Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON DC 20549
FORM 10-Q
(Mark One)
 	 	 	
þ	 	QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934.	
For the quarterly period ended June 30, 2011
 	 	 	
o	 	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.	
For the transition period from                      to                     
Commission File Number 1-6659
AQUA AMERICA, INC.
(Exact name of registrant as specified in its charter)
 	 	 	
Pennsylvania

 	 	23-1702594 
 	
(State or other jurisdiction of
incorporation or organization)	 	(I.R.S. Employer
Identification No.)	
 	 	 	
762 W. Lancaster Avenue, Bryn Mawr, Pennsylvania	 	19010 -3489	
 	 	 	
(Address of principal executive offices)	 	(Zip Code)	
(610) 527-8000

(Registrant’s telephone number, including area code)
(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  þ  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  þ  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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12(b)-2 of the Exchange Act.:
 	 	 	 	 	 	 	
Large accelerated filer þ	 	Accelerated filer o	 	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  þ
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of July 22, 2011: 138,405,123

 

 
AQUA AMERICA, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
 	 	 	 	 	 	
 	 	Page	 	 	
Part I — Financial Information

Item 1. Financial Statements:	 	 	 	 	 	
 	 	 	 	 	 	
Consolidated Balance Sheets (unaudited) — June 30, 2011 and December 31, 2010	 	 	2	 	 	
 	 	 	 	 	 	
Consolidated Statements of Income and Comprehensive Income (unaudited) - Six Months Ended June 30, 2011 and 2010	 	 	3	 	 	
 	 	 	 	 	 	
Consolidated Statements of Income and Comprehensive Income (unaudited) — Three Months Ended June 30, 2011 and 2010	 	 	4	 	 	
 	 	 	 	 	 	
Consolidated Statements of Capitalization (unaudited) — June 30, 2011 and December 31, 2010	 	 	5	 	 	
 	 	 	 	 	 	
Consolidated Statement of Equity (unaudited) — Six Months Ended June 30, 2011	 	 	6	 	 	
 	 	 	 	 	 	
Consolidated Statements of Cash Flow (unaudited) — Six Months Ended June 30, 2011 and 2010	 	 	7	 	 	
 	 	 	 	 	 	
Notes to Consolidated Financial Statements (unaudited)	 	 	8	 	 	
 	 	 	 	 	 	
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	 	 	21	 	 	
 	 	 	 	 	 	
Item 3. Quantitative and Qualitative Disclosures About Market Risk	 	 	28	 	 	
 	 	 	 	 	 	
Item 4. Controls and Procedures	 	 	28	 	 	
 	 	 	 	 	 	
Part II — Other Information

Item 1. Legal Proceedings	 	 	28	 	 	
 	 	 	 	 	 	
Item 1A. Risk Factors	 	 	30	 	 	
 	 	 	 	 	 	
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	 	 	31	 	 	
 	 	 	 	 	 	
Item 5. Other Information	 	 	32	 	 	
 	 	 	 	 	 	
Item 6. Exhibits	 	 	32	 	 	
 	 	 	 	 	 	
Signatures	 	 	33	 	 	
 	 	 	 	 	 	
Exhibit Index	 	 	34	 	 	
 	 	 	 	 	 	
 Exhibit 31.1	
 Exhibit 31.2	
 Exhibit 32.1	
 Exhibit 32.2	
 EX-101 INSTANCE DOCUMENT	
 EX-101 SCHEMA DOCUMENT	
 EX-101 CALCULATION LINKBASE DOCUMENT	
 EX-101 LABELS LINKBASE DOCUMENT	
 EX-101 PRESENTATION LINKBASE DOCUMENT	
 EX-101 DEFINITION LINKBASE DOCUMENT	

1

Table of Contents
Part 1 — Financial Information
Item 1. Financial Statements
AQUA AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands of dollars, except per share amounts)
(UNAUDITED)
 	 	 	 	 	 	 	 	 	
 	 	June 30,	 	 	December 31,	 	
 	 	2011	 	 	2010	 	
Assets	 	 	 	 	 	 	 	 	
Property, plant and equipment, at cost	 	$	4,616,437	 	 	$	4,488,195	 	
Less: accumulated depreciation	 	 	1,060,585	 	 	 	1,020,395	 	
 	 	 	 	 	 	 	
Net property, plant and equipment	 	 	3,555,852	 	 	 	3,467,800	 	
 	 	 	 	 	 	 	
Current assets:	 	 	 	 	 	 	 	 	
Cash and cash equivalents	 	 	6,917	 	 	 	5,934	 	
Accounts receivable and unbilled revenues, net	 	 	93,579	 	 	 	85,881	 	
Income tax receivable	 	 	33,600	 	 	 	33,600	 	
Deferred income taxes	 	 	20,764	 	 	 	—	 	
Inventory, materials and supplies	 	 	11,794	 	 	 	10,616	 	
Prepayments and other current assets	 	 	11,375	 	 	 	10,846	 	
 	 	 	 	 	 	 	
Total current assets	 	 	178,029	 	 	 	146,877	 	

Regulatory assets	 	 	226,875	 	 	 	217,376	 	
Deferred charges and other assets, net	 	 	57,237	 	 	 	65,093	 	
Funds restricted for construction activity	 	 	134,411	 	 	 	135,086	 	
Goodwill	 	 	40,778	 	 	 	40,234	 	
 	 	 	 	 	 	 	
 	 	$	4,193,182	 	 	$	4,072,466	 	
 	 	 	 	 	 	 	
Liabilities and Equity	 	 	 	 	 	 	 	 	
Aqua America stockholders’ equity:	 	 	 	 	 	 	 	 	
Common stock at $.50 par value, authorized 300,000,000 shares, issued 139,105,938 and 138,449,039 in 2011 and 2010	 	$	69,552	 	 	$	69,223	 	
Capital in excess of par value	 	 	676,888	 	 	 	664,369	 	
Retained earnings	 	 	477,574	 	 	 	452,470	 	
Treasury stock, at cost, 703,065 and 673,472 shares in 2011 and 2010	 	 	(12,980	)	 	 	(12,307	)	
Accumulated other comprehensive income	 	 	522	 	 	 	499	 	
 	 	 	 	 	 	 	
Total Aqua America stockholders’ equity	 	 	1,211,556	 	 	 	1,174,254	 	
 	 	 	 	 	 	 	 	 	
Noncontrolling interest	 	 	581	 	 	 	572	 	

Total equity	 	 	1,212,137	 	 	 	1,174,826	 	

Long-term debt, excluding current portion	 	 	1,468,525	 	 	 	1,531,976	 	
Commitments and contingencies	 	 	—	 	 	 	—	 	
 	 	 	 	 	 	 	 	 	
Current liabilities:	 	 	 	 	 	 	 	 	
Current portion of long-term debt	 	 	90,502	 	 	 	28,413	 	
Loans payable	 	 	118,884	 	 	 	89,668	 	
Accounts payable	 	 	42,708	 	 	 	45,382	 	
Accrued interest	 	 	16,930	 	 	 	15,891	 	
Accrued taxes	 	 	10,632	 	 	 	16,401	 	
Other accrued liabilities	 	 	27,226	 	 	 	27,960	 	
 	 	 	 	 	 	 	
Total current liabilities	 	 	306,882	 	 	 	223,715	 	

Deferred credits and other liabilities:	 	 	 	 	 	 	 	 	
Deferred income taxes and investment tax credits	 	 	545,102	 	 	 	478,705	 	
Customers’ advances for construction	 	 	66,143	 	 	 	66,966	 	
Regulatory liabilities	 	 	39,489	 	 	 	35,921	 	
Other	 	 	107,122	 	 	 	116,250	 	
 	 	 	 	 	 	 	
Total deferred credits and other liabilities	 	 	757,856	 	 	 	697,842	 	

Contributions in aid of construction	 	 	447,782	 	 	 	444,107	 	
 	 	 	 	 	 	 	
 	 	$	4,193,182	 	 	$	4,072,466	 	
 	 	 	 	 	 	 	
See notes to consolidated financial statements beginning on page 8 of this report.

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Table of Contents
AQUA AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(In thousands, except per share amounts)
(UNAUDITED)
 	 	 	 	 	 	 	 	 	
 	 	Six Months Ended	 	
 	 	June 30,	 	
 	 	2011	 	 	2010	 	
 	 	 	 	 	 	 	 	 	
Operating revenues	 	$	359,553	 	 	$	338,961	 	
 	 	 	 	 	 	 	 	 	
Operating expenses:	 	 	 	 	 	 	 	 	
Operations and maintenance	 	 	137,762	 	 	 	136,911	 	
Depreciation	 	 	54,871	 	 	 	53,002	 	
Amortization	 	 	3,887	 	 	 	6,486	 	
Taxes other than income taxes	 	 	27,211	 	 	 	25,803	 	
 	 	 	 	 	 	 	
 	 	 	223,731	 	 	 	222,202	 	

Operating income	 	 	135,822	 	 	 	116,759	 	
 	 	 	 	 	 	 	 	 	
Other expense (income):	 	 	 	 	 	 	 	 	
Interest expense, net	 	 	40,049	 	 	 	36,934	 	
Allowance for funds used during construction	 	 	(3,909	)	 	 	(3,002	)	
Gain on sale of other assets	 	 	(259	)	 	 	(2,039	)	
 	 	 	 	 	 	 	
Income before income taxes	 	 	99,941	 	 	 	84,866	 	
Provision for income taxes	 	 	32,000	 	 	 	33,500	 	
 	 	 	 	 	 	 	
Net income attributable to common shareholders	 	$	67,941	 	 	$	51,366	 	

Net income attributable to common shareholders	 	$	67,941	 	 	$	51,366	 	
Other comprehensive income, net of tax:	 	 	 	 	 	 	 	 	
Unrealized holding gain on investments	 	 	96	 	 	 	902	 	
Reclassification adjustment for gains reported in net income	 	 	(73	)	 	 	(1,330	)	
 	 	 	 	 	 	 	
Comprehensive income	 	$	67,964	 	 	$	50,938	 	

Net income per common share:	 	 	 	 	 	 	 	 	
Basic	 	$	0.49	 	 	$	0.38	 	
 	 	 	 	 	 	 	
Diluted	 	$	0.49	 	 	$	0.38	 	

Average common shares outstanding during the period:	 	 	 	 	 	 	 	 	
Basic	 	 	137,971	 	 	 	136,647	 	
 	 	 	 	 	 	 	
Diluted	 	 	138,518	 	 	 	136,960	 	

Cash dividends declared per common share	 	$	0.31	 	 	$	0.29	 	
 	 	 	 	 	 	 	
See notes to consolidated financial statements beginning on page 8 of this report.

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AQUA AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(In thousands, except per share amounts)
(UNAUDITED)
 	 	 	 	 	 	 	 	 	
 	 	Three Months Ended	 	
 	 	June 30,	 	
 	 	2011	 	 	2010	 	
 	 	 	 	 	 	 	 	 	
Operating revenues	 	$	188,229	 	 	$	178,444	 	
 	 	 	 	 	 	 	 	 	
Operating expenses:	 	 	 	 	 	 	 	 	
Operations and maintenance	 	 	70,437	 	 	 	69,310	 	
Depreciation	 	 	27,578	 	 	 	26,802	 	
Amortization	 	 	1,931	 	 	 	3,314	 	
Taxes other than income taxes	 	 	13,446	 	 	 	12,943	 	
 	 	 	 	 	 	 	
 	 	 	113,392	 	 	 	112,369	 	

Operating income	 	 	74,837	 	 	 	66,075	 	
 	 	 	 	 	 	 	 	 	
Other expense (income):	 	 	 	 	 	 	 	 	
Interest expense, net	 	 	20,106	 	 	 	18,504	 	
Allowance for funds used during construction	 	 	(1,932	)	 	 	(1,461	)	
Gain on sale of other assets	 	 	(138	)	 	 	(110	)	
 	 	 	 	 	 	 	
Income before income taxes	 	 	56,801	 	 	 	49,142	 	
Provision for income taxes	 	 	19,211	 	 	 	19,287	 	
 	 	 	 	 	 	 	
Net income attributable to common shareholders	 	$	37,590	 	 	$	29,855	 	

Net income attributable to common shareholders	 	$	37,590	 	 	$	29,855	 	
Other comprehensive income, net of tax:	 	 	 	 	 	 	 	 	
Unrealized holding gain on investments	 	 	92	 	 	 	—	 	
Reclassification adjustment for gain reported in net income	 	 	(71	)	 	 	—	 	
 	 	 	 	 	 	 	
Comprehensive income	 	$	37,611	 	 	$	29,855	 	

Net income per common share:	 	 	 	 	 	 	 	 	
Basic	 	$	0.27	 	 	$	0.22	 	
 	 	 	 	 	 	 	
Diluted	 	$	0.27	 	 	$	0.22	 	

Average common shares outstanding during the period:	 	 	 	 	 	 	 	 	
Basic	 	 	138,114	 	 	 	136,785	 	
 	 	 	 	 	 	 	
Diluted	 	 	138,781	 	 	 	137,012	 	

Cash dividends declared per common share	 	$	0.155	 	 	$	0.145	 	
 	 	 	 	 	 	 	
See notes to consolidated financial statements beginning on page 8 of this report.

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AQUA AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CAPITALIZATION
(In thousands of dollars, except per share amounts)
(UNAUDITED)
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	June 30,	 	 	December 31,	 	
 	 	 	 	 	 	 	 	 	 	2011	 	 	2010	 	
Aqua America stockholders’ equity:	 	 	 	 	 	 	 	 	 	 	 	 	
Common stock, $.50 par value	 	 	 	 	 	$	69,552	 	 	$	69,223	 	
Capital in excess of par value	 	 	 	 	 	 	676,888	 	 	 	664,369	 	
Retained earnings	 	 	 	 	 	 	477,574	 	 	 	452,470	 	
Treasury stock, at cost	 	 	 	 	 	 	(12,980	)	 	 	(12,307	)	
Accumulated other comprehensive income	 	 	 	 	 	 	522	 	 	 	499	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total Aqua America stockholders’ equity	 	 	 	 	 	 	1,211,556	 	 	 	1,174,254	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Noncontrolling interest	 	 	 	 	 	 	581	 	 	 	572	 	

Total equity	 	 	 	 	 	 	1,212,137	 	 	 	1,174,826	 	

Long-term debt:	 	 	 	 	 	 	 	 	 	 	 	 	
Long-term debt of subsidiaries (substantially secured by utility plant):	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Interest Rate Range	 	Maturity Date Range	 	 	 	 	 	 	 	 	
 	 	0.00% to 0.99%	 	 	2012 to 2034	 	 	 	6,468	 	 	 	6,632	 	
 	 	1.00% to 1.99%	 	 	2011 to 2035	 	 	 	26,044	 	 	 	22,758	 	
 	 	2.00% to 2.99%	 	 	2019 to 2029	 	 	 	13,904	 	 	 	13,461	 	
 	 	3.00% to 3.99%	 	 	2016 to 2030	 	 	 	25,636	 	 	 	26,548	 	
 	 	4.00% to 4.99%	 	 	2020 to 2043	 	 	 	367,698	 	 	 	367,854	 	
 	 	5.00% to 5.99%	 	 	2012 to 2043	 	 	 	429,512	 	 	 	429,663	 	
 	 	6.00% to 6.99%	 	 	2011 to 2036	 	 	 	78,243	 	 	 	78,232	 	
 	 	7.00% to 7.99%	 	 	2012 to 2025	 	 	 	29,585	 	 	 	30,155	 	
 	 	8.00% to 8.99%	 	 	2021 to 2025	 	 	 	34,111	 	 	 	34,260	 	
 	 	9.00% to 9.99%	 	 	2011 to 2026	 	 	 	44,694	 	 	 	44,694	 	
 	 	10.40%	 	 	2018	 	 	 	6,000	 	 	 	6,000	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	1,061,895	 	 	 	1,060,257	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Notes payable to bank under revolving credit agreement, variable rate, due May 2012	 	 	62,000	 	 	 	65,000	 	
Unsecured notes payable:	 	 	 	 	 	 	 	 	 	 	 	 	
Notes ranging from 4.62% to 4.87%, due 2013 through 2024	 	 	 	 	 	 	193,000	 	 	 	193,000	 	
Notes ranging from 5.01% to 5.95%, due 2014 through 2037	 	 	 	 	 	 	242,132	 	 	 	242,132	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	1,559,027	 	 	 	1,560,389	 	
Current portion of long-term debt	 	 	 	 	 	 	90,502	 	 	 	28,413	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Long-term debt, excluding current portion	 	 	 	 	 	 	1,468,525	 	 	 	1,531,976	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total capitalization	 	 	 	 	 	$	2,680,662	 	 	$	2,706,802	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
See notes to consolidated financial statements beginning on page 8 of this report.

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AQUA AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF EQUITY
(In thousands of dollars)
(UNAUDITED)
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Accumulated	 	 	 	 	 	 	 	
 	 	 	 	 	 	Capital in	 	 	 	 	 	 	 	 	 	 	Other	 	 	 	 	 	 	 	
 	 	Common	 	 	Excess of	 	 	Retained	 	 	Treasury	 	 	Comprehensive	 	 	Noncontrolling	 	 	 	 	
 	 	Stock	 	 	Par Value	 	 	Earnings	 	 	Stock	 	 	Income (Loss)	 	 	Interest	 	 	Total	 	
Balance at December 31, 2010	 	$	69,223	 	 	$	664,369	 	 	$	452,470	 	 	$	(12,307	)	 	$	499	 	 	$	572	 	 	$	1,174,826	 	
Net income	 	 	—	 	 	 	—	 	 	 	67,941	 	 	 	—	 	 	 	—	 	 	 	9	 	 	 	67,950	 	
Unrealized holding gain on investments, net of income tax of $52	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	96	 	 	 	—	 	 	 	96	 	
Reclassification adjustment for gain reported in net income, net of income tax of $39	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(73	)	 	 	—	 	 	 	(73	)	
Dividends paid	 	 	—	 	 	 	—	 	 	 	(42,813	)	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(42,813	)	
Sale of stock (299,441 shares)	 	 	143	 	 	 	5,920	 	 	 	—	 	 	 	325	 	 	 	—	 	 	 	—	 	 	 	6,388	 	
Repurchase of stock (44,014 shares)	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(998	)	 	 	—	 	 	 	—	 	 	 	(998	)	
Equity compensation plan (14,716 shares)	 	 	7	 	 	 	(7	)	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	
Exercise of stock options (357,703 shares)	 	 	179	 	 	 	5,388	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	5,567	 	
Stock-based compensation	 	 	—	 	 	 	1,727	 	 	 	(24	)	 	 	—	 	 	 	—	 	 	 	—	 	 	 	1,703	 	
Employee stock plan tax benefits	 	 	—	 	 	 	(509	)	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(509	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance at June 30, 2011	 	$	69,552	 	 	$	676,888	 	 	$	477,574	 	 	$	(12,980	)	 	$	522	 	 	$	581	 	 	$	1,212,137	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
See notes to consolidated financial statements beginning on page 8 of this report.

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AQUA AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOW
(In thousands of dollars)
(UNAUDITED)
 	 	 	 	 	 	 	 	 	
 	 	Six Months Ended	 	
 	 	June 30,	 	
 	 	2011	 	 	2010	 	
Cash flows from operating activities:	 	 	 	 	 	 	 	 	
Net income attributable to common shareholders	 	$	67,941	 	 	$	51,366	 	
Adjustments to reconcile net income attributable to common shareholders to net cash flows from operating activities:	 	 	 	 	 	 	 	 	
Depreciation and amortization	 	 	58,758	 	 	 	59,488	 	
Deferred income taxes	 	 	33,216	 	 	 	4,495	 	
Provision for doubtful accounts	 	 	2,202	 	 	 	2,233	 	
Stock-based compensation	 	 	1,727	 	 	 	2,159	 	
Gain on sale of utility system	 	 	(4,317	)	 	 	—	 	
Gain on sale of other assets	 	 	(259	)	 	 	(2,039	)	
Net increase in receivables, inventory and prepayments	 	 	(12,806	)	 	 	(8,394	)	
Net decrease in payables, accrued interest, accrued taxes and other accrued liabilities	 	 	(996	)	 	 	(6,684	)	
Other	 	 	(9,522	)	 	 	(3,233	)	
 	 	 	 	 	 	 	
Net cash flows from operating activities	 	 	135,944	 	 	 	99,391	 	
 	 	 	 	 	 	 	
Cash flows from investing activities:	 	 	 	 	 	 	 	 	
Property, plant and equipment additions, including allowance for funds used during construction of $3,909 and $3,002	 	 	(142,844	)	 	 	(140,767	)	
Acquisitions of utility systems and other, net	 	 	(6,533	)	 	 	(1,621	)	
Additions to funds restricted for construction activity	 	 	(119	)	 	 	(1,020	)	
Release of funds previously restricted for construction activity	 	 	794	 	 	 	4,216	 	
Net proceeds from the sale of utility system and other assets	 	 	11,498	 	 	 	3,297	 	
Proceeds from note receivable	 	 	5,289	 	 	 	580	 	
Other	 	 	(383	)	 	 	(4,838	)	
 	 	 	 	 	 	 	
Net cash flows used in investing activities	 	 	(132,298	)	 	 	(140,153	)	
 	 	 	 	 	 	 	
Cash flows from financing activities:	 	 	 	 	 	 	 	 	
Customers’ advances and contributions in aid of construction	 	 	2,307	 	 	 	4,243	 	
Repayments of customers’ advances	 	 	(1,275	)	 	 	(4,818	)	
Net proceeds of short-term debt	 	 	29,216	 	 	 	23,946	 	
Proceeds from long-term debt	 	 	22,293	 	 	 	101,329	 	
Repayments of long-term debt	 	 	(23,562	)	 	 	(50,897	)	
Change in cash overdraft position	 	 	214	 	 	 	(9,309	)	
Proceeds from issuing common stock	 	 	6,388	 	 	 	6,188	 	
Proceeds from exercised stock options	 	 	5,567	 	 	 	1,411	 	
Stock-based compensation windfall tax benefits	 	 	—	 	 	 	117	 	
Repurchase of common stock	 	 	(998	)	 	 	(527	)	
Dividends paid on common stock	 	 	(42,813	)	 	 	(39,678	)	
 	 	 	 	 	 	 	
Net cash flows (used in) from financing activities	 	 	(2,663	)	 	 	32,005	 	

Net increase (decrease) in cash and cash equivalents	 	 	983	 	 	 	(8,757	)	
Cash and cash equivalents at beginning of period	 	 	5,934	 	 	 	21,869	 	
 	 	 	 	 	 	 	
Cash and cash equivalents at end of period	 	$	6,917	 	 	$	13,112	 	
 	 	 	 	 	 	 	
See notes to consolidated financial statements beginning on page 8 of this report.

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AQUA AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands of dollars, except per share amounts)
(UNAUDITED)
Note 1	 	Basis of Presentation	

 	 	The accompanying consolidated balance sheets and statements of capitalization of Aqua America, Inc. and subsidiaries (the “Company”) at June 30, 2011, the consolidated statements of income and comprehensive income for the six and three months ended June 30, 2011 and 2010, the consolidated statements of cash flow for the six months ended June 30, 2011 and 2010, and the consolidated statement of equity for the six months ended June 30, 2011, are unaudited, but reflect all adjustments, consisting of only normal recurring accruals, which are, in the opinion of management, necessary to present fairly the consolidated financial position, the consolidated changes in equity, the consolidated results of operations, and the consolidated cash flow for the periods presented. Because they cover interim periods, the statements and related notes to the financial statements do not include all disclosures and notes normally provided in annual financial statements and, therefore, should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2010. The results of operations for interim periods may not be indicative of the results that may be expected for the entire year. The December 31, 2010 consolidated balance sheet data presented herein was derived from the Company’s December 31, 2010 audited consolidated financial statements, but does not include all disclosures and notes normally provided in annual financial statements. Certain prior period amounts have been reclassified to conform to the current period presentation.	

Note 2	 	Goodwill	

 	 	The following table summarizes the changes in the Company’s goodwill, by business segment:	

 	 	Regulated	 	 	 	 	 	 	 	
 	 	Segment	 	 	Other	 	 	Consolidated	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance at December 31, 2010	 	$	36,113	 	 	$	4,121	 	 	$	40,234	 	
Goodwill acquired	 	 	867	 	 	 	—	 	 	 	867	 	
Reclassifications to utility plant acquisition adjustment	 	 	(323	)	 	 	—	 	 	 	(323	)	
 	 	 	 	 	 	 	 	 	 	
Balance at June 30, 2011	 	$	36,657	 	 	$	4,121	 	 	$	40,778	 	

 	 	The reclassification of goodwill to utility plant acquisition adjustment results from a mechanism approved by the applicable public utility commission. The mechanism provides for the transfer over time, and the recovery through customer rates, of goodwill associated with certain acquisitions upon achieving certain objectives.	

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AQUA AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(In thousands of dollars, except per share amounts)
(UNAUDITED)
Note 3	 	Acquisitions	

 	 	As part of the Company’s growth-through-acquisition strategy, in July 2011, the Company entered into a definitive agreement with American Water Works Company, Inc. (“American Water”) to purchase all of the stock of the subsidiary of American Water’s regulated water and wastewater operations in Ohio for cash of approximately $88,000 at closing plus certain assumed liabilities, including debt of approximately $16,000. American Water’s Ohio operations serve approximately 57,000 customers. The purchase price is subject to certain adjustments at closing, and closing is conditioned upon the closing of the Company’s sale of its regulated water operations in New York to American Water, and is subject to applicable regulatory approvals. The transaction is expected to close in the first quarter of 2012.	
 	 	 	
 	 	In June 2011, the Company completed its acquisition of approximately 51 water and five wastewater systems in Texas serving approximately 5,300 customers. The total purchase price consisted of $6,245 in cash. The pro forma effect of the business acquired is not material to the Company’s results of operations.	

Note 4	 	Dispositions	

 	 	In July 2011, the Company entered into a definitive agreement with Connecticut Water Service, Inc. to sell its regulated water operations in Maine for cash of approximately $35,800 at closing plus certain assumed liabilities, including debt of approximately $17,500. The purchase price is subject to certain adjustments at closing. This subsidiary is included in the Regulated segment, and as of June 30, 2011, the carrying amount of Maine’s assets and liabilities were $57,340 and $39,501, respectively. The Company’s Maine operations serve approximately 16,000 customers. The sale is conditioned, among other things, on the receipt of regulatory approvals, and is expected to close in the first quarter of 2012. In the third quarter, the Company will recognize additional income tax expense of approximately $5,000 for the additional deferred tax liabilities that arise from the difference between the stock and tax basis of the Company’s investment in its Aqua Maine subsidiary. The completion of this transaction will conclude the Company’s operations in Maine.	
 	 	 	
 	 	In July 2011, the Company entered into a definitive agreement with American Water to sell its regulated water operations in New York for cash of approximately $42,000 at closing plus certain assumed liabilities, including debt of approximately $23,000. This subsidiary is included in the Regulated segment, and as of June 30, 2011, the carrying amount of New York’s assets and liabilities were $105,801 and $63,905, respectively. In the third quarter, the Company will recognize additional income tax expense of approximately $2,500 for the additional deferred tax liabilities that arise from the difference between the stock and tax basis of the Company’s investment in its Aqua New York subsidiary. The Company’s New York operations serve approximately 51,000 customers. The purchase price is subject to certain adjustments at closing, and closing is conditioned upon the closing of the Company’s acquisition of American Water’s regulated water and wastewater operations in Ohio, and is subject to applicable regulatory approvals. The sale is expected to close in the first quarter of 2012. The completion of this transaction will conclude the Company’s operations in New York.	

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AQUA AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(In thousands of dollars, except per share amounts)
(UNAUDITED)
 	 	Based on an assessment of the sale prices and the carrying values of the Company’s planned dispositions of its Maine and New York operations, there is no anticipated impairment expected to be recognized as a result of the sale agreements.	
 	 	 	
 	 	In June 2011, the Company sold a water and wastewater utility system for net proceeds of $4,106. The sale resulted in the recognition of a gain on the sale, net of expenses, of $1,580 in the second quarter of 2011, and is reported in the consolidated statements of income and comprehensive income as a reduction to operations and maintenance expense. As of June 30, 2011, an additional amount of contingent gain has been deferred pending the final regulatory treatment afforded to such item.	
 	 	 	
 	 	In May 2011, the Company sold its regulated water and wastewater operations in Missouri for net proceeds of $3,225. This sale of the Company’s Missouri operations concluded the bulk of our regulated utility operations in Missouri.	
 	 	 	
 	 	In January 2011, the Company sold a water and wastewater utility system in Texas for net proceeds of $3,118. The sale resulted in the recognition of a gain on the sale of these assets, net of expenses, of $2,452. The gain is reported in the consolidated statements of income and comprehensive income as a reduction to operations and maintenance expense.	
 	 	 	
 	 	The City of Fort Wayne, Indiana (the “City”) has authorized the acquisition by eminent domain of the northern portion of the utility system of one of the operating subsidiaries that the Company acquired in connection with the AquaSource acquisition in 2003. In 2008, the Company reached a settlement with the City to transition the northern portion of the system in 2008 upon receipt of the City’s initial valuation payment of $16,911. The settlement agreement specifically stated that the final valuation of the northern portion of the Company’s system will be determined through a continuation of the legal proceedings that were filed challenging the City’s valuation. On February 12, 2008, the Company turned over the northern portion of the system to the City upon receipt of the initial valuation payment. The proceeds received by the Company are in excess of the book value of the assets relinquished. No gain has been recognized due to the contingency over the final valuation of the assets. Once the contingency is resolved and the asset valuation is finalized, through the finalization of the litigation between the Company and the City of Fort Wayne, the amounts deferred will be recognized in the Company’s consolidated income statement. On March 16, 2009, oral argument was held on certain procedural aspects with respect to the valuation evidence that may be presented and whether the Company is entitled to a jury trial. On October 12, 2010, the Wells County Indiana Circuit Court ruled that the Company is not entitled to a jury trial, and that the Wells County judge should review the City of Fort Wayne Board of Public Works’ assessment based upon a “capricious, arbitrary or an abuse of discretion” standard. The Company disagreed with the Court’s decision and as such on November 11, 2010, requested that the Wells County	

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AQUA AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(In thousands of dollars, except per share amounts)
(UNAUDITED)
 	 	Indiana Circuit Court certify those issues for an interim appeal. The Wells County Indiana Circuit Court granted that request and on March 7, 2011, the Indiana Court of Appeals granted the Company’s request to review the decision of those issues on appeal. On July 6, 2011, the Company filed its appeal with the Indiana Court of Appeals. Depending upon the outcome of all of the legal proceeding the Company may be required to refund a portion of the initial valuation payment, or may receive additional proceeds. The northern portion of the utility system relinquished represents approximately 0.4% of the Company’s total assets.	

Note 5	 	Fair Value of Financial Instruments	

 	 	The carrying amount of current assets and liabilities that are considered financial instruments approximates their fair value as of the dates presented. The carrying amount and estimated fair value of the Company’s long-term debt are as follows:	

 	 	June 30,	 	 	December 31,	 	
 	 	2011	 	 	2010	 	
Carrying Amount	 	$	1,559,027	 	 	$	1,560,389	 	
Estimated Fair Value	 	 	1,586,315	 	 	 	1,483,816	 	

 	 	The fair value of long-term debt has been determined by discounting the future cash flows using current market interest rates for similar financial instruments of the same duration. The Company’s customers’ advances for construction and related tax deposits have a carrying value of $66,143 as of June 30, 2011, and $66,966 as of December 31, 2010. Their relative fair values cannot be accurately estimated because future refund payments depend on several variables, including new customer connections, customer consumption levels, and future rate increases. Portions of these non-interest bearing instruments are payable annually through 2026 and amounts not paid by the contract expiration dates become non-refundable. The fair value of these amounts would, however, be less than their carrying value due to the non-interest bearing feature.	

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AQUA AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(In thousands of dollars, except per share amounts)
(UNAUDITED)
Note 6	 	Net Income per Common Share	

 	 	Basic net income per common share is based on the weighted average number of common shares outstanding. Diluted net income per common share is based on the weighted average number of common shares outstanding and potentially dilutive shares. The dilutive effect of employee stock-based compensation is included in the computation of diluted net income per common share. The dilutive effect of stock-based compensation is calculated using the treasury stock method and expected proceeds upon exercise or issuance of the stock-based compensation. The following table summarizes the shares, in thousands, used in computing basic and diluted net income per common share:	

 	 	Six Months Ended	 	 	Three Months Ended	 	
 	 	June 30,	 	 	June 30,	 	
 	 	2011	 	 	2010	 	 	2011	 	 	2010	 	
Average common shares outstanding during the period for basic computation	 	 	137,971	 	 	 	136,647	 	 	 	138,114	 	 	 	136,785	 	
Dilutive effect of employee stock-based compensation	 	 	547	 	 	 	313	 	 	 	667	 	 	 	227	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Average common shares outstanding during the period for diluted computation	 	 	138,518	 	 	 	136,960	 	 	 	138,781	 	 	 	137,012	 	

 	 	

 	 	
 	 	
 	 	For the six and three months ended June 30, 2011, employee     stock options to purchase 933,800 shares of common stock, were excluded from the calculations of diluted net income per share as the calculated proceeds from the options’ exercise were greater than the average market price of the Company’s common stock during these periods. For the six and three months ended June 30, 2010, employee stock options to purchase 2,665,445 shares of common stock, were excluded from the calculations of diluted net income per share as the calculated proceeds from the options’ exercise were greater than the average market price of the Company’s common stock during these periods.	

Note 7	 	Stock-based Compensation	

 	 	Under the Company’s 2009 Omnibus Equity Compensation Plan (the “2009 Plan”), as approved by the Company’s shareholders to replace the 2004 Equity Compensation Plan (the “2004 Plan”), stock options, stock units, stock awards, stock appreciation rights, dividend equivalents, and other stock-based awards may be granted to employees, non-employee directors, and consultants and advisors. The 2009 Plan authorizes 5,000,000 shares for issuance under the plan. A maximum of 50% of the shares available for issuance under the 2009 Plan may be issued as restricted stock and the maximum number of shares that may be subject to grants under the Plan to any one individual in any one year is 200,000. Awards under the 2009 Plan are made by a committee of the Board of Directors. At June 30, 2011, 4,149,814 shares underlying stock-based compensation awards were still available for grants under the 2009 Plan. No further grants may be made under the 2004 Plan.	

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AQUA AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(In thousands of dollars, except per share amounts)
(UNAUDITED)
 	 	Performance Share Units — A performance share unit (“PSU”) represents the right to receive a share of the Company’s common stock if specified performance goals are met over the three year performance period specified in the grant, subject to certain exceptions through the three year vesting period. Each grantee is granted a target award of PSUs, and may earn between 0% and 200% of the target amount depending on the Company’s performance against the performance goals. During the six and three months ended June 30, 2011, the Company recorded stock-based compensation related to PSUs as a component of operations and maintenance expense of $361, and $260, respectively. The following table summarizes nonvested PSU transactions for the six months ended June 30, 2011:	

 	 	Number	 	 	Weighted	 	
 	 	of	 	 	Average	 	
 	 	Share Units	 	 	Fair Value	 	
 	 	 	 	 	 	 	 	 	
Nonvested share units at beginning of period	 	 	—	 	 	$	—	 	
Granted	 	 	109,375	 	 	 	24.38	 	
Performance criteria adjustment	 	 	14,027	 	 	 	24.38	 	
Forfeited	 	 	(1,475	)	 	 	24.38	 	
Vested	 	 	—	 	 	 	—	 	
Share unit awards issued	 	 	—	 	 	 	—	 	
 	 	 	 	 	 	 	
Nonvested share units at end of period	 	 	121,927	 	 	$	24.38	 	

 	 	The fair value of PSUs was estimated at the grant date based on the probability of satisfying the performance conditions associated with the PSUs using the Monte Carlo valuation method. The per unit weighted-average fair value at the date of grant for PSUs granted during the six months ended June 30, 2011 was $24.38. The fair value of each PSU grant is amortized into compensation expense on a straight-line basis over their respective vesting periods, which range from 24 to 36 months. The accrual of compensation costs is based on our estimate of the final expected value of the award, and is adjusted as required. The Company assumes that forfeitures will be minimal, and recognizes forfeitures as they occur, which results in a reduction in compensation expense. The recording of compensation expense for PSUs has no impact on net cash flows.	

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AQUA AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(In thousands of dollars, except per share amounts)
(UNAUDITED)
 	 	Restricted Stock Units — A restricted stock unit (“RSU”) represents the right to receive a share of the Company’s common stock. RSUs are eligible to be earned at the end of a specified restricted period, generally three years, beginning on the date of grant. During the six and three months ended June 30, 2011, the Company recorded stock-based compensation related to awards of RSUs as a component of operations and maintenance expense of $141, and $102, respectively. The Company assumes that forfeitures will be minimal, and recognizes forfeitures as they occur, which results in a reduction in compensation expense. The following table summarizes nonvested RSU transactions for the six months ended June 30, 2011:	

 	 	Number	 	 	Weighted	 	
 	 	of	 	 	Average	 	
 	 	Stock Units	 	 	Fair Value	 	
 	 	 	 	 	 	 	 	 	
Nonvested stock units at beginning of period	 	 	—	 	 	$	—	 	
Granted	 	 	44,342	 	 	 	22.21	 	
Vested	 	 	—	 	 	 	—	 	
Forfeited	 	 	—	 	 	 	—	 	
 	 	 	 	 	 	 	
Nonvested stock units at end of period	 	 	44,342	 	 	$	22.21	 	

 	 	Stock Options — The fair value of stock options is estimated at the grant date using the Black-Scholes option-pricing model. The following table provides compensation costs for stock-based compensation related to stock options granted in prior periods:	

 	 	Six months ended June 30,	 	 	Three months ended June 30,	 	
 	 	2011	 	 	2010	 	 	2011	 	 	2010	 	
Stock-based compensation for stock options within operations and maintenance expenses	 	$	769	 	 	$	1,013	 	 	$	329	 	 	$	519	 	
Income tax benefit	 	 	420	 	 	 	301	 	 	 	46	 	 	 	149	 	

 	 	There were no stock options granted during the six months ended June 30, 2011. During the second quarter of 2011, the Company recorded an adjustment related to its historical stock option forfeitures that resulted in a favorable adjustment to compensation expense of $644 and additional income tax expense of $52.	

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AQUA AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(In thousands of dollars, except per share amounts)
(UNAUDITED)
 	 	The following table summarizes stock option transactions for the six months ended June 30, 2011:	

 	 	 	 	 	 	Weighted	 	 	Weighted	 	 	 	 	
 	 	 	 	 	 	Average	 	 	Average	 	 	Aggregate	 	
 	 	 	 	 	 	Exercise	 	 	Remaining	 	 	Intrinsic	 	
 	 	Shares	 	 	Price	 	 	Life (years)	 	 	Value	 	
Options:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Outstanding at beginning of period	 	 	3,839,197	 	 	$	19.54	 	 	 	 	 	 	 	 	 	
Granted	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 	
Forfeited	 	 	(12,356	)	 	 	18.56	 	 	 	 	 	 	 	 	 	
Expired	 	 	(10,796	)	 	 	23.13	 	 	 	 	 	 	 	 	 	
Exercised	 	 	(357,703	)	 	 	15.56	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Outstanding at end of period	 	 	3,458,342	 	 	$	19.95	 	 	 	5.4	 	 	$	10,975	 	

Exercisable at end of period	 	 	2,973,498	 	 	$	20.28	 	 	 	4.9	 	 	$	8,997	 	

 	 	Restricted Stock — During the six months ended June 30, 2011 and 2010, the Company recorded stock-based compensation related to restricted stock awards as a component of operations and maintenance expense in the amounts of $1,100 and $1,144, respectively. During the three months ended June 30, 2011 and 2010, the Company recorded stock-based compensation related to restricted stock awards as a component of operations and maintenance expense in the amounts of $711 and $692, respectively. The following table summarizes nonvested restricted stock transactions for the six months ended June 30, 2011:	

 	 	Number	 	 	Weighted	 	
 	 	of	 	 	Average	 	
 	 	Shares	 	 	Fair Value	 	
 	 	 	 	 	 	 	 	 	
Nonvested shares at beginning of period	 	 	233,387	 	 	$	17.62	 	
Granted	 	 	16,000	 	 	 	22.44	 	
Vested	 	 	(85,204	)	 	 	18.63	 	
Forfeited	 	 	(1,824	)	 	 	17.23	 	
 	 	 	 	 	 	 	
Nonvested share units at end of period	 	 	162,359	 	 	$	17.57	 	

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AQUA AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(In thousands of dollars, except per share amounts)
(UNAUDITED)
Note 8	 	Pension Plans and Other Postretirement Benefits	

 	 	The Company maintains qualified defined benefit pension plans, nonqualified pension plans and other postretirement benefit plans for certain of its employees. The net periodic benefit cost is based on estimated values and an extensive use of assumptions about the discount rate, expected return on plan assets, the rate of future compensation increases received by the Company’s employees, mortality, turnover, and medical costs. The following tables provide the components of net periodic benefit costs:	

 	 	Pension Benefits	 	
 	 	Six Months Ended	 	 	Three Months Ended	 	
 	 	June 30,	 	 	June 30,	 	
 	 	2011	 	 	2010	 	 	2011	 	 	2010	 	
Service cost	 	$	2,087	 	 	$	2,344	 	 	$	1,044	 	 	$	1,172	 	
Interest cost	 	 	5,928	 	 	 	6,440	 	 	 	2,964	 	 	 	3,220	 	
Expected return on plan assets	 	 	(5,191	)	 	 	(5,592	)	 	 	(2,596	)	 	 	(2,796	)	
Amortization of prior service cost	 	 	87	 	 	 	70	 	 	 	43	 	 	 	35	 	
Amortization of actuarial loss	 	 	2,033	 	 	 	2,060	 	 	 	1,016	 	 	 	1,030	 	
Capitalized costs	 	 	(1,808	)	 	 	(1,685	)	 	 	(951	)	 	 	(888	)	
Settlement charge	 	 	—	 	 	 	884	 	 	 	—	 	 	 	884	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Net periodic benefit cost	 	$	3,136	 	 	$	4,521	 	 	$	1,520	 	 	$	2,657	 	

 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	Other	 	 	 	 	 	
 	 	Postretirement Benefits	 	
 	 	Six Months Ended	 	 	Three Months Ended	 	
 	 	June 30,	 	 	June 30,	 	
 	 	2011	 	 	2010	 	 	2011	 	 	2010	 	
Service cost	 	$	751	 	 	$	610	 	 	$	376	 	 	$	305	 	
Interest cost	 	 	1,623	 	 	 	1,240	 	 	 	812	 	 	 	620	 	
Expected return on plan assets	 	 	(1,243	)	 	 	(924	)	 	 	(621	)	 	 	(462	)	
Amortization of transition obligation	 	 	69	 	 	 	52	 	 	 	34	 	 	 	26	 	
Amortization of prior service cost	 	 	(178	)	 	 	(134	)	 	 	(89	)	 	 	(67	)	
Amortization of actuarial loss	 	 	411	 	 	 	342	 	 	 	206	 	 	 	171	 	
Amortization of regulatory asset	 	 	68	 	 	 	68	 	 	 	34	 	 	 	34	 	
Capitalized costs	 	 	(343	)	 	 	(250	)	 	 	(188	)	 	 	(129	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Net periodic benefit cost	 	$	1,158	 	 	$	1,004	 	 	$	564	 	 	$	498	 	

 	 	The Company made cash contributions of $16,540 to its defined benefit pension plans during the first six months of 2011, and intends to make cash contributions of $600 to the plans during the remainder of 2011. In addition, the Company expects to make cash contributions of $2,012 for the funding of its other postretirement benefit plans during the remainder of 2011.	

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AQUA AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(In thousands of dollars, except per share amounts)
(UNAUDITED)
Note 9	 	Water and Wastewater Rates	

 	 	During the first six months of 2011, the Company’s operating divisions in Ohio, Pennsylvania, and Indiana, were granted base rate increases designed to increase total operating revenues on an annual basis by $3,421.	

Note 10	 	Taxes Other than Income Taxes	

 	 	The following table provides the components of taxes other than income taxes:	

 	 	Six Months Ended	 	 	Three Months Ended	 	
 	 	June 30,	 	 	June 30,	 	
 	 	2011	 	 	2010	 	 	2011	 	 	2010	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Property	 	$	13,852	 	 	$	13,039	 	 	$	6,781	 	 	$	6,513	 	
Capital stock	 	 	1,773	 	 	 	1,791	 	 	 	892	 	 	 	924	 	
Gross receipts, excise and franchise	 	 	4,937	 	 	 	4,680	 	 	 	2,620	 	 	 	2,459	 	
Payroll	 	 	3,940	 	 	 	3,748	 	 	 	1,621	 	 	 	1,600	 	
Other	 	 	2,709	 	 	 	2,545	 	 	 	1,532	 	 	 	1,447	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Total taxes other than income	 	$	27,211	 	 	$	25,803	 	 	$	13,446	 	 	$	12,943	 	

Note 11	 	Segment Information	

 	 	The Company has identified thirteen operating segments and has one reportable segment named the “Regulated” segment. The reportable segment is comprised of twelve operating segments for the Company’s water and wastewater regulated utility companies which are organized by the states where we provide these services. In addition, one segment is not quantitatively significant to be reportable and is comprised of the businesses that provide on-site septic tank pumping, sludge hauling services and certain other non-regulated water and wastewater services. This segment is included as a component of “Other” in the tables below. Also included in “Other” are corporate costs that have not been allocated to the Regulated segment and intersegment eliminations.	

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AQUA AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(In thousands of dollars, except per share amounts)
(UNAUDITED)
 	 	 	The following tables present the Company’s segment information:	

 	 	Three Months Ended	 	 	Three Months Ended	 	
 	 	June 30, 2011	 	 	June 30, 2010	 	
 	 	Regulated	 	 	Other	 	 	Consolidated	 	 	Regulated	 	 	Other	 	 	Consolidated	 	
Operating revenues	 	$	184,956	 	 	$	3,273	 	 	$	188,229	 	 	$	175,593	 	 	$	2,851	 	 	$	178,444	 	
Operations and maintenance expense	 	 	68,024	 	 	 	2,413	 	 	 	70,437	 	 	 	66,523	 	 	 	2,787	 	 	 	69,310	 	
Depreciation	 	 	28,112	 	 	 	(534	)	 	 	27,578	 	 	 	27,179	 	 	 	(377	)	 	 	26,802	 	
Operating income	 	 	73,849	 	 	 	988	 	 	 	74,837	 	 	 	66,038	 	 	 	37	 	 	 	66,075	 	
Interest expense, net of AFUDC	 	 	17,087	 	 	 	1,087	 	 	 	18,174	 	 	 	16,342	 	 	 	701	 	 	 	17,043	 	
Gain on sale of other assets	 	 	23	 	 	 	115	 	 	 	138	 	 	 	110	 	 	 	—	 	 	 	110	 	
Income tax	 	 	19,338	 	 	 	(127	)	 	 	19,211	 	 	 	20,009	 	 	 	(722	)	 	 	19,287	 	
Net income attributable to common shareholders	 	 	37,447	 	 	 	143	 	 	 	37,590	 	 	 	29,797	 	 	 	58	 	 	 	29,855	 	

 	 	Six Months Ended	 	 	Six Months Ended	 	
 	 	June 30, 2011	 	 	June 30, 2010	 	
 	 	Regulated	 	 	Other	 	 	Consolidated	 	 	Regulated	 	 	Other	 	 	Consolidated	 	
Operating revenues	 	$	353,221	 	 	$	6,332	 	 	$	359,553	 	 	$	333,599	 	 	$	5,362	 	 	$	338,961	 	
Operations and maintenance expense	 	 	134,283	 	 	 	3,479	 	 	 	137,762	 	 	 	132,581	 	 	 	4,330	 	 	 	136,911	 	
Depreciation	 	 	55,764	 	 	 	(893	)	 	 	54,871	 	 	 	53,784	 	 	 	(782	)	 	 	53,002	 	
Operating income	 	 	133,179	 	 	 	2,643	 	 	 	135,822	 	 	 	115,889	 	 	 	870	 	 	 	116,759	 	
Interest expense, net of AFUDC	 	 	34,095	 	 	 	2,045	 	 	 	36,140	 	 	 	32,565	 	 	 	1,367	 	 	 	33,932	 	
Gain (loss) on sale of other assets	 	 	98	 	 	 	161	 	 	 	259	 	 	 	(7	)	 	 	2,046	 	 	 	2,039	 	
Income tax	 	 	31,989	 	 	 	11	 	 	 	32,000	 	 	 	33,853	 	 	 	(353	)	 	 	33,500	 	
Net income attributable to common shareholders	 	 	67,193	 	 	 	748	 	 	 	67,941	 	 	 	49,464	 	 	 	1,902	 	 	 	51,366	 	
Capital expenditures	 	 	141,967	 	 	 	877	 	 	 	142,844	 	 	 	140,500	 	 	 	267	 	 	 	140,767	 	

 	 	June 30,	 	 	December 31,	 	
 	 	2011	 	 	2010	 	
Total assets:	 	 	 	 	 	 	 	 	
Regulated	 	 	4,088,525	 	 	 	3,991,493	 	
Other and eliminations	 	 	104,657	 	 	 	80,973	 	
 	 	 	 	 	 	 	
Consolidated	 	$	4,193,182	 	 	$	4,072,466	 	

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AQUA AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(In thousands of dollars, except per share amounts)
(UNAUDITED)
Note 12	 	Commitments and Contingencies	

 	 	The Company is routinely involved in various disputes, claims, lawsuits and other regulatory and legal matters, including both asserted and unasserted legal claims, in the ordinary course of business. The status of each such matter, referred to herein as a loss contingency, is reviewed and assessed in accordance with applicable accounting rules regarding the nature of the matter, the likelihood that a loss will be incurred, and the amounts involved. As of June 30, 2011, the aggregate amount of $11,106 is accrued for loss contingencies and is reported in the Company’s consolidated balance sheet as other accrued liabilities and other liabilities. These accruals represent management’s best estimate of probable loss (as defined in the accounting guidance) for loss contingencies or the low end of a range of losses if no single probable loss can be estimated. For some loss contingencies, the Company is unable to estimate the amount of the probable loss or range of probable losses. While the final outcome of these loss contingencies cannot be predicted with certainty, and unfavorable outcomes could negatively impact the Company, at this time in the opinion of management, the final resolution of these matters are not expected to have a material adverse effect on the Company’s financial position, results of operations or cash flows. Further, the Company has insurance coverage for certain of these loss contingencies, and as of June 30, 2011, estimates that approximately $1,244 of the amount accrued for these matters are probable of recovery through insurance, which amount is also reported in the Company’s consolidated balance sheet as deferred charges and other assets, net.	

 	 	The Company maintains agreements with other water purveyors for the purchase of water to supplement its water supply, particularly during periods of peak demand. The agreements stipulate purchases of minimum quantities of water to the year 2026. During the second quarter of 2011, the Company received notice of increased rates on certain purchase water agreements. As a result of these increases, the Company’s estimated annual commitments related to all of such purchases through 2015 are expected to average $12,274 and the aggregate of the commitments for the years remaining approximates $49,697.	

Note 13	 	Income Taxes	

 	 	As of June 30, 2011, the Company recorded a deferred tax asset for a Federal net operating loss (“NOL”) carryforward of $55,400, and for the Company’s Pennsylvania operating subsidiary, a state NOL of $13,743. The Company believes the Federal and state NOL carryforwards are more likely than not to be recovered and require no valuation allowance. The Company’s Federal and state NOL carryforwards do not begin to expire until 2030 and 2031, respectively.	

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AQUA AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(In thousands of dollars, except per share amounts)
(UNAUDITED)
Note 14	 	Recent Accounting Pronouncements	

 	 	 	There have been no recent accounting pronouncements or changes in accounting pronouncements that the Company has adopted that would have a material impact on the Company’s consolidated results of operations or consolidated financial position during the six months ended June 30, 2011.	

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AQUA AMERICA, INC. AND SUBSIDIARIES
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(In thousands of dollars, except per share amounts)
 	 	 	
Item 2.	 	Management’s Discussion and Analysis of Financial Condition and Results of Operations	
Forward-looking Statements
This Management’s Discussion and Analysis of Financial Condition and Results of Operations and other sections of this Quarterly Report contain, in addition to historical information, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements address, among other things: our belief in our ability to renew our short-term lines of credit; the impact and the actions we may need to take if we are unable to obtain sufficient capital; the projected impact of various legal proceedings; the projected effects of recent accounting pronouncements; prospects, plans, objectives, expectations and beliefs of management, as well as information contained in this report where statements are preceded by, followed by or include the words “believes,” “expects,” “anticipates,” “plans,” “future,” “potential,” “probably,” “predictions,“intends,” “will,” “continue” or the negative of such terms or similar expressions. Forward-looking statements are based on a number of assumptions concerning future events, and are subject to a number of risks, uncertainties and other factors, many of which are outside our control, which could cause actual results to differ materially from those expressed or implied by such statements. These risks and uncertainties include, among others: the effects of regulation, abnormal weather, changes in capital requirements and funding, acquisitions, changes to the capital markets, and our ability to assimilate acquired operations, as well as those risks, uncertainties and other factors discussed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2010 under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in such report. As a result, readers are cautioned not to place undue reliance on any forward-looking statements. We undertake no obligation to update or revise forward-looking statements, whether as a result of new information, future events or otherwise.
General Information
Nature of Operations - Aqua America, Inc. (“we” or “us”), a Pennsylvania corporation, is the holding company for regulated utilities providing water or wastewater services to what we estimate to be approximately 3 million people in Pennsylvania, Ohio, North Carolina, Illinois, Texas, New Jersey, New York, Florida, Indiana, Virginia, Maine, and Georgia. Our largest operating subsidiary, Aqua Pennsylvania, Inc., provides water or wastewater services to approximately one-half of the total number of people we serve, who are located in the suburban areas in counties north and west of the City of Philadelphia and in 25 other counties in Pennsylvania. Our other subsidiaries provide similar services in 11 other states. In July 2011, we entered into a definitive agreement to purchase all of American Water Works Company, Inc’s regulated operations in Ohio (the “Ohio acquisition”), which serve approximately 57,000 customers, and to simultaneously sell our regulated water and wastewater operations in New York, which serve approximately 51,000 customers. Also, in July 2011, we entered into a definitive agreement to sell our operations in Maine, which serve approximately 16,000 customers. The Ohio acquisition will be financed by the issuance of long-term and / or short-term debt. The proceeds from the

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AQUA AMERICA, INC. AND SUBSIDIARIES
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
(In thousands of dollars, except per share amounts)
dispositions of our operations in New York and Maine will be used to paydown a portion of our short-term debt and other general corporate purposes. These transactions are conditioned, among other things, on the receipt of regulatory approvals, and are expected to close in the first quarter of 2012. The completion of these transactions will conclude our operations in New York and Maine. In December 2010, we entered into a definitive agreement to sell our regulated water and wastewater operations in Missouri, which served approximately 3,900 customers. The sale of our utility in Missouri closed in May 2011, concluding the bulk of our utility operations in Missouri. In addition, we provide water and wastewater service through operating and maintenance contracts with municipal authorities and other parties close to our utility companies’ service territories as well as sludge hauling, septage and grease services, backflow prevention services, and certain other non-regulated water and wastewater services.
Aqua America, Inc., which prior to its name change in 2004 was known as Philadelphia Suburban Corporation, was formed in 1968 as a holding company for its primary subsidiary, Aqua Pennsylvania, Inc., formerly known as Philadelphia Suburban Water Company. In the early 1990s, we embarked on a growth-through-acquisition strategy focused on water and wastewater operations. Our most significant transactions to date have been the merger with Consumers Water Company in 1999, the acquisition of the regulated water and wastewater operations of AquaSource, Inc. in 2003, the acquisition of Heater Utilities, Inc. in 2004, and the acquisition of New York Water Service Corporation in 2007. Since the early 1990s, our business strategy has been primarily directed toward the regulated water and wastewater utility industry and has extended our regulated operations from southeastern Pennsylvania to include operations in 11 other states.
Financial Condition
During the first six months of 2011, we had $142,844 of capital expenditures, and repaid debt and made sinking fund contributions and other loan repayments of $23,562. The capital expenditures were related to improvements to treatment plants, new and rehabilitated water mains, tanks, hydrants, and service lines, well and booster improvements, and other enhancements and improvements.
At June 30, 2011, we had $6,917 of cash and cash equivalents compared to $5,934 at December 31, 2010. During the first six months of 2011, we used the proceeds from internally generated funds, the sale of other assets, and the sale or issuance of common stock through our equity compensation plan and dividend reinvestment plan, to fund the cash requirements discussed above and to pay dividends.
At June 30, 2011, our $95,000 unsecured revolving credit facility, which expires in May 2012, had $15,399 available for borrowing. At June 30, 2011, we had short-term lines of credit of $167,000, of which $48,116 was available. On July 1, 2011, we did not renew one of our credit lines in the amount of $2,500, which expired on July 1, 2011, as it was no longer needed. One of our short-term lines of credit is an Aqua Pennsylvania $100,000 364-day unsecured revolving credit facility with three banks, which is used to provide working capital, and as of June 30, 2011, $7,857 was available.

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AQUA AMERICA, INC. AND SUBSIDIARIES
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
(In thousands of dollars, except per share amounts)
Our short-term lines of credit of $167,000 are subject to renewal on an annual basis. Although we believe we will be able to renew these facilities, there is no assurance that they will be renewed, or what the terms of any such renewal will be. The United States credit and liquidity crisis that occurred in 2008 and 2009 caused substantial volatility in capital markets, including credit markets and the banking industry, generally reduced the availability of credit from financing sources, and could re-occur in the future. If in the future, our credit facilities are not renewed or our short-term borrowings are called for repayment, we would have to seek alternative financing sources; however, there can be no assurance that these alternative financing sources would be available on terms acceptable to us. In the event we are not able to obtain sufficient capital, we may need to reduce our capital expenditures and our ability to pursue acquisitions that we may rely on for future growth could be impaired.
The Company’s consolidated balance sheet historically has had a negative working capital position whereby routinely our current liabilities exceed our current assets. Management believes that internally generated funds along with existing credit facilities and the proceeds from the issuance of long-term debt and common stock will be adequate to provide sufficient working capital to maintain normal operations and to meet our financing requirements for at least the next twelve months.
Results of Operations
Analysis of First Six Months of 2011 Compared to First Six Months of 2010
Revenues increased $20,592 or 6.1% primarily due to additional revenues associated with increased water and wastewater rates of $19,956, and additional water and wastewater revenues of $1,289 associated with a larger customer base due to acquisitions.
Operations and maintenance expenses increased by $851 or 0.6% primarily due to increased water production costs of $2,723, an increase in postretirement benefits expenses of $1,396, increases in operating costs associated with acquired utility systems of $821, increases in fuel costs for our service vehicles of $475, and normal increases in other operating costs. Offsetting these increases were the gains on the sales of our utility systems recognized during the first six months of 2011 of $4,312, the effect of the write-off in the first quarter of 2010 of previously deferred regulatory expenses of $1,011, and decreased insurance expense of $734. The increase in water production costs is primarily due to an increase in the cost of purchased water.
Depreciation expense increased $1,869 or 3.5% due to the utility plant placed in service since June 30, 2010.

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AQUA AMERICA, INC. AND SUBSIDIARIES
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
(In thousands of dollars, except per share amounts)
Amortization decreased $2,599 primarily due to the additional expense recognized in the first six months of 2010 of $3,431 resulting from the recovery of our costs associated with a completed rate filing in Texas, offset by the amortization of the costs associated with, and other costs being recovered in, various rate filings.
Taxes other than income taxes increased by $1,408 or 5.5% primarily due to an increase in property taxes of $813 and an increase in gross receipts, excise and franchise taxes of $257. The increase in property taxes is attributable to an increase in recoverable expenses associated with a rate award received in February 2010 for one of our states. In that state, recovery of the property taxes began with the conclusion of the most recent rate proceeding, whereas previously these taxes had been deferred pending the inclusion in future rates. The increase in gross receipts, excise and franchise taxes is attributable to an increase in revenue.
Interest expense increased by $3,115 or 8.4% primarily due to additional borrowings to finance capital projects, offset partially by decreased interest rates on long-term debt.
Allowance for funds used during construction (“AFUDC”) increased by $907 primarily due to an increase in the average balance of proceeds held from tax-exempt bond issuances that are restricted to funding certain capital projects.
Gain on sale of other assets totaled $259 in the first half of 2011 and $2,039 in the first half of 2010. The decrease of $1,780 is principally due to a gain on the sale of an investment in the first half of 2010.
Our effective income tax rate was 32.0% in the first half of 2011 and 39.5% in the first half of 2010. The effective income tax rate decreased as a result of the recognition in 2011 of the net state income tax benefit of $7,811 associated with 100% bonus depreciation for qualifying capital additions.
Net income attributable to common shareholders increased by $16,575 or 32.3%, in comparison to the same period in 2010 primarily as a result of the factors described above. On a diluted per share basis, earnings increased $0.11 reflecting the change in net income attributable to common shareholders and a 1.1% increase in the average number of common shares outstanding. If earnings were adjusted to exclude the net state income tax benefit associated with 100% bonus depreciation, a non-GAAP financial measure, earnings would have increased by $0.05 per share, as compared to the first half of 2010. The increase in the number of shares outstanding is primarily a result of the additional shares sold or issued through our equity compensation plan and dividend reinvestment plan.

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AQUA AMERICA, INC. AND SUBSIDIARIES
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
(In thousands of dollars, except per share amounts)
Results of Operations
Analysis of Second Quarter of 2011 Compared to Second Quarter of 2010
Revenues increased $9,785 or 5.5% primarily due to additional revenues associated with increased water and wastewater rates of $7,905, and additional water and wastewater revenues of $716 associated with a larger customer base due to acquisitions.
Operations and maintenance expenses increased by $1,127 or 1.6% primarily due to increased water production costs of $1,343, an increase in postretirement benefits expenses of $671, increases in operating costs associated with acquired utility systems of $363, increases in fuel costs for our service vehicles of $339, and normal increases in other operating costs. Offsetting these increases were the gains on the sales of our utility systems recognized in the second quarter of 2011 of $1,860. The increase in water production costs is primarily due to an increase in the cost of purchased water.
Depreciation expense increased $776 or 2.9% due to the utility plant placed in service since June 30, 2010.
Amortization decreased $1,383 primarily due to the additional expense recognized in the second quarter of 2010 of $1,796 resulting from the recovery of our costs associated with a completed rate filing in Texas, offset by the amortization of the costs associated with, and other costs being recovered in, various rate filings.
Taxes other than income taxes increased by $503 or 3.9% primarily due to an increase in property taxes of $268 and an increase in gross receipts, excise and franchise taxes of $161. The increase in property taxes is attributable to an increase in recoverable expenses associated with a rate award received in February 2010 for one of our states. In that state, recovery of the property taxes began with the conclusion of the most recent rate proceeding, whereas previously these taxes had been deferred pending the inclusion in future rates. The increase in gross receipts, excise and franchise taxes is attributable to an increase in revenue.
Interest expense increased by $1,602 or 8.7% primarily due to additional borrowings to finance capital projects, offset partially by decreased interest rates on long-term debt.
Allowance for funds used during construction (“AFUDC”) increased by $471 primarily due to an increase in the average balance of proceeds held from tax-exempt bond issuances that are restricted to funding certain capital projects.
Gain on sale of other assets totaled $138 in the second quarter of 2011 and $110 in the second quarter of 2010. The increase of $28 is principally due to the timing of sales of land and other property.

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AQUA AMERICA, INC. AND SUBSIDIARIES
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
(In thousands of dollars, except per share amounts)
Our effective income tax rate was 33.8% in the second quarter of 2011 and 39.2% in the second quarter of 2010. The effective income tax rate decreased as a result of the recognition in 2011 of the net state income tax benefit of $3,483 associated with 100% bonus depreciation for qualifying capital additions.
Net income attributable to common shareholders increased by $7,735 or 25.9%, in comparison to the same period in 2010 primarily as a result of the factors described above. On a diluted per share basis, earnings increased $0.05 reflecting the change in net income attributable to common shareholders and a 1.3% increase in the average number of common shares outstanding. If earnings were adjusted to exclude the net state income tax benefit associated with 100% bonus depreciation, a non-GAAP financial measure, earnings would have increased by $0.03 per share, as compared to the second quarter of 2010. The increase in the number of shares outstanding is primarily a result of the additional shares sold or issued through our equity compensation plan and dividend reinvestment plan.
Impact of Recent Accounting Pronouncements
There have been no recent accounting pronouncements or changes in accounting pronouncements that the Company has adopted that would have a material impact on the Company’s consolidated results of operations or consolidated financial position during the six months ended June 30, 2011.

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AQUA AMERICA, INC. AND SUBSIDIARIES
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
(In thousands of dollars, except per share amounts)
Non-Generally Accepted Accounting Principle (“GAAP”) Financial Measures
In addition to reporting “net income attributable to common shareholders” and “net income per common share”, U.S. GAAP financial measures, we are presenting below “income attributable to common shareholders before net state income tax benefit associated with 100% bonus depreciation” and “income per common share before net state income tax benefit associated with 100% bonus depreciation”, which are considered non-GAAP financial measures. The Company is providing disclosure of the reconciliation of these non-GAAP measures to their most comparable GAAP financial measures. The Company believes that the non-GAAP financial measures provide investors the ability to measure the Company’s financial operating performance excluding the net state income tax benefit associated with 100% bonus depreciation, which is more indicative of the Company’s ongoing performance, and is more comparable to measures reported by other companies. The Company further believes that the presentation of these non-GAAP financial measures is useful to investors as a more meaningful way to compare the Company’s operating performance against its historical financial results and to assess the underlying profitability of our core business. As currently enacted, 100% bonus depreciation is in effect for qualifying capital additions placed in service from September 8, 2010 through December 31, 2011.
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Six Months Ended	 	 	Three Months Ended	 	
 	 	June 30,	 	 	June 30,	 	
 	 	2011	 	 	2010	 	 	2011	 	 	2010	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income attributable to common shareholders (GAAP financial measure)	 	$	67,941	 	 	$	51,366	 	 	$	37,590	 	 	$	29,855	 	
Less: Net state income tax benefit associated with 100% bonus depreciation	 	 	7,811	 	 	 	—	 	 	 	3,483	 	 	 	—	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Income attributable to common shareholders before net state income tax benefit associated with 100% bonus depreciation (Non-GAAP financial measure)	 	$	60,130	 	 	$	51,366	 	 	$	34,107	 	 	$	29,855	 	

Net income per common share (GAAP financial measure):	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Basic	 	$	0.49	 	 	$	0.38	 	 	$	0.27	 	 	$	0.22	 	
Diluted	 	$	0.49	 	 	$	0.38	 	 	$	0.27	 	 	$	0.22	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Income per common share before net state income tax benefit associated with 100% bonus depreciation (Non-GAAP financial measure):	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Basic	 	$	0.44	 	 	$	0.38	 	 	$	0.25	 	 	$	0.22	 	
Diluted	 	$	0.43	 	 	$	0.38	 	 	$	0.25	 	 	$	0.22	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Average common shares outstanding:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Basic	 	 	137,971	 	 	 	136,647	 	 	 	138,114	 	 	 	136,785	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Diluted	 	 	138,518	 	 	 	136,960	 	 	 	138,781	 	 	 	137,012	 	

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AQUA AMERICA, INC. AND SUBSIDIARIES
 	 	 	
Item 3.	 	Quantitative and Qualitative Disclosures About Market Risk	

 	 	We are subject to market risks in the normal course of business, including changes in interest rates and equity prices. There have been no significant changes in our exposure to market risks since December 31, 2010. Refer to Item 7A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 for additional information.	

Item 4.	 	Controls and Procedures	

 	(a)	 	Evaluation of Disclosure Controls and Procedures	

 	 	Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures 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 our disclosure controls and procedures as of the end of the period covered by this report are effective such that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure.	

 	(b)	 	Changes in Internal Control over Financial Reporting	

 	 	No change in our internal control over financial reporting occurred during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.	
Part II. Other Information
 	 	 	
Item 1.	 	Legal Proceedings	

 	 	The City of Fort Wayne, Indiana (the “City”) authorized the acquisition by eminent domain of the northern portion of the utility system of one of the Company’s operating subsidiaries in Indiana. In 2008, we reached a settlement agreement with the City to transition this portion of the system in 2008 upon receipt of the City’s initial valuation payment of $16,910,500. The settlement agreement specifically stated that the final valuation of the system will be determined through a continuation of the legal proceedings that were filed challenging the City’s valuation. On February 12, 2008, we turned over the northern portion of the system to the City upon receipt of the initial valuation payment. The proceeds received by the Company are in excess of the book value of the assets relinquished. No gain has been recognized due to the contingency over the final valuation of the assets. Once the contingency is resolved and the asset valuation is finalized, through the finalization of the litigation between the Company and the City of Fort Wayne, the amounts deferred will be recognized in the Company’s consolidated income statement. On March 16, 2009, oral argument was held before the Allen County Circuit Court on certain procedural aspects with respect to the valuation evidence that may be presented and whether we are entitled to a jury trial. On October 12, 2010, the Wells County Indiana Circuit Court ruled that the Company is not entitled to a jury trial, and that the Wells County judge should review the City of Fort Wayne Board of Public Works’ assessment based upon a “capricious, arbitrary or an abuse of discretion” standard. The Company disagreed with the Court’s decision and as such, on November 11, 2010, requested that the Wells County Indiana Circuit Court certify those issues for an interim appeal. The Wells County Circuit Court granted that request and on March 7, 2011, the Indiana Court of Appeals granted the Company’s request to review the decision of those issues on appeal. On July 6, 2011, the Company filed its appeal with the Indiana Court of Appeals. Depending upon the ultimate outcome of all of the legal proceedings we may be required to refund a portion of the initial valuation payment, or may receive additional proceeds. The northern portion of the system relinquished represented approximately 0.50% of Aqua America’s total assets.	

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AQUA AMERICA, INC. AND SUBSIDIARIES
 	 	A lawsuit was filed by a husband and wife who lived in a house abutting a percolation pond at a wastewater treatment plant owned by one of the Company’s subsidiaries, Aqua Utilities Florida, Inc., in Pasco County, Florida. The lawsuit was originally filed in August 2006 in the circuit court for the Sixth Judicial Circuit in and for Pasco County, Florida and has been amended several times by the plaintiffs. The lawsuit alleged our subsidiary was negligent in the design, operation and maintenance of the plant, resulting in bodily injury to the plaintiffs and various damages to their property. Subsequent amendments to the complaint included additional counts alleging trespass, nuisance, and strict liability. A trial of this matter during January 2011 resulted in a judicial dismissal of the count for strict liability and jury verdicts in favor of the Company on the remaining counts. On June 16, 2011, the plaintiffs agreed to dismiss their appeals and to release all claims against our subsidiary and the Company, which resulted in the conclusion of the original plaintiffs’ litigation against our subsidiary. In the third quarter of 2008, approximately thirty-five additional plaintiffs, associated with approximately eight other homes in the area, filed a lawsuit with the same court making similar allegations against our subsidiary with respect to the operation of the facility. No trial date has been set for this lawsuit, but some of these plaintiffs testified in the trial of the original lawsuit in which all allegations were resolved in the Company’s favor. The lawsuit has been submitted to our insurance carriers, who have reserved their rights with respect to various portions of the plaintiffs’ claims. Based on the ultimate outcome of the litigation, we may or may not have insurance coverage for parts or all of the claim. The Company continues to assess this matter and any potential loss. At this time, the Company believes that the estimated amount of any potential loss would not be material to the Company’s consolidated results of operations or consolidated financial condition.	

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AQUA AMERICA, INC. AND SUBSIDIARIES
 	 	In July 2010 one of the Company’s subsidiaries, Aqua Pennsylvania, Inc., received a notice of violation from the Pennsylvania Department of Environmental Protection (the “DEP”). The notice of violation resulted from the subsidiary’s commencement of construction of a water tank prior to receipt of a construction permit from DEP. The permit was subsequently received. On September 29, 2010, the DEP notified the Company of a proposed penalty of $120,000 in connection with the violation. A settlement has been reached with the DEP and the penalty amount was reduced to $80,000 as of August 1, 2011.	

Item 1A.	 	Risk Factors	

 	 	There have been no material changes to the risks disclosed in our Annual Report on Form 10-K for the year ended December 31, 2010 (“Form 10-K”) under “Part 1, Item 1A — Risk Factors.”	

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AQUA AMERICA, INC. AND SUBSIDIARIES
 	 	 	
Item 2.	 	Unregistered Sales of Equity Securities and Use of Proceeds	

 	 	The following table summarizes Aqua America’s purchases of its common stock for the quarter ended June 30, 2011:	

Issuer Purchases of Equity Securities	 	
 	 	 	 	 	 	 	 	 	 	Total	 	 	Maximum	 	
 	 	 	 	 	 	 	 	 	 	Number of	 	 	Number of	 	
 	 	 	 	 	 	 	 	 	 	Shares	 	 	Shares	 	
 	 	 	 	 	 	 	 	 	 	Purchased	 	 	that May	 	
 	 	 	 	 	 	 	 	 	 	as Part of	 	 	Yet be	 	
 	 	Total	 	 	 	 	 	 	Publicly	 	 	Purchased	 	
 	 	Number	 	 	Average	 	 	Announced	 	 	Under the	 	
 	 	of Shares	 	 	Price Paid	 	 	Plans or	 	 	Plan or	 	
Period	 	Purchased (1)	 	 	per Share	 	 	Programs	 	 	Programs (2)	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
April 1 - 30, 2011	 	 	—	 	 	 	—	 	 	 	—	 	 	 	548,278	 	
May 1 - 31, 2011	 	 	—	 	 	 	—	 	 	 	—	 	 	 	548,278	 	
June 1 - 30, 2011	 	 	12,036	 	 	$	21.91	 	 	 	—	 	 	 	548,278	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Total	 	 	12,036	 	 	$	21.91	 	 	 	—	 	 	 	548,278	 	

(1)	 	These amounts consist of shares we purchased from employees who elected to pay the exercise price of their stock options (and then hold shares of the stock) upon exercise by delivering to us (and, thus, selling) shares of Aqua America common stock in accordance with the terms of our equity compensation plans that were previously approved by our shareholders and disclosed in our proxy statements. This feature of our equity compensation plan is available to all employees who receive stock-based compensation under the plans. We purchased these shares at their fair market value, as determined by reference to the closing price of our common stock on the day prior to the option exercise.	
 	 	 	
(2)	 	On August 5, 1997, our Board of Directors authorized a common stock repurchase program that was publicly announced on August 7, 1997, for up to 1,007,351 shares. No repurchases have been made under this program since 2000. The program has no fixed expiration date. The number of shares authorized for purchase was adjusted as a result of the stock splits affected in the form of stock distributions since the authorization date.	

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AQUA AMERICA, INC. AND SUBSIDIARIES
 	 	 	
Item 5.	 	Other Information	

At their regularly scheduled meeting on August 2, 2011, the Board of Directors of the Company appointed Wendell F. Holland, Esq., a partner in the law firm of Saul Ewing LLP in Philadelphia, PA, to the Board of Directors of the Company. Mr. Holland will participate in the normal compensation arrangements for non-employee directors as described in the “Director Compensation” section of the Company’s Proxy Statement for the 2011 Annual Meeting filed on April 1, 2011.

The Company or its subsidiaries have used the law firm of Saul Ewing for legal services for several years prior to Mr. Holland joining the firm. In 2010 and to date in 2011, the Company paid the firm approximately $837,000 for legal services, the majority of which were provided by other attorneys in the firm. The Company’s use of this law firm was reviewed by the Corporate Governance Committee of the Board of Directors under the Company’s Related Person Transaction Policy and determined to be in the best interests of the Company.
 	 	 	
Item 6.	 	Exhibits	

 	 	The information required by this Item is set forth in the Exhibit Index hereto which is incorporated herein by reference.	

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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 executed on its behalf by the undersigned thereunto duly authorized.
 	 	 	 	 	
August 5, 2011	 	Aqua America, Inc.	 	 	
 	 	 	 	 	
 	 	Registrant	 	 	
 	 	 	 	 	
 	 	Nicholas DeBenedictis	 	 	
 	 	 	 	 	
 	 	Nicholas DeBenedictis	 	 	
 	 	Chairman, President and	 	 	
 	 	Chief Executive Officer	 	 	
 	 	 	 	 	
 	 	David P. Smeltzer	 	 	
 	 	 	 	 	
 	 	David P. Smeltzer	 	 	
 	 	Chief Financial Officer	 	 	

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EXHIBIT INDEX
 	 	 	 	 	
Exhibit No.	 	 	Description	
 	 	 	 	 	
31.1	 	 	Certification of Chief Executive Officer, pursuant to Rule 13a-14(a) under the Securities and Exchange Act of 1934.	
31.2	 	 	Certification of Chief Financial Officer, pursuant to Rule 13a-14(a) under the Securities and Exchange Act of 1934.	
32.1	 	 	Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350.	
32.2	 	 	Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350.	
101.INS	 	XBRL Instance Document	
101.SCH	 	XBRL Taxonomy Extension Schema Document	
101.CAL	 	XBRL Taxonomy Extension Calculation Linkbase Document	
101.DEF	 	XBRL Taxonomy Extension Definition Linkbase Document	
101.LAB	 	XBRL Taxonomy Extension Label Linkbase Document	
101.PRES	 	XBRL Taxonomy Extension Presentation Linkbase Document	

34

Exhibit 31.1
Certification
I, Nicholas DeBenedictis, certify that:
1.	 	I have reviewed this quarterly report on Form 10-Q of Aqua America, Inc.;	

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

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

 	b.	 	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.	
Date: August 5, 2011
 	 	 	 	 	
 	 	Nicholas DeBenedictis	 	 	
 	 	 	 	 	
 	 	Nicholas DeBenedictis
Chairman, President and Chief Executive Officer	 	 	

35

Exhibit 31.2
Certification
I, David P. Smeltzer, certify that:
1.	 	I have reviewed this quarterly report on Form 10-Q of Aqua America, Inc.;	

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

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

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

Date: August 5, 2011	 	David P. Smeltzer
  David P. Smeltzer	 	 	
 	 	Chief Financial Officer	 	 	

Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
In connection with the Quarterly Report on Form 10-Q for the period ended June 30, 2011 of Aqua America, Inc. (the “Company”) as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Nicholas DeBenedictis, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
(1)	 	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. Section 78m(a) or Section 78o(d)); and	

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

Nicholas DeBenedictis
  Nicholas DeBenedictis	 	  	
Chairman, President and Chief Executive Officer	 	 	
August 5, 2011	 	 	

Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
In connection with the Quarterly Report on Form 10-Q for the period ended June 30, 2011 of Aqua America, Inc. (the “Company”) as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David P. Smeltzer, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
(1)	 	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. Section 78m(a) or Section 78o(d)); and	

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

David P. Smeltzer
  David P. Smeltzer	 	  	
Chief Financial Officer	 	 	
August 5, 2011