabilities, which are included on the balance sheet. If actual results, due to changes in the regulatory treatment, or significant changes in tax-related estimates or assumptions or changes in law, differ materially from these estimates, the provision for income taxes will be materially impacted.

Balancing and Memorandum Accounts

The purpose of a balancing account is to track the under-collection or over-collection associated with expense changes and the revenue authorized by the CPUC to offset those expense changes. Pursuant to Section 792.5 of the California Public Utilities Code, a balancing account must be maintained for expense items for which revenue offsets have been authorized.

Balancing accounts are currently being maintained for the following items: purchased water, purchased power, groundwater extraction charges, and pensions. The amount in the water supply balancing accounts vary with the seasonality of the water utility business such that, during the summer months when the demand for water is at its peak, the accounts tend to reflect an under-collection, while during the winter months when demand for water is relatively lower, the accounts tend to reflect an over-collection. The pension balancing account is intended to capture the difference between actual pension expense and the amount approved in rates by the CPUC.

The Company also maintains memorandum accounts to track revenue impacts due to catastrophic events, certain unforeseen water quality expenses related to new federal and state water quality standards, energy efficiency, cost of capital, any revenue requirement impact of the Tax Relief, Unemployment Insurance Reauthorization, and Job Creation Act of 2010, and other approved activities or as directed by the CPUC. Rate recovery for these memorandum accounts is generally allowed in the next general rate case.

Balancing and memorandum accounts are recognized in revenue by San Jose Water Company when it is probable that future recovery of previously incurred costs or future refunds that are to be credited to customers will occur through the ratemaking process. In assessing the probability criteria for balancing and memorandum accounts between rate cases, the Company considers evidence that may exist prior to CPUC authorization that would satisfy ASC Topic 980, subtopic 340-25 recognition criteria. Such evidence may include regulatory rules and decisions, past practices, and other facts and circumstances that would indicate that recovery or refund is probable. When such evidence provides sufficient support for balance recognition, the balances are recorded in the Company’s financial statements.

It is typical for the CPUC to incorporate any over-collected and/or under-collected balances in balancing or memorandum accounts into customer rates at the time rate decisions are made as part of the Company’s general rate case proceedings by assessing temporary surcredits and/or surcharges. In the case where the Company’s balancing or memorandum-type accounts that have been authorized by the CPUC reach certain thresholds or have termination dates, the Company can request the CPUC to recognize the amounts in customer rates prior to the next regular general rate case proceeding by filing an advice letter.

Recent Accounting Pronouncements:

In February 2013, the FASB issued Accounting Standards Update (“ASU”) 2013-02 that expanded disclosures for items reclassified out of accumulated other comprehensive income. The Company’s other comprehensive income only consists of changes in fair value on available-for-sale securities. Since the Company did not have any sales of available-for-sale securities in the period, there were no reclassifications of accumulated other comprehensive income. The ASU became effective for the Company’s quarter ended March 31, 2013. The guidance did not have any impact on the Company’s financial position, results of operations or cash flows for the three and six months ended June 30, 2013.

In July 2013, the FASB issued ASU 2013-11 which provides explicit guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The ASU is effective for fiscal years, and interim period within those years, beginning after December 15, 2013. Early adoption is permitted. The Company early adopted this ASU during the quarter ended March 31, 2013. The guidance did not have a material impact on the Company’s financial position, results of operations or cash flows for the three and six months ended June 30, 2013.

18

Results of Operations:

Water sales are seasonal in nature and influenced by weather conditions. The timing of precipitation and climatic conditions can cause seasonal water consumption by customers to vary significantly. Due to the seasonal nature of the water business, the operating results for interim periods are not indicative of the operating results for a 12-month period. Revenue is generally higher in the warm, dry summer months when water usage and sales are greater and lower in the winter months when cooler temperatures and increased rainfall curtail water usage and sales.

Overview

SJW Corp.’s consolidated net income for the three months ended June 30, 2013 was $7,440, an increase of $2,239 or approximately 43%, from $5,201 for the same period in 2012. The increase in net income was primarily due to an increase in usage and rates, partially offset by an increase in groundwater extraction charges. SJW Corp.’s consolidated net income for the six months ended June 30, 2013 was $8,757, an increase of $2,447 or approximately 39%, from $6,310 for the same period in 2012. The increase in net income was primarily due to an increase in usage and rates, recognition of certain balancing and memorandum accounts and a gain on the sale of our Connecticut real estate property. This increase was partially offset by increases in groundwater extraction charges, maintenance expenses and depreciation.

Operating Revenue

	Operating Revenue by Segment
	Three months ended June 30,			Six months ended June 30,
	2013		2012	2013		2012
Water Utility Services	$	73,036	64,324	$	121,920	114,222
Real Estate Services	1,194		1,251	2,449		2,502
	$	74,230	65,575	$	124,369	116,724

The change in consolidated operating revenues was due to the following factors:

	Three months ended June 30, 2013 vs. 2012					Six months ended June 30, 2013 vs. 2012
	Increase/(decrease)					Increase/(decrease)
Water Utility Services:
Consumption changes	$	5,402		8	%	$	1,962		2	%
New customers increase	362			1	%	590			1	%
Rate increases	2,218			3	%	2,531			2	%
Balancing and memorandum accounts	730			1	%	2,615			2	%
Real Estate Services	(57		)	—	%	(53		)	—	%
	$	8,655		13	%	$	7,645		7	%

Operating Expense

	Operating Expense by Segment
	Three months ended June 30,			Six months ended June 30,
	2013		2012	2013		2012
Water Utility Services	$	56,313	51,156	$	99,620	94,254
Real Estate Services	748		827	1,558		1,673
All Other	232		7	481		487
	$	57,293	51,990	$	101,659	96,414

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The change in consolidated operating expenses was due to the following factors:

	Three months ended June 30, 2013 vs. 2012					Six months ended June 30, 2013 vs. 2012
	Increase/(decrease)					Increase/(decrease)
Water production costs:
Change in surface water use	$	912		2	%	$	(1,028	)	(1	)%
Change in usage and new customers	2,292			4	%	1,451			1	%
Purchased water and groundwater extraction charge and energy price increase	1,928			4	%	2,872			3	%
Total water production costs	5,132			10	%	3,295			3	%
Administrative and general	(661		)	(1	)%	285			—	%
Maintenance	300			—	%	511			1	%
Property taxes and other non-income taxes	115			—	%	229			—	%
Depreciation and amortization	417			1	%	925			1	%
	$	5,303		10	%	$	5,245		5	%

Sources of Water Supply

San Jose Water Company’s water supply consists of surface water from watershed run-off and diversion, reclaimed water, and imported water and groundwater from wells purchased from the Santa Clara Valley Water District (“SCVWD”) under the terms of a master contract with SCVWD expiring in 2051. Changes and variations in quantities from each of these sources affect the overall mix of the water supply, thereby affecting the cost of the water supply. In addition, the water rate for purchased water and groundwater may be increased by the SCVWD at any time. If an increase occurs, then San Jose Water Company would file an advice letter with the CPUC seeking authorization to increase revenues to offset the cost increase.

CLWSC’s water supply consists of groundwater from wells and purchased raw water from the Guadalupe-Blanco River Authority (“GBRA”). CLWSC has long-term agreements with GBRA, which expire in 2040, 2044 and 2050. The agreements, which are take-or-pay contracts, provide CLWSC with 6,700 acre-feet of water per year from Canyon Lake and other sources at prices to be adjusted periodically by GBRA.

Surface water is the least expensive source of water. The following table presents the change in sources of water supply, in million gallons, for Water Utility Services:

	Three months ended June 30,		Increase/ (decrease)		% Change		Six months ended June 30,		Increase/ (decrease)		% Change
	2013	2012					2013	2012
Purchased water	8,277	8,737	(460	)	(4	)%	12,840	15,487	(2,647	)	(12	)%
Groundwater	5,109	3,264	1,845		14	%	7,623	5,061	2,562		12	%
Surface water	403	831	(428	)	(3	)%	1,637	1,180	457		2	%
Reclaimed water	229	162	67		1	%	265	214	51		—	%
	14,018	12,994	1,024		8	%	22,365	21,942	423		2	%

The changes in the source of supply mix were consistent with the changes in the water production costs.

Unaccounted-for water on a 12-month-to-date basis for June 30, 2013 and 2012 approximated 5.5% and 6.7%, respectively, as a percentage of total production. The estimate is based on the results of past experience, the trend and efforts in reducing Water Utility Services’ unaccounted-for water through main replacements and lost water reduction programs.

Water production costs

For the three and six months ended June 30, 2013 compared to the same periods in 2012, the increase in water production costs was primarily attributable to higher customer water usage and higher per unit costs for purchased water and groundwater extraction charges. Effective July 2012, SCVWD increased the unit price of purchased water by approximately 8% and the groundwater extraction charge by approximately 9%. In addition, water production costs increased due to a decrease in the availability of surface water supply and decreased due to an increase in the use of available surface water for the three and six months ended June 30, 2013 compared to the same periods in 2012, respectively.

Other Operating Expenses

Operating expenses, excluding water production costs, increased $171 for the three months ended June 30, 2013 compared to the same period in 2012. The increase was primarily attributable to a $417 increase of depreciation expense due to increases in

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utility plant and $300 increase in maintenance expenses due to an increase in main and service leaks that resulted in additional contracted work, paving and materials. In addition, property taxes and other non-income taxes increased $115 as a result of increased utility plant. These increases were offset by a decrease of $661 in administrative and general expenses as a result of lower recycled water retrofit program expenses.

Operating expenses, excluding water production costs, increased $1,950 for the six months ended June 30, 2013 compared to the same period in 2012. The increase was primarily attributable to a $925 increase of depreciation expense due to increases in utility plant, $511 increase in maintenance expenses due to an increase in main and service leaks that resulted in additional contracted work, paving and materials. In addition, administrative and general expenses increased $285 primarily due to nonrecurring settlement payments and bonus payments incurred in connection with securing permits for our Texas water supply project, offset by lower recycled water retrofit program expenses. Property taxes and other non-income taxes also increased $229 as a result of increased utility plant.

Other (Expense) Income

For the three months ended June 30, 2013 compared to the same period in 2012, the change in other (expense) income was primarily due to recognition of $214 in income from non-refundable developer deposits. For the six months ended June 30, 2013 compared to the same period in 2012, the change in other (expense) income was primarily due to a gain from the sale of our Connecticut real estate property of $1,063 and recognition of $360 in income from non-refundable developer deposits.

Provision for Income Taxes

For the three and six months ended June 30, 2013 compared to the same periods in 2012, income tax expense increased $1,634 and $1,765, respectively, as a result of higher pre-tax income. The effective consolidated income tax rates were 41% for the three and six month periods ended June 30, 2013 and 2012. The Company is currently undergoing an income tax examination by the Internal Revenue Service for its fiscal years 2008 through 2011. The fieldwork for the audit has been completed and is pending approval from the Joint Committee on Taxation. The Company does not expect any material adjustments resulting from the audit.

In January 2013, the American Taxpayer Relief Act of 2012 (the “Act”) was passed into law. The Act extends many expired corporate income tax provisions that could affect companies’ current and deferred taxes and related disclosures for financial reporting purposes. The Company has assessed the impact of the Act and the impact has been included in the Company’s financial statements for the three and six months ended June 30, 2013.

Other Comprehensive Income

The change in other comprehensive income for the three and six months ended June 30, 2013 compared to the same periods in 2012 was due to the change in market value of the Company’s investment in California Water Service Group.

Water Supply

On June 30, 2013, SCVWD’s 10 reservoirs were approximately 47% full with 79,084 acre-feet of water in storage. As reported by SCVWD, the rainfall from July 1, 2012 to June 30, 2013 was approximately 68% of the seasonal average to date. As of June 30, 2013, San Jose Water Company’s Lake Elsman contained 969 million gallons of which approximately 769 million gallons can be utilized. In addition, the rainfall at San Jose Water Company’s Lake Elsman was measured at 32.95 inches for the rainfall season that commenced on July 1, 2012 and ends on June 30, 2013, which is approximately 72% of the five-year average. Local surface water is a less costly source of water than groundwater or purchased water and its availability significantly impacts San Jose Water Company’s results of operations. San Jose Water Company believes that its various sources of water supply will be sufficient to meet customer demand through the remainder of 2013.

The U.S. Fish and Wildlife Service issued a Biological Opinion (“BiOp”) and Incidental Take Statement for the Central Valley Project (“CVP”) and the State Water Project (“SWP”) on the Delta smelt. The BiOp prescribes a range of operational criteria that are determined based on hydrology, fish distribution, abundance and other factors. Under a “most likely” scenario, the California Department of Water Resources and United States Bureau of Reclamation estimate that SWP and CVP supplies to SCVWD could be reduced by approximately 17% to 18% of the supply amount they currently receive. Under a “worst case” BiOp scenario, SWP and CVP supplies to SCVWD could be reduced by approximately 32% to 33% of the current supply amount they receive. In addition, while there is some overlap with the California Fish & Game Commission’s restrictions to protect longfin smelt, the longfin pumping restrictions, if triggered, could cause significant supply impacts beyond those estimated to comply with Delta smelt requirements.

Regulation and Rates

Almost all of the operating revenue of San Jose Water Company results from the sale of water at rates authorized by the CPUC. The CPUC sets rates that are intended to provide revenue sufficient to recover operating expenses and produce a specified return on common equity. The timing of rate decisions could have an impact on the results of operations.

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On September 30, 2010, San Jose Water Company, in compliance with Commission Decision 09-11-032, requested the CPUC’s approval of upgrades to San Jose Water Company’s 40-year old Montevina Water Treatment Plant (“MWTP”). The MWTP has aging infrastructure and many of its components are at the end of their useful lives, or they do not meet current structural and seismic requirements. On March 6, 2013, San Jose Water Company and the CPUC’s Division of Ratepayer Advocates submitted a joint settlement which, if approved, would provide CPUC approval to move forward with the MWTP upgrades. The settlement substantially provides for: (1) the recorded costs of the Montevina upgrade project will be included in rate base through annual advice letters, (2) a total project cost estimate of $62,000 that will be spent over the next five years, which is treated as an advice letter cap for ratemaking purposes, and (3) San Jose Water Company has the opportunity to request additional funding in a future general rate case or separate application if the cost of construction for the Montevina upgrade project exceeds the advice letter construction cap. On July 25, 2013, the CPUC issued Decision 13-07-028, which adopted all provisions of the joint settlement.

On January 3, 2012, San Jose Water Company filed a general rate case application requesting rate increases of $47,394, or 21.51% in 2013, $12,963, or 4.87% in 2014, and $34,797, or 12.59% in 2015. This general rate case filing also includes several “special requests”, including but not limited to: (1) recovery of under-collected balancing account balances of $2,599, (2) disbursement of over-collected memorandum account balances of $650 and (3) implementation of a full revenue decoupling Water Revenue Adjustment Mechanism (“WRAM”) and associated Modified Cost Balancing Account (“MCBA”). The WRAM de-couples San Jose Water Company’s revenue requirement from ratepayer usage. Under the WRAM, San Jose Water Company would recover the full quantity revenue amounts authorized by the CPUC by using advice letter filings for any unbilled quantity revenue amounts or refunds for over-collection, regardless of customer usage volumes. A MCBA similarly provides for recovery/refund for changes in water supply mix from amounts authorized by the CPUC. On September 26, 2012, San Jose Water Company filed a motion for interim rate relief so that if a decision was not reached by the end of 2012, San Jose Water Company would be allowed to adopt interim rates, effective January 1, 2013, until a decision is adopted. To date a decision has not been adopted and interim rates are currently in effect. Interim rates were set equal to fiscal year-end 2012 rates. Any difference between interim rates and approved rates will be tracked in a memorandum account and will be submitted for recovery or refund. On January 29, 2013, the administrative law judge issued a ruling reopening the record of the proceeding for the limited purpose of receiving and evaluating new information regarding security and safety issues. A pre-hearing conference regarding these safety and security issues was held on February 15, 2013 and a scoping memo was issued on March 4, 2013. San Jose Water Company issued a report addressing the safety and security issues raised by the administrative law judge on February 27, 2013, and the Division of Ratepayer Advocates issued testimony on these issues on April 5, 2013. A hearing on these matters was held on April 22, 2013. Legal briefs regarding the safety and security issues were filed on May 6, 2013. The scoping memo issued on March 4, 2013 included a requirement that parties to the proceeding meet using alternative dispute resolution discussions regarding previously litigated portions of the proceeding. As required, the parties engaged in alternative dispute resolution led settlement talks, however no settlement was reached. A decision on this application is expected in the second half of 2013.

On January 23, 2013, San Jose Water Company filed Advice Letter No. 447 seeking authorization to re-implement a $0.0944 per ccf surcharge to amortize the uncollected balance of $878 in the Mandatory Conservation Revenue Adjustment Memorandum account. This request was approved and the surcharge was re-implemented effective March 1, 2013. The surcharge was removed from customer bills in early June 2013 at which point the uncollected balance had been fully recovered.

On May 23, 2013, San Jose Water Company filed Advice Letter No. 450 seeking authorization to increase revenues by $8,100, or approximately 3.21%, to offset increases to SCVWD groundwater production charges and treated water charges. The CPUC authorized this increase and the increase became effective on July 1, 2013.

On June 6, 2013, San Jose Water Company filed Application No. 13-06-008 with the CPUC seeking authorization to increase the Water Rate Assistance Program (“WRAP”) funding surcharge and to institute an annual surcharge adjustment mechanism. The Company’s WRAP provides a 15% discount on the total bill for low-income customers that are eligible for the program. The WRAP is funded by a flat monthly surcharge which is included on the bill of all non-WRAP customers. In recent years, participation in the program has increased significantly while the funding surcharge has remained constant, which has led to the WRAP being underfunded. San Jose Water Company therefore is seeking the CPUC’s authority to increase the funding surcharge from $0.20 to $1.15 per non-WRAP customer per month. Additionally, San Jose Water Company seeks to implement an annual surcharge adjustment mechanism so that the funding surcharge can be more easily, and regularly, modified. The proposed surcharge modification will not provide an increase in earnings for San Jose Water Company. A decision on this application is expected by the end of 2013.

On August 27, 2010, CLWSC filed a rate case with the TCEQ. The filing contained a request for an immediate increase in revenue of 38% and a total increase of 71%. The new rates (38%) became effective on October 27, 2010. CLWSC also requested a rate base determination from the TCEQ. A rate base determination entails verification of plant to be included in rate base by TCEQ staff. Evidentiary hearings on these matters were conducted in March 2012 and in August 2012, and a TCEQ decision is expected sometime in the third quarter of 2013. Until final approval by the TCEQ, the 38% rate increase in October

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2010 is subject to adjustment or refund. Management does not anticipate that the final TCEQ decision will materially affect the Company’s financial position, results of operations or cash flows.

Liquidity:

Cash Flow from Operating Activities

During the six months ended June 30, 2013, SJW Corp. generated cash flows from operations of approximately $27,000, compared to $31,600 for the same period in 2012. Cash flow from operations is primarily generated by net income from revenue producing activities, adjusted for non-cash expenses for depreciation and amortization, deferred income taxes, gains on the sale of assets, and changes in working capital items. Cash flow from operations decreased by approximately $4,600. This decrease was caused by a combination of the following factors: (1) collections of previously billed and accrued receivables, including the regulatory asset recorded in other current asset, decreased by $4,800, (2) net collection of taxes receivable was $3,700 less than the prior period, (3) recognition of the balancing and memorandum accounts drove a decrease of $1,800, (4)general working capital and postretirement benefit changes caused a $1,300 decrease, (5) payments of amounts previously invoiced and accruals related to groundwater extraction charges and purchased water increased by $3,600, and (6) net income adjusted for non-cash items and gains from asset activity increased $3,400.

As of June 30, 2013, Water Utility Services’ write-offs for uncollectible accounts represent less than 1% of its total revenue, unchanged from June 30, 2012. Management believes it will continue to collect its accounts receivable balances at its historical collection rate.

Cash Flow from Investing Activities

During the six months ended June 30, 2013, SJW Corp. used approximately $35,700 of cash for company funded capital expenditures, $4,600 for developer funded capital expenditures, $3,500 for real estate investments related to the leasehold improvement additions for the property located in Knoxville, Tennessee, and $1,600 for acquisitions. Proceeds from the sale of SJW Land Company’s real estate investment in Connecticut provided cash proceeds of $8,800.

Water Utility Services’ budgeted capital expenditures for 2013, exclusive of capital expenditures financed by customer contributions and advances, are $92,500. Included in this amount is $6,000 related to reinvestment in utility plant associated with the American Taxpayer Relief Act of 2012, which extended bonus depreciation for property placed in service before January 1, 2014. As of June 30, 2013, approximately $35,700 or 39% of the $92,500 has been spent.

Water Utility Services’ capital expenditures are incurred in connection with normal upgrading and expansion of existing facilities and to comply with environmental regulations. Over the next five years, Water Utility Services expects to incur approximately $553,455 in capital expenditures, which includes replacement of pipes and mains, and maintaining water systems. This amount is subject to CPUC and TCEQ approval. In addition, San Jose Water Company requested the CPUC’s approval of upgrades to San Jose Water Company’s 40-year old Montevina Water Treatment Plant. On March 6, 2013, San Jose Water Company and the CPUC’s Division of Ratepayer Advocates submitted to the CPUC a joint settlement which, if approved, would allow the Company to move forward with upgrades to the Plant totaling $62,000 that will be spent over the next five years. On July 25, 2013, the CPUC issued Decision 13-07-028, which adopted all provisions of the joint settlement. Capital expenditures have the effect of increasing utility plant on which Water Utility Services earns a return. Water Utility Services actual capital expenditures may vary from their projections due to changes in the expected demand for services, weather patterns, actions by governmental agencies, and general economic conditions. Total additions to utility plant normally exceed Company-financed additions as a result of new facilities construction funded with advances from developers and contributions in aid of construction.

A substantial portion of San Jose Water Company’s distribution system was constructed during the period from 1945 to 1980. Expenditure levels for renewal and modernization of this part of the system will grow at an increasing rate as these components reach the end of their useful lives. In most cases, replacement cost will significantly exceed the original installation cost of the retired assets due to increases in the costs of goods and services and increased regulation.

Cash Flow from Financing Activities

Net cash provided by financing activities for the six months ended June 30, 2013 increased by approximately $16,700 from the same period in the prior year, primarily as a result of issuance of common stock offset by repayments on the line of credit and long-term borrowings.

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Sources of Capital:

San Jose Water Company’s ability to finance future construction programs and sustain dividend payments depends on its ability to maintain or increase internally generated funds and attract external financing. The level of future earnings and the related cash flow from operations is dependent, in large part, upon the timing and outcome of regulatory proceedings.

San Jose Water Company’s financing activity is designed to achieve a capital structure consistent with regulatory guidelines of approximately 49% debt and 51% equity. As of June 30, 2013, San Jose Water Company’s funded debt and equity were approximately 46% and 54%, respectively.

Funding for San Jose Water Company’s future capital expenditure program is expected to be provided primarily through internally-generated funds, the issuance of new long-term debt, the issuance of equity or the sale of all or part of our investment in California Water Service Group, all of which will be consistent with the regulator’s guidelines.

On March 28, 2013, the Company entered into an underwriting agreement with Robert W. Baird & Co. Incorporated, as the representative of several underwriters (the “Underwriters”), which provided for the issuance and sale in an underwritten public offering (the “Offering”) by the Company and the purchase by the Underwriters of 1,321,000 shares of common stock, par value $0.521 per share of the Company’s common stock. The shares in the Offering were sold at a public offering price of $26.50 per share, and were purchased by the Underwriters at a price of $25.44 per share. The Company also granted the Underwriters a 30-day option to purchase up to 198,150 additional shares of common stock to cover over-allotments, if any. On April 25, 2013, the Underwriters exercised the overallotment option to purchase an additional 100,000 shares of common stock.

The Offering and overallotment option closed on April 3, 2013 and April 29, 2013, respectively. The net proceeds received from the Offering and the exercise of the overallotment option was approximately $35,894, after deducting the Underwriters’ discounts and commissions and estimated offering expenses. The net proceeds were used to pay down amounts outstanding as of March 31, 2013 under the Company’s bank lines of credit, as well as to fund the construction programs of our Water Utility Services operations and for other general corporate purposes.

The Offering was made pursuant to the Company’s effective registration statement on Form S-3 (Registration No. 333-184984) and the prospectus dated December 21, 2012 included in such registration statement, as supplemented by a preliminary prospectus supplement dated March 27, 2013 and a final prospectus supplement dated March 28, 2013.

SJW Corp.’s unsecured senior note agreement has terms and conditions that restrict SJW Corp. from issuing additional funded debt if: (1) the funded consolidated debt would exceed 66-2/3% of total capitalization, and (2) the minimum net worth of SJW Corp. becomes less than $175,000 plus 30% of Water Utility Services cumulative net income, since June 30, 2011. As of June 30, 2013, SJW Corp. was not restricted from issuing future indebtedness as a result of these terms and conditions.

San Jose Water Company’s unsecured senior note agreements generally have terms and conditions that restrict San Jose Water Company from issuing additional funded debt if: (1) the funded debt would exceed 66-2/3% of total capitalization, and (2) net income available for interest charges for the trailing 12-calendar-month period would be less than 175% of interest charges. As of June 30, 2013, San Jose Water Company’s funded debt was 46% of total capitalization and the net income available for interest charges was 376% of interest charges. As of June 30, 2013, San Jose Water Company was not restricted from issuing future indebtedness as a result of these terms and conditions.

San Jose Water Company’s loan agreement with the California Pollution Control Financing Authority contains affirmative and negative covenants customary for a loan agreement relating to revenue bonds, including, among other things, complying with certain disclosure obligations and covenants relating to the tax exempt status of the interest on the bonds and limitations and prohibitions relating to the transfer of the projects funded by the loan proceeds and the assignment of the loan agreement. As of June 30, 2013, San Jose Water Company was in compliance with all such covenants.

SJWTX, Inc.’s unsecured senior note agreement has terms and conditions that restrict SJWTX, Inc. from issuing additional funded debt if: (1) the funded debt would exceed 66-2/3% of total capitalization, and (2) net income available for interest charges for the trailing 12-calendar-month period would be less than 175% of interest charges. In addition, SJW Corp. is a guarantor of SJWTX, Inc.’s senior note which has terms and conditions that restrict SJW Corp. from issuing additional funded debt if: (1) the funded consolidated debt would exceed 66-2/3% of total capitalization, and (2) the minimum net worth of SJW Corp. becomes less than $125,000 plus 30% of Water Utility Services cumulative net income, since December 31, 2005. As of June 30, 2013, SJWTX, Inc. and SJW Corp. were not restricted from issuing future indebtedness as a result of these terms and conditions.

As of June 30, 2013, SJW Corp. and its subsidiaries had unsecured bank lines of credit, allowing aggregate short-term borrowings of up to $90,000, of which $15,000 was available to SJW Corp. and SJW Land Company under a single line of credit and $75,000 was available to San Jose Water Company under another line of credit. $3,000 under the San Jose Water Company line of credit is set aside in the form of letters of credit for its Safe Drinking Water State Revolving Fund loans. At June 30, 2013, SJW Corp. and its subsidiaries had available unused short-term bank lines of credit of $87,000. These lines of

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credit bear interest at variable rates. They will expire on September 1, 2014. The cost of borrowing on SJW Corp.’s short-term credit facilities averaged 1.2% as of June 30, 2013. SJW Corp., on a consolidated basis, has the following affirmative covenants on its unsecured bank line of credit: (1) the funded debt cannot exceed 66-2/3% of total capitalization, and (2) net income available for interest charges for the trailing 12-calendar-month period cannot be less than 175% of interest charges. As of June 30, 2013, SJW Corp.’s funded debt was 52% of total capitalization and the net income available for interest charges was 310% of interest charges. As of June 30, 2013, SJW Corp. was in compliance with all covenants. San Jose Water Company’s unsecured bank line of credit has the following affirmative covenants: (1) the funded debt cannot exceed 66-2/3% of total capitalization, and (2) net income available for interest charges for the trailing 12-calendar-month period cannot be less than 175% of interest charges. As of June 30, 2013, San Jose Water Company was in compliance with all covenants.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

SJW Corp. is subject to market risks in the normal course of business, including changes in interest rates, pension plan asset values, and equity prices. The exposure to changes in interest rates can result from the issuance of debt and short-term funds obtained through the Company’s variable rate lines of credit. San Jose Water Company sponsors a noncontributory pension plan for its employees. Pension costs and the funded status of the plan are affected by a number of factors including the discount rate and investment returns on plan assets. SJW Corp. also owned 385,120 shares of common stock of California Water Service Group as of June 30, 2013, which is listed on the New York Stock Exchange, and is therefore exposed to the risk of fluctuations and changes in equity prices.

SJW Corp. has no derivative financial instruments, financial instruments with significant off-balance sheet risks, or financial instruments with concentrations of credit risk.

ITEM 4. CONTROLS AND PROCEDURES

SJW Corp.’s management, with the participation of its Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of SJW Corp.’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, the “Exchange Act”), as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that SJW Corp.’s disclosure controls and procedures as of the end of the period covered by this report have been designed and are functioning effectively to provide reasonable assurance that the information required to be disclosed by SJW Corp. in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. SJW Corp. believes that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control 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.

There has been no change in internal control over financial reporting during the second fiscal quarter of 2013 that has materially affected, or is reasonably likely to materially affect, the internal controls over financial reporting of SJW Corp.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

SJW Corp. is subject to ordinary routine litigation incidental to its business. There are no pending legal proceedings to which SJW Corp. or any of its subsidiaries is a party, or to which any of its properties is the subject, that are expected to have a material effect on SJW Corp.’s business, financial position, results of operations or cash flows.

ITEM 5. OTHER INFORMATION

On July 31, 2013, the Board of Directors of SJW Corp. declared the regular quarterly dividend of $0.1825 per share of common stock. The dividend will be paid on September 3, 2013 to shareholders of record as of the close of business on August 12, 2013.

ITEM 6. EXHIBITS

See Exhibit Index located immediately following the Signatures of this document, which is incorporated herein by reference as required to be filed by Item 601 of Regulation S-K for the quarter ended June 30, 2013.

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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.

			SJW CORP.
DATE:	August 7, 2013	By:	/s/ JAMES P. LYNCH
			James P. Lynch
			Chief Financial Officer and Treasurer (Principal financial officer)

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EXHIBIT INDEX
Exhibit Number	Description
10.1	SJW Corp. Executive Officer Short-Term Incentive Plan, as amended and restated on January 30, 2013 effective as of April 24, 2013. (1)(2)
10.2	SJW Corp. Long-Term Incentive Plan, as amended and restated on January 30, 2013 effective as of April 24, 2013. (1)(2)
10.3	Form of Restricted Stock Unit Award Agreement for non-employee Board Members. (1)(2)
31.1	Certification Pursuant to Rule 13a-14(a)/15d-14(a) by Chairman, President and Chief Executive Officer. (1)
31.2	Certification Pursuant to Rule 13a-14(a)/15d-14(a) by Chief Financial Officer and Treasurer. (1)
32.1	Certification Pursuant to 18 U.S.C. Section 1350 by Chairman, President and Chief Executive Officer, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (1)
32.2	Certification Pursuant to 18 U.S.C. Section 1350 by Chief Financial Officer and Treasurer, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (1)

(1) Filed currently herewith.

(2) Management contract or compensatory plan or agreement.

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EX-10.1

EXHIBIT 10.1

SJW CORP.

EXECUTIVE OFFICER SHORT-TERM INCENTIVE PLAN

AS AMENDED AND RESTATED JANUARY 30, 2013

I.PURPOSE OF THE PLAN

This Amended and Restated SJW Corp. Executive Officer Short-Term Incentive Plan (the “Plan”) is intended to promote the interests of SJW Corp. (the “Company”) and its shareholders by maintaining a compensation program to provide the Company’s executive officers with the opportunity to earn incentive awards that are tied to the achievement of specific performance objectives and that should accordingly qualify as performance-based compensation for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended from time to time (the “Code”).

The Plan was initially adopted by the Company’s Board of Directors (the “Board”) on January 30, 2008 and approved by the Company’s shareholders at the 2008 Annual Shareholders Meeting. This Amended and Restated Plan was adopted by the Board on January 30, 2013, subject to the approval of the Company’s shareholders at the 2013 Annual Meeting, and shall become effective upon such shareholder approval.

Subject to shareholder approval at the 2013 Annual Meeting, the Amended and Restated Plan will effect the following changes:

(i)    expand and re-confirm the list of financial and non-financial goals that may serve as the performance criteria for the entitlement to bonus payments under the Plan and the list of permissible adjustments that may be made to those goals in assessing performance goal attainment so that those payments may qualify as performance-based compensation not subject to the one million dollar ($1,000,000) limitation on income tax deductibility per executive officer imposed under Section 162(m) of the Code;

(ii)    expand the class of individuals eligible for participation in the Plan;

(iii)    extend the maximum length of any performance period implemented under the Plan from thirty-six (36) months to sixty (60) months;

(iv)    increase the maximum dollar amount payable per participant for performance periods in excess of thirty-six (36) months; and

(v)    effect certain clarifications to assure the continued compliance of the Plan with the requirements of Code Section 409A or any applicable exemption thereunder.

II.PLAN    STRUCTURE

A.    Bonuses shall be earned under the Plan on the basis of the Company’s performance measured in terms of one or more pre-established performance objectives to be attained over a designated performance period (the “Performance Period”). Each applicable Performance Period under the Plan shall be established by the Plan Administrator and may range in duration from a minimum period of twelve (12) months to a maximum period of sixty (60) months. The initial Performance Period under this Amended and Restated Plan shall be the twelve (12)-month period coincident with the Company’s 2014 fiscal year beginning January 1, 2014 and ending December 31, 2014.

B.    No bonus shall be earned with respect to a particular performance objective unless that performance objective is attained at the minimum threshold level. The Participant may earn a bonus at a dollar amount in excess of the target bonus set for the Participant for a particular Performance Period if the applicable performance objectives for that Performance Period are attained at an above-target level.

C.    The Plan Administrator shall have the discretionary authority to reduce the actual bonus amount payable to any Participant below the amount that would otherwise be payable to that individual based solely on the attained level of the performance objectives for the applicable Performance Period. In no event, however, may the Plan Administrator increase the bonus amount payable to a Participant beyond the maximum bonus amount set for the attained level of performance.

III.PLAN ADMINISTRATION

A.    The Plan shall be administered by a committee of two or more non-employee members of the Board, each of whom shall qualify as an “outside director” under Code Section 162(m) and Section 1.162-27(e) of the Treasury Regulations thereunder. Such committee in its capacity as administrator of the Plan (the “Plan Administrator”) shall have full power and authority (subject to the express provisions of the Plan) to:

(i)    establish the duration of each Performance Period;

(ii)    select the eligible individuals who are to participate in the Plan for such Performance Period;

(iii)    determine the specific performance objectives for each Performance Period at one or more designated levels of attainment and set the bonus potential for each participant at each corresponding level of attainment;

(iv)    certify the attained level of the applicable performance objectives for the Performance Period and determine, on the basis of that certification, the actual bonus for each participant in an amount not to exceed his or her maximum bonus potential for the certified level of attainment; and

(v)    exercise discretionary authority, when appropriate, to reduce the actual bonus payable to any participant below his or her bonus potential for the level at which the applicable performance objectives for the Performance Period are attained.

B.    The Plan Administrator shall also have full power and authority to interpret and construe the provisions of the Plan and adopt rules and regulations for the administration of the Plan.

C.    Decisions of the Plan Administrator shall be final and binding upon all parties who may have an interest in the Plan or any bonus amount payable under the Plan.

IV.ELIGIBILITY AND PARTICIPATION

A.    The individuals eligible to participate in the Plan shall be limited to: (i) the executive officers of the Company subject to the short-swing trading provisions of Section 16 of the Securities Exchange Act of 1934, as amended, and (ii) other key employees of the Company or its subsidiaries. The Plan Administrator shall have complete discretion in selecting the eligible individuals who are to participate in the Plan for one or more Performance Periods.

B.    An individual selected for participation in the Plan for a Performance Period shall cease to be a participant and shall not be entitled to any bonus payment for that Performance Period if such individual ceases Employee status for any reason prior to the date that Performance Period ends (the “Completion Date”); provided,however, that the following participants shall receive a portion of the actual bonus to which they would otherwise have been entitled pursuant to Articles V and VI, on the basis of the level at which the applicable performance

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objectives are in fact attained for that Performance Period, had they continued in Employee status through the Completion Date:

(i)    any participant who ceases Employee status prior to the Completion Date by reason of death or Disability;

(ii)    any participant whose Employee status terminates under circumstances entitling that individual to a full or pro-rata bonus pursuant to the express terms of any agreement or arrangement to which that individual and the Company are parties; and

(iii)    any participant whose Employee status terminates under special circumstances that warrant, in the Plan Administrator’s sole discretion, a pro-rated bonus award for that Performance Period.

C.    In no event shall the bonus paid to any participant pursuant to Paragraph IV.B exceed the dollar amount determined by dividing: (i) the actual bonus to which that participant would have become entitled pursuant to Articles V and VI, on the basis of the level at which the applicable performance objectives for the Performance Period are in fact attained, had he or she continued in Employee status through the Completion Date by (ii) a fraction the numerator of which is the number of days such individual remained in active Employee status during that Performance Period and the denominator of which is the total number of days in such Performance Period; provided, however, that a participant covered under subparagraph (ii) of Paragraph IV.B may become entitled, pursuant to the terms of his or her agreement or arrangement with the Company, to the full amount of the bonus earned for the Performance Period on the basis of the level at which the applicable performance objectives are in fact attained.

D.    For purposes of this Article IV, the following definitions shall be in effect:

(i)    A participant shall be deemed to continue in “Employee” status for so long as that individual remains in the employ of the Company or any parent or subsidiary of the Company.

(ii)    A participant shall be deemed to have ceased Employee status by reason of a “Disability” if such cessation of Employee status occurs by reason of any medically determinable physical or mental impairment expected to result in death or to be of continuous duration of twelve (12) months or more.

(iii)    Each corporation (other than the Company) in an unbroken chain of corporations ending with the Company shall be considered to be a “parent” of the Company, provided that each such corporation (other than the Company) owns, at the time of the determination, stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

(iv)    Each corporation (other than the Company) in an unbroken chain of corporations beginning with the Company shall be considered to be a “subsidiary” of the Company, provided that each such corporation (other than the last corporation in the unbroken chain) owns, at the time of determination, stock possessing more than fifty percent (50%) of the total combined voting power of all classes of stock in one of the other corporations in such chain.

E.    A participant who is absent from active Employee status for a portion of a Performance Period by reason of an authorized leave of absence shall not be deemed to have ceased Employee status during the period of that leave. However, any bonus to which such participant may otherwise become entitled under the Plan for that Performance Period based on the level at which the applicable performance objectives for such Performance Period are in fact attained shall be pro-rated based on the portion of that Performance Period during which that individual is in active working status and not on such leave of absence, unless the Plan Administrator otherwise deems it appropriate under the circumstances to provide that individual with the full bonus that he or she would have earned

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for that Performance Period, on the basis of the level at which the applicable performance objectives are in fact attained, had there been no leave of absence.

V.DETERMINATION OF PERFORMANCE GOALS AND POTENTIAL BONUS AMOUNTS

A.    Participants shall be eligible to earn a cash bonus under the Plan for each Performance Period for which one or more performance objectives established by the Plan Administrator for that Performance Period are attained. The Plan Administrator shall, within the first ninety (90) days of each Performance Period or at any time prior thereto, establish the specific performance objectives for that Performance Period. In no event may a performance objective be established at a time when there exists no substantial uncertainty as to its attainment.

B.    For each Performance Period, the performance objectives may be based on one or more of the following criteria: (i) pre-tax or after-tax earnings, profit or net income, (ii) revenue or revenue growth, (iii) earnings per share, (iv) return on assets, capital, shareholder equity or rate base, (v) total shareholder return, (vi) gross or net profit margin, (vii) cash flow, operating cash flow or free cash flow, (viii) approved rate increases, (ix) earnings or operating income before interest, taxes, depreciation, amortization and/or charges for stock-based compensation, (x) increases in customer base, (xi) operating income, net operating income or net operating income after recorded tax expense, (xii) operating profit, net operating profit or net operating profit after recorded tax expense, (xiii) operating margin, (xiv) cost reductions or other expense control objectives, (xv) market price of the Common Stock, whether measured in absolute terms or in relationship to earnings or operating income, (xvi) compliance with applicable environmental requirements or applicable regulatory requirements, (xvii) budget objectives, (xviii) working capital, (xix) mergers, acquisitions or divestitures, (xx) attainment of water industry objectives measured in terms of water quality, service, reliability and efficiency, (xxi) measures of customer satisfaction, (xxii) property purchases or sales, (xxiii) construction goals, (xxiv) plant utilization or capacity, (xxv) litigation or regulatory resolution goals, (xxvi) rate base objectives, (xxvii) credit rating, (xxviii) application approvals, (xxix) economic value added, (xxx) productivity goals, (xxxi) capital budget or capital expenditures and (xxxii) objectives tied to capital growth. Each performance criteria may be based upon the attainment of specified levels of the Company’s performance under one or more of the measures described above either in terms of the Corporation’s performance or in relation to the performance of other entities and may also be based on the performance of any of the Company’s business units or divisions or any Parent or Subsidiary. In addition, one or more of such performance criteria may be measured in terms of percentage achievement of the budgeted amounts established for those criteria. Each applicable Performance Goal may include a minimum threshold level of performance below which no Award will be earned, levels of performance at which specified portions of an Award will be earned and a maximum level of performance at which an Award will be fully earned. Each applicable performance goal may be structured at the time of the Award to provide for appropriate adjustments or exclusions for one or more of the following items: (a) asset impairments or write-downs; (b) litigation and governmental investigation expenses, and amounts paid with respect to judgments, verdicts and settlements in connection therewith; (c) the effect of changes in tax law, accounting principles, California Public Utility Commission rules and regulations or any other such laws, regulations or provisions affecting reported results; (d) accruals for reorganization and restructuring programs; (e) costs and expenses incurred in connection with mergers and acquisitions; (f) any extraordinary or nonrecurring items; (g) bonus or incentive compensation costs and expenses associated with cash-based awards made under the Plan, the Company’s Long-term Incentive Plan, or other cash-paid bonus or incentive compensation plans or arrangements of the Company or any Parent or Subsidiary, (h) items of income, gain, loss or expense attributable to the operations of any business acquired by the Company or any Parent or Subsidiary or of any joint venture in which the Company or any Parent or Subsidiary participates; (i) items of income, gain, loss or expense attributable to one or more business operations divested by the Company or any Parent or Subsidiary or the gain or loss realized upon the sale of any such business or the assets thereof; and (j) the effects of any corporate transaction, such as a merger, consolidation, separation or reorganization.

C.    For each performance objective, the Plan Administrator may establish up to three (3) designated levels of attainment: threshold, target and above-target levels of attainment. At the time the performance objectives for a particular Performance Period are established, the Plan Administrator shall also set the bonus potential for each participant at each of the designated performance levels. Alternatively, the Plan Administrator may establish a linear formula for determining the bonus potential at various points of performance goal attainment. Under no

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circumstance, however, shall the aggregate bonus potential for any participant for any Performance Period exceed the applicable Maximum Bonus Amount set forth in Paragraph VI.B.

D.    The actual bonuses to be paid for each Performance Period shall be determined by the Plan Administrator on the basis of the level at which each of the performance objectives applicable to that Performance Period is in fact attained. Accordingly, each performance objective shall be measured separately in terms of actual level of attainment and shall be weighted, equally or in such other proportion as the Plan Administrator shall determine at the time such performance objectives are established, in determining the actual bonus payable to each participant for the Performance Period. For example, if four (4) performance objectives are established for the Performance Period and weighted equally, then each of those objectives attained at target level will contribute an amount equal to twenty-five percent (25%) of the total bonus payable to the participant at target level performance, and each objective attained at above-target level will contribute an amount equal to twenty-five percent (25%) of the total bonus payable to the participant at above-target level performance. However, no bonus amount shall be payable with respect any performance objective, unless the specified threshold level for that objective is attained.

E.    The Plan Administrator shall certify in writing the actual level of attainment of each performance objective for the Performance Period before any bonuses are paid for that Performance Period.

F.    The Plan Administrator shall not waive any performance objective applicable to a participant’s bonus potential for a particular Performance Period, except under such circumstances as the Plan Administrator deems appropriate in the event a Change in Control should occur prior to the Completion Date of that Performance Period. For purposes of the Plan, a Change in Control shall have the same definition as set forth in the Company’s Amended and Restated Long-Term Incentive Plan.

VI.INDIVIDUAL BONUS AWARDS

A.    The actual bonus to be paid to each participant for a particular Performance Period will be determined on the basis of the bonus potential established for that individual at the various levels of attainment designated for each of the performance objectives applicable to that Performance Period. Should the actual level of attainment of any such performance objective be between two of the designated levels, then the participant’s bonus potential will be interpolated on a straight-line basis. In no event shall any participant be awarded a total bonus in excess of the amount determined on the basis of the bonus potential (as so interpolated) established for the particular level at which each of the applicable performance objectives for the Performance Period is in fact attained. However, the Plan Administrator shall have the discretion to reduce or eliminate the bonus that would otherwise be payable with respect to one or more performance objectives based on their certified level of attainment.

B.    The maximum bonus payment under the Plan (the “Maximum Bonus Amount”) that any one participant may receive shall be limited to One Million Dollars ($1,000,000) for each full or partial calendar year included within the applicable Performance Period, up to a maximum award of Five Million Dollars ($5,000,000) for any Performance Period with a maximum duration of sixty (60) months.

C.    Except as otherwise provided in Paragraphs IV.B and C above, no participant shall accrue any right to receive a bonus award under the Plan unless that participant remains in Employee status through the Completion Date of the Performance Period. Accordingly, no bonus payment shall be made to any participant who ceases Employee status prior to the Completion Date, provided, however,that the provisions of Paragraphs IV.B and C shall govern the bonus entitlement of participants whose Employee status terminates under the various circumstances set forth in those provisions.

D.    The actual bonus which a participant earns for a particular Performance Period shall be paid pursuant to the following procedures:

(i)    Within sixty (60) days following the completion of the Performance Period, the Plan Administrator shall meet to certify the actual levels at which the performance objectives for such period have been

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attained and determine, on the basis of such certified levels of attainment, the actual bonus amount to be paid to each participant for that Performance Period.

(ii)    Within fifteen (15) business days following the completion of such certification and determination process, the actual bonus amount determined for each participant shall be paid, subject to the Company’s collection of all applicable federal, state and local income and employment withholding taxes.

(iii)    The bonuses earned for each Performance Period shall be paid no later than the first business day of March of the calendar year (the “Post-Performance Year”) immediately following the calendar year in which the Completion Date for that Performance Period occurs. In no event will the bonuses be paid earlier than the first day of the Post-Performance Year, unless an earlier payment date for those bonuses would not otherwise result in adverse tax consequences under Section 409A of the Code. A participant may, however, defer the receipt of his or her bonus payment until separation from service or other designated date through a timely election made under the Company’s Special Deferral Election Plan.

E.    All bonus payments shall be made in cash.

VII.GENERAL PROVISIONS

A.    This Amended and Restated Plan shall be subject to approval by the Company’s shareholders at the 2013 Annual Meeting and shall become effective on the date such shareholder approval is obtained, with the initial Performance Period to commence under the Amended and Restated Plan on January 1, 2014 and end on December 31, 2014. Should such shareholder approval not be obtained, then the Amended and Restated Plan shall not be implemented, and no bonus awards shall be made under the Plan for fiscal years beginning on or after January 1, 2014.

B.    The Plan and all rights hereunder shall be construed, administered and governed in all respects in accordance with the laws of the State of California without resort to its conflict-of-laws provisions. If any provision of the Plan shall be held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions of the Plan shall continue in full force and effect.

C.    The Plan is intended to comply with the applicable requirements of Code Section 409A and the Treasury Regulations thereunder. However, payments to participants for one or more Performance Periods may be structured so as to comply with the "short term deferral exception" to Code Section 409A. Accordingly, for those particular Performance Periods, the provisions of the Plan shall be applied, construed and administered so that payments made for those Performance Periods qualify for such exception, to the maximum extent allowable. However, to the extent the bonus program in effect for any Performance Period is deemed to constitute a deferred compensation arrangement subject to the requirements of Code Section 409A, the provisions of the Plan applicable to that Performance Period shall be applied, construed and administered so that the bonus payments for that Performance Period are made in compliance with the applicable requirements and limitations of Code Section 409A. In addition, should there arise any ambiguity as to whether any other provisions of the Plan would contravene one or more applicable requirements or limitations of Code Section 409A and the Treasury Regulations thereunder, such provisions shall be interpreted, administered and applied in a manner that complies with the applicable requirements of Code Section 409A and the Treasury Regulations thereunder.

D.    The Plan Administrator may at any time amend, suspend or terminate the Plan, provided such action does not adversely affect the rights and interests of participants accrued to date under the Plan or otherwise impair their ability to earn a bonus award based upon the performance objectives established by the Plan Administrator for the then-current Performance Period.

E.    Any amendment or modification of the Plan shall be subject to shareholder approval to the extent required under Code Section 162(m) or other applicable law or regulation.

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F.    Neither the action of the Company in establishing or maintaining the Plan, nor any action taken under the Plan by the Plan Administrator, nor any provision of the Plan itself shall be construed so as to grant any person the right to remain in Employee status for any period of specific duration, and each participant shall at all times remain an Employee at-will and may accordingly be discharged at any time, with or without cause and with or without advance notice of such discharge.

G.    The terms and conditions of the Plan, together with the obligations and liabilities of the Company that accrue hereunder, shall be binding upon any successor to the Company, whether by way of merger, consolidation, reorganization or other change in ownership or control of the Company.

H.    No participant shall have the right to transfer, alienate, pledge or encumber his or her interest in the Plan, and such interest shall not (to the maximum permitted by law) be subject to the claims of the participant’s creditors or to attachment, execution or other process of law. However, should a participant die before payment is made of the actual bonus to which he or she has become entitled under the Plan, then that bonus shall be paid to the executor or other legal representative of his or her estate.

I.    No amounts accrued or earned under the Plan shall actually be funded, set aside or otherwise segregated prior to actual payment. The obligation to pay the bonuses that actually become due and payable under the Plan shall at all times be an unfunded and unsecured obligation of the Company. Participants shall have the status of general creditors and shall look solely and exclusively to the general assets of the Company for payment.

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EX-10.2

EXHIBIT 10.2

SJW CORP.

LONG-TERM INCENTIVE PLAN

AS AMENDED AND RESTATED JANUARY 30, 2013

ARTICLE ONE

GENERAL PROVISIONS

I. PURPOSE OF THE PLAN

This Amended and Restated Long-Term Incentive Plan (the “Plan”) is intended to promote the interests of SJW Corp., a California corporation, by providing eligible persons in the Corporation’s service with the opportunity to participate in one or more cash or equity incentive compensation programs designed to encourage them to continue their service relationship with the Corporation.

The Plan was initially adopted by the Board on March 6, 2002 and approved by the Corporation’s shareholders on April 18, 2002. The Plan was amended and restated by the Board on January 30, 2008 and approved by the Corporation’s shareholders at the 2008 Annual Meeting. This January 2013 Amended and Restated Plan was adopted by the Board on January 30, 2013, subject to the approval of the Corporation’s shareholders at the 2013 Annual Meeting. Accordingly, this January 2013 Amended and Restated Plan shall become effective upon such shareholder approval. All Awards outstanding under the Plan at the time of the Board’s adoption of the January 2013 Amended and Restated Plan shall continue to be governed by the existing terms and provisions of the applicable agreements evidencing those Awards, and nothing in this January 2013 Amended and Restated Plan shall be deemed to affect or modify the existing terms and conditions of those Awards.

Capitalized terms shall have the meanings assigned to such terms in the attached Appendix.

II. STRUCTURE OF THE PLAN

A.The Amended and Restated Plan is hereby divided into a series of separate incentive compensation programs as follows:

•the Discretionary Grant Program under which eligible persons may, at the discretion of the Plan Administrator, be granted options to purchase shares of Common Stock or stock appreciation rights tied to the value of such Common Stock,

•the Stock Issuance Program under which eligible persons may, at the discretion of the Plan Administrator, be issued shares of Common Stock pursuant to restricted stock awards, restricted stock units, performance shares or other stock-based awards which vest upon the completion of a designated service period or the attainment of pre-established performance milestones, or such shares of Common Stock may be issued as a bonus for services rendered the Corporation (or any Parent or Subsidiary), and

•the Incentive Bonus Program under which eligible persons may, at the discretion of the Plan Administrator, be provided with incentive bonus opportunities through performance unit awards and special cash incentive programs tied to the attainment of pre-established performance milestones.

B.The provisions of Articles One and Five shall apply to all incentive compensation programs under the Plan and shall govern the interests of all persons under the Plan.

III. ADMINISTRATION OF THE PLAN

A.The Executive Compensation Committee shall have sole and exclusive authority to administer the Discretionary Grant, Stock Issuance and Incentive Bonus Programs with respect to Section 16 Insiders. Administration of the Discretionary Grant, Stock Issuance and Incentive Bonus Programs with respect to all other persons eligible to participate in those programs may, at the Board’s discretion, be vested in the Executive Compensation Committee or a Secondary Board Committee, or the Board may retain the power to administer those programs with respect to such persons.

B.The Executive Compensation Committee may make Awards to any and all non-employee Board members, including members of the Executive Compensation Committee, upon such terms and conditions as the Executive Compensation Committee deems appropriate in its sole discretion or pursuant to one or more formulaic programs which provide for the automatic grant of such Awards in such amounts, at such times and subject to such terms as the Executive Compensation Committee may designate in advance, in each instance subject to the express provisions of the Plan and the limitations of Section V.D of this Article One. The terms and conditions of the Awards may vary among the non-employee Board members on an individual by individual basis or may differ from the terms and conditions in effect for prior Awards made to the non-employee Board members. The Executive Compensation Committee may also implement one or more programs which provide the non-employee Board members with the opportunity to elect on an advance basis to receive specific types of Awards, either on a current or deferred basis, in lieu of retainer or meeting fees otherwise payable to them in cash for their service as non-employee Board members and/or as members of one or more Board committees (or for their service as members of the board of directors of any Parent or Subsidiary or any committee of such board). All discretionary Awards to non-employee Board members authorized by the Executive Compensation Committee and all formulaic programs implemented by the Executive Compensation Committee for such Board members shall be subject to approval and ratification by a majority of the Board. Outstanding Awards under the special incentive compensation programs previously established for the non-employee Board members under the Plan, namely, the Deferral Election Program and the Deferred Restricted Stock Program (each as amended as of December 6, 2007), shall continue in full force and effect in accordance with their existing terms and conditions, and nothing in this January 2013 Amended and Restated Plan shall be deemed to affect or modify the existing terms and conditions of those Awards. In addition, the non-employee Board members shall continue to have the opportunity to make an annual deferral election with respect to their retainer and meeting fees for each upcoming year of service on the Board or any Board Committee pursuant to the provisions of the Deferral Election Program as amended December 6, 2007 and to earn an investment return on their deferred fees.

C.Members of the Executive Compensation Committee or any Secondary Board Committee shall serve for such period of time as the Board may determine and may be removed by the Board at any time. The Board may also at any time terminate the functions of any Secondary Board Committee and reassume all powers and authority previously delegated to such committee.

D.Each Plan Administrator shall, within the scope of its administrative functions under the Plan, have full power and authority (subject to the provisions of the Plan) to establish such rules and regulations as it may deem appropriate for proper administration of the Discretionary Grant, Stock Issuance and Incentive Bonus Programs and to make such determinations under, and issue such interpretations of, the provisions of those programs and any outstanding Awards thereunder as it may deem necessary or advisable. Decisions of the Plan Administrator within the scope of its administrative functions under the Plan shall be final and binding on all parties who have an interest in the Discretionary Grant, Stock Issuance and Incentive Bonus Programs under its jurisdiction or any Award thereunder.

E.Service as a Plan Administrator by the members of the Executive Compensation Committee or the Secondary Board Committee shall constitute service as Board members, and the members of each such committee shall accordingly be entitled to full indemnification and reimbursement as Board members for their service on such committee. No member of the Executive Compensation Committee or the Secondary Board Committee shall be liable for any act or omission made in good faith with respect to the Plan or any Award thereunder.

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IV. ELIGIBILITY

A.The persons eligible to participate in the Plan are as follows:

(i)Employees,

(ii)non-employee members of the Board or the board of directors of any Parent or Subsidiary, and

(iii)consultants and other independent advisors who provide services to the Corporation (or any Parent or Subsidiary).

B.The Plan Administrator shall have full authority to determine, (i) with respect to Awards made under the Discretionary Grant Program, which eligible persons are to receive such Awards, the time or times when those Awards are to be made, the number of shares to be covered by each such Award, the time or times when the Award is to become exercisable, the vesting schedule (if any) applicable to the Award, the maximum term for which such Award is to remain outstanding and the status of a granted option as either an Incentive Option or a Non-Statutory Option; (ii) with respect to Awards under the Stock Issuance Program, which eligible persons are to receive such Awards, the time or times when the Awards are to be made, the form in which the Awards are to be made, the number of shares subject to each such Award, the vesting and issuance schedules applicable to the shares which are the subject of such Award, the cash consideration (if any) payable for those shares and the form (cash or shares of Common Stock) in which the Award is to be settled; and (iii) with respect to Awards under the Incentive Bonus Program, which eligible persons are to receive such Awards, the time or times when the Awards are to be made, the form in which the Awards are to be made, the performance objectives for each such Award, the amounts payable at designated levels of attained performance, any applicable service vesting requirements, the payout schedule for each such Award that vests and the form (cash or Common Stock) in which the Award is to be settled.

C.The Plan Administrator shall have the absolute discretion to grant options or stock appreciation rights in accordance with the Discretionary Grant Program, to effect stock issuances and other stock-based awards in accordance with the Stock Issuance Program and to grant incentive bonus awards in accordance with the Incentive Bonus Program.

V. STOCK SUBJECT TO THE PLAN

A.The stock issuable under the Plan shall be shares of authorized but unissued or reacquired Common Stock, including shares repurchased by the Corporation on the open market. The total number of shares of Common Stock reserved for issuance over the term of the Plan shall not exceed one million eight hundred thousand (1,800,000) shares¹.

B.The maximum number of shares of Common Stock that may be issued from the authorized share reserve under Section V.A above pursuant to Incentive Options granted under the Plan after December 31, 2012 shall be limited to one million five hundred twelve thousand four hundred sixty-six (1,512,466) shares.

C.Each person participating in the Plan shall be subject to the following limitations:

•For Awards denominated in shares of Common Stock (whether payable in Common Stock, cash or a combination of both), the maximum number of shares of Common Stock for which such Awards may be made in the aggregate to such person in any calendar year shall not exceed six hundred thousand (600,000) shares of Common Stock in the aggregate, and

__________________

¹ As of January 1, 2013, 327,093 shares of Common Stock were subject to outstanding Awards, 287,534 shares had been issued in settlement of Awards made under the Plan and 1,185,373 shares were available for future Awards.

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•For Awards denominated in cash (whether payable in cash, Common Stock or a combination of both), the maximum dollar amount for which such Awards may be made in the aggregate to such person shall not exceed one million dollars ($1,000,000.00) for each full or partial calendar year within the applicable service or performance measurement period (not to exceed five calendar years).

D.The maximum number of shares of Common Stock for which Awards may be made to any one non-employee Board member shall not exceed in the aggregate four thousand (4,000) shares per calendar year, except that such limit shall be increased to ten thousand (10,000) shares for the year in which the non-employee Board member is first appointed or elected to the Board.

E.Shares of Common Stock subject to outstanding Awards made under the Plan shall be available for subsequent issuance under the Plan to the extent those Awards expire or terminate for any reason prior to the issuance of the shares of Common Stock subject to those Awards. Unvested shares issued under the Plan and subsequently forfeited or repurchased by the Corporation, at a price per share not greater than the original issue price paid per share, pursuant to the Corporation’s repurchase rights under the Plan shall be added back to the number of shares of Common Stock reserved for issuance under the Plan and shall accordingly be available for subsequent reissuance. Should the exercise price of an option under the Plan be paid with shares of Common Stock, then the authorized reserve of Common Stock under the Plan shall be reduced by the gross number of shares for which that option is exercised, and not by the net number of shares issued under the exercised stock option. Upon the exercise of any stock appreciation right under the Plan, the share reserve shall be reduced by the gross number of shares as to which such right is exercised, and not by the net number of shares actually issued by the Corporation upon such exercise. If shares of Common Stock otherwise issuable under the Plan are withheld by the Corporation in satisfaction of the withholding taxes incurred in connection with the exercise, vesting or settlement of an Award, then the number of shares of Common Stock available for issuance under the Plan shall be reduced on the basis of the gross number of shares issuable under such Award at the time of exercise, vesting or settlement, calculated in each instance prior to any such share withholding.

F.Should any change be made to the Common Stock by reason of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares, spin-off transaction or other change affecting the outstanding Common Stock as a class without the Corporation’s receipt of consideration, or should the value of the outstanding shares of Common Stock be substantially reduced as a result of a spin-off transaction or an extraordinary dividend or distribution, or should there occur any merger, consolidation or other reorganization, then equitable adjustments shall be made by the Plan Administrator to (i) the maximum number and/or class of securities issuable under the Plan, (ii) the maximum number and/or class of securities that may be issued pursuant to Incentive Options granted under the Plan, (iii) the maximum number and/or class of securities for which any one person may be granted Common Stock-denominated Awards under the Plan per calendar year, (iv) the maximum number and/or class of securities for which a non-employee Board member may be granted Common Stock-denominated Awards under the Plan in any one calendar year, (v) the number and/or class of securities and the exercise or base price per share in effect under each outstanding Award under the Discretionary Grant Program, (vi) the number and/or class of securities subject to each outstanding Award under the Stock Issuance Program and the cash consideration (if any) payable per share, (vii) the number and/or class of securities subject to each outstanding Award under the Incentive Bonus Program denominated in shares of Common Stock and (viii) the number and/or class of securities subject to the Corporation’s outstanding repurchase rights under the Plan and the repurchase price payable per share. The adjustments shall be made in such manner as the Plan Administrator deems appropriate, and such adjustments shall be final, binding and conclusive. In the event of a Change in Control, however, the adjustments (if any) shall be made solely in accordance with the applicable provisions of the Plan governing Change in Control transactions.

G.Outstanding Awards granted pursuant to the Plan shall in no way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

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ARTICLE TWO

DISCRETIONARY GRANT PROGRAM

I. OPTION TERMS

Each option shall be evidenced by one or more documents in the form approved by the Plan Administrator; provided, however, that each such document shall comply with the terms specified below. Each document evidencing an Incentive Option shall, in addition, be subject to the provisions of the Plan applicable to such options.

A.Exercise Price.

1.The exercise price per share shall be fixed by the Plan Administrator; provided, however, that such exercise price shall not be less than one hundred percent (100%) of the Fair Market Value per share of Common Stock on the grant date.

2.The exercise price shall become immediately due upon exercise of the option and shall, subject to the provisions of the documents evidencing the option, be payable in one or more of the forms specified below:

(i)cash or check made payable to the Corporation,

(ii)shares of Common Stock (whether delivered in the form of actual stock certificates or through attestation of ownership) held for the requisite period (if any) necessary to avoid any resulting charge to the Corporation’s earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date,

(iii)shares of Common Stock otherwise issuable under the option but withheld by the Corporation in satisfaction of the exercise price, with such withheld shares to be valued at Fair Market Value on the exercise date, and

(iv)to the extent the option is exercised for vested shares, through a special sale and remittance procedure pursuant to which the Optionee shall concurrently provide instructions to: (a) a brokerage firm (reasonably satisfactory to the Corporation for purposes of administering such procedure in compliance with the Corporation’s pre-clearance/pre-notification policies) to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate exercise price payable for the purchased shares plus all applicable income and employment taxes required to be withheld by the Corporation by reason of such exercise and (b) the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm on such settlement date in order to complete the sale.

Except to the extent such sale and remittance procedure is utilized, payment of the exercise price for the purchased shares must be made on the Exercise Date.

B.Exercise and Term of Options. Each option shall be exercisable at such time or times, during such period and for such number of shares as shall be determined by the Plan Administrator and set forth in the documents evidencing the option. However, no option shall have a term in excess of ten (10) years measured from the option grant date.

C.Effect of Termination of Service.

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1.The following provisions shall govern the exercise of any options granted pursuant to the Discretionary Grant Program that are outstanding at the time of the Optionee’s cessation of Service or death:

(i)Any option outstanding at the time of the Optionee’s cessation of Service for any reason shall remain exercisable for such period of time thereafter as shall be determined by the Plan Administrator and set forth in the documents evidencing the option, but no such option shall be exercisable after the expiration of the option term.

(ii)Any option held by the Optionee at the time of the Optionee’s death and exercisable in whole or in part at that time may be subsequently exercised by the personal representative of the Optionee’s estate or by the person or persons to whom the option is transferred pursuant to the Optionee’s will or the laws of inheritance or by the Optionee’s designated beneficiary or beneficiaries of that option.

(iii)Should the Optionee’s Service be terminated for Cause or should the Optionee otherwise engage in conduct constituting grounds for a termination for Cause while holding one or more outstanding options granted under this Article Two, then all of those options shall terminate immediately and cease to be outstanding.

(iv)During the applicable post-Service exercise period, the option may not be exercised for more than the number of vested shares for which the option is at the time exercisable; provided, however, that one or more options under the Discretionary Grant Program may be structured so that those options continue to vest in whole or part during the applicable post-Service exercise period. Upon the expiration of the applicable exercise period or (if earlier) upon the expiration of the option term, the option shall terminate and cease to be outstanding for any shares for which the option has not been exercised.

2.The Plan Administrator shall have complete discretion, exercisable either at the time an option is granted or at any time while the option remains outstanding, to:

(i)extend the period of time for which the option is to remain exercisable following the Optionee’s cessation of Service from the limited exercise period otherwise in effect for that option to such greater period of time as the Plan Administrator shall deem appropriate, but in no event beyond the expiration of the option term,

(ii)include an automatic extension provision whereby the specified post-Service exercise period in effect for any option granted under this Article Two shall automatically be extended by an additional period of time equal in duration to any interval within the specified post-Service exercise period during which the exercise of that option or the immediate sale of the shares acquired under such option could not be effected in compliance with applicable federal and state securities laws, but in no event shall such an extension result in the continuation of such option beyond the expiration date of the term of that option, and/or

(iii)permit the option to be exercised, during the applicable post-Service exercise period, not only with respect to the number of vested shares of Common Stock for which such option is exercisable at the time of the Optionee’s cessation of Service but also with respect to one or more additional installments in which the Optionee would have vested had the Optionee continued in Service.

D.Shareholder Rights. The holder of an option shall have no shareholder rights with respect to the shares subject to the option until such person shall have exercised the option, paid the exercise price and become a holder of record of the purchased shares.

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E.Repurchase Rights. The Plan Administrator shall have the discretion to grant options which are exercisable for unvested shares of Common Stock. Should the Optionee cease Service while such shares are unvested, the Corporation shall have the right to repurchase any or all of those unvested shares at a price per share equal to the lower of (i) the exercise price paid per share or (ii) the Fair Market Value per share of Common Stock at the time of repurchase. The terms upon which such repurchase right shall be exercisable (including the period and procedure for exercise and the appropriate vesting schedule for the purchased shares) shall be established by the Plan Administrator and set forth in the document evidencing such repurchase right.

F.Transferability of Options. The transferability of options granted under the Plan shall be governed by the following provisions:

(i)Incentive Options. During the lifetime of the Optionee, Incentive Options shall be exercisable only by the Optionee and shall not be assignable or transferable other than by will or the laws of inheritance following the Optionee’s death.

(ii)Non-Statutory Options. Non-Statutory Options shall be subject to the same limitation on transfer as Incentive Options, except that the Plan Administrator may structure one or more Non-Statutory Options so that the option may be assigned in whole or in part during the Optionee’s lifetime through a gratuitous transfer or domestic relations order to one or more Family Members of the Optionee or to a trust established exclusively for the Optionee and/or such Family Members. The assigned portion may only be exercised by the person or persons who acquire a proprietary interest in the option pursuant to the assignment. The terms applicable to the assigned portion shall be the same as those in effect for the option immediately prior to such assignment and shall be set forth in such documents issued to the assignee as the Plan Administrator may deem appropriate.

(iii)Beneficiary Designations. Notwithstanding the foregoing, the Optionee may designate one or more persons as the beneficiary or beneficiaries of his or her outstanding options under this Article Two (whether Incentive Options or Non-Statutory Options), and those options shall, in accordance with such designation, automatically be transferred to such beneficiary or beneficiaries upon the Optionee’s death while holding those options. Such beneficiary or beneficiaries shall take the transferred options subject to all the terms and conditions of the applicable agreement evidencing each such transferred option, including (without limitation) the limited time period during which the option may be exercised following the Optionee’s death.

II. INCENTIVE OPTIONS

The terms specified below shall be applicable to all Incentive Options. Except as modified by the provisions of this Section II, all the provisions of Articles One, Two and Five shall be applicable to Incentive Options. Options which are specifically designated as Non-Statutory Options when issued under the Plan shall not be subject to the terms of this Section II.

A.Eligibility. Incentive Options may only be granted to Employees.

B.Dollar Limitation. The aggregate Fair Market Value of the shares of Common Stock (determined as of the respective date or dates of grant) for which one or more options granted to any Employee under the Plan (or any other option plan of the Corporation or any Parent or Subsidiary) may for the first time become exercisable as Incentive Options during any one calendar year shall not exceed the sum of one hundred thousand dollars ($100,000).

To the extent the Employee holds two (2) or more such options which become exercisable for the first time in the same calendar year, then for purposes of the foregoing limitations on the exercisability of those options as Incentive Options, such options shall be deemed to become first exercisable in that calendar year on the basis of the chronological order in which they were granted, except to the extent otherwise provided under applicable law or regulation.

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C.10% Shareholder. If any Employee to whom an Incentive Option is granted is a 10% Shareholder, then the exercise price per share shall not be less than one hundred ten percent (110%) of the Fair Market Value per share of Common Stock on the option grant date, and the option term shall not exceed five (5) years measured from the option grant date.

III. STOCK APPRECIATION RIGHTS

A.Authority. The Plan Administrator shall have full power and authority, exercisable in its sole discretion, to grant stock appreciation rights in accordance with this Section III to selected Optionees or other individuals eligible to receive option grants under the Discretionary Grant Program.

B.Types. Two types of stock appreciation rights shall be authorized for issuance under this Section III: (i) tandem stock appreciation rights (“Tandem Rights”) and (ii) stand-alone stock appreciation rights (“Stand-alone Rights”).

C.Tandem Rights. The following terms and conditions shall govern the grant and exercise of Tandem Rights.

1.One or more Optionees may be granted a Tandem Right, exercisable upon such terms and conditions as the Plan Administrator may establish, to elect between the exercise of the underlying option for shares of Common Stock or the surrender of that option in exchange for a distribution from the Corporation in an amount equal to the excess of (i) the Fair Market Value (on the option surrender date) of the number of shares in which the Optionee is at the time vested under the surrendered option (or surrendered portion thereof) over (ii) the aggregate exercise price payable for such vested shares.

2.Any distribution to which the Optionee becomes entitled upon the exercise of a Tandem Right may be made in (i) shares of Common Stock valued at Fair Market Value on the option surrender date, (ii) cash or (iii) a combination of cash and shares of Common Stock, as specified in the applicable Award agreement.

D.Stand-Alone Rights. The following terms and conditions shall govern the grant and exercise of Stand-alone Rights:

1.One or more individuals eligible to participate in the Discretionary Grant Program may be granted a Stand-alone Right not tied to any underlying option under this Discretionary Grant Program. The Stand-alone Right shall relate to a specified number of shares of Common Stock and shall be exercisable upon such terms and conditions as the Plan Administrator may establish. In no event, however, may the Stand-alone Right have a maximum term in excess of ten (10) years measured from the grant date.

2.Upon exercise of the Stand-alone Right, the holder shall be entitled to receive a distribution from the Corporation in an amount equal to the excess of (i) the aggregate Fair Market Value (on the exercise date) of the shares of Common Stock underlying the exercised right over (ii) the aggregate base price in effect for those shares.

3.The number of shares of Common Stock underlying each Stand-alone Right and the base price in effect for those shares shall be determined by the Plan Administrator in its sole discretion at the time the Stand-alone Right is granted. In no event, however, may the base price per share be less than the Fair Market Value per underlying share of Common Stock on the grant date.

4.Stand-alone Rights shall be subject to the same transferability restrictions applicable to Non-Statutory Options and may not be transferred during the holder’s lifetime, except for an assignment in the form of a gratuitous transfer or pursuant to domestic relations order to one or more Family Members of the holder or to a trust established for the holder and/or one or more such Family Members. In addition,

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one or more beneficiaries may be designated for an outstanding Stand-alone Right in accordance with substantially the same terms and provisions as set forth in Section I.F of this Article Two.

5.The distribution with respect to an exercised Stand-alone Right may be made in (i) shares of Common Stock valued at Fair Market Value on the exercise date, (ii) cash or (iii) a combination of cash and shares of Common Stock, as specified in the applicable Award agreement.

6.The holder of a Stand-alone Right shall have no shareholder rights with respect to the shares subject to the Stand-alone Right unless and until such person shall have exercised the Stand-alone Right and become a holder of record of the shares of Common Stock issued upon the exercise of such Stand-alone Right.

E.Post-Service Exercise. The provisions governing the exercise of Tandem and Stand-alone Rights following the cessation of the recipient’s Service shall be substantially the same as those set forth in Section I.C of this Article Two for the options granted under the Discretionary Grant Program, and the Plan Administrator’s discretionary authority under Section I.C.2 of this Article Two shall also extend to any outstanding Tandem or Stand-alone Appreciation Rights.

IV. CHANGE IN CONTROL

A.In the event of an actual Change in Control transaction, each outstanding Award under the Discretionary Grant Program shall automatically accelerate and become exercisable, immediately prior to the effective date of that Change in Control, as to all the shares of Common Stock at the time subject to such Award, unless (i) such Award is to be assumed by the successor corporation (or parent thereof) or is otherwise to continue in full force and effect pursuant to the terms of the Change in Control transaction or (ii) such Award is to be replaced with a cash retention program of the successor corporation which preserves the spread existing at the time of the Change in Control on any shares as to which the Award is not otherwise at that time exercisable and provides for the subsequent vesting and payout of that spread in accordance with the same exercise/vesting schedule in effect for that Award or (iii) the acceleration of such Award is subject to other limitations imposed by the Plan Administrator. No such cash retention program shall be established for any Award under the Discretionary Grant Program, whether granted before or after the date the Board adopted this January 2013 amendment and restatement of the Plan, to the extent such program would otherwise be deemed to constitute a deferred compensation arrangement subject to the requirements of Code Section 409A and the Treasury Regulations thereunder. Notwithstanding the foregoing, any Award outstanding under the Discretionary Grant Program on the date of such Change in Control shall be subject to cancellation and termination, without cash payment or other consideration due the Award holder, if the Fair Market Value per share of Common Stock on the date of such Change in Control (or any earlier date specified in the definitive agreement for the Change in Control transaction) is less than the per share exercise or base price in effect for such Award and that Award is not otherwise to be assumed or continued in effect by the successor corporation (or parent thereof).

B.All outstanding repurchase rights under the Discretionary Grant Program shall automatically terminate, and the shares of Common Stock subject to those terminated rights shall immediately vest in full, immediately prior to the effective date of an actual Change in Control transaction, except to the extent: (i) those repurchase rights are to be assigned to the successor corporation (or parent thereof) or are otherwise to continue in effect pursuant to the terms of the Change in Control transaction or (ii) such accelerated vesting is precluded by other limitations imposed by the Plan Administrator.

C.Immediately following the consummation of the Change in Control, all outstanding Awards made under the Discretionary Grant Program of this Amended and Restated Plan shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or are otherwise continued in effect pursuant to the terms of the Change in Control transaction.

D.Each Award which is assumed in connection with a Change in Control or otherwise continued in effect shall be appropriately adjusted, immediately after such Change in Control, to apply to the

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number and class of securities into which the shares of Common Stock subject to that Award would have been converted in consummation of such Change in Control had those shares actually been outstanding at that time. Appropriate adjustments to reflect such Change in Control shall also be made to (i) the exercise or base price per share in effect under each outstanding Award, provided the aggregate exercise or base price in effect for such securities shall remain the same, (ii) the maximum number and/or class of securities available for issuance over the remaining term of the Plan (iii) the maximum number and/or class of securities that may be issued pursuant to Incentive Options granted under the Plan, (iv) the maximum number and/or class of securities for which any one person may be granted Common Stock-denominated Awards under the Plan per calendar year, (v) the maximum number and/or class of securities for which a non-employee Board member may be granted Common Stock-denominated Awards under the Plan in any one calendar year, (vi) the number and/or class of securities and the exercise or base price per share in effect under each outstanding Award under the Discretionary Grant Program, (vii) the number and/or class of securities subject to each outstanding Award under the Stock Issuance Program and the cash consideration (if any) payable per share, (viii) the number and/or class of securities subject to each outstanding Award under the Incentive Bonus Program denominated in shares of Common Stock and (ix the number and/or class of securities subject to the Corporation’s outstanding repurchase rights under the Plan and the repurchase price payable per share. To the extent the actual holders of the Corporation’s outstanding Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation may, in connection with the assumption or continuation of the outstanding Awards under the Discretionary Grant Program and with the Plan Administrator’s approval, substitute, for the securities underlying those assumed or continued Awards, one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in Control transaction, provided such common stock is readily traded on an established U.S. securities exchange or market.

E.The Plan Administrator shall have the discretionary authority to structure one or more outstanding Awards under the Discretionary Grant Program so that those Awards shall, immediately prior to the effective date of an actual Change in Control transaction, become exercisable as to all the shares of Common Stock at the time subject to those Awards and may be exercised as to any or all of those shares as fully vested shares of Common Stock, whether or not those Awards are to be assumed or replaced in the Change in Control transaction or otherwise continued in effect. In addition, the Plan Administrator shall have the discretionary authority to structure one or more of the Corporation’s repurchase rights under the Discretionary Grant Program so that those rights shall terminate immediately prior to the effective date of an actual Change in Control transaction, and the shares subject to those terminated rights shall thereupon vest in full.

F.The Plan Administrator shall have full power and authority to structure one or more outstanding Awards under the Discretionary Grant Program so that those Awards shall become exercisable as to all the shares of Common Stock at the time subject to those Awards in the event the Optionee’s Service is subsequently terminated by reason of an Involuntary Termination within a designated period following the effective date of any Change in Control transaction in which those Awards do not otherwise fully accelerate. In addition, the Plan Administrator may structure one or more of the Corporation’s repurchase rights so that those rights shall immediately terminate with respect to any shares held by the Optionee at the time of such Involuntary Termination, and the shares subject to those terminated repurchase rights shall accordingly vest in full at that time.

G.The portion of any Incentive Option accelerated in connection with a Change in Control shall remain exercisable as an Incentive Option only to the extent the applicable one hundred thousand dollar ($100,000) limitation is not exceeded. To the extent such dollar limitation is exceeded, the accelerated portion of such option shall be exercisable as a Non-statutory Option under the Federal tax laws.

V. PROHIBITION ON REPRICING PROGRAMS

Except in connection with the adjustments specifically authorized by Section V.F. of Article One, the Plan Administrator shall not (i) implement any cancellation/regrant program pursuant to which outstanding options or stock appreciation rights under the Plan are cancelled and new options or stock appreciation rights are granted in replacement with a lower exercise price per share, (ii) cancel outstanding options or stock appreciation rights under the Plan with exercise prices per share in excess of the then current Fair Market Value per share of

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Common Stock for consideration payable in cash, equity securities of the Corporation or in the form of any other Award under the Plan, except in connection with a Change in Control transaction, or (iii) otherwise directly reduce the exercise price in effect for outstanding options or stock appreciation rights under the Plan, without in each such instance obtaining shareholder approval.

ARTICLE THREE

STOCK ISSUANCE PROGRAM

I. STOCK ISSUANCE TERMS

Shares of Common Stock may be issued under the Stock Issuance Program pursuant to restricted stock awards that vest in one or more increments over a designated period of Service. Shares of Common Stock may also be issued under the Stock Issuance Program pursuant to performance shares or restricted stock units which entitle the recipients to receive the shares underlying those Awards upon the attainment of designated performance goals or the satisfaction of specified Service requirements or upon the expiration of a designated time period following the vesting of those Awards. Each Award under the Stock Issuance Program shall be evidenced by an Award Agreement which complies with the terms specified below.

A.Issue Price/Consideration.

1.Shares may be issued for a cash consideration per share fixed by the Plan Administrator at the time of the Award, but in no event shall such cash consideration be less than one hundred percent (100%) of the Fair Market Value per share of Common Stock on the Award date.

2.Shares of Common Stock may also be issued under the Stock Issuance Program for any of the following items of consideration which the Plan Administrator may deem appropriate in each individual instance:

(i)past services rendered to the Corporation (or any Parent or Subsidiary); or

(ii)any other valid consideration under the State in which the Corporation is at the time incorporated.

B.Vesting Provisions.

1.Shares of Common Stock issued under the Stock Issuance Program may, at the discretion of the Plan Administrator, be fully and immediately vested upon issuance as a bonus for Service rendered or may vest in one or more installments over the Participant’s period of continued Service or upon the attainment of specified performance objectives. The elements of the vesting schedule applicable to any unvested shares of Common Stock issued under the Stock Issuance Program shall be determined by the Plan Administrator and incorporated into the Award Agreement. Shares of Common Stock may also be issued under the Stock Issuance Program pursuant to performance shares or restricted stock units which entitle the recipients to receive the shares underlying those Awards upon the attainment of designated performance goals and/or the satisfaction of specified Service requirements or upon the expiration of a designated time period following the vesting of those Awards, including (without limitation) a deferred distribution date following the termination of the Participant’s Service. Notwithstanding the foregoing, the following limitations shall apply with respect to the vesting schedules established for the Awards made under the Stock Issuance Program, subject to the acceleration provisions in Paragraphs B.6 and B.7 below and Section II of this Article Three:

(i)for any such Award which is to vest on the basis of Service, the minimum vesting period shall be three (3) years, with the rate of vesting over that period to be determined by the Plan Administrator; and

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(ii)for any such Award which is to vest on the basis of performance objectives, the performance period shall have a duration of at least one year.

The foregoing minimum vesting requirements shall not be applicable to any Awards made under the Stock Issuance Program to an individual who is at the time of such Award serving solely in the capacity of a non-employee Board member; provided, however, that any Award made under the Stock Issuance Program to such non-employee Board member must have a minimum vesting period of at least one year or (if earlier) the date of the next annual shareholders meeting following the date of such Award, with no greater than monthly pro-rated vesting over that period.

2.The Plan Administrator shall also have the discretionary authority, consistent with Code Section 162(m), to structure one or more Awards under the Stock Issuance Program so that the shares of Common Stock subject to those Awards shall vest (or vest and become issuable) upon the achievement of pre-established performance objectives based on one or more Performance Goals and measured over the performance period specified by the Plan Administrator at the time of the Award.

3.Any new, substituted or additional securities or other property (including money paid other than as a regular cash dividend) which the Participant may have the right to receive with respect to the Participant’s unvested shares of Common Stock by reason of any stock dividend, stock split, recapitalization, combination of shares, exchange of shares, spin-off transaction, extraordinary dividend or distribution or other change affecting the outstanding Common Stock as a class without the Corporation’s receipt of consideration shall be issued subject to (i) the same vesting requirements applicable to the Participant’s unvested shares of Common Stock and (ii) such escrow arrangements as the Plan Administrator may deem appropriate. Equitable adjustments to reflect each such transaction shall also be made by the Plan Administrator to the repurchase price payable per share by the Corporation for any unvested securities subject to its existing repurchase rights under the Plan; provided the aggregate repurchase price shall in each instance remain the same.

4.The Participant shall have full shareholder rights with respect to any shares of Common Stock issued to the Participant under the Stock Issuance Program, whether or not the Participant’s interest in those shares is vested. Accordingly, the Participant shall have the right to vote such shares and to receive any dividends paid on such shares, subject to any applicable vesting requirements. The Participant shall not have any shareholder rights with respect to the shares of Common Stock subject to a performance share award or restricted stock unit award until that award vests and the shares of Common Stock are actually issued thereunder. However, dividend-equivalent units may be paid or credited, either in cash or in actual or phantom shares of Common Stock, on outstanding performance share or restricted stock unit Awards, subject to such terms and conditions as the Plan Administrator may deem appropriate; provided, however, that no such dividend-equivalent units relating to Awards subject to performance-vesting conditions shall vest or otherwise become payable prior to the time the underlying Award (or portion thereof to which such dividend-equivalents units relate) vests upon the attainment of the applicable performance goals and shall accordingly be subject to cancellation and forfeiture to the same extent as the underlying Award.

5.Should the Participant cease to remain in Service while holding one or more unvested shares of Common Stock issued under the Stock Issuance Program or should the performance objectives not be attained with respect to one or more such unvested shares of Common Stock, then those shares shall be immediately surrendered to the Corporation for cancellation, and the Participant shall have no further shareholder rights with respect to those shares. To the extent the surrendered shares were previously issued to the Participant for consideration paid in cash or cash equivalent, the Corporation shall repay to the Participant the lower of (i) the cash consideration paid for the surrendered shares or (ii) the Fair Market Value of those shares at the time of cancellation.

6.The Plan Administrator may in its discretion waive the surrender and cancellation of one or more unvested shares of Common Stock which would otherwise occur upon the cessation of the Participant’s Service or the non-attainment of the performance objectives applicable to those shares. Any such waiver shall result in the immediate vesting of the Participant’s interest in the shares of Common Stock as to which the waiver applies. Such waiver may be effected at any time, whether before or after the Participant’s cessation of

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Service or the attainment or non-attainment of the applicable performance objectives. However, no vesting requirements tied to the attainment of performance objectives may be waived with respect to shares which were intended at the time of issuance to qualify as performance-based compensation under Code Section 162(m), except in the event of the Participant’s cessation of Service by reason of death or Permanent Disability or as otherwise provided in Section II of this Article Three.

7.Outstanding performance shares or restricted stock units under the Stock Issuance Program shall automatically terminate, and no shares of Common Stock shall actually be issued in satisfaction of those Awards, if the performance goals or Service requirements established for those Awards are not attained or satisfied. The Plan Administrator, however, shall have the discretionary authority to issue vested shares of Common Stock under one or more outstanding Awards of performance shares or restricted stock units as to which the designated performance goals or Service requirements have not been attained or satisfied. However, no vesting requirements tied to the attainment of performance goals may be waived with respect to Awards which were intended, at the time those Awards were made, to qualify as performance-based compensation under Code Section 162(m), except in the event of the Participant’s cessation of Service by reason of death or Permanent Disability or as otherwise provided in Section II of this Article Three.

8.The following additional requirements shall be in effect for any performance shares awarded under this Article Three:

(i)At the end of the performance period, the Plan Administrator shall determine the actual level of attainment for each performance objective and the extent to which the performance shares awarded for that period are to vest and become payable based on the attained performance levels.

(ii)The performance shares that so vest shall be paid as soon as practicable following the end of the performance period, unless such payment is to be deferred for the period specified by the Plan Administrator at the time the performance shares are initially awarded or for the period designated by the Participant pursuant to a timely-filed deferral election made in accordance with the applicable requirements of Code Section 409A.

(iii)Performance shares that vest may be paid in (a) cash, (b) shares of Common Stock or (c) any combination of cash and shares of Common Stock, as specified in the applicable Award Agreement.

(iv)Performance shares may also be structured so that the shares are convertible into shares of Common Stock, but the rate at which each performance share is to so convert shall be based on the attained level of performance for each applicable performance objective.

II. CHANGE IN CONTROL

A.Each Award outstanding under the Stock Issuance Program on the effective date of a Change in Control transaction may be (i) assumed by the successor corporation (or parent thereof) or otherwise continued in effect pursuant to the terms of the Change in Control transaction or (ii) replaced with a cash incentive program of the successor corporation which preserves the Fair Market Value of the underlying shares of Common Stock at the time of the Change in Control and provides for the subsequent vesting and payment of that value in accordance with the same vesting and payment schedules in effect for those shares at the time of such Change in Control. To the extent any such Award is at the time of such Change in Control transaction subject to performance-vesting requirements tied to the attainment of one or more specified performance goals and the Plan Administrator does not at that time provide otherwise, those performance-vesting requirements shall upon the assumption, continuation or replacement of that Award be cancelled, and such Award shall thereupon be converted into a Service-vesting Award, based on an assumed attainment of the applicable performance goals at target level, that will vest in one or more increments over the Service-vesting period in effect for that Award immediately prior to the effective date of the Change in Control.

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B.Each Award so assumed or continued in effect shall be adjusted immediately after the consummation of that Change in Control so as to apply to the number and class of securities into which the shares of Common Stock subject to that Award immediately prior to the Change in Control would have been converted in consummation of such Change in Control had those shares actually been outstanding at that time, and appropriate adjustments shall also be made to the consideration (if any) payable per share thereunder, provided the aggregate amount of such consideration shall remain the same. To the extent the actual holders of the Corporation’s outstanding Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation may, in connection with the assumption or continuation of the outstanding Awards and subject to the Plan Administrator’s approval, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in Control transaction, provided such common stock is readily traded on an established U.S. securities exchange or market.

C.If an Award outstanding under the Stock Issuance Program on the effective date of a Change in Control transaction is not assumed or otherwise continued in effect or replaced with a cash retention program of the successor corporation which preserves the Fair Market Value of the underlying shares of Common Stock at the time of the Change in Control and provides for the subsequent vesting and payment of that value in accordance with the same vesting and payment schedules in effect for those shares at the time of such Change in Control, then such Award shall vest immediately prior to the effective date of that Change in Control, and the shares of Common Stock subject to that Award shall be issued as fully-vested shares in accordance with the terms of the applicable Award Agreement, unless such accelerated vesting is precluded by other limitations imposed in the Award Agreement.

D.The Plan Administrator shall have the discretionary authority to structure one or more unvested Awards under the Stock Issuance Program so that the shares of Common Stock subject to those Awards shall automatically vest in whole or in part immediately prior to the effective date of an actual Change in Control transaction or upon the subsequent termination of the Participant’s Service by reason of an Involuntary Termination within a designated period following the effective date of that Change in Control transaction.

E.The Plan Administrator’s authority under Paragraph D of this Section II shall also extend to any Awards intended to qualify as performance-based compensation under Code Section 162(m), even though the automatic vesting of those Awards pursuant to Paragraph D of this Section II may result in their loss of performance-based status under Code Section 162(m).

F.All of the Corporation’s outstanding repurchase rights under the Stock Issuance Program shall terminate automatically, and all the shares of Common Stock subject to those terminated rights shall vest in full, immediately prior to the effective date of an actual Change in Control transaction, except to the extent (i) the Awards to which those repurchase rights are to be assumed by the successor corporation (or parent thereof) or are otherwise to continue in full force and effect pursuant to the terms of the Change in Control transaction, (ii) those Awards are to be replaced with a cash retention program of the successor corporation which preserves, for each such Award, the Fair Market Value of the underlying shares of Common Stock at the time of the Change in Control and provides for the subsequent vesting and payment of that value in accordance with the same vesting and payment schedules in effect for those shares at the time of such Change in Control or (iii) such accelerated vesting is precluded by other limitations imposed in the applicable Award Agreement.

ARTICLE FOUR

INCENTIVE BONUS PROGRAM

I. INCENTIVE BONUS TERMS

The Plan Administrator shall have full power and authority to implement one or more of the following incentive bonus programs under the Plan:

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(i)cash incentive awards (“Cash Awards”),

(ii)performance unit awards (“Performance Unit Awards”), and

(iii)dividend equivalent rights (“DER Awards”)

A.Cash Awards. The Plan Administrator shall have the discretionary authority under the Plan to make Cash Awards which are to vest in one or more installments over the Participant’s period of continued Service with the Corporation or upon the attainment of specified performance goals. Each such Cash Award shall be evidenced by one or more documents in the form approved by the Plan Administrator; provided however, that each such document shall comply with the terms specified below.

1.The elements of the vesting schedule applicable to each Cash Award shall be determined by the Plan Administrator and incorporated into the Award Agreement.

2.The Plan Administrator shall also have the discretionary authority, consistent with Code Section 162(m), to structure one or more Cash Awards so that those Awards shall vest upon the achievement of pre-established corporate performance objectives based upon one or more Performance Goals.

3.Outstanding Cash Awards shall automatically terminate, and no cash payment or other consideration shall be due the holders of those Awards, if the performance goals or Service requirements established for the Awards are not attained or satisfied. The Plan Administrator may in its discretion waive the cancellation and termination of one or more unvested Cash Awards which would otherwise occur upon the cessation of the Participant’s Service or the non-attainment of the performance objectives applicable to those Awards. Any such waiver shall result in the immediate vesting of the Participant’s interest in the Cash Award as to which the waiver applies. Such wavier may be effected at any time, whether before or after the Participant’s cessation of Service or the attainment or non-attainment of the applicable performance objectives. However, no vesting requirements tied to the attainment of performance goals may be waived with respect to awards which were intended, at the time those awards were made, to qualify as performance-based compensation under Code Section 162(m), except in the event of the Participant’s cessation of Service by reason of death or Permanent Disability or as otherwise provided in Section II of this Article Four.

4.Cash Awards which become due and payable following the attainment of the applicable performance goals or satisfaction of the applicable Service requirement (or the waiver of such goals or Service requirement) may be paid in (i) cash, (ii) shares of Common Stock valued at Fair Market Value on the payment date or (iii) a combination of cash and shares of Common Stock, as specified in the Award Agreement.

B.Performance Unit Awards. The Plan Administrator shall have the discretionary authority to make Performance Unit Awards in accordance with the terms of this Article Four. Each such Performance Unit Award shall be evidenced by one or more documents in the form approved by the Plan Administrator; provided however, that each such document shall comply with the terms specified below.

1.A Performance Unit shall represent either (i) a unit with a dollar value tied to the level at which pre-established performance objectives based on one or more Performance Goals are attained or (ii) a participating interest in a special bonus pool tied to the attainment of pre-established performance objectives based on one or more Performance Goals. The amount of the bonus pool may vary with the level at which the applicable performance objectives are attained, and the value of each Performance Unit which becomes due and payable upon the attained level of performance shall be determined by dividing the amount of the resulting bonus pool (if any) by the total number of Performance Units issued and outstanding at the completion of the applicable performance period.

2.Performance Units may also be structured to include a Service requirement which the Participant must satisfy following the completion of the performance period in order to vest in the Performance Units awarded with respect to that performance period.

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3.Performance Units which become due and payable following the attainment of the applicable performance objectives and the satisfaction of any applicable Service requirement may be paid in (i) cash, (ii) shares of Common Stock valued at Fair Market Value on the payment date or (iii) a combination of cash and shares of Common Stock, as specified in the Award Agreement.

4.The Plan Administrator may in its discretion waive the cancellation and termination of one or more unvested Performance Units which would otherwise occur upon the cessation of the Participant’s Service or the non-attainment of the performance objectives applicable to those Awards. Any such waiver shall result in the immediate vesting of the Participant’s interest in the Performance Units as to which the waiver applies. Such waiver may be effected at any time, whether before or after the Participant’s cessation of Service or the attainment or non-attainment of the applicable performance objectives. However, no vesting requirements tied to the attainment of performance goals may be waived with respect to Performance Unit Awards which were intended, at the time those Awards were made, to qualify as performance-based compensation under Code Section 162(m), except in the event of the Participant’s cessation of Service by reason of death or Permanent Disability or as otherwise provided in Section II of this Article Four.

C.DER Awards. The Plan Administrator shall have the discretionary authority to make DER Awards in accordance with the terms of this Article Four. Each such DER Award shall be evidenced by one or more documents in the form approved by the Plan Administrator; provided however, that each such document shall comply with the terms specified below.

1.The DER Awards may be made as stand-alone awards or in tandem with other Awards made under the Plan. The term of each such DER Award shall be established by the Plan Administrator at the time of grant, but no DER Award shall have a term in excess of ten (10) years.

2.Each DER shall represent the right to receive the economic equivalent of each dividend or distribution, whether in cash, securities or other property (other than shares of Common Stock), which is made per issued and outstanding share of Common Stock during the term the DER remains outstanding. A special account on the books of the Corporation shall be maintained for each Participant to whom a DER Award is made, and that account shall be credited per DER with each such dividend or distribution made per issued and outstanding share of Common Stock during the term of that DER remains outstanding.

3.Payment of the amounts credited to such book account may be made to the Participant either concurrently with the actual dividend or distribution made per issued and outstanding share of Common Stock or may be deferred for a period specified by the Plan Administrator at the time the DER Award is initially made or designated by the Participant pursuant to a timely-filed deferral election made in accordance with Code Section 409A.

4.Payment may be paid in (i) cash, (ii) shares of Common Stock or (iii) a combination of cash and shares of Common Stock, as specified in the Award Agreement. If payment is to be made in the form of Common Stock, the number of shares of Common Stock into which the cash dividend or distribution amounts are to be converted for purposes of the Participant’s book account may be based on the Fair Market Value per share of Common Stock on the date of conversion, a prior date or an average of the Fair Market Value per share of Common Stock over a designated period, as the Plan Administrator shall determine.

5.The Plan Administrator shall also have the discretionary authority, consistent with Code Section 162(m), to structure one or more DER Awards so that those Awards shall vest only after the achievement of pre-established performance objectives based upon one or more Performance Goals.

II. CHANGE IN CONTROL

A.The Plan Administrator shall have the discretionary authority to structure one or more Awards under this Article Four so that those Awards shall automatically vest in whole or in part immediately prior to the effective date of an actual Change in Control transaction or upon the subsequent termination of the Participant’s

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Service by reason of an Involuntary Termination within a designated period following the effective date of such Change in Control. To the extent any such Award is, at the time of such Change in Control, subject to performance vesting upon the attainment of one or more specified performance goals and the Plan Administrator does not at that time provide otherwise, the performance vesting condition shall automatically be cancelled on the effective date of such Change in Control, and such Award shall thereupon be converted into a Service-vesting Award, based on an assumed attainment of each applicable performance goal at target level, that will vest in one or more increments over the Service-vesting schedule in effect for that Award immediately prior to the Change in Control.

B.The Plan Administrator’s authority under Paragraph A of this Section II shall also extend to any Awards under this Article Four that are intended to qualify as performance-based compensation under Code Section 162(m), even though the automatic vesting of those Awards pursuant to such Paragraph A may result in their loss of performance-based status under Code Section 162(m).

ARTICLE FIVE

MISCELLANEOUS

I. DEFERRED COMPENSATION

A.The Plan Administrator may, in its sole discretion, structure one or more Awards under the Stock Issuance or Incentive Bonus Programs so that the Participants may be provided with an election to defer the compensation associated with those Awards for federal income tax purposes. Any such deferral opportunity shall comply with all applicable requirements of Code Section 409A.

B.To the extent the Corporation maintains one or more separate non-qualified deferred compensation arrangements which allow the participants the opportunity to make notional investments of their deferred account balances in shares of Common Stock, the Plan Administrator may authorize the share reserve under the Plan to serve as the source of any shares of Common Stock that become payable under those deferred compensation arrangements. In such event, the share reserve under the Plan shall be reduced on a share-for-one share basis for each share of Common Stock issued under the Plan in settlement of the deferred compensation owed under those separate arrangements.

C.To the extent there is any ambiguity as to whether any provision of any Award made under the Plan that is deemed to constitute a deferred compensation arrangement under Code Section 409A would otherwise contravene one or more requirements or limitations of such Code Section 409A and the Treasury Regulations thereunder, such provision shall be interpreted and applied in a manner that complies with the applicable requirements of Code Section 409A and the Treasury Regulations thereunder.

II. TAX WITHHOLDING

A.The Corporation’s obligation to deliver shares of Common Stock upon the exercise, vesting or settlement of an Award under the Plan shall be subject to the satisfaction of all applicable income and employment tax withholding requirements.

B.The Plan Administrator may, in its discretion, structure one or more Awards so that shares of Common Stock may be used as follows to satisfy all or part of the Withholding Taxes to which such holders of those Awards may become subject in connection with the exercise, vesting or settlement of those Awards:

1.Stock Withholding: The Corporation may be provided with the right to withhold, from the shares of Common Stock otherwise issuable upon the exercise, vesting or settlement of such Award, a portion of those shares with an aggregate Fair Market Value equal to the applicable Withholding Taxes. The shares of Common Stock so withheld shall reduce the number of shares of Common Stock authorized for issuance under the Plan.

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2.Stock Delivery: The Award holder may be provided with the right to deliver to the Corporation, at the time of the exercise, vesting or settlement of such Award, one or more shares of Common Stock previously acquired by such individual with an aggregate Fair Market Value equal to the percentage of the Withholding Taxes (not to exceed one hundred percent (100%)) designated by the individual. The shares of Common Stock so delivered shall neither reduce the number of shares of Common Stock authorized for issuance under the Plan nor be added to the number of shares of Common Stock authorized for issuance under the Plan.

III. SHARE ESCROW/LEGENDS

Unvested shares may, in the Plan Administrator’s discretion, be held in escrow by the Corporation until the Participant’s interest in such shares vests or may be issued directly to the Participant with restrictive legends on the certificates evidencing those unvested shares.

IV. TERM OF THE PLAN AND EFFECT OF RESTATEMENT

A.The Plan shall terminate upon the earliest to occur of (i) April 23, 2023,² (ii) the date on which all shares available for issuance under the Plan shall have been issued as fully vested shares or (iii) the termination of all outstanding Awards in connection with a Change in Control. Should the Plan terminate on April 23, 2023, then all Awards outstanding at that time shall continue to have force and effect in accordance with the provisions of the documents evidencing those Awards.

B.The Amended and Restated Plan will, upon the approval of the Corporation’s shareholders at the Annual Meeting, effect the following modifications to the provisions of the Plan in effect immediately prior to such amendment and restatement:

(i)expand and re-confirm the list of financial and non-financial goals that may serve as the performance criteria for the vesting of Awards and the list of permissible adjustments that may be made to such goals in assessing performance goal attainment so that those Awards may qualify as performance-based compensation not subject to the one million dollar ($1,000,000) limitation on income tax deductibility per executive officer imposed under Code Section 162(m);

(ii)clarify the treatment of performance-vesting awards in connection with a Change in Control transaction;

(iii)impose a limitation on the maximum number of shares of Common Stock that may be issued under the Plan pursuant to Incentive Options;

(iv)specify the minimum vesting requirements for Awards made to the non-employee Board members;

(v)effect appropriate revisions so as to allow the Plan to continue to comply with the applicable requirements of Code Section 409A; and

(vi)extend the term of the Plan until April 23, 2023.

C.Should the Corporation's shareholders not approve the Amended and Restated Plan at the Annual Meeting, then the modification to the terms of the Plan described in subparagraphs (i), (iii) and (vi) of Section IV.B. of this Article Five shall not be implemented.

________________________

2. If this January 2013 Amendment and Restatement is not approved by the Corporation's shareholders at the 2013 Annual Meeting, then the expiration date of the Plan will remain April 29, 2018.

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V. AMENDMENT OF THE PLAN

A.The Board shall have complete and exclusive power and authority to amend or modify the Plan in any or all respects; provided, however, that shareholder approval shall be required for any amendment to the Plan which materially increases the number of shares of Common Stock authorized for issuance under the Plan (other than pursuant to Section V.F of Article One), materially expands the class of individuals eligible to participate in the Plan, expands the types of awards which may be made under the Plan or extends the term of the Plan or to the extent such shareholder approval may otherwise be required under applicable law or regulation or pursuant to the listing standards of the Stock Exchange on which the Common Stock is at the time primarily traded. However, no such amendment or modification shall adversely affect the rights and obligations with respect to Awards at the time outstanding under the Plan unless the Optionee or the Participant consents to such amendment or modification.

B.Awards may be made under the Plan that involve shares of Common Stock in excess of the number of shares then available for issuance under the Plan, provided no shares shall actually be issued pursuant to those Awards until the number of shares of Common Stock available for issuance under the Plan is sufficiently increased by shareholder approval of an amendment of the Plan authorizing such increase. If such shareholder approval is not obtained within twelve (12) months after the date the first excess Award is made, then all Awards granted on the basis of such excess shares shall terminate and cease to be outstanding.

VI. USE OF PROCEEDS

Any cash proceeds received by the Corporation from the sale of shares of Common Stock under the Plan shall be used for general corporate purposes.

VII. REGULATORY APPROVALS

A.The implementation of the Plan, the granting of any Award under the Plan and the issuance of any shares of Common Stock in connection with the issuance, exercise or vesting of any Award under the Plan shall be subject to the Corporation’s procurement of all approvals and permits required by regulatory authorities having jurisdiction over the Plan, the Awards made under the Plan and the shares of Common Stock issuable pursuant to those Awards.

B.No shares of Common Stock or other assets shall be issued or delivered under the Plan unless and until there shall have been compliance with all applicable requirements of applicable securities laws, including the filing and effectiveness of the Form S-8 registration statement for the shares of Common Stock issuable under the Plan, and all applicable listing requirements of any Stock Exchange on which Common Stock is then listed for trading.

VIII. NO EMPLOYMENT/SERVICE RIGHTS

Nothing in the Plan shall confer upon the Optionee or the Participant any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Corporation (or any Parent or Subsidiary employing or retaining such person) or of the Optionee or the Participant, which rights are hereby expressly reserved by each, to terminate such person’s Service at any time for any reason, with or without cause.

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APPENDIX

The following definitions shall be in effect under the Plan:

A.Annual Meeting shall mean the 2013 annual meeting of the Corporation’s shareholders.

B.Award shall mean any of the following awards authorized for issuance or grant under the Plan: stock options, stock appreciation rights, direct stock issuances, restricted stock or restricted stock unit awards, performance shares, performance units, dividend-equivalent rights and cash incentive awards.

C.Award Agreement shall mean the agreement(s) between the Corporation and the Optionee or Participant evidencing a particular Award made to that individual under the Plan, as such agreement(s) may be in effect from time to time

D.Board shall mean the Corporation’s Board of Directors.

E.Cause shall, with respect to each Award made under the Plan, be defined in accordance with the following provisions:

•Cause shall have the meaning assigned to such term in the Award Agreement for the particular Award or in any other agreement incorporated by reference into the Award Agreement for purposes of defining such term.

•In the absence of any other Cause definition in the Award Agreement for a particular Award (or in any other agreement incorporated by reference into the Award Agreement), an individual’s termination of Service shall be deemed to be for Cause if such termination occurs by reason his or her commission of any act of fraud, embezzlement or dishonesty, any unauthorized use or disclosure by such person of confidential information or trade secrets of the Corporation (or any Parent or Subsidiary), or any other intentional misconduct by such person adversely affecting the business or affairs of the Corporation (or any Parent or Subsidiary) in a material manner.

F.Change in Controlshall, with respect to each Award made under the Plan, be defined in accordance with the following provisions:

•Change in Control shall have the meaning assigned to such term in the Award Agreement for the particular Award or in any other agreement incorporated by reference into the Award Agreement for purposes of defining such term.

•In the absence of any other Change in Control definition in the Award Agreement (or in any other agreement incorporated by reference into the Award Agreement), Change in Control shall mean a change in ownership or control of the Corporation effected through any of the following transactions:

(i)the acquisition, directly or indirectly, by any person or related group of persons (as such term is used in Sections 13(d) and 14(d) of the 1934 Act), other than the Corporation or a person that directly or indirectly controls, is controlled by, or is under control with the Corporation or an employee benefit plan maintained by the Corporation or such person, of beneficial ownership (as defined in Rule 13d-3 of the 1934 Act) of securities of the Corporation that results in such person or related group of persons beneficially owning securities representing thirty percent (30%) or more of the combined voting power of the Corporation’s then-outstanding securities;

(ii)a merger, recapitalization, consolidation, or other similar transaction to which the Corporation is a party, unless securities representing at least fifty percent (50%) of the combined voting power of the then-outstanding securities of the surviving entity or a parent thereof are immediately

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thereafter beneficially owned, directly or indirectly and in substantially the same proportion, by the persons who beneficially owned the Corporation’s outstanding voting securities immediately before the transaction;

(iii)a sale, transfer or disposition of all or substantially all of the Corporation’s assets, unless securities representing at least fifty percent (50%) of the combined voting power of the then-outstanding securities of the entity acquiring the Corporation’s assets or parent thereof are immediately thereafter beneficially owned, directly or indirectly and in substantially the same proportion, by the persons who beneficially owned the Corporation’s outstanding voting securities immediately before the transaction;

(iv)a merger, recapitalization, consolidation, or other transaction to which the Corporation is a party or the sale, transfer or other disposition of all or substantially all of the Corporation’s assets if, in either case, the members of the Board immediately prior to consummation of the transaction do not, upon consummation of the transaction, constitute at least a majority of the board of directors of the surviving entity or the entity acquiring the Corporation’s assets, as the case may be, or a parent thereof (for this purpose, any change in the composition of the Board that is anticipated or pursuant to an understanding or agreement in connection with a transaction will be deemed to have occurred at the time of the transaction); or

(v)a change in the composition of the Board over a period of thirty-six (36) consecutive months or less such that a majority of the Board members ceases, by reason of one or more contested elections for Board membership, to be comprised of individuals who either (a) have been Board members since the beginning of such period or (b) have been elected or nominated for election as Board members during such period by at least a majority of the Board members who were described in clause (a) or who were previously so elected or approved and who were still in office at the time the Board approved such election or nomination;

provided, however, that no Change in Control shall be deemed to occur for purposes of this Plan if the result of the transaction is to give more ownership or control of the Corporation to any person or related group of persons who held securities representing more than thirty percent (30%) of the combined voting power of the Corporation's outstanding securities as of March 3, 2003.

G.Codeshall mean the Internal Revenue Code of 1986, as amended.

H.Common Stock shall mean the Corporation’s common stock.

I.Corporationshall mean SJW Corp., a California corporation, and any corporate successor to all or substantially all of the assets or voting stock of SJW Corp. which has by appropriate action assumed the Plan and the outstanding Awards thereunder.

J.Discretionary Grant Programshall mean the discretionary grant program in effect under Article Two of the Plan pursuant to which stock options and stock appreciation rights may be granted to one or more eligible individuals.

K.Employeeshall mean an individual who is in the employ of the Corporation (or any Parent or Subsidiary, whether now existing or subsequently established), subject to the control and direction of the employer entity as to both the work to be performed and the manner and method of performance.

L.Exercise Dateshall mean the date on which the Corporation shall have received written notice of the option exercise.

M.Executive Compensation Committeeshall mean the Executive Compensation Committee of the Board comprised of two (2) or more non-employee Board members.

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N.Fair Market Valueper share of Common Stock on any relevant date shall be the closing selling price per share of Common Stock at the close of regular hours trading on the New York Stock Exchange (or any other national securities exchange or market on which the Common Stock is at the time primarily traded) on the date in question. If there is no closing selling price for the Common Stock on the date in question, then the Fair Market Value shall be the selling price at the close of regular hours trading on the last preceding date for which such quotation exists.

O.Family Member means, with respect to a particular Optionee or Participant, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law.

P.Good Reason shall, with respect to each Award made under the Plan, be defined in accordance with the following provisions:

•Good Reason shall have the meaning assigned to such term in the Award Agreement for the particular Award or in any other agreement incorporated by reference into the Award Agreement for purposes of defining such term.

•In the absence of any other Good Reason definition in the Award Agreement (or in any other agreement incorporated by reference into the Award Agreement), Good Reason shall mean an individual’s voluntary resignation following (i) a change in his or her position with the Corporation (or any Parent or Subsidiary) which materially reduces his or her duties, responsibilities or authority, (ii) a material diminution in the duties, responsibilities or authority of the person to whom such individual reports, (iii) a material reduction in such individual’s level of compensation (including base salary, fringe benefits and target bonus under any corporate-performance based bonus or incentive programs), with a reduction of more than fifteen percent (15%) to be deemed material for such purpose, or (iv) a material relocation of such individual’s place of employment, with a relocation of more than fifty (50) miles to be deemed material for such purpose, provided, however, that a resignation for Good Reason may be effected only after (a) the individual provides written notice to the Corporation of the event or transaction constituting grounds for such resignation within sixty (60) days after the occurrence of that event or transaction and (b) the Corporation fails to take the requisite remedial action with respect to such event or transaction within thirty (30) days after receipt of such notice.

Q.Incentive Bonus Program shall mean the incentive bonus program in effect under Article Four of the Plan.

R.Incentive Option shall mean an option which satisfies the requirements of Code Section 422.

S.Involuntary Terminationshall mean the termination of the Service of any individual which occurs by reason of:

(i)such individual’s involuntary dismissal or discharge by the Corporation (or any Parent or Subsidiary) for reasons other than for Cause, or

(ii)such individual’s voluntary resignation for Good Reason.

T.1934 Act shall mean the Securities Exchange Act of 1934, as amended.

U.Non-Statutory Optionshall mean an option not intended to satisfy the requirements of Code Section 422.

V.Optioneeshall mean any person to whom an option is granted under the Discretionary Grant Program.

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W.Parentshall mean any corporation (other than the Corporation) in an unbroken chain of corporations ending with the Corporation, provided each corporation in the unbroken chain (other than the Corporation) owns, at the time of the determination, stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

X.Participantshall mean any person who is issued an Award under either the Stock Issuance Program or the Incentive Bonus Program.

Y.Permanent Disability or Permanently Disabledshall mean the inability of the Optionee or the Participant to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment expected to result in death or to be of continuous duration of twelve (12) months or more. However, solely for purposes of Awards made to the non-employee Board members, Permanent Disability or Permanently Disabled shall mean the inability of the non-employee Board member to perform his or her usual duties as a Board member by reason of any medically determinable physical or mental impairment expected to result in death or to be of continuous duration of twelve (12) months or more.

Z.Performance Goals shall mean any of the following performance criteria upon which the vesting of one or more Awards under the Plan may be based: (i) pre-tax or after-tax earnings, profit or net income, (ii) revenue or revenue growth, (iii) earnings per share, (iv) return on assets, capital, shareholder equity or rate base, (v) total shareholder return, (vi) gross or net profit margin, (vii) cash flow, operating cash flow or free cash flow, (viii) approved rate increases, (ix) earnings or operating income before interest, taxes, depreciation, amortization and/or charges for stock-based compensation, (x) increases in customer base, (xi) operating income, net operating income or net operating income after recorded tax expense, (xii) operating profit, net operating profit or net operating profit after recorded tax expense, (xiii) operating margin, (xiv) cost reductions or other expense control objectives, (xv) market price of the Common Stock, whether measured in absolute terms or in relationship to earnings or operating income, (xvi) compliance with applicable environmental requirements or applicable regulatory requirements, (xvii) budget objectives, (xviii) working capital, (xix) mergers, acquisitions or divestitures, (xx) attainment of water industry objectives measured in terms of water quality, service, reliability and efficiency, (xxi) measures of customer satisfaction, (xxii) property purchases or sales, (xxiii) construction goals, (xxiv) plant utilization or capacity, (xxv) litigation or regulatory resolution goals, (xxvi) rate base objectives, (xxvii) credit rating, (xxviii) application approvals, (xxix) economic value added, (xxx) productivity goals, (xxxi) capital budget or capital expenditures and (xxxii) objectives tied to capital growth. Each performance criteria may be based upon the attainment of specified levels of the Corporation’s performance under one or more of the measures described above either in terms of the Corporation’s performance or in relation to the performance of other entities and may also be based on the performance of any of the Corporation’s business units or divisions or any Parent or Subsidiary. In addition, one or more of such performance criteria may be measured in terms of percentage achievement of the budgeted amounts established for those criteria. Each applicable Performance Goal may include a minimum threshold level of performance below which no Award will be earned, levels of performance at which specified portions of an Award will be earned and a maximum level of performance at which an Award will be fully earned. Each applicable performance goal may be structured at the time of the Award to provide for appropriate adjustments or exclusions for one or more of the following items: (a) asset impairments or write-downs; (b) litigation and governmental investigation expenses, and amounts paid with respect to judgments, verdicts and settlements in connection therewith; (c) the effect of changes in tax law, accounting principles, California Public Utility Commission rules and regulations or any other such laws, regulations or provisions affecting reported results; (d) accruals for reorganization and restructuring programs; (e) costs and expenses incurred in connection with mergers and acquisitions; (f) any extraordinary or nonrecurring items; (g) bonus or incentive compensation costs and expenses associated with cash-based awards made under the Plan, the Corporation’s Executive Officer Short-Term Incentive Plan, or other cash-paid bonus or incentive compensation plans or arrangements of the Corporation or any Parent or Subsidiary, (h) items of income, gain, loss or expense attributable to the operations of any business acquired by the Corporation or any Parent or Subsidiary or of any joint venture in which the Corporation or any Parent or Subsidiary participates; (i) items of income, gain, loss or expense attributable to one or more business operations divested by the Corporation or any Parent or Subsidiary or the gain or loss realized upon the sale of any such business or the assets thereof; and (j) the effects of any corporate transaction, such as a merger, consolidation, separation or reorganization.

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AA.    Planshall mean the Corporation’s Long-Term Incentive Plan, as amended and restated as set forth in this document.

BB.    Plan Administratorshall mean the particular entity, whether the Executive Compensation Committee, the Board or the Secondary Board Committee, which is authorized to administer the Discretionary Grant and Stock Issuance Programs with respect to one or more classes of eligible persons, to the extent such entity is carrying out its administrative functions under the Plan with respect to the persons under its jurisdiction.

CC.    Secondary Board Committeeshall mean a committee of one or more Board members appointed by the Board to administer the Plan with respect to eligible persons other than Section 16 Insiders.

DD.    Section 16 Insidershall mean an officer or director of the Corporation subject to the short-swing profit liabilities of Section 16 of the 1934 Act.

EE.    Serviceshall mean the performance of services for the Corporation (or any Parent or Subsidiary, whether now existing or subsequently established) by a person in the capacity of an Employee, a non-employee member of the board of directors or a consultant or independent advisor, except to the extent otherwise specifically provided in the documents evidencing the option grant or stock issuance. For purposes of the Plan, an Optionee or Participant shall be deemed to cease Service immediately upon the occurrence of the either of the following events: (i) the Optionee or Participant no longer performs services in any of the foregoing capacities for the Corporation or any Parent or Subsidiary or (ii) the entity for which the Optionee or Participant is performing such services ceases to remain a Parent or Subsidiary of the Corporation, even though the Optionee or Participant may subsequently continue to perform services for that entity. Service shall not be deemed to cease during a period of military leave, sick leave or other personal leave approved by the Corporation; provided, however, that should such leave of absence exceed three (3) months, then for purposes of determining the period within which an Incentive Option may be exercised as such under the federal tax laws, the Optionee’s Service shall be deemed to cease on the first day immediately following the expiration of such three (3)-month period, unless Optionee is provided with the right to return to Service following such leave either by statute or by written contract. Except to the extent otherwise required by law or expressly authorized by the Plan Administrator or by the Corporation’s written policy on leaves of absence, no Service credit shall be given for vesting purposes for any period the Optionee or Participant is on a leave of absence.

FF.    Stock Exchangeshall mean the American Stock Exchange, the Nasdaq Global Market or the New York Stock Exchange.

GG.    Stock Issuance Programshall mean the stock issuance program in effect under Article Three of the Plan.

HH.    Subsidiary shall mean any corporation (other than the Corporation) in an unbroken chain of corporations beginning with the Corporation, provided each corporation (other than the last corporation) in the unbroken chain owns, at the time of the determination, stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

II.    10% Shareholder shall mean the owner of stock (as determined under Code Section 424(d)) possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Corporation (or any Parent or Subsidiary).

JJ.    Withholding Taxes shall mean the applicable federal and state income and employment withholding taxes to which the holder of an Award under the Plan may become subject in connection with the exercise, vesting or settlement of that Award.

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EX-10.3

EXHIBIT 10.3

SJW CORP.

RESTRICTED STOCK UNIT AWARD AGREEMENT

RECITALS

A.    The Plan allows the Corporation to issue awards to non-employee Board members in order to provide such individuals with a meaningful incentive to continue to serve as Board members and acquire an ownership interest in shares of Common Stock.

B.    Participant is an eligible non-employee Board member, and this Agreement is executed pursuant to, and is intended to carry out the purposes of, the Plan in connection with the award of restricted stock units under the Plan to such Board member.

C.    All capitalized terms in this Agreement shall have the meaning assigned to them in the attached Appendix A.

NOW, THEREFORE, it is hereby agreed as follows:

1.Grant of Restricted Stock Units. The Corporation hereby awards to Participant, as of the Award Date, an award (the “Award”) of restricted stock units under the Plan. Each restricted stock unit represents the right to receive one share of Common Stock on the vesting date of that unit. The number of shares of Common Stock subject to the awarded restricted stock units, the applicable vesting schedule for the restricted stock units and the underlying shares of Common Stock, the date on which those vested shares shall be issued to Participant and the remaining terms and conditions governing the Award shall be as set forth in this Agreement.

AWARD SUMMARY

Participant	_______________________
Award Date:	_______________________
Number of Shares Subject to Award:	________ shares of Common Stock (the “Shares”)
Vesting Schedule:	The Shares shall vest in full upon Participant’s continuation in Board service through the day immediately preceding the date of the first annual meeting of the Corporation's shareholders following the Award Date specified above. However, the Shares may vest in full on an accelerated basis in accordance with the provisions of Paragraphs 3 and 5 of this Agreement. In no event shall any Shares vest after the date of Participant’s termination of Board service.
Issuance Schedule	Each Share in which the Participant vests in accordance with the foregoing Vesting Schedule or pursuant to the vesting acceleration provisions of Paragraph 3 or 5 of this Agreement shall be issued on the date that Share vests or as soon thereafter as administratively practicable, but in no event later than the later of (i) the close of the calendar year in which that Share vests or (ii) the fifteenth day of the third calendar month following such vesting date (the “Issuance Date”).

1

2.    Limited Transferability. Prior to actual receipt of the Shares which vest and become issuable hereunder, Participant may not transfer any interest in the Award or the underlying Shares. Any Shares which vest hereunder but which otherwise remain unissued at the time of Participant’s death may be transferred pursuant to the provisions of Participant’s will or the laws of inheritance or to Participant’s designated beneficiary or beneficiaries of this Award. Participant may also direct the Corporation to re-issue the stock certificates for any Shares which in fact vest and become issuable under the Award during his lifetime to one or more designated family members or a trust established for Participant and/or his family members. Participant may make such a beneficiary designation or certificate directive at any time by filing the appropriate form with the Plan Administrator or its designee.

3.    Cessation of Service. The restricted stock units subject to this Award shall immediately vest in full upon Participant’s cessation of Board service by reason of death or Permanent Disability. Should Participant cease Board service for any other reason prior to vesting in one or more Shares subject to this Award, then the Award will be immediately cancelled with respect to those unvested Shares, and the number of restricted stock units will be reduced accordingly. Participant shall thereupon cease to have any right or entitlement to receive any Shares under those cancelled units.

4.    Stockholder Rights. Participant shall not have any stockholder rights, including voting, dividend or liquidation rights, with respect to the Shares subject to the Award until Participant becomes the record holder of those Shares following their actual issuance. In addition, Participant shall not be entitled to any dividend equivalent rights with respect to the Shares subject to this Award.

5.    Special Vesting Acceleration. The restricted stock units subject to this Award shall immediately vest in full upon Participant’s continuation in Board service until the effective date of any Change in Control transaction. The vested Shares will be issued immediately upon such effective date or as soon as administratively practicable thereafter, but in no event more than fifteen (15) business days after such effective date. Alternatively, the Participant’s right to the Shares may, pursuant to the terms of the Change in Control transaction, be converted into the right to receive the same consideration per share of Common Stock payable to the other shareholders of the Corporation in consummation of the Change in Control and distributed at the same time as such shareholder payments, but such distribution to Participant shall in all events be completed no later than the later of (i) the close of the calendar year in which such Change in Control is effected or (ii) the fifteenth (15th) of the third (3rd) calendar month following the effective date of that Change in Control.

6.    Adjustment in Shares. Should any change be made to the Common Stock by reason of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares, spin-off transaction or other change affecting the outstanding Common Stock as a class without the Corporation’s receipt of consideration, or should the value of the outstanding shares of Common Stock be substantially reduced as a result of a spin-off transaction or an extraordinary dividend or distribution, or should there occur any merger, consolidation or other reorganization, then equitable adjustments shall be made by the Plan Administrator to the total number and/or class of securities issuable pursuant to this Award in order to reflect such change, and the determination of the Plan Administrator shall be final, binding and conclusive.

7.    Issuance of Shares of Common Stock.

(a)    Except as otherwise provided in Paragraph 5, on the applicable Issuance Date for the Shares which vest in accordance with the terms of this Agreement, the Corporation shall issue to or on behalf of Participant a certificate (which may be in electronic form) for the vested shares of Common Stock to be issued on such date.

(b)    Except as otherwise provided in Paragraph 5, the settlement of all restricted stock units which vest under this Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares be issued. Accordingly, the total number of shares of Common Stock to be issued at the time the Award vests shall, to the extent necessary, be rounded down to the next whole share in order to avoid the issuance of a fractional share.

2

8.    Compliance with Laws and Regulations.

(a)    The issuance of shares of Common Stock pursuant to the Award shall be subject to compliance by the Corporation and Participant with all applicable requirements of law relating thereto and with all applicable regulations of any stock exchange on which the Common Stock may be listed for trading at the time of such issuance.

(b)    The inability of the Corporation to obtain approval from any regulatory body having authority deemed by the Corporation to be necessary to the lawful issuance of any Common Stock hereby shall relieve the Corporation of any liability with respect to the non-issuance of the Common Stock as to which such approval shall not have been obtained. The Corporation, however, shall use its best efforts to obtain all such approvals.

9.    Successors and Assigns. Except to the extent otherwise provided in this Agreement, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the Corporation and its successors and assigns and Participant, Participant’s assigns, the legal representatives, heirs and legatees of Participant’s estate and any beneficiaries of the Award designated by Participant.

10.    Notices. Any notice required to be given or delivered to the Corporation under the terms of this Agreement shall be in writing and addressed to the Corporation at its principal corporate offices. Any notice required to be given or delivered to Participant shall be in writing and addressed to Participant at the address indicated below Participant’s signature line on this Agreement. All notices shall be deemed effective upon personal delivery or upon deposit in the U.S. mail, postage prepaid and properly addressed to the party to be notified.

11.    Construction. This Agreement and the Award evidenced hereby are made and granted pursuant to the Plan and are in all respects limited by and subject to the terms of the Plan. All decisions of the Plan Administrator with respect to any question or issue arising under the Plan or this Agreement shall be conclusive and binding on all persons having an interest in the Award.

12.    Governing Law. The interpretation, performance and enforcement of this Agreement shall be governed by the laws of the State of California without resort to that State’s conflict-of-laws rules.

13.    No Impairment of Rights. This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise make changes in its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets. In addition, this Agreement shall not in any way be construed or interpreted so as to affect adversely or otherwise impair the right of the Corporation or its shareholders to remove Participant from the Board at any time in accordance with the provisions of applicable law.

14.    Section 409A Compliance. Should there occur any ambiguity as to whether any provision of this Agreement would otherwise contravene one or more applicable requirements or limitations of Section 409A of the Internal Revenue Code and the Treasury Regulations thereunder, that that provision shall be interpreted and applied in a manner that complies with the applicable requirements of Section 409A of the Internal Revenue Code and the Treasury Regulations thereunder.

15.    Share Retention. Participant shall retain beneficial ownership of at least fifty percent (50%) of the Shares issued in connection with the vesting of this Award until such time as Participant is in compliance with the equity ownership guidelines that the Corporation from time to time establishes for its non-employee Board members. In no event may Participant sell or otherwise transfer beneficial ownership of more than fifty percent (50%) of the Shares issued to him or her under this Agreement, unless he or she is at the time of such sale or transfer in full compliance with the equity ownership guidelines in effect at that time for the non-employee Board members.

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IN WITNESS WHEREOF, the parties have executed this Agreement on the Award Date first indicated above.

	SJW CORP.
By:	______________________________________
	PARTICIPANT
Signature:	______________________________________
Address:	______________________________________
	______________________________________
	______________________________________

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APPENDIX A

DEFINITIONS

A.    Agreement shall mean this Restricted Stock Unit Award Agreement.

B.    Award shall mean the award of restricted stock units made to Participant pursuant to the terms of this Agreement.

C.    Award Date shall mean the date the restricted stock units are awarded to Participant pursuant to the Agreement and shall be the date indicated in Paragraph 1 of the Agreement.

D.    Board shall mean the Corporation’s Board of Directors.

E.    Change in Control shall mean any change in control or ownership of the Corporation which occurs by reason of one or more of the following events:

(i)the acquisition, directly or indirectly by any person or related group of persons (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than the Corporation or a person that directly or indirectly controls, is controlled by, or is under control with, the Corporation or an employee benefit plan maintained by any such entity, of beneficial ownership (as defined in Rule 13d-3 of the Exchange Act) of securities of the Corporation that results in such person or related group owning thirty percent (30%) or more of the total combined voting power of the Corporation's then-outstanding securities;

(ii)a merger, recapitalization, consolidation, or other similar transaction to which the Corporation is a party, unless securities representing at least 50% of the combined voting power of the then-outstanding securities of the surviving entity or a parent thereof are immediately thereafter beneficially owned, directly or indirectly and in substantially the same proportion, by the persons who beneficially owned the Corporation's outstanding voting securities immediately before the transaction;

(iii)a sale, transfer or disposition of all or substantially all of the Corporation's assets, unless securities representing at least 50% of the combined voting power of the then-outstanding securities of the entity acquiring the Corporation's assets or parent thereof are immediately thereafter beneficially owned, directly or indirectly and in substantially the same proportion, by the persons who beneficially owned the Corporation's outstanding voting securities immediately before the transaction;

(iv)a merger, recapitalization, consolidation, or other transaction to which the Corporation is a party or the sale, transfer, or other disposition of all or substantially all of the Corporation's assets if, in either case, the members of the Board immediately prior to consummation of the transaction do not, upon consummation of the transaction, constitute at least a majority of the board of directors of the surviving entity or the entity acquiring the Corporation's assets, as the case may be, or a parent thereof (for this purpose, any change in the composition of the board of directors that is anticipated or pursuant to an understanding or agreement in connection with a transaction will be deemed to have occurred at the time of the transaction); or

A-1

(v)change in the composition of the Board over a period of thirty-six (36) consecutive months or less such that a majority of the Board members ceases by reason of one or more contested elections for Board membership, to be comprised of individuals who either (a) have been Board members since the beginning of such period or (b) have been elected or nominated for election as Board members during such period by at least a majority of the Board members who were described in clause (a) or who were previously so elected or approved and who were still in office at the time the Board approved such election or nomination;

provided however, that no Change in Control shall occur if the result of the transaction is to give more ownership or control of the Corporation to any person or related group of persons who held securities representing more than thirty percent (30%) of the combined voting power of the Corporation's outstanding securities as of March 3, 2003.

F.    Code shall mean the Internal Revenue Code of 1986, as amended.

G.    Common Stock shall mean shares of the Corporation’s common stock.

H.    Corporation shall mean SJW Corp., a California corporation, and any successor corporation to all or substantially all of the assets or voting stock of SJW Corp.

I.    1934 Act shall mean the Securities Exchange Act of 1934, as amended.

J.    Participant shall mean the non-employee Board member to whom the Award is made pursuant to the provisions of the Plan.

K.    Permanent Disability shall mean the inability of Participant to perform his or her usual duties as a Board member by reason of any medically determinable physical or mental impairment expected to result in death or to be of continuous duration of twelve (12) months or more.

L.    Plan shall mean the Corporation’s Long-Term Incentive Plan, as amended and restated effective January 30, 2013.

M.    Plan Administrator shall mean either the Board or a committee of the Board acting in its capacity as administrator of the Plan.

A-2

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, W. Richard Roth, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of SJW Corp. (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	August 7, 2013	/s/ W. RICHARD ROTH
		W. Richard Roth
		Chairman, President and Chief Executive Officer
		(Principal executive officer)

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, James P. Lynch, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of SJW Corp. (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	August 7, 2013	/s/ JAMES P. LYNCH
		James P. Lynch
		Chief Financial Officer and Treasurer
		(Principal financial officer)

EX-32.1

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 SJW Corp. (the “Company”) on Form 10-Q for the quarter ended June 30, 2013 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, W. Richard Roth, President and 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 on the date hereof:

(1) the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ W. RICHARD ROTH

W. Richard Roth

Chairman, President and Chief Executive Officer

(Principal executive officer)

August 7, 2013

EX-32.2

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 SJW Corp. (the “Company”) on Form 10-Q for the quarter ended June 30, 2013 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, James P. Lynch, Chief Financial Officer and Treasurer 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 on the date hereof:

(1) the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ JAMES P. LYNCH

James P. Lynch

Chief Financial Officer and Treasurer

(Principal financial officer)

August 7, 2013

XML

Equity Plans (Tables)

6 Months Ended

Jun. 30, 2013

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan

A summary of compensation costs charged to income, proceeds from the exercise of stock options and similar instruments, and the tax benefit realized from stock options and similar instruments exercised, that were recorded to additional paid-in capital and common stock, by award type, are presented below for the three and six months ended June 30, 2013 and 2012.

	Three months ended June 30,			Six months ended June 30,
	2013		2012	2013		2012
Compensation costs charged to income:
ESPP	$	—	—	$	58	49
Restricted stock and deferred restricted stock	242		100	531		234
Total compensation costs charged to income	$	242	100	$	589	283
Excess tax benefits realized from share options exercised and stock issuance:
Stock options	$	—	8	$	—	8
Restricted stock and deferred restricted stock	65		35	95		35
Total excess tax benefits realized from share options exercised and stock issuance	$	65	43	$	95	43
Proceeds from the exercise of stock options and similar instruments:
Stock options	$	—	75	$	—	75
DRSPP	21		21	38		52
ESPP	—		—	328		278
Total proceeds from the exercise of stock options and similar instruments	$	21	96	$	366	405

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Condensed Consolidated Balance Sheets (Parenthetical) (USD $)	Jun. 30, 2013	Dec. 31, 2012
Common stock, par value	$ 0.521	$ 0.521
Common stock, shares authorized	36,000,000	36,000,000
Common stock, shares issued	20,137,090	18,670,566
Common stock, shares outstanding	20,137,090	18,670,566

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Segment and Nonregulated Business Reporting

6 Months Ended

Jun. 30, 2013

Segment Reporting [Abstract]

SEGMENT AND NONREGULATED BUSINESS REPORTING

Segment and Nonregulated Business Reporting

SJW Corp. is a holding company with four subsidiaries: (i) San Jose Water Company, a water utility operation with both regulated and nonregulated businesses, (ii) SJW Land Company and its consolidated variable interest entity, 444 West Santa Clara Street, L.P., operate commercial building rentals, (iii) SJWTX, Inc. which is doing business as Canyon Lake Water Service Company, a regulated water utility located in Canyon Lake, Texas, and its consolidated nonregulated variable interest entity, Acequia Water Supply Corporation, and (iv) Texas Water Alliance Limited, a nonregulated water utility operation which is undertaking activities that are necessary to develop a water supply project in Texas. In accordance with FASB ASC Topic 280 – “Segment Reporting,” SJW Corp. has determined that it has two reportable business segments. The first segment is that of providing water utility and utility-related services to its customers through SJW Corp.’s subsidiaries, San Jose Water Company, Canyon Lake Water Service Company, and Texas Water Alliance Limited, together referred to as “Water Utility Services.” The second segment is property management and investment activity conducted by SJW Land Company, referred to as “Real Estate Services.”

SJW Corp.’s reportable segments have been determined based on information used by the chief operating decision maker. SJW Corp.’s chief operating decision maker is its Chairman, President and Chief Executive Officer (“CEO”). The CEO reviews financial information presented on a consolidated basis that is accompanied by disaggregated information about operating revenue, net income and total assets, by subsidiaries.

The tables below set forth information relating to SJW Corp.’s reportable segments and distribution of regulated and nonregulated business activities within the reportable segments. Certain allocated assets, revenue and expenses have been included in the reportable segment amounts. Other business activity of SJW Corp. not included in the reportable segments is included in the “All Other” category.

	For Three Months Ended June 30, 2013
	Water Utility Services			Real Estate Services	All Other*		SJW Corp.
	Regulated		Non regulated	Non regulated	Non regulated		Regulated	Non regulated		Total
Operating revenue	$	71,457	1,579	1,194	—		71,457	2,773		74,230
Operating expense	54,960		1,353	748	232		54,960	2,333		57,293
Operating income (loss)	16,497		226	446	(232	)	16,497	440		16,937
Net income (loss)	7,686		108	33	(387	)	7,686	(246	)	7,440
Depreciation and amortization	8,264		92	387	—		8,264	479		8,743
Senior note, mortgage and other interest expense	4,146		—	265	545		4,146	810		4,956
Income tax expense (benefit) in net income	5,379		57	47	(292	)	5,379	(188	)	5,191
Assets	$	1,034,842	16,596	71,300	7,727		1,034,842	95,623		1,130,465

	For Three Months Ended June 30, 2012
	Water Utility Services			Real Estate Services		All Other*		SJW Corp.
	Regulated		Non regulated	Non regulated		Non regulated		Regulated	Non regulated		Total
Operating revenue	$	62,902	1,422	1,251		—		62,902	2,673		65,575
Operating expense	49,997		1,159	827		7		49,997	1,993		51,990
Operating income (loss)	12,905		263	424		(7	)	12,905	680		13,585
Net income (loss)	5,364		107	(51	)	(219	)	5,364	(163	)	5,201
Depreciation and amortization	7,768		90	468		—		7,768	558		8,326
Senior note, mortgage and other interest expense	4,115		—	391		544		4,115	935		5,050
Income tax expense (benefit) in net income	3,658		108	(35	)	(174	)	3,658	(101	)	3,557
Assets	$	954,955	13,016	79,290		7,986		954,955	100,292		1,055,247

	For Six Months Ended June 30, 2013
	Water Utility Services				Real Estate Services	All Other*		SJW Corp.
	Regulated		Non regulated		Non regulated	Non regulated		Regulated	Non regulated		Total
Operating revenue	$	119,255	2,665		2,449	—		119,255	5,114		124,369
Operating expense	96,585		3,035		1,558	481		96,585	5,074		101,659
Operating income (loss)	22,670		(370	)	891	(481	)	22,670	40		22,710
Net income (loss)	9,286		(400	)	669	(798	)	9,286	(529	)	8,757
Depreciation and amortization	16,586		180		793	—		16,586	973		17,559
Senior note, mortgage and other interest expense	8,298		—		585	1,095		8,298	1,680		9,978
Income tax expense (benefit) in net income	6,301		(87	)	507	(600	)	6,301	(180	)	6,121
Assets	$	1,034,842	16,596		71,300	7,727		1,034,842	95,623		1,130,465

	For Six Months Ended June 30, 2012
	Water Utility Services			Real Estate Services		All Other*		SJW Corp.
	Regulated		Non regulated	Non regulated		Non regulated		Regulated	Non regulated		Total
Operating revenue	$	111,726	2,496	2,502		—		111,726	4,998		116,724
Operating expense	92,347		1,907	1,673		487		92,347	4,067		96,414
Operating income (loss)	19,379		589	829		(487	)	19,379	931		20,310
Net income (loss)	6,818		267	(86	)	(689	)	6,818	(508	)	6,310
Depreciation and amortization	15,554		181	899		—		15,554	1,080		16,634
Senior note, mortgage and other interest expense	8,252		—	785		1,088		8,252	1,873		10,125
Income tax expense (benefit) in net income	4,704		233	(59	)	(522	)	4,704	(348	)	4,356
Assets	$	954,955	13,016	79,290		7,986		954,955	100,292		1,055,247

 *    The “All Other” category includes the accounts of SJW Corp. on a stand-alone basis.

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Equity Plans (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		6 Months Ended			3 Months Ended		6 Months Ended		3 Months Ended		6 Months Ended		3 Months Ended		6 Months Ended		3 Months Ended		6 Months Ended		0 Months Ended				3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013 Incentive Plan [Member]	Jun. 30, 2013 Employee Stock Purchase Plan (ESPP) [Member]	Jun. 30, 2012 Employee Stock Purchase Plan (ESPP) [Member]	Jun. 30, 2013 Employee Stock Purchase Plan (ESPP) [Member]	Jun. 30, 2012 Employee Stock Purchase Plan (ESPP) [Member]	Jun. 30, 2013 Dividend Reinvestment and Stock Purchase Plan (DRSPP) [Member]	Jun. 30, 2012 Dividend Reinvestment and Stock Purchase Plan (DRSPP) [Member]	Jun. 30, 2013 Dividend Reinvestment and Stock Purchase Plan (DRSPP) [Member]	Jun. 30, 2012 Dividend Reinvestment and Stock Purchase Plan (DRSPP) [Member]	Jun. 30, 2013 Restricted Stock and Deferred Restricted Stock [Member]	Jun. 30, 2012 Restricted Stock and Deferred Restricted Stock [Member]	Jun. 30, 2013 Restricted Stock and Deferred Restricted Stock [Member]	Jun. 30, 2012 Restricted Stock and Deferred Restricted Stock [Member]	Jun. 30, 2013 Stock Options [Member]	Jun. 30, 2012 Stock Options [Member]	Jun. 30, 2013 Stock Options [Member]	Jun. 30, 2012 Stock Options [Member]	Apr. 24, 2013 Restricted Stock Units (RSUs) [Member]	Jan. 02, 2013 Restricted Stock Units (RSUs) [Member] vesting_installment	Apr. 23, 2013 Common Stock [Member]	Mar. 25, 2013 Common Stock [Member]	Jun. 30, 2013 Dividend Equivalent Rights [Member]	Jun. 30, 2012 Dividend Equivalent Rights [Member]	Jun. 30, 2013 Dividend Equivalent Rights [Member]	Jun. 30, 2012 Dividend Equivalent Rights [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Remaining shares available for issuance under the Incentive Plan					1,161,225
Shares issuable upon exercise of Incentive Plan awards					321,380
Compensation costs charged to income	$ 242	$ 100	$ 589	$ 283		$ 0	$ 0	$ 58	$ 49					$ 242	$ 100	$ 531	$ 234
Excess tax benefits realized from share options exercised and stock issuance	65	43	95	43										65	35	95	35	0	8	0	8
Proceeds from the exercise of stock options and similar instruments	21	96	366	405		0	0	328	278	21	21	38	52					0	75	0	75
Unrecognized compensation costs						12		12						855		855		0		0
Recognition period for unrecognized compensation cost																1 year 8 months 16 days
Number of equity instruments granted																						2,667	23,840	3,634	3,918
Number of equal successive installments for vesting of stock awards																							3
Grant date fair value of equity instruments granted																						$ 25.58	$ 25.08
Liability accrued for Dividend Equivalent Rights																										31	32	65	66
Decrease to retained earnings for compensation cost related to Dividend Equivalent Rights																										31	32	65	66
Purchase price of common stock under ESPP, percent								85.00%
Maximum percentage of base compensation employees can designate for stock purchases under ESPP						10.00%		10.00%
Number of shares authorized for issuance under the plan						270,400		270,400		3,000,000		3,000,000
Plan expense						$ 37	$ 28	$ 58	$ 45
Number of shares issued under the DRSPP										825	896	1,444	2,198

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Real Estate Investments (Tables)

6 Months Ended

Jun. 30, 2013

Real Estate Investments, Net [Abstract]

Schedule of Real Estate Investments

The major components of real estate investments as of June 30, 2013 and December 31, 2012 are as follows:

	June 30, 2013		December 31, 2012
Land	$	18,892	18,892
Buildings and improvements	59,047		55,011
Intangibles	329		329
Subtotal	78,268		74,232
Less: accumulated depreciation and amortization	9,839		9,045
Total	$	68,429	65,187

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Segment and Nonregulated Business Reporting (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended				6 Months Ended
	Jun. 30, 2013		Jun. 30, 2012		Jun. 30, 2013 subsidiaries		Jun. 30, 2012		Dec. 31, 2012
Segment Reporting Information [Line Items]
Number of Subsidiaries					4
Operating revenue	$ 74,230		$ 65,575		$ 124,369		$ 116,724
Operating expense	57,293		51,990		101,659		96,414
Operating income (loss)	16,937		13,585		22,710		20,310
Net income (loss)	7,440		5,201		8,757		6,310
Depreciation and amortization	8,743		8,326		17,559		16,634
Senior note, mortgage and other interest expense	4,956		5,050		9,978		10,125
Income tax expense (benefit) in net income	5,191		3,557		6,121		4,356
Assets	1,130,465		1,055,247		1,130,465		1,055,247		1,087,499
Water Utility Services [Member] | Regulated [Member]
Segment Reporting Information [Line Items]
Operating revenue	71,457		62,902		119,255		111,726
Operating expense	54,960		49,997		96,585		92,347
Operating income (loss)	16,497		12,905		22,670		19,379
Net income (loss)	7,686		5,364		9,286		6,818
Depreciation and amortization	8,264		7,768		16,586		15,554
Senior note, mortgage and other interest expense	4,146		4,115		8,298		8,252
Income tax expense (benefit) in net income	5,379		3,658		6,301		4,704
Assets	1,034,842		954,955		1,034,842		954,955
Water Utility Services [Member] | Nonregulated [Member]
Segment Reporting Information [Line Items]
Operating revenue	1,579		1,422		2,665		2,496
Operating expense	1,353		1,159		3,035		1,907
Operating income (loss)	226		263		(370)		589
Net income (loss)	108		107		(400)		267
Depreciation and amortization	92		90		180		181
Senior note, mortgage and other interest expense	0		0		0		0
Income tax expense (benefit) in net income	57		108		(87)		233
Assets	16,596		13,016		16,596		13,016
Real Estate Services [Member] | Nonregulated [Member]
Segment Reporting Information [Line Items]
Operating revenue	1,194		1,251		2,449		2,502
Operating expense	748		827		1,558		1,673
Operating income (loss)	446		424		891		829
Net income (loss)	33		(51)		669		(86)
Depreciation and amortization	387		468		793		899
Senior note, mortgage and other interest expense	265		391		585		785
Income tax expense (benefit) in net income	47		(35)		507		(59)
Assets	71,300		79,290		71,300		79,290
All Other [Member] | Nonregulated [Member]
Segment Reporting Information [Line Items]
Operating revenue	0	[1]	0	[1]	0	[1]	0	[1]
Operating expense	232	[1]	7	[1]	481	[1]	487	[1]
Operating income (loss)	(232)	[1]	(7)	[1]	(481)	[1]	(487)	[1]
Net income (loss)	(387)	[1]	(219)	[1]	(798)	[1]	(689)	[1]
Depreciation and amortization	0	[1]	0	[1]	0	[1]	0	[1]
Senior note, mortgage and other interest expense	545	[1]	544	[1]	1,095	[1]	1,088	[1]
Income tax expense (benefit) in net income	(292)	[1]	(174)	[1]	(600)	[1]	(522)	[1]
Assets	7,727	[1]	7,986	[1]	7,727	[1]	7,986	[1]
SJW Corp. [Member] | Regulated [Member]
Segment Reporting Information [Line Items]
Operating revenue	71,457		62,902		119,255		111,726
Operating expense	54,960		49,997		96,585		92,347
Operating income (loss)	16,497		12,905		22,670		19,379
Net income (loss)	7,686		5,364		9,286		6,818
Depreciation and amortization	8,264		7,768		16,586		15,554
Senior note, mortgage and other interest expense	4,146		4,115		8,298		8,252
Income tax expense (benefit) in net income	5,379		3,658		6,301		4,704
Assets	1,034,842		954,955		1,034,842		954,955
SJW Corp. [Member] | Nonregulated [Member]
Segment Reporting Information [Line Items]
Operating revenue	2,773		2,673		5,114		4,998
Operating expense	2,333		1,993		5,074		4,067
Operating income (loss)	440		680		40		931
Net income (loss)	(246)		(163)		(529)		(508)
Depreciation and amortization	479		558		973		1,080
Senior note, mortgage and other interest expense	810		935		1,680		1,873
Income tax expense (benefit) in net income	(188)		(101)		(180)		(348)
Assets	$ 95,623		$ 100,292		$ 95,623		$ 100,292

[1] The “All Other” category includes the accounts of SJW Corp. on a stand-alone basis.

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Defined Benfit Plan (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended									6 Months Ended	12 Months Ended	6 Months Ended	12 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012	Dec. 31, 2012	Jun. 30, 2013 Quoted Prices in Active Markets for Identical Assets, Level 1 [Member]	Dec. 31, 2012 Quoted Prices in Active Markets for Identical Assets, Level 1 [Member]	Jun. 30, 2013 Significant Observable Inputs, Level 2 [Member]	Dec. 31, 2012 Significant Observable Inputs, Level 2 [Member]	Jun. 30, 2013 Significant Unobservable Inputs, Level 3 [Member]	Dec. 31, 2012 Significant Unobservable Inputs, Level 3 [Member]	Jun. 30, 2013 Equity Securities [Member]	Dec. 31, 2012 Equity Securities [Member]	Jun. 30, 2013 Fixed Income Securities [Member]	Dec. 31, 2012 Fixed Income Securities [Member]	Jun. 30, 2013 Cash and cash equivalents [Member]	Dec. 31, 2012 Cash and cash equivalents [Member]	Jun. 30, 2013 Cash and cash equivalents [Member] Quoted Prices in Active Markets for Identical Assets, Level 1 [Member]	Dec. 31, 2012 Cash and cash equivalents [Member] Quoted Prices in Active Markets for Identical Assets, Level 1 [Member]	Jun. 30, 2013 Cash and cash equivalents [Member] Significant Observable Inputs, Level 2 [Member]	Dec. 31, 2012 Cash and cash equivalents [Member] Significant Observable Inputs, Level 2 [Member]	Jun. 30, 2013 Cash and cash equivalents [Member] Significant Unobservable Inputs, Level 3 [Member]	Dec. 31, 2012 Cash and cash equivalents [Member] Significant Unobservable Inputs, Level 3 [Member]	Jun. 30, 2013 Actively Managed [Member] All Cap Equity Fund [Member]		Jun. 30, 2013 Actively Managed [Member] All Cap Equity Fund [Member] Quoted Prices in Active Markets for Identical Assets, Level 1 [Member]		Jun. 30, 2013 Actively Managed [Member] All Cap Equity Fund [Member] Significant Observable Inputs, Level 2 [Member]		Jun. 30, 2013 Actively Managed [Member] All Cap Equity Fund [Member] Significant Unobservable Inputs, Level 3 [Member]		Jun. 30, 2013 Actively Managed [Member] U.S. Large Cap Equity [Member]		Dec. 31, 2012 Actively Managed [Member] U.S. Large Cap Equity [Member]		Jun. 30, 2013 Actively Managed [Member] U.S. Large Cap Equity [Member] Quoted Prices in Active Markets for Identical Assets, Level 1 [Member]		Dec. 31, 2012 Actively Managed [Member] U.S. Large Cap Equity [Member] Quoted Prices in Active Markets for Identical Assets, Level 1 [Member]		Jun. 30, 2013 Actively Managed [Member] U.S. Large Cap Equity [Member] Significant Observable Inputs, Level 2 [Member]		Dec. 31, 2012 Actively Managed [Member] U.S. Large Cap Equity [Member] Significant Observable Inputs, Level 2 [Member]		Jun. 30, 2013 Actively Managed [Member] U.S. Large Cap Equity [Member] Significant Unobservable Inputs, Level 3 [Member]		Dec. 31, 2012 Actively Managed [Member] U.S. Large Cap Equity [Member] Significant Unobservable Inputs, Level 3 [Member]		Jun. 30, 2013 Actively Managed [Member] U.S. Mid Cap Equity [Member]		Dec. 31, 2012 Actively Managed [Member] U.S. Mid Cap Equity [Member]		Jun. 30, 2013 Actively Managed [Member] U.S. Mid Cap Equity [Member] Quoted Prices in Active Markets for Identical Assets, Level 1 [Member]		Dec. 31, 2012 Actively Managed [Member] U.S. Mid Cap Equity [Member] Quoted Prices in Active Markets for Identical Assets, Level 1 [Member]		Jun. 30, 2013 Actively Managed [Member] U.S. Mid Cap Equity [Member] Significant Observable Inputs, Level 2 [Member]		Dec. 31, 2012 Actively Managed [Member] U.S. Mid Cap Equity [Member] Significant Observable Inputs, Level 2 [Member]		Jun. 30, 2013 Actively Managed [Member] U.S. Mid Cap Equity [Member] Significant Unobservable Inputs, Level 3 [Member]		Dec. 31, 2012 Actively Managed [Member] U.S. Mid Cap Equity [Member] Significant Unobservable Inputs, Level 3 [Member]		Jun. 30, 2013 Actively Managed [Member] U.S. Small Cap Equity [Member]		Dec. 31, 2012 Actively Managed [Member] U.S. Small Cap Equity [Member]		Jun. 30, 2013 Actively Managed [Member] U.S. Small Cap Equity [Member] Quoted Prices in Active Markets for Identical Assets, Level 1 [Member]		Dec. 31, 2012 Actively Managed [Member] U.S. Small Cap Equity [Member] Quoted Prices in Active Markets for Identical Assets, Level 1 [Member]		Jun. 30, 2013 Actively Managed [Member] U.S. Small Cap Equity [Member] Significant Observable Inputs, Level 2 [Member]		Dec. 31, 2012 Actively Managed [Member] U.S. Small Cap Equity [Member] Significant Observable Inputs, Level 2 [Member]		Jun. 30, 2013 Actively Managed [Member] U.S. Small Cap Equity [Member] Significant Unobservable Inputs, Level 3 [Member]		Dec. 31, 2012 Actively Managed [Member] U.S. Small Cap Equity [Member] Significant Unobservable Inputs, Level 3 [Member]		Jun. 30, 2013 Actively Managed [Member] Non-U.S. Large Cap Equity [Member]		Dec. 31, 2012 Actively Managed [Member] Non-U.S. Large Cap Equity [Member]		Jun. 30, 2013 Actively Managed [Member] Non-U.S. Large Cap Equity [Member] Quoted Prices in Active Markets for Identical Assets, Level 1 [Member]		Dec. 31, 2012 Actively Managed [Member] Non-U.S. Large Cap Equity [Member] Quoted Prices in Active Markets for Identical Assets, Level 1 [Member]		Jun. 30, 2013 Actively Managed [Member] Non-U.S. Large Cap Equity [Member] Significant Observable Inputs, Level 2 [Member]		Dec. 31, 2012 Actively Managed [Member] Non-U.S. Large Cap Equity [Member] Significant Observable Inputs, Level 2 [Member]		Jun. 30, 2013 Actively Managed [Member] Non-U.S. Large Cap Equity [Member] Significant Unobservable Inputs, Level 3 [Member]		Dec. 31, 2012 Actively Managed [Member] Non-U.S. Large Cap Equity [Member] Significant Unobservable Inputs, Level 3 [Member]		Jun. 30, 2013 Passive Index Fund ETFs [Member] REIT [Member]		Dec. 31, 2012 Passive Index Fund ETFs [Member] REIT [Member]		Jun. 30, 2013 Passive Index Fund ETFs [Member] REIT [Member] Quoted Prices in Active Markets for Identical Assets, Level 1 [Member]		Dec. 31, 2012 Passive Index Fund ETFs [Member] REIT [Member] Quoted Prices in Active Markets for Identical Assets, Level 1 [Member]		Jun. 30, 2013 Passive Index Fund ETFs [Member] REIT [Member] Significant Observable Inputs, Level 2 [Member]		Dec. 31, 2012 Passive Index Fund ETFs [Member] REIT [Member] Significant Observable Inputs, Level 2 [Member]		Jun. 30, 2013 Passive Index Fund ETFs [Member] REIT [Member] Significant Unobservable Inputs, Level 3 [Member]		Dec. 31, 2012 Passive Index Fund ETFs [Member] REIT [Member] Significant Unobservable Inputs, Level 3 [Member]		Jun. 30, 2013 Fixed Income [Member]		Dec. 31, 2012 Fixed Income [Member]		Jun. 30, 2013 Fixed Income [Member] Quoted Prices in Active Markets for Identical Assets, Level 1 [Member]		Dec. 31, 2012 Fixed Income [Member] Quoted Prices in Active Markets for Identical Assets, Level 1 [Member]		Jun. 30, 2013 Fixed Income [Member] Significant Observable Inputs, Level 2 [Member]		Dec. 31, 2012 Fixed Income [Member] Significant Observable Inputs, Level 2 [Member]		Jun. 30, 2013 Fixed Income [Member] Significant Unobservable Inputs, Level 3 [Member]		Dec. 31, 2012 Fixed Income [Member] Significant Unobservable Inputs, Level 3 [Member]
Components of Net Periodic Benefit Cost [Abstract]
Service cost	$ 1,239	$ 1,157	$ 2,478	$ 2,314
Interest cost	1,475	1,450	2,950	2,901
Other cost	1,208	1,166	2,416	2,332
Expected return on assets	(1,380)	(1,148)	(2,760)	(2,297)
Net periodic benefit cost	2,542	2,625	5,084	5,250
Plan Assets [Abstract]
Fair value of plan assets	82,176		82,176		79,020	42,037	40,137	40,139	38,883	0	0					3,868	7,056	3,868	7,056	0	0	0	0	256	[1]	243	[1]	13	[1]	0	[1]	26,647	[1]	22,749	[1]	26,647	[1]	22,749	[1]	0	[1]	0	[1]	0	[1]	0	[1]	4,590	[1]	3,989	[1]	4,590	[1]	3,989	[1]	0	[1]	0	[1]	0	[1]	0	[1]	2,562	[1]	2,174	[1]	2,562	[1]	2,174	[1]	0	[1]	0	[1]	0	[1]	0	[1]	4,127	[1]	4,169	[1]	4,127	[1]	4,169	[1]	0	[1]	0	[1]	0	[1]	0	[1]	3,998	[1]	3,792	[1]	0	[1]	0	[1]	3,998	[1]	3,792	[1]	0	[1]	0	[1]	36,128	[2]	35,091	[2]	0	[2]	0	[2]	36,128	[2]	35,091	[2]	0	[2]	0	[2]
Target plan asset allocations												55.00%	55.00%	45.00%	45.00%
Employer Contributions [Abstract]
Estimated employer contributions for the current fiscal year	10,300		10,300
Actual employer contribution amount in current period	$ 1,489		$ 1,489

[1] Actively managed portfolio of securities with the goal to exceed the stated benchmark performance.

[2] Actively managed portfolio of fixed income securities with the goal to exceed the Barclays 1-5 Year Government/Credit, Barclays Intermediate Government/Credit, and Merrill Lynch Preferred Stock Fixed Rate.

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Real Estate Investments (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended			6 Months Ended		0 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012	Dec. 31, 2012	Jun. 30, 2013 Minimum [Member]	Jun. 30, 2013 Maximum [Member]	Feb. 01, 2013 Connecticut Warehouse [Member]
Schedule of Investments [Line Items]
Land	$ 18,892		$ 18,892		$ 18,892
Building and improvements	59,047		59,047		55,011
Intangibles	329		329		329
Subtotal	78,268		78,268		74,232
Less accumulated depreciation and amortization	9,839		9,839		9,045
Total	68,429		68,429		65,187
Estimated useful life						5 years	39 years
Proceeds from sale of warehouse								9,200
Gain on sale of real estate investment	0	0	1,063	0				1,063
Selling expenses								$ 369

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General

6 Months Ended

Jun. 30, 2013

Organization, Consolidation and Presentation of Financial Statements [Abstract]

GENERAL

General

In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments (consisting only of normal, recurring adjustments) necessary for a fair presentation of the results for the interim periods.

The unaudited interim financial information has been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in accordance with the instructions for Form 10-Q and Rule 10-01 of Regulation S-X promulgated by the Securities and Exchange Commission (the “SEC”). The Notes to Consolidated Financial Statements in SJW Corp.’s 2012 Annual Report on Form 10-K should be read with the accompanying unaudited condensed consolidated financial statements.

Water sales are seasonal in nature and influenced by weather conditions. The timing of precipitation and climatic conditions can cause seasonal water consumption by customers to vary significantly. Due to the seasonal nature of the water business, the operating results for interim periods are not indicative of the operating results for a 12-month period. Revenue is generally higher in the warm, dry summer months when water usage and sales are greater, and lower in the winter months when cooler temperatures and increased rainfall curtail water usage and sales.

Basic earnings per share is calculated using income available to common shareholders, divided by the weighted average number of shares outstanding during the period. The two-class method in computing basic earnings per share is not used because the number of participating securities as defined in Financial Accounting Standards Board (FASB) Accounting Standard Codification (ASC) Topic 260 - “Earning Per Share” is not significant. (The two-class method is an earnings allocation formula that determines earnings per share for each class of common stock and participating security.) Diluted earnings per share is calculated using income available to common shareholders divided by the weighted average number of shares of common stock including both shares outstanding and shares potentially issuable in connection with stock options, deferred restricted common stock awards under SJW Corp.’s Long-Term Incentive Plan (as amended, the “Incentive Plan”) and shares potentially issuable under the Employee Stock Purchase Plan (“ESPP”). For the three months ended June 30, 2013 and 2012, 799 and 1,001 anti-dilutive restricted common stock units were excluded from the dilutive earnings per share calculation, respectively. For the six months ended June 30, 2013 and 2012, 1,145 and 1,666 anti-dilutive restricted common stock units were excluded from the dilutive earnings per share calculation, respectively.

A portion of depreciation expense is allocated to administrative and general expense. For the three months ended June 30, 2013 and 2012, the amounts allocated to administrative and general expense were $395 and $351, respectively. For the six months ended June 30, 2013 and 2012, the amounts allocated to administrative and general expense were $779 and $734, respectively.

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Real Estate Investments

6 Months Ended

Jun. 30, 2013

Real Estate Investments, Net [Abstract]

REAL ESTATE INVESTMENTS

Real Estate Investments

The major components of real estate investments as of June 30, 2013 and December 31, 2012 are as follows:

	June 30, 2013		December 31, 2012
Land	$	18,892	18,892
Buildings and improvements	59,047		55,011
Intangibles	329		329
Subtotal	78,268		74,232
Less: accumulated depreciation and amortization	9,839		9,045
Total	$	68,429	65,187

Depreciation and amortization is computed using the straight-line method over the estimated service life of the respective assets, ranging from 5 to 39 years.

On February 1, 2013, SJW Land Company sold its warehouse building located in Windsor, Connecticut for $9,200. The Company recognized a pre-tax gain on the sale of real estate investment of $1,063, after selling expenses of $369. The warehouse building was recorded in long-lived assets held-for-sale on the Company’s Consolidated Balance Sheet as of December 31, 2012.

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Long-Term Liabilities

6 Months Ended

Jun. 30, 2013

Line of Credit Facility [Abstract]

LONG-TERM LIABILITIES

Long-Term Liabilities

SJW Corp.’s contractual obligations and commitments include senior notes, mortgages and other obligations. San Jose Water Company, a subsidiary of SJW Corp., has received advance deposit payments from its customers on certain construction projects. Refunds of the advance deposit payments constitute an obligation of San Jose Water Company solely.

On January 11, 2013, SJW Corp., SJW Land Company, San Jose Water Company and Wells Fargo Bank, National Association amended their respective credit agreements dated March 1, 2012, to clarify defined terms in the funded debt and interest coverage ratio covenants.

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Defined Benefit Plan

6 Months Ended

Jun. 30, 2013

Compensation and Retirement Disclosure [Abstract]

DEFINED BENEFIT PLAN

Defined Benefit Plan

San Jose Water Company sponsors a noncontributory defined benefit pension plan for its eligible union and nonunion employees. Employees hired before March 31, 2008 are entitled to receive retirement benefits using a formula based on the employee’s three highest years of compensation (whether or not consecutive). For employees hired on or after March 31, 2008, benefits are determined using a cash balance formula based upon compensation credits and interest credits for each employee. Executive officers hired before March 31, 2008 are eligible to receive additional retirement benefits under the Executive Supplemental Retirement Plan, and executive officers hired on or after March 31, 2008 are eligible to receive retirement benefits under the Cash Balance Executive Supplemental Retirement Plan. Both of those plans are non-qualified plans in which only senior officers and other designated members of management may participate. The Company also provides health care and life insurance benefits for retired employees under the other postretirement benefit plan. The components of net periodic benefit costs for San Jose Water Company’s pension plan, its Executive Supplemental Retirement Plan and other postretirement benefit plan for the three and six months ended June 30, 2013 and 2012 are as follows:

	Three months ended June 30,					Six months ended June 30,
	2013			2012		2013			2012
Service cost	$	1,239		1,157		$	2,478		2,314
Interest cost	1,475			1,450		2,950			2,901
Other cost	1,208			1,166		2,416			2,332
Expected return on assets	(1,380		)	(1,148	)	(2,760		)	(2,297	)
	$	2,542		2,625		$	5,084		5,250

The following tables summarize the fair values of plan assets by major categories as of June 30, 2013 and December 31, 2012:

		Fair Value Measurements at June 30, 2013
				Quoted Prices in Active Markets for Identical Assets		Significant Observable Inputs		Significant Unobservable Inputs
Asset Category	Benchmark	Total		(Level 1)		(Level 2)		(Level 3)
Cash and cash equivalents		$	3,868	$	3,868	$	—	$	—
Actively Managed (a):
All Cap Equity	Russell 3000 Value	256		243		13		—
U.S. Large Cap Equity	Russell 1000, Russell 1000 Growth, Russell 1000 Value	26,647		26,647		—		—
U.S. Mid Cap Equity	Russell Mid Cap, Russell Mid Cap Growth, Russell Mid Cap Value	4,590		4,590		—		—
U.S. Small Cap Equity	Russell 2000, Russell 2000 Growth, Russell 2000 Value	2,562		2,562		—		—
Non-U.S. Large Cap Equity	MSCI EAFE	4,127		4,127		—		—
REIT	NAREIT - Equity REIT’S	3,998		—		3,998		—
Fixed Income (b)	(b)	36,128		—		36,128		—
Total		$	82,176	$	42,037	$	40,139	$	—

The Plan has a current target allocation of 55% invested in a diversified array of equity securities to provide long-term capital appreciation and 45% invested in a diversified array of fixed income securities to provide preservation of capital plus generation of income.

(a) Actively managed portfolio of securities with the goal to exceed the stated benchmark performance.

(b) Actively managed portfolio of fixed income securities with the goal to exceed the Barclays 1-5 Year Government/Credit, Barclays Intermediate Government/Credit, and Merrill Lynch Preferred Stock Fixed Rate.

		Fair Value Measurements at December 31, 2012
				Quoted Prices in Active Markets for Identical Assets		Significant Observable Inputs		Significant Unobservable Inputs
Asset Category	Benchmark	Total		(Level 1)		(Level 2)		(Level 3)
Cash and cash equivalents		$	7,056	$	7,056	$	—	$	—
Actively Managed (a):
U.S. Large Cap Equity	Russell 1000, Russell 1000 Growth, Russell 1000 Value	22,749		22,749		—		—
U.S. Mid Cap Equity	Russell Mid Cap, Russell Mid Cap Growth, Russell Mid Cap Value	3,989		3,989		—		—
U.S. Small Cap Equity	Russell 2000, Russell 2000 Growth, Russell 2000 Value	2,174		2,174		—		—
Non-U.S. Large Cap Equity	MSCI EAFE	4,169		4,169		—		—
REIT	NAREIT - Equity REIT’S	3,792		—		3,792		—
Fixed Income (b)	(b)	35,091		—		35,091		—
Total		$	79,020	$	40,137	$	38,883	$	—

The Plan has a current target allocation of 55% invested in a diversified array of equity securities to provide long-term capital appreciation and 45% invested in a diversified array of fixed income securities to provide preservation of capital plus generation of income.

(a) Actively managed portfolio of securities with the goal to exceed the stated benchmark performance.

(b) Actively managed portfolio of fixed income securities with the goal to exceed the Barclays 1-5 Year Government/Credit, Barclays Intermediate Government/Credit, and Merrill Lynch Preferred Stock Fixed Rate.

In 2013, San Jose Water Company expects to make required and discretionary cash contributions of up to $10,300 to the pension plans and other postretirement benefit plan. For the three and six months ended June 30, 2013, $1,489 has been contributed to the pension plans and other postretirement benefit plan.

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Fair Value Measurement (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	$ 335,840	$ 340,990
Investment in California Water Service Group	7,514	7,067
Quoted Prices in Active Markets for Identical Assets, Level 1 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Investment in California Water Service Group	7,514	7,067
Significant Observable Inputs, Level 2 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, fair value	404,161	455,042
Investment in California Water Service Group	0	0
Significant Unobservable Inputs, Level 3 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Investment in California Water Service Group	$ 0	$ 0

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Condensed Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Utility plant:
Land	$ 10,279	$ 10,156
Depreciable plant and equipment	1,209,767	1,166,220
Construction in progress	24,855	24,298
Intangible assets	18,259	15,561
Property, Plant and Equipment, Gross	1,263,160	1,216,235
Less accumulated depreciation and amortization	400,494	384,675
Public Utilities, Property, Plant and Equipment, Net	862,666	831,560
Real estate investments	78,268	74,232
Less accumulated depreciation and amortization	9,839	9,045
Total	68,429	65,187
CURRENT ASSETS:
Cash and cash equivalents	4,005	2,522
Accounts receivable:
Customers, net of allowances for uncollectible accounts	18,097	12,317
Income tax	27	489
Other	1,152	854
Accrued unbilled utility revenue	21,917	16,284
Long-lived assets held-for-sale	0	7,768
Materials and supplies	1,045	1,088
Prepaid expenses	1,980	1,589
Assets, Current	48,223	42,911
OTHER ASSETS:
Investment in California Water Service Group	7,514	7,067
Unamortized debt issuance, broker and reacquisition costs	5,395	5,226
Regulatory assets, net	132,299	130,488
Other	5,939	5,060
Assets, Noncurrent	151,147	147,841
Assets	1,130,465	1,087,499
Shareholders’ equity:
Common stock, $0.521 par value; authorized 36,000,000 shares; issued and outstanding 20,137,090 shares on June 30, 2013 and 18,670,566 on December 31, 2012	10,489	9,724
Additional paid-in capital	62,148	26,117
Retained earnings	238,060	236,453
Accumulated other comprehensive income	2,574	2,310
Total shareholders’ equity	313,271	274,604
Long-term debt, less current portion	335,300	335,598
Capitalization, Long-term Debt and Equity	648,571	610,202
CURRENT LIABILITIES:
Line of credit	0	15,300
Current portion of long-term debt	540	5,392
Accrued groundwater extraction charges and purchased water	10,074	4,755
Purchased power	725	317
Accounts payable	15,906	8,481
Accrued interest	5,342	5,355
Accrued property taxes and other non-income taxes	824	1,465
Accrued payroll	2,971	3,069
Other current liabilities	8,803	4,973
Liabilities, Current	45,185	49,107
DEFERRED INCOME TAXES	151,628	147,579
UNAMORTIZED INVESTMENT TAX CREDITS	1,405	1,434
ADVANCES FOR CONSTRUCTION	68,882	68,277
CONTRIBUTIONS IN AID OF CONSTRUCTION	128,783	128,466
DEFERRED REVENUE	1,224	1,137
POSTRETIREMENT BENEFIT PLANS	76,823	73,425
OTHER NONCURRENT LIABILITIES	7,964	7,872
COMMITMENTS AND CONTINGENCIES	0	0
Liabilities and Equity	$ 1,130,465	$ 1,087,499

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Legal Proceedings

6 Months Ended

Jun. 30, 2013

Commitments and Contingencies Disclosure [Abstract]

LEGAL PROCEEDINGS

Legal Proceedings

SJW Corp. is subject to ordinary routine litigation incidental to its business. There are no pending legal proceedings to which SJW Corp. or any of its subsidiaries is a party, or to which any of its properties is the subject, that are expected to have a material effect on SJW Corp.’s business, financial position, results of operations or cash flows.

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Condensed Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012
OPERATING ACTIVITIES:
Net income	$ 8,757	$ 6,310
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	18,338	17,368
Deferred income taxes	4,200	3,455
Share-based compensation	589	283
Gain on sale of real estate investment	(1,063)	0
Changes in operating assets and liabilities:
Accounts receivable and accrued unbilled utility revenue	(11,711)	(8,723)
Accounts payable, purchased power and other current liabilities	2,266	321
Accrued groundwater extraction charges and purchased water	5,319	3,623
Tax receivable and accrued taxes	(144)	3,553
Other current asset	0	1,856
Postretirement benefits	3,398	2,667
Regulatory asset related to balancing and memorandum accounts	(1,811)	0
Other changes, net	(1,099)	937
NET CASH PROVIDED BY OPERATING ACTIVITIES	27,039	31,650
INVESTING ACTIVITIES:
Company-funded	(35,684)	(40,792)
Contributions in aid of construction	(4,631)	(1,822)
Additions to real estate investments	(3,453)	(48)
Payments for business/asset acquisition and water rights	(1,569)	(1,808)
Cost to retire utility plant, net of salvage	(1,170)	(92)
Proceeds from sale of real estate investment	8,831	0
NET CASH USED IN INVESTING ACTIVITIES	(37,676)	(44,562)
FINANCING ACTIVITIES:
Borrowings from line of credit	13,300	0
Repayments of line of credit	(28,600)	0
Repayments of long-term borrowings	(5,150)	(460)
Debt issuance costs	0	33
Dividends paid	(7,086)	(6,610)
Issuance of common stock, net of issuance costs	35,894	0
Exercise of stock options and similar instruments	366	405
Tax benefits realized from share options exercised	95	43
Receipts of advances and contributions in aid of construction	4,348	3,118
Refunds of advances for construction	(1,047)	(1,027)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES	12,120	(4,564)
NET CHANGE IN CASH AND CASH EQUIVALENTS	1,483	(17,476)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	2,522	26,734
CASH AND CASH EQUIVALENTS, END OF PERIOD	4,005	9,258
Cash paid (received) during the period for:
Interest	10,487	10,639
Income taxes	1,260	(3,765)
Supplemental disclosure of non-cash activities:
Increase in accrued payables for construction costs capitalized	6,560	6,682
Utility property installed by developers	(112)	107
Increase in real estate investments due to accrued tenant improvements	583	0
Accrued intangible assets and other changes related to water supply project in Texas	$ 2,218	$ 0

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Condensed Consolidated Statements of Comprehensive Income (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
OPERATING REVENUE	$ 74,230	$ 65,575	$ 124,369	$ 116,724
Production Costs:
Purchased water	18,314	17,783	28,433	31,360
Power	1,777	1,303	2,662	2,168
Groundwater extraction charges	9,525	5,439	14,115	8,385
Other production costs	2,882	2,841	5,595	5,597
Total production costs	32,498	27,366	50,805	47,510
Administrative and general	10,085	10,746	21,579	21,294
Maintenance	3,433	3,133	6,633	6,122
Property taxes and other non-income taxes	2,534	2,419	5,083	4,854
Depreciation and amortization	8,743	8,326	17,559	16,634
Total operating expense	57,293	51,990	101,659	96,414
OPERATING INCOME	16,937	13,585	22,710	20,310
OTHER (EXPENSE) INCOME:
Interest on long-term debt	(4,678)	(4,659)	(9,323)	(9,339)
Mortgage and other interest expense	(278)	(391)	(655)	(786)
Gain on sale of real estate investment	0	0	1,063	0
Dividend income	61	61	123	121
Other, net	589	162	960	360
Income before income taxes	12,631	8,758	14,878	10,666
Provision for income taxes	5,191	3,557	6,121	4,356
NET INCOME	7,440	5,201	8,757	6,310
Other comprehensive (loss) income, net	(89)	59	265	48
COMPREHENSIVE INCOME	$ 7,351	$ 5,260	$ 9,022	$ 6,358
EARNINGS PER SHARE
Basic	$ 0.37	$ 0.28	$ 0.45	$ 0.34
Diluted	$ 0.37	$ 0.28	$ 0.45	$ 0.34
DIVIDENDS PER SHARE	$ 0.18	$ 0.18	$ 0.37	$ 0.36
WEIGHTED AVERAGE SHARES OUTSTANDING
Basic	20,072,703	18,626,547	19,384,855	18,619,149
Diluted	20,266,480	18,824,481	19,581,515	18,822,784

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Balancing and Memorandum Account Recovery Procedures (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012	Dec. 31, 2012	Jan. 03, 2012
Balancing and Memorandum Account Recovery Procedures [Abstract]
Balancing Account, Net	$ 6,215		$ 6,215		$ 6,314
Recovery amount requested in the general rate case						2,600
Memorandum Account, Net	1,158		1,158		1,486
Amount of net over-collection requested to be refunded to customers						700
Balancing and Memorandum Account, Net	5,057		5,057
Balancing and Memorandum Accounts, Revenue and Regulatory Assets	$ 1,674	$ 0	$ 2,682	$ 0
Threshold as a percentage of authorized revenue for balancing account or memorandum account review	2.00%		2.00%

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General - Depreciation (Details) (General and Administrative Expense [Member], USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
General and Administrative Expense [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Depreciation	$ 395	$ 351	$ 779	$ 734

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Balancing and Memorandum Account Recovery Procedures

6 Months Ended

Jun. 30, 2013

Balancing and Memorandum Account Recovery Procedures [Abstract]

BALANCING AND MEMORANDUM ACCOUNT RECOVERY PROCEDURES

Balancing and Memorandum Account Recovery Procedures

Balancing and memorandum accounts are recognized in revenue by San Jose Water Company when it is probable that future recovery of previously incurred costs or future refunds that are to be credited to customers will occur through the ratemaking process. In assessing the probability criteria for balancing and memorandum accounts between rate cases, the Company considers evidence that may exist prior to California Public Utilities Commission (“CPUC”) authorization that would satisfy regulated revenue recognition criteria. Such evidence may include regulatory rules and decisions, past practices, and other facts and circumstances that would indicate that recovery or refund is probable. When such evidence provides sufficient support for balance recognition, the balances are recorded in the Company’s financial statements.

As of June 30, 2013 and December 31, 2012, the total balance in San Jose Water Company’s balancing accounts, including interest, was a net under-collection of $6,215 and $6,314, respectively. In the general rate case application filed January 3, 2012, San Jose Water Company requested authorization to recover $2,600 of this balance, which represented balances accumulated through December 31, 2010, plus interest. As of June 30, 2013 and December 31, 2012, the total balance in San Jose Water Company’s memorandum-type accounts, including interest, was a net over-collection of $1,158 and $1,486, respectively. In the general rate case application filed January 3, 2012, San Jose Water Company requested authorization to refund $700, which represented a portion of the net over-collection accumulated through September 30, 2011, including interest. As of June 30, 2013, the total balance in San Jose Water Company’s balancing and memorandum accounts combined, including interest, was a net under-collection of $5,057.

The Company met the recognition requirements for certain of its balancing and memorandum accounts and certain amounts subject to balancing and memorandum accounts and recorded revenue and regulatory assets totaling $1,674 and $2,682 during the three and six months ended June 30, 2013, respectively, and $0 during the three and six months ended June 30, 2012. All balancing accounts and memorandum-type accounts not included for recovery or refund in the current general rate case will be reviewed by the CPUC in San Jose Water Company’s next general rate case or at the time an individual account reaches a threshold of 2% of authorized revenue, whichever occurs first.

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Sale of Stock (Details) (USD $) In Thousands, except Share data, unless otherwise specified	6 Months Ended			0 Months Ended		1 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Dec. 31, 2012	Apr. 25, 2013 Underwritten Public Offering [Member] Common Stock [Member]	Apr. 03, 2013 Underwritten Public Offering [Member] Common Stock [Member]	Apr. 29, 2013 Underwritten Public Offering [Member] Common Stock [Member]
Common shares issued					1,321,000
Common stock, par value	$ 0.521		$ 0.521		$ 0.521
Public offering price per share					$ 26.50
Share price to underwriters					$ 25.44
Length of option period to purchase overallotment of shares					30 days
Shares included in overallotment option					198,150
Shares issued upon exercise of overallotment option				100,000
Proceeds from issuance of common shares	$ 35,894	$ 0				$ 35,894

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General (Policies)

6 Months Ended

Jun. 30, 2013

Accounting Policies [Abstract]

Basis of Accounting, Policy

The unaudited interim financial information has been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in accordance with the instructions for Form 10-Q and Rule 10-01 of Regulation S-X promulgated by the Securities and Exchange Commission (the “SEC”). The Notes to Consolidated Financial Statements in SJW Corp.’s 2012 Annual Report on Form 10-K should be read with the accompanying unaudited condensed consolidated financial statements.

Earnings Per Share, Policy

Basic earnings per share is calculated using income available to common shareholders, divided by the weighted average number of shares outstanding during the period. The two-class method in computing basic earnings per share is not used because the number of participating securities as defined in Financial Accounting Standards Board (FASB) Accounting Standard Codification (ASC) Topic 260 - “Earning Per Share” is not significant. (The two-class method is an earnings allocation formula that determines earnings per share for each class of common stock and participating security.) Diluted earnings per share is calculated using income available to common shareholders divided by the weighted average number of shares of common stock including both shares outstanding and shares potentially issuable in connection with stock options, deferred restricted common stock awards under SJW Corp.’s Long-Term Incentive Plan (as amended, the “Incentive Plan”) and shares potentially issuable under the Employee Stock Purchase Plan (“ESPP”).

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Fair Value Measurement

6 Months Ended

Jun. 30, 2013

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENT

Fair Value Measurement

The following instruments are not measured at fair value on the Company’s condensed consolidated balance sheets as of June 30, 2013, but require disclosure of their fair values: cash and cash equivalents, accounts receivable and accounts payable. The estimated fair value of such instruments as of June 30, 2013 approximates their carrying value as reported on the condensed consolidated balance sheets. The fair value of such financial instruments are determined using the income approach based on the present value of estimated future cash flows. There have been no changes in our valuation technique during the three months ended June 30, 2013. The fair value of these instruments would be categorized as Level 2 in the fair value hierarchy, with the exception of cash and cash equivalents, which would be categorized as Level 1. The fair value of pension plan assets is discussed in Note 4.

The fair value of SJW Corp.’s long-term debt was approximately $404,161 and $455,042 as of June 30, 2013 and December 31, 2012, respectively, and was determined using a discounted cash flow analysis, based on the current rates for similar financial instruments of the same duration and creditworthiness of the Company. The book value of the long-term debt was $335,840 and $340,990 as of June 30, 2013 and December 31, 2012, respectively. The fair value of long-term debt would be categorized as Level 2 in the fair value hierarchy.

The following table summarizes the fair value of the Company’s investment in California Water Service Group as of June 30, 2013 and December 31, 2012:

	Fair Value Measurements at June 30, 2013
			Quoted Prices in Active Markets for Identical Assets	Significant Observable Inputs	Significant Unobservable Inputs
	Total		(Level 1)	(Level 2)	(Level 3)
Assets:
Investment in California Water Service Group	$	7,514	7,514	—	—
	Fair Value Measurements at December 31, 2012
			Quoted Prices in Active Markets for Identical Assets	Significant Observable Inputs	Significant Unobservable Inputs
	Total		(Level 1)	(Level 2)	(Level 3)
Assets:
Investment in California Water Service Group	$	7,067	7,067	—	—

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Equity Plans

6 Months Ended

Jun. 30, 2013

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

EQUITY PLANS

Equity Plans

SJW Corp. accounts for share-based compensation based on the grant date fair value of the awards issued to employees in accordance with FASB ASC Topic 718 - “Compensation - Stock Compensation,” which requires the measurement and recognition of compensation expense based on the estimated fair value for all share-based payment awards.

The Incentive Plan allows SJW Corp. to provide employees, non-employee board members or the board of directors of any parent or subsidiary, consultants, and other independent advisors who provide services to the company or any parent or subsidiary the opportunity to acquire an equity interest in SJW Corp. The types of awards included in the Incentive Plan are restricted stock awards, restricted stock units, performance shares, or other share-based awards. As of June 30, 2013, the remaining shares available for issuance under the Incentive Plan were 1,161,225, and 321,380 shares were issuable upon the exercise of outstanding options, restricted stock units, and deferred restricted stock units. In addition, shares are issued to employees under the ESPP. SJW Corp. also has a Dividend Reinvestment and Stock Purchase Plan (“DRSPP”) which allows eligible participants to buy shares and reinvest cash dividends in SJW Corp. common stock.

The compensation costs charged to income is recognized on a straight-line basis over the requisite service period. A summary of compensation costs charged to income, proceeds from the exercise of stock options and similar instruments, and the tax benefit realized from stock options and similar instruments exercised, that were recorded to additional paid-in capital and common stock, by award type, are presented below for the three and six months ended June 30, 2013 and 2012.

	Three months ended June 30,			Six months ended June 30,
	2013		2012	2013		2012
Compensation costs charged to income:
ESPP	$	—	—	$	58	49
Restricted stock and deferred restricted stock	242		100	531		234
Total compensation costs charged to income	$	242	100	$	589	283
Excess tax benefits realized from share options exercised and stock issuance:
Stock options	$	—	8	$	—	8
Restricted stock and deferred restricted stock	65		35	95		35
Total excess tax benefits realized from share options exercised and stock issuance	$	65	43	$	95	43
Proceeds from the exercise of stock options and similar instruments:
Stock options	$	—	75	$	—	75
DRSPP	21		21	38		52
ESPP	—		—	328		278
Total proceeds from the exercise of stock options and similar instruments	$	21	96	$	366	405

Stock Options

No options were granted during the three and six months ended June 30, 2013 and 2012.

As of June 30, 2013, there were no unrecognized compensation costs related to stock options.

Stock, Restricted Stock and Deferred Restricted Stock

On January 2, 2013, restricted stock units covering an aggregate of 23,840 shares of common stock of SJW Corp. were granted to certain executives of SJW Corp. and its subsidiaries. The units vest in three equal successive installments upon completion of each year of service with no dividend equivalent rights. Share-based compensation expense based on a grant date fair value of $25.08 per unit is being recognized over the service period beginning in 2013.

On March 25, 2013, 3,918 shares of common stock were awarded as a special stock bonus award to an officer of a subsidiary of SJW Corp. The award was issued upon satisfaction of previously agreed upon conditions and is not subject to vesting.

On April 23, 2013, 3,634 shares of common stock were awarded as a special stock bonus award to a key executive of SJW Corp. The award was issued upon satisfaction of previously agreed upon conditions and is not subject to vesting.

On April 24, 2013, restricted stock units covering an aggregate of 2,667 shares of common stock of SJW Corp. were granted to the non-employee board members of SJW Corp. The units vest upon continuous board service through the day immediately preceding the date of the next annual shareholder meeting with no dividend equivalent rights. Share-based compensation expense based on a grant date fair value of 25.58 per unit is being recognized over the service period beginning in 2013.

As of June 30, 2013, the total unrecognized compensation costs related to restricted and deferred restricted stock plans amounted to $855. This cost is expected to be recognized over a remaining weighted-average period of 1.71 years.

Dividend Equivalent Rights

Under the Incentive Plan, certain holders of options, restricted stock, and deferred restricted stock awards may have the right to receive dividend equivalent rights (“DERs”) each time a dividend is paid on common stock after the grant date. Stock compensation on DERs is recognized as a liability and recorded against retained earnings on the date dividends are issued. For the three and six months ended June 30, 2013, $31 and $65, respectively, related to DERs was recorded against retained earnings and was accrued as a liability. For the three and six months ended June 30, 2012, $32 and $66, respectively, related to DERs was recorded against retained earnings and was accrued as a liability.

Employee Stock Purchase Plan

The ESPP allows eligible employees to purchase shares of SJW Corp.’s common stock at 85% of the fair value of shares on the purchase date. Under the ESPP, employees can designate up to a maximum of 10% of their base compensation for the purchase of shares of common stock, subject to certain restrictions. A total of 270,400 shares of common stock have been reserved for issuance under the ESPP.

After considering estimated employee terminations or withdrawals from the plan before the purchase date, SJW Corp.’s recorded expenses were $37 and $58 for the three and six months ended June 30, 2013, respectively, and $28 and $45 for the three and six months ended June 30, 2012, respectively, related to the ESPP.

The total unrecognized compensation costs related to the semi-annual offering period that ends July 31, 2013 for the ESPP is approximately $12. This cost is expected to be recognized during the third quarter of 2013.

Dividend Reinvestment and Stock Purchase Plan

SJW Corp. adopted the DRSPP effective April 19, 2011. The DRSPP offers shareholders the ability to reinvest cash dividends in SJW Corp. common stock and also purchase additional shares of SJW Corp. common stock. A total of 3,000,000 shares of common stock have been reserved for issuance under the DRSPP. For the three and six months ended June 30, 2013, 825 and 1,444 shares, respectively, have been issued under the DRSPP. For the three and six months ended June 30, 2012, 896 and 2,198 shares, respectively, have been issued under the DRSPP.

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Defined Benfit Plan (Tables)

6 Months Ended

Jun. 30, 2013

Compensation and Retirement Disclosure [Abstract]

Schedule of Net Benefit Costs

The components of net periodic benefit costs for San Jose Water Company’s pension plan, its Executive Supplemental Retirement Plan and other postretirement benefit plan for the three and six months ended June 30, 2013 and 2012 are as follows:

	Three months ended June 30,					Six months ended June 30,
	2013			2012		2013			2012
Service cost	$	1,239		1,157		$	2,478		2,314
Interest cost	1,475			1,450		2,950			2,901
Other cost	1,208			1,166		2,416			2,332
Expected return on assets	(1,380		)	(1,148	)	(2,760		)	(2,297	)
	$	2,542		2,625		$	5,084		5,250

Schedule of Allocation of Plan Assets

The following tables summarize the fair values of plan assets by major categories as of June 30, 2013 and December 31, 2012:

		Fair Value Measurements at June 30, 2013
				Quoted Prices in Active Markets for Identical Assets		Significant Observable Inputs		Significant Unobservable Inputs
Asset Category	Benchmark	Total		(Level 1)		(Level 2)		(Level 3)
Cash and cash equivalents		$	3,868	$	3,868	$	—	$	—
Actively Managed (a):
All Cap Equity	Russell 3000 Value	256		243		13		—
U.S. Large Cap Equity	Russell 1000, Russell 1000 Growth, Russell 1000 Value	26,647		26,647		—		—
U.S. Mid Cap Equity	Russell Mid Cap, Russell Mid Cap Growth, Russell Mid Cap Value	4,590		4,590		—		—
U.S. Small Cap Equity	Russell 2000, Russell 2000 Growth, Russell 2000 Value	2,562		2,562		—		—
Non-U.S. Large Cap Equity	MSCI EAFE	4,127		4,127		—		—
REIT	NAREIT - Equity REIT’S	3,998		—		3,998		—
Fixed Income (b)	(b)	36,128		—		36,128		—
Total		$	82,176	$	42,037	$	40,139	$	—

The Plan has a current target allocation of 55% invested in a diversified array of equity securities to provide long-term capital appreciation and 45% invested in a diversified array of fixed income securities to provide preservation of capital plus generation of income.

(a) Actively managed portfolio of securities with the goal to exceed the stated benchmark performance.

(b) Actively managed portfolio of fixed income securities with the goal to exceed the Barclays 1-5 Year Government/Credit, Barclays Intermediate Government/Credit, and Merrill Lynch Preferred Stock Fixed Rate.

		Fair Value Measurements at December 31, 2012
				Quoted Prices in Active Markets for Identical Assets		Significant Observable Inputs		Significant Unobservable Inputs
Asset Category	Benchmark	Total		(Level 1)		(Level 2)		(Level 3)
Cash and cash equivalents		$	7,056	$	7,056	$	—	$	—
Actively Managed (a):
U.S. Large Cap Equity	Russell 1000, Russell 1000 Growth, Russell 1000 Value	22,749		22,749		—		—
U.S. Mid Cap Equity	Russell Mid Cap, Russell Mid Cap Growth, Russell Mid Cap Value	3,989		3,989		—		—
U.S. Small Cap Equity	Russell 2000, Russell 2000 Growth, Russell 2000 Value	2,174		2,174		—		—
Non-U.S. Large Cap Equity	MSCI EAFE	4,169		4,169		—		—
REIT	NAREIT - Equity REIT’S	3,792		—		3,792		—
Fixed Income (b)	(b)	35,091		—		35,091		—
Total		$	79,020	$	40,137	$	38,883	$	—

The Plan has a current target allocation of 55% invested in a diversified array of equity securities to provide long-term capital appreciation and 45% invested in a diversified array of fixed income securities to provide preservation of capital plus generation of income.

(a) Actively managed portfolio of securities with the goal to exceed the stated benchmark performance.

(b) Actively managed portfolio of fixed income securities with the goal to exceed the Barclays 1-5 Year Government/Credit, Barclays Intermediate Government/Credit, and Merrill Lynch Preferred Stock Fixed Rate

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Sale of Stock

6 Months Ended

Jun. 30, 2013

Equity [Abstract]

Sale of Stock

Sale of Stock

On March 28, 2013, the Company entered into an underwriting agreement with Robert W. Baird & Co. Incorporated, as the representative of several underwriters (the “Underwriters”), which provided for the issuance and sale in an underwritten public offering (the “Offering”) by the Company and the purchase by the Underwriters of 1,321,000 shares of common stock, par value $0.521 per share of the Company’s common stock. The shares in the Offering were sold at a public offering price of $26.50 per share, and were purchased by the Underwriters at a price of $25.44 per share. The Company also granted the Underwriters a 30-day option to purchase up to 198,150 additional shares of common stock to cover over-allotments, if any. On April 25, 2013, the Underwriters exercised the overallotment option to purchase an additional 100,000 shares of common stock.

The Offering and overallotment option closed on April 3, 2013 and April 29, 2013, respectively. The net proceeds received from the Offering and the exercise of the overallotment option were approximately $35,894, after deducting the Underwriters’ discounts and commissions and estimated offering expenses. The net proceeds were used to pay down amounts outstanding as of March 31, 2013 under the Company’s bank lines of credit, as well as to fund the construction programs of our Water Utility Services operations and for other general corporate purposes.

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General - Earnings Per Share (Details) (Restricted Stock and Stock Options [Member])	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Restricted Stock and Stock Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive restricted common stock units excluded from computation of earnings per share	799	1,001	1,145	1,666

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Segment and Nonregulated Business Reporting (Tables)

6 Months Ended

Jun. 30, 2013

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment

The tables below set forth information relating to SJW Corp.’s reportable segments and distribution of regulated and nonregulated business activities within the reportable segments. Certain allocated assets, revenue and expenses have been included in the reportable segment amounts. Other business activity of SJW Corp. not included in the reportable segments is included in the “All Other” category.

	For Three Months Ended June 30, 2013
	Water Utility Services			Real Estate Services	All Other*		SJW Corp.
	Regulated		Non regulated	Non regulated	Non regulated		Regulated	Non regulated		Total
Operating revenue	$	71,457	1,579	1,194	—		71,457	2,773		74,230
Operating expense	54,960		1,353	748	232		54,960	2,333		57,293
Operating income (loss)	16,497		226	446	(232	)	16,497	440		16,937
Net income (loss)	7,686		108	33	(387	)	7,686	(246	)	7,440
Depreciation and amortization	8,264		92	387	—		8,264	479		8,743
Senior note, mortgage and other interest expense	4,146		—	265	545		4,146	810		4,956
Income tax expense (benefit) in net income	5,379		57	47	(292	)	5,379	(188	)	5,191
Assets	$	1,034,842	16,596	71,300	7,727		1,034,842	95,623		1,130,465

	For Three Months Ended June 30, 2012
	Water Utility Services			Real Estate Services		All Other*		SJW Corp.
	Regulated		Non regulated	Non regulated		Non regulated		Regulated	Non regulated		Total
Operating revenue	$	62,902	1,422	1,251		—		62,902	2,673		65,575
Operating expense	49,997		1,159	827		7		49,997	1,993		51,990
Operating income (loss)	12,905		263	424		(7	)	12,905	680		13,585
Net income (loss)	5,364		107	(51	)	(219	)	5,364	(163	)	5,201
Depreciation and amortization	7,768		90	468		—		7,768	558		8,326
Senior note, mortgage and other interest expense	4,115		—	391		544		4,115	935		5,050
Income tax expense (benefit) in net income	3,658		108	(35	)	(174	)	3,658	(101	)	3,557
Assets	$	954,955	13,016	79,290		7,986		954,955	100,292		1,055,247

	For Six Months Ended June 30, 2013
	Water Utility Services				Real Estate Services	All Other*		SJW Corp.
	Regulated		Non regulated		Non regulated	Non regulated		Regulated	Non regulated		Total
Operating revenue	$	119,255	2,665		2,449	—		119,255	5,114		124,369
Operating expense	96,585		3,035		1,558	481		96,585	5,074		101,659
Operating income (loss)	22,670		(370	)	891	(481	)	22,670	40		22,710
Net income (loss)	9,286		(400	)	669	(798	)	9,286	(529	)	8,757
Depreciation and amortization	16,586		180		793	—		16,586	973		17,559
Senior note, mortgage and other interest expense	8,298		—		585	1,095		8,298	1,680		9,978
Income tax expense (benefit) in net income	6,301		(87	)	507	(600	)	6,301	(180	)	6,121
Assets	$	1,034,842	16,596		71,300	7,727		1,034,842	95,623		1,130,465

	For Six Months Ended June 30, 2012
	Water Utility Services			Real Estate Services		All Other*		SJW Corp.
	Regulated		Non regulated	Non regulated		Non regulated		Regulated	Non regulated		Total
Operating revenue	$	111,726	2,496	2,502		—		111,726	4,998		116,724
Operating expense	92,347		1,907	1,673		487		92,347	4,067		96,414
Operating income (loss)	19,379		589	829		(487	)	19,379	931		20,310
Net income (loss)	6,818		267	(86	)	(689	)	6,818	(508	)	6,310
Depreciation and amortization	15,554		181	899		—		15,554	1,080		16,634
Senior note, mortgage and other interest expense	8,252		—	785		1,088		8,252	1,873		10,125
Income tax expense (benefit) in net income	4,704		233	(59	)	(522	)	4,704	(348	)	4,356
Assets	$	954,955	13,016	79,290		7,986		954,955	100,292		1,055,247

 *    The “All Other” category includes the accounts of SJW Corp. on a stand-alone basis.

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Document and Entity Information Document	6 Months Ended
	Jun. 30, 2013	Jul. 26, 2013
Entity Information [Line Items]
Entity Registrant Name	SJW CORP
Entity Central Index Key	0000766829
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Document Type	10-Q
Document Period End Date	Jun. 30, 2013
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q2
Amendment Flag	false
Entity Common Stock, Shares Outstanding		20,137,197

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Fair Value Measurement (Tables)

6 Months Ended

Jun. 30, 2013

Fair Value Disclosures [Abstract]

Fair Value, Assets Measured on Recurring Basis

The following table summarizes the fair value of the Company’s investment in California Water Service Group as of June 30, 2013 and December 31, 2012:

	Fair Value Measurements at June 30, 2013
			Quoted Prices in Active Markets for Identical Assets	Significant Observable Inputs	Significant Unobservable Inputs
	Total		(Level 1)	(Level 2)	(Level 3)
Assets:
Investment in California Water Service Group	$	7,514	7,514	—	—
	Fair Value Measurements at December 31, 2012
			Quoted Prices in Active Markets for Identical Assets	Significant Observable Inputs	Significant Unobservable Inputs
	Total		(Level 1)	(Level 2)	(Level 3)
Assets:
Investment in California Water Service Group	$	7,067	7,067	—	—