UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)



x☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, ~~2018~~2019



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 1-13883

CALIFORNIA WATER SERVICE GROUP

(Exact name of registrant as specified in its charter)



Delaware		77-0448994
(State or other jurisdiction		(I.R.S. Employer identification No.)
of incorporation or organization)



~~1720 North First Street, San Jose, CA~~		~~95112~~
~~(Address of principal executive offices)~~		~~(Zip Code)~~

1720 North First Street

~~408-367-8200~~San Jose, California95112

(Address of principal executive offices)

408-367-8200

(Registrant’s telephone number, including area code)

Not Applicable

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

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



Title of Each Class:	Trading Symbol(s)	Name of Each Exchange on Which Registered:
Common Stock, $0.01 par value per share	CWT	New York Stock Exchange

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. Yesý No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit). Yesý No o

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



Large accelerated Filer x	☒	Accelerated filero	☐
Non-accelerated filer	☐	Smaller reporting company	☐

~~Non-accelerated filer~~ o		~~Smaller reporting company~~ o
		Emerging growth companyo	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. Common shares outstanding as of September 30, ~~2018~~2019 — ~~48,068,000~~48,145,000

TABLE OF CONTENTS



	Page
PART I Financial Information	3
Item 1 Financial Statements	3
Condensed Consolidated Balance Sheets (unaudited) as of September 30, ~~2018~~2019 and December 31, ~~2017~~2018	3
Condensed Consolidated Statements of Income (unaudited) For the Three Months Ended September 30, ~~2018~~2019 and ~~2017~~2018	4
Condensed Consolidated Statements of Income (unaudited) For the Nine Months Ended September 30, ~~2018~~2019 and ~~2017~~2018	5
Condensed Consolidated Statements of Cash Flows (unaudited) For the Nine Months Ended September 30, ~~2018~~2019 and ~~2017~~2018	6
Notes to Unaudited Condensed Consolidated Financial Statements	7
Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations	2733
Item 3 Quantitative and Qualitative Disclosure about Market Risk	3846
Item 4 Controls and Procedures	3846
PART II Other Information	3947
Item 1 Legal Proceedings	3947
Item 1A Risk Factors	3947
Item 5 Other Information	3947
Item 6 Exhibits	4048
Signatures	4149

PART I FINANCIAL INFORMATION

Item 1.

FINANCIAL STATEMENTS

The condensed consolidated financial statements presented in this filing on Form 10-Q have been prepared by management and are unaudited.

CALIFORNIA WATER SERVICE GROUP

CONDENSED CONSOLIDATED BALANCE SHEETS

Unaudited (In thousands, except per share data)


	September 30, 2018			December 31, 2017			September 30, 2019			December 31, 2018
ASSETS
Utility plant:
Utility plant	$	3,169,726		$	2,970,179		$	3,411,219		$	3,229,446
Less accumulated depreciation and amortization	(983,984		)	(922,214		)	(1,067,965		)	(996,723		)
Net utility plant	2,185,742			2,047,965			2,343,254			2,232,723
Current assets:
Cash and cash equivalents	66,421			94,776			51,257			47,176
Receivables:
Customers	50,785			32,451			45,624			30,037
Regulatory balancing accounts	37,973			36,783			33,437			42,394
Other	20,903			16,464			16,977			17,101
Unbilled revenue	40,318			29,756			42,562			33,427
Materials and supplies at weighted average cost	6,563			6,463			7,804			6,586
Taxes, prepaid expenses, and other assets	12,576			11,180			14,395			11,981
Total current assets	235,539			227,873			212,056			188,702
Other assets:
Regulatory assets	388,300			401,147			382,484			353,569
Goodwill	2,615			2,615			2,615			2,615
Other assets	64,666			60,775			82,845			60,095
Total other assets	455,581			464,537			467,944			416,279
TOTAL ASSETS	$	2,876,862		$	2,740,375		$	3,023,254		$	2,837,704
CAPITALIZATION AND LIABILITIES
Capitalization:
Common stock, $0.01 par value; 68,000 shares authorized, 48,068 and 48,012 outstanding in 2018 and 2017, respectively	$	481		$	480
Common stock, $0.01 par value; 68,000 shares authorized, 48,145 and 48,065 outstanding in 2019 and 2018, respectively							$	481		$	481
Additional paid-in capital	336,960			336,229			341,988			337,623
Retained earnings	374,593			356,753			415,326			392,053
Total common stockholders’ equity	712,034			693,462			757,795			730,157
Long-term debt, less current maturities	714,310			515,793
Long-term debt, net							807,478			710,027
Total capitalization	1,426,344			1,209,255			1,565,273			1,440,184
Current liabilities:
Current maturities of long-term debt	104,812			15,920
Current maturities of long-term debt, net							5,280			104,911
Short-term borrowings	75,100			275,100			155,100			65,100
Accounts payable	102,938			93,955			108,593			95,580
Regulatory balancing accounts	43,300			59,303			6,887			12,213
Accrued interest	13,111			6,122			14,410			5,674
Accrued expenses and other liabilities	42,629			40,559			43,674			37,688
Total current liabilities	381,890			490,959			333,944			321,166
Unamortized investment tax credits	1,724			1,724			1,649			1,649
Deferred income taxes	199,143			192,946			229,237			213,033
Pension and postretirement benefits other than pensions	235,501			252,141			203,557			193,538
Regulatory liabilities and other	255,569			224,127			260,812			256,522
Advances for construction	186,897			182,502			190,272			186,342
Contributions in aid of construction	189,794			186,721			238,510			225,270
Commitments and contingencies (Note 10)
TOTAL CAPITALIZATION AND LIABILITIES	$	2,876,862		$	2,740,375		$	3,023,254		$	2,837,704

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements

CALIFORNIA WATER SERVICE GROUP

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

Unaudited (In thousands, except per share data)


For the three months ended	September 30, 2018			September 30, 2017			September 30, 2019			September 30, 2018
Operating revenue	$	218,983		$	211,731		$	232,537		$	221,288
Operating expenses:
Operations:
Water production costs	78,818			75,261			80,568			78,818
Administrative and general	26,493			22,749			26,779			26,493
Other operations	21,943			21,208			24,550			21,943
Maintenance	6,768			6,057			7,065			6,768
Depreciation and amortization	21,009			19,231			22,273			21,009
Income taxes	11,262			18,219			12,194			11,786
Property and other taxes	7,142			6,544			7,541			7,142
Total operating expenses	173,435			169,269			180,970			173,959
Net operating income	45,548			42,462			51,567			47,329
Other income and expenses:
Non-regulated revenue	4,703			3,542			4,118			4,703
Non-regulated expenses	(4,897		)	(2,576		)	(4,351		)	(4,897		)
Other components of net periodic benefit cost	(1,975		)	(2,137		)	(1,857		)	(1,975		)
Allowance for equity funds used during construction	1,023			1,105			1,868			1,023
Income tax benefit on other income and expenses	305			30			330			305
Net other loss	(841		)	(36		)
Net other income (loss)							108			(841		)
Interest expense:
Interest expense	10,875			9,284			10,279			10,875
Allowance for borrowed funds used during construction	(560		)	(707		)	(1,028		)	(560		)
Net interest expense	10,315			8,577			9,251			10,315
Net income	$	34,392		$	33,849		$	42,424		$	36,173
Earnings per share:							0			—
Basic	$	0.72		$	0.70		$	0.88		$	0.75
Diluted	0.72			0.70			0.88			0.75
Weighted average shares outstanding:
Basic	48,070			48,017			48,141			48,070
Diluted	48,070			48,017			48,141			48,070
Dividends declared per share of common stock	$	0.1875		$	0.1800

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements

CALIFORNIA WATER SERVICE GROUP

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

Unaudited (In thousands, except per share data)


For the nine months ended	September 30, 2018			September 30, 2017			September 30, 2019			September 30, 2018
Operating revenue	$	523,862		$	504,899		$	537,679		$	530,779
Operating expenses:
Operations:
Water production costs	191,797			181,460			190,795			191,797
Administrative and general	77,195			66,908			81,310			77,195
Other operations	60,307			55,660			64,913			60,307
Maintenance	17,596			16,877			19,212			17,596
Depreciation and amortization	62,677			57,650			66,967			62,677
Income taxes	15,380			27,941			13,524			16,950
Property and other taxes	20,253			18,717			21,902			20,253
Total operating expenses	445,205			425,213			458,623			446,775
Net operating income	78,657			79,686			79,056			84,004
Other income and expenses:
Non-regulated revenue	13,967			10,743			14,149			13,967
Non-regulated expenses	(16,449		)	(6,244		)	(10,470		)	(16,449		)
Other components of net periodic benefit cost	(6,984		)	(7,023		)	(4,308		)	(6,984		)
Allowance for equity funds used during construction	2,644			2,763			5,087			2,644
Income tax benefit (expense) on other income and expenses	1,882			(1,105		)
Net other loss	(4,940		)	(866		)
Income tax (expense) benefit on other income and expenses							(985		)	1,882
Net other income (loss)							3,473			(4,940		)
Interest expense:
Interest expense	30,207			27,073			33,532			30,207
Allowance for borrowed funds used during construction	(1,359		)	(1,765		)	(2,783		)	(1,359		)
Net interest expense	28,848			25,308			30,749			28,848
Net income	$	44,869		$	53,512		$	51,780		$	50,216
Earnings per share:
Basic	$	0.93		$	1.11		$	1.08		$	1.04
Diluted	0.93			1.11			1.08			1.04
Weighted average shares outstanding:
Basic	48,058			48,007			48,121			48,058
Diluted	48,058			48,007			48,121			48,058
Dividends declared per share of common stock	$	0.5625		$	0.5400

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements

CALIFORNIA WATER SERVICE GROUP

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Unaudited (In thousands)


For the nine months ended:	September 30, 2018			September 30, 2017			September 30, 2019			September 30, 2018
Operating activities:
Net income	$	44,869		$	53,512		$	51,780		$	50,216
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	64,131			59,016			68,522			64,131
Change in value of life insurance contracts	124			(1,871		)	(3,433		)	124
Allowance for equity funds used during construction	(2,644		)	(2,763		)	(5,087		)	(2,644		)
Changes in operating assets and liabilities:
Receivables and unbilled revenue	(18,471		)	(52,951		)	(29,436		)	(18,471		)
Accounts payable	18,133			6,712			16,735			18,133
Other current assets	(1,392		)	(4,643		)	(3,937		)	(1,392		)
Other current liabilities	8,762			10,939			11,597			8,762
Other changes in noncurrent assets and liabilities	5,991			41,837			21,602			644
Net cash provided by operating activities	119,503			109,788			128,343			119,503
Investing activities:
Utility plant expenditures	(212,856		)	(180,442		)	(194,942		)	(212,856		)
Life insurance proceeds	3,491			1,558			—			3,491
Purchase of life insurance contracts	(4,925		)	(3,948		)	(2,216		)	(4,925		)
Net cash used in investing activities	(214,290		)	(182,832		)	(197,158		)	(214,290		)
Financing activities:
Short-term borrowings	141,000			185,000			210,000			141,000
Repayment of short-term borrowings	(341,000		)	(87,000		)	(120,000		)	(341,000		)
Issuance of long-term debt, net of expenses of $617 for 2018 and $0 for 2017	299,383			—
Issuance of long-term debt, net of expenses of $1,569 for 2019 and $617 for 2018							398,431			299,383
Repayment of long-term debt	(12,499		)	(2,797		)	(401,630		)	(12,499		)
Advances and contributions in aid of construction	13,630			14,964			21,266			13,630
Refunds of advances for construction	(5,462		)	(6,316		)	(5,560		)	(5,462		)
Repurchase of common stock	(1,496		)	(1,359		)	(2,355		)	(1,496		)
Issuance of common stock							1,278			—
Dividends paid	(27,029		)	(25,920		)	(28,507		)	(27,029		)
Net cash provided by financing activities	66,527			76,572			72,923			66,527
Change in cash, cash equivalents, and restricted cash	(28,260		)	3,528			4,108			(28,260		)
Cash, cash equivalents, and restricted cash at beginning of period	95,352			25,935			47,715			95,352
Cash, cash equivalents, and restricted cash at end of period	$	67,092		$	29,463		$	51,823		$	67,092
Supplemental information:
Cash paid for interest (net of amounts capitalized)	$	19,956		$	17,287		$	22,060		$	19,956
Income tax refund	—			$	(1,697	)
Supplemental disclosure of non-cash activities:
Accrued payables for investments in utility plant	$	32,328		$	31,750		$	31,676		$	32,328
Utility plant contribution by developers	$	14,807		$	13,022		$	23,955		$	14,807

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements

CALIFORNIA WATER SERVICE GROUP

Notes to Unaudited Condensed Consolidated Financial Statements

September 30, ~~2018~~2019

Dollar amounts in thousands unless otherwise stated

Note 1. Organization and Operations and Basis of Presentation

California Water Service Group (the Company) is a holding company that provides water utility and other related services in California, Washington, New Mexico and Hawaii through its wholly-owned subsidiaries. California Water Service Company (Cal Water), Washington Water Service Company (Washington Water), New Mexico Water Service Company (New Mexico Water), and Hawaii Water Service Company, Inc. (Hawaii Water) provide regulated utility services under the rules and regulations of their respective state’s regulatory commissions (jointly referred to herein as the Commissions). CWS Utility Services and HWS Utility Services LLC provide non-regulated water utility and utility-related services.

The Company operates in ~~one~~1 reportable segment, providing water and related utility services.

Basis of Presentation

The unaudited condensed consolidated interim financial information has been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information and in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X promulgated by the Securities and Exchange Commission (SEC) and therefore do not contain all of the information and footnotes required by GAAP and the SEC for annual financial statements. The unaudited condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, ~~2017, included in its annual report on Form 10-K~~2018 as filed with the SEC on ~~March 1, 2018.~~February 28, 2019.

The preparation of the Company’s unaudited condensed consolidated interim financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the balance sheet dates and the reported amounts of revenues and expenses for the periods presented. These include, but are not limited to, estimates and assumptions used in determining the Company’s regulatory asset and liability balances based upon probability assessments of regulatory recovery, revenues earned but not yet billed, asset retirement obligations, allowance for doubtful accounts, pension and other employee benefit plan liabilities, and income tax-related assets and liabilities. Actual results could differ from these estimates.

In the opinion of management, the accompanying unaudited condensed consolidated interim financial statements reflect all adjustments, consisting of normal recurring transactions that are necessary to provide a fair presentation of the results for the periods covered. ~~The results for interim periods are not necessarily indicative of the results for any future period.~~

Due to the seasonal nature of the water business, the results for interim periods are not indicative of the results for a 12-month period. Revenue and income are generally higher in the warm, dry summer months when water usage and sales are greater. Revenue and income are generally lower in the winter months when cooler temperatures and rainfall curtail water usage and sales.

Note 2. Summary of Significant Accounting Policies

Operating revenue

The following tables disaggregate the Company’s operating revenue by source for the three and nine ~~month periods~~months ended September 30, ~~2018~~2019 and ~~2017:~~2018:


	Three Months Ended September 30				Three Months Ended September 30
	2018		2017		2019		2018
Revenue from contracts with customers	$	209,541	$	197,007	$	214,963	$	209,541
Regulatory balancing account revenue	9,442		14,724		17,574		11,747
Total operating revenue	$	218,983	$	211,731	$	232,537	$	221,288



	Nine Months Ended September 30
	2019		2018
Revenue from contracts with customers	$	499,840	$	515,567
Regulatory balancing account revenue	37,839		15,212
Total operating revenue	$	537,679	$	530,779

Nine Months Ended September 30
2018 2017
Revenue from contracts with customers $ 515,567
$ 472,412
Regulatory balancing account revenue 8,295
32,487
Total operating revenue $ 523,862
$ 504,899

Revenue from contracts with customers

The Company principally generates operating revenue from contracts with customers by providing regulated water and wastewater services at tariff-rates authorized by the Commissions in the states in which they operate and non-regulated water and wastewater services at rates authorized by contracts with government agencies. Revenue from contracts with customers reflects amounts billed for the volume of consumption at authorized per unit rates, for a service charge, and for other authorized charges.

The Company satisfies its performance obligation to provide water and wastewater services over time as services are rendered. The Company applies the invoice practical expedient and recognizes revenue from contracts with customers in the amount for which the Company has a right to invoice. The Company has a right to invoice for the volume of consumption, for the service charge, and for other authorized charges.

The measurement of sales to customers is generally based on the reading of their meters, which occurs on a systematic basis throughout the month. At the end of each month, the Company estimates consumption since the date of the last meter reading and a corresponding unbilled revenue is recognized. The estimate is based upon the number of unbilled days that month and the average daily customer billing rate from the previous month (which fluctuates based upon customer usage).

Contract terms are generally short-term and at will by customers and, as a result, no separate financing component is recognized for the Company's collections from customers, which generally require payment within 30 days of billing. The Company applies judgment, based principally on historical payment experience, in estimating its customers’ ability to pay.

Certain customers are not billed for volumetric consumption, but are instead billed a flat rate at the beginning of each monthly service period. The amount billed is initially deferred and subsequently recognized over the monthly service period, as the performance obligation is satisfied. The deferred revenue balance or contract liability, which is included in "accrued expenses and other liabilities" on the consolidated balance sheets, is inconsequential.

In the following tables, revenue from contracts with customers is disaggregated by class of customers for the three and nine ~~month periods~~months ended September 30, ~~2018~~2019 and ~~2017:~~2018:


	Three Months Ended September 30				Three Months Ended September 30
	2018		2017		2019		2018
Residential	$	138,939	$	131,608	$	139,137	$	138,939
Business	38,538		35,678		38,247		38,538
Industrial	8,987		7,919		9,077		8,987
Public authorities	12,180		11,480		12,482		12,180
Other(a)	10,897		10,322		16,020		10,897
Total revenue from contracts with customers	$	209,541	$	197,007	$	214,963	$	209,541



	Nine Months Ended September 30
	2019		2018
Residential	$	330,745	$	340,107
Business	95,433		97,720
Industrial	23,866		24,507
Public authorities	24,566		25,875
Other (a)	25,230		27,358
Total revenue from contracts with customers	$	499,840	$	515,567

Nine Months Ended September 30
2018 2017
Residential $ 340,107
$ 309,645
Business 97,720
87,246
Industrial 24,507
21,281
Public authorities 25,875
23,500
Other 27,358
30,740
Total revenue from contracts with customers $ 515,567
$ 472,412
(a) Other includes the accrued unbilled revenue.

Regulatory balancing account revenue

The Company’s ability to recover revenue requirements authorized by the California Public Utilities Commission (CPUC) in its triennial General Rate Case (GRC), is decoupled from the volume of the sales. Regulatory balancing account revenue

is revenue related to rate mechanisms authorized in California by the CPUC, which allow the Company to recover the authorized revenue and are not considered contracts with customers.

The Water Revenue Adjustment Mechanism (WRAM) allows the Company to recognize the adopted level of volumetric revenues. The variance between adopted volumetric revenues and actual billed volumetric revenues for metered accounts is recorded as regulatory balancing accountrevenue.

Cost-recovery rates, such as the Modified Cost Balancing Account (MCBA), provide for recovery of the adopted levels of expenses for purchased water, purchased power, pump taxes, water conservation program costs, pension, and ~~certain other operating expenses.~~health care. Variances between adopted and actual costs are recorded as regulatory balancing account revenue.

Each district's WRAM and MCBA regulatory assets and liabilities are allowed to be netted against one another. The Company recognizes regulatory balancing accountrevenues that have been authorized for rate recovery, are objectively determinable and probable of recovery, and are expected to be collected within 24 months. To the extent that regulatory balancing accountrevenue is estimated to be collectible beyond 24 months, recognition is deferred.

Non-regulated Revenue

The following tables disaggregate the Company’s non-regulated revenue by source for the three and nine ~~month periods~~months ended September 30, ~~2018~~2019 and ~~2017:~~2018:


	Three Months Ended September 30				Three Months Ended September 30
	2018		2017		2019		2018
Operating and maintenance revenue	$	2,816	$	1,903	$	2,929	$	2,816
Other non-regulated revenue	1,328		1,143		626		1,328
Non-regulated revenue from contracts with customers	$	4,144	$	3,046	$	3,555	$	4,144
Lease revenue	$	559	$	496	$	563	$	559
Total non-regulated revenue	$	4,703	$	3,542	$	4,118	$	4,703



	Nine Months Ended September 30
	2019		2018
Operating and maintenance revenue	$	9,248	$	8,278
Other non-regulated revenue	3,189		4,053
Non-regulated revenue from contracts with customers	$	12,437	$	12,331
Lease revenue	$	1,712	$	1,636
Total non-regulated revenue	$	14,149	$	13,967

Nine Months Ended September 30
2018 2017
Operating and maintenance revenue $ 8,278
$ 5,870
Other non-regulated revenue 4,053
3,362
Non-regulated revenue from contracts with customers $ 12,331
$ 9,232
Lease revenue $ 1,636
$ 1,511
Total non-regulated revenue $ 13,967
$ 10,743

Operating and maintenance services are provided for non-regulated water and wastewater systems owned by private companies and municipalities. The Company negotiates formal agreements with the customers, under which they provide operating, maintenance and customer billing services related to the customers’ water system. The formal agreements outline the fee schedule for the services provided. The agreements typically call for a fee-per-service or a flat-rate amount per month. The Company satisfies its performance obligation of providing operating and maintenance services over time as services are rendered; as a result, the Company employs the invoice practical expedient and recognizes revenue in the amount that it has the right to invoice. Contract terms are generally short-term and, as a result, no separate financing component is recognized for its collections from customers, which generally require payment within 30 days of billing.

Other non-regulated revenue primarily relates to services for the design and installation of water mains and other water infrastructure for customers outside the regulated service areas and insurance program administration. ~~Other non-regulated~~

Lease revenue is ~~inconsequential.~~

not considered revenue from contracts with customers and is recognized following operating lease standards. The Company is the lessor in operating lease agreements with telecommunications companies under which cellular phone antennas are placed on the Company's property. ~~Lease revenue is not considered revenue from contracts with customers~~The company provides the lessee the right to ingress and egress across lessor property to access the antennas. The minimum rents are recognized on a straight-line basis over the terms of the leases, which may span multiple years. The excess rents are recognized over amounts contractually due pursuant to the underlying leases and is ~~recognized following current operating lease standards.~~included in a deferred receivable account in the accompanying balance sheet. The

leases generally have terms of5 to 10 years, with lessee options to extend the lease for up to15 years. The exercise of lease renewal options is at the lessee’s sole discretion. Most of the Company’s lease agreements contain mutual termination options that require prior written notice by either lessee or lessor. A subset of the Company’s leases contains variable lease payments that depend on changes in the consumer price index (CPI).

The Company determines if an arrangement is a lease at inception. Generally, a lease agreement exists if the Company determines that the arrangement gives the lessee control over the use of an identified asset and obtains substantially all of the benefits from the identified asset.

Maturities of lease payments to be received are as follows:



Year Ending December 31,	Operating Leases
2019	$	3,153
2020	2,587
2021	1,880
2022	1,078
2023	584
Thereafter	871

Cash, Cash Equivalents, and Restricted Cash

The following table provides a reconciliation of cash, cash equivalents, and restricted cash within the Condensed Consolidated Balance Sheets that sum to the total of the same such amounts shown on the Condensed Consolidated Statements of Cash Flows:



	September 30, 2019		December 31, 2018
Cash and cash equivalents	51,257		47,176
Restricted cash (included in "taxes, prepaid expenses and other assets")	566		539
Total cash, cash equivalents, and restricted cash shown in the statements of cash flows	$	51,823	$	47,715

September 30, 2018 December 31, 2017
Cash and cash equivalents 66,421
94,776
Restricted cash (included in "taxes, prepaid expenses and other assets") 671
576
Total cash, cash equivalents, and restricted cash shown in the statements of cash flows $ 67,092
$ 95,352

Adoption of New Accounting Standards

~~In May of 2014, the FASB issued ASU 2014-09,~~ ~~Revenue from Contracts with Customers~~ (codified in ASC 606), which amends the existing revenue recognition guidance. The Company completed an evaluation of the new revenue standard and implemented the standard on January 1, 2018 using the modified retrospective method for all contracts. The reported results for 2018 reflect the application of ASC 606 guidance, while prior period amounts were not adjusted and continue to be reported in accordance with the accounting standards in effect for those periods. Other than increased disclosures regarding revenues related to contracts with customers, the implementation did not have a significant impact on the Company’s consolidated financial statements (see "Operating Revenue" section of note 2 above).

~~In August of 2016, the FASB issued ASU 2016-15,~~ ~~Statement of Cash Flows (Topic 230) - Classification of Certain Cash Receipts and Cash Payments~~. This update adds and clarifies guidance on the classification of certain cash receipts and payments in the statement of cash flows. The Company will continue to classify proceeds from the settlement of insurance claims on the basis of the nature of the loss and from the settlement of Company-owned life insurance policies as cash inflows on the Condensed Consolidated Statements of Cash Flows. The Company implemented the standard on January 1, 2018 and retrospectively applied the standard in the comparative period. The standard does not have a significant impact to the Company's consolidated financial statements.

~~In November of 2016, the FASB issued ASU 2016-18,~~ ~~Statement of Cash Flows (Topic 230) - Restricted Cash~~. The update requires the Company to combine restricted cash with cash and cash equivalents when reconciling the beginning and end of period balances in the Condensed Consolidated Statements of Cash Flows. The Company implemented the standard on January 1, 2018 and retrospectively applied the standard in the comparative period.

~~The following table shows the effect of the accounting change to the Condensed Consolidated Statements of Cash Flows:~~

Nine Months Ended September 30, 2017
Condensed Consolidated Statements of Cash Flows line item As Reported on Form 10-Q Adjusted Balance on Form 10-Q Increase (Decrease) from Retrospective Adoption
Change in restricted cash $ (679 ) $ —
$ 679
Net cash used in investing activities $ (183,511 ) $ (182,832 ) $ 679
Change in cash, cash equivalents, and restricted cash $ 2,849
$ 3,528
$ 679
Cash, cash equivalents, and restricted cash at beginning of period $ 25,492
$ 25,935
$ 443
Cash, cash equivalents, and restricted cash at end of period $ 28,341
$ 29,463
$ 1,122

~~In March of 2017, the FASB issued ASU 2017-07,~~ ~~Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost~~. The update requires employers to present the service cost component of the net periodic benefit cost in the same income statement line item as other employee compensation costs arising from services rendered during the period. The other components of net benefit cost, including interest cost, expected return on plan assets, amortization of prior service cost/credit and actuarial gain/loss, and settlement and curtailment effects, are to be presented as non-operating items. In addition, the standard only allows the service cost component to be eligible for capitalization.

The standard became effective as of January 1, 2018. The presentation amendments were applied retrospectively and the capitalization amendments were applied prospectively on and after the effective date. The Company applied the practical expedient that permits the Company to use the amounts disclosed in its pension and other postretirement benefit plan footnote from the prior comparative periods as the estimation basis for applying the retrospective presentation

~~requirements~~. The Commissions have authorized the Company to recover the other components of net periodic benefit cost through the Company’s capital program and thus on and after the effective date, the other components of net periodic benefit cost that have previously been recorded as part of utility plant have been recognized as a regulatory asset (see note 9). As a result, the changes required by the standard did not have a material impact on the results of operations.

~~The following tables show the effect of the accounting change to the Condensed Consolidated Statements of Income for the three and nine month periods ended September 30, 2017:~~

Three Months Ended September 30, 2017
Condensed Consolidated Statement of Income line item As Reported on Form 10-Q Adjusted Balance on Form 10-Q Increase (Decrease) from Retrospective Adoption
Administrative and general $ 24,886
$ 22,749
$ (2,137 )
Income taxes $ 17,348
$ 18,219
$ 871
Total operating expenses $ 170,535
$ 169,269
$ (1,266 )
Net operating income $ 41,196
$ 42,462
$ 1,266
Other components of net periodic benefit cost $ —
$ (2,137 ) $ 2,137
Income tax benefit (expense) on other income and expenses $ (841 ) $ 30
$ 871
Net other income (loss) $ 1,230
$ (36 ) $ (1,266 )

Nine Months Ended September 30, 2017
Condensed Consolidated Statement of Income line item As Reported on Form 10-Q Adjusted Balance on Form 10-Q Increase (Decrease) from Retrospective Adoption
Administrative and general $ 73,931
$ 66,908
$ (7,023 )
Income taxes $ 26,099
$ 27,941
$ 1,842
Total operating expenses $ 430,394
$ 425,213
$ (5,181 )
Net operating income $ 74,505
$ 79,686
$ 5,181
Other components of net periodic benefit cost $ —
$ (7,023 ) $ 7,023
Income tax expense on other income and expenses $ (2,947 ) $ (1,105 ) $ 1,842
Net other income (loss) $ 4,315
$ (866 ) $ (5,181 )

~~New Accounting Standards Issued But Not Yet Adopted~~

In February of 2016, the ~~FASB~~Financial Accounting Standards Board (FASB) issued ~~ASU 2016-02,~~ ~~Leases,~~ ~~which amends the~~ guidance ~~relating to the definition of a lease, recognition of lease assets and liabilities~~ on ~~the balance sheet, and the related disclosure requirements. In July of 2018, the FASB issued ASU 2018-11,~~ ~~Leases: Targeted Improvements, which amends the new leasing guidance such that entities may elect not to restate their comparative periods~~leases, with amendments in ~~the period of adoption.~~2018. The guidance requires lessees to recognize an asset and liability on the balance sheet for all of their lease obligations. Operating leases were previously not recognized on the balance sheet. ~~ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2018 and early adoption is permitted.~~

The Company ~~will adopt~~adopted the standard using the modified retrospective method for its existing leases and ~~expects this standard to increase~~did not restate its comparative periods in the period of adoption. The Company completed its review of its lease portfolio including significant leases and the Company designed and implemented new controls as part of the adoption of the new standard. The implementation increased lease assets and lease liabilities on the ~~Condensed~~ Consolidated Balance ~~Sheets.~~ Sheets by $13.8 million as of January 1, 2019.

The Company ~~intends to elect~~elected certain practical expedients and ~~will carry~~carried forward historical conclusions related to (1) contracts that contain leases, (2) existing lease classification for any expired or existing leases, and (3) initial direct costs for any existing leases. The Company ~~will~~ also ~~apply~~applied the practical expedient that ~~will allow~~allows the Company to elect, as an accounting policy, by asset class, to include both lease and ~~nonlease~~non-lease components as a single component and account for it as a lease. The Company ~~will apply~~applied the short-term lease exception ~~for lessees~~ which ~~will allow~~allowed the Company to not have to apply the recognition requirements of the new leasing guidance for short-term leases and to recognize lease payments in net income on a ~~straight line~~straight-line basis over the lease term. ~~The Company does~~Otherwise, the new standard did not ~~expect that the guidance will~~ have a material impact on the ~~Condensed Consolidated Statements of Income, Condensed Consolidated Statements of Cash Flows, and lease disclosures.~~remaining consolidated financial statements.

Note 3. Stock-based Compensation

Equity Incentive Plan

~~During~~The following table lists the number of annual Restricted Stock Awards (RSAs) granted and canceled during the three and nine months ended September 30, ~~2018~~2019 and ~~2017, the Company granted annual Restricted Stock Awards (RSAs) of 47,273 and 48,717, respectively, to officers and directors of the Company. During those same periods, 16,520~~ ~~RSAs~~ and 17,466 RSAs, respectively, were canceled. During the three months ended September 30, 2018 and 2017, 1,138 RSAs and no RSAs, respectively, were granted and 3,214 RSAs and 3,280 RSAs, respectively, were canceled. RSAs granted to officers vest over 36 months with the first year cliff vesting. RSAs granted to directors generally vest at the end of 12 months. 2018:



	Three Months Ended September 30		Nine Months Ended September 30
	2019	2018	2019	2018
RSAs granted	—	1,138	36,183	47,273
RSAs canceled	2,739	3,214	14,394	16,520

During the first nine months of ~~2018~~2019 and ~~2017,~~2018, the RSAs granted were valued at ~~$35.40~~$52.83 and ~~$36.75~~$35.40 per share, respectively, based upon the fair value of the Company’s common stock on the date of grant.

~~During~~The following table lists the number of Restricted Stock Unit Awards (RSUs) granted, issued, and canceled during the three and nine months ended September 30, ~~2018~~2019 and ~~2017, the Company granted 28,594~~2018:



	Three Months Ended September 30		Nine Months Ended September 30
	2019	2018	2019	2018
RSUs granted	—	—	26,473	28,594
RSUs issued	—	—	62,726	48,753
RSUs canceled	—	—	31,177	24,009

The 2019 and 31,389 performance-based Restricted Stock Unit Awards (RSUs), respectively, to officers. During those same periods, the Company issued 48,753 RSUs and 38,709 RSUs, respectively, to officers, and canceled 24,009 RSUs and 19,735 RSUs, respectively. During the three months ended September 30, 2018 ~~and 2017, the Company did not grant, issue or cancel any RSUs. Each RSU award reflects a target number of shares that may be issued to the award recipient. The 2018 and 2017~~ awards may be earned upon completion of the three-year performance period and are recognized as expense ratably over the period using a fair value of ~~$35.40~~$52.83 per share and ~~$36.75~~$35.40 per share, respectively, and an estimate of RSUs earned during the period.

The Company has recorded compensation costs for the RSAs and RSUs in administrative and general operating expenses in the amount of $5.3 million and $2.3 million for the nine months ended September 30, 2019 and 2018, respectively. For the three months ended September 30, 2019 and ~~2017.~~2018, the Company has recorded compensation costs for the RSAs and RSUs in the amount of $1.4 million and $0.8 million, respectively.

Note 4. Equity

On October 31, 2019, the Company entered into an equity distribution agreement with Morgan Stanley & Co., LLC, Robert W. Baird & Co. Incorporated, Blaylock Van, LLC and Wells Fargo Securities, LLC to sell shares of its common stock having an aggregate gross sales price of up to $300.0 million from time to time depending on market conditions through an at-the-market equity program over the next three years. The Company intends to use the net proceeds from these sales, after deducting commissions on such sales and offering expenses, for general corporate purposes, which may include working capital, construction and acquisition expenditures, investments and repurchases, and redemptions of securities.

The Company’s changes in total common stockholders’ equity for the nine months ended September 30, 2019 and 2018 were as follows:

Total Common
Stockholders’ Equity
Balance at December 31, 2017 $ 693,462
Common stock issued 1
Share-based compensation expense 2,227
Repurchase of common stock (1,496 )
Common stock dividends declared (27,029 )
Net income 44,869
Balance at September 30, 2018 $ 712,034



	Nine months ended September 30, 2019
	Common Stock				Additional Paid-in Capital			Retained Earnings			Total Stockholders' Equity
	Shares		Amount		Additional Paid-in Capital			Retained Earnings			Total Stockholders' Equity
	(In thousands)
Balance at January 1, 2019	48,065		$	481	$	337,623		$	392,053		$	730,157
Net loss								(7,640		)	(7,640		)
Issuance of common stock	109		—		3,179			—			3,179
Repurchase of common stock	(40	)	—		(2,074		)	—			(2,074		)
Dividends paid on common stock ($0.1975 per share)								(9,493		)	(9,493		)
Balance at March 31, 2019	48,134		481		338,728			374,920			714,129
Net income								16,996			16,996
Issuance of common stock	8		—		1,675			—			1,675
Repurchase of common stock	(2	)	—		(129		)	—			(129		)
Dividends paid on common stock ($0.1975 per share)								(9,507		)	(9,507		)
Balance at June 30, 2019	48,140		481		340,274			382,409			723,164
Net income								42,424			42,424
Issuance of common stock	9		—		1,866			—			1,866
Repurchase of common stock	(4	)	—		(152		)	—			(152		)
Dividends paid on common stock ($0.1975 per share)								(9,507		)	(9,507		)
Balance at September 30, 2019	48,145		481		341,988			415,326			757,795



	Nine months ended September 30, 2018
	Common Stock				Additional Paid-in Capital			Retained Earnings			Total Stockholders' Equity
	Shares		Amount		Additional Paid-in Capital			Retained Earnings			Total Stockholders' Equity
	(In thousands)
Balance at January 1, 2018	48,012		$	480	$	336,229		$	362,512		$	699,221
Net loss								(762		)	(762		)
Issuance of common stock	95		1		635			—			636
Repurchase of common stock	(33	)	—		(1,239		)	—			(1,239		)
Dividends paid on common stock ($0.1875 per share)								(9,003		)	(9,003		)
Balance at March 31, 2018	48,074		481		335,625			352,747			688,853
Net income								14,805			14,805
Issuance of common stock	—		—		737			—			737
Repurchase of common stock	(4	)	—		(124		)	—			(124		)
Dividends paid on common stock ($0.1875 per share)								(9,014		)	(9,014		)
Balance at June 30, 2018	48,070		481		336,238			358,538			695,257
Net income								36,173			36,173
Issuance of common stock	1		—		853			—			853
Repurchase of common stock	(3	)	—		(131		)	—			(131		)
Dividends paid on common stock ($0.1875 per share)								(9,012		)	(9,012		)
Balance at September 30, 2018	48,068		481		336,960			385,699			723,140

Note 5. Earnings Per Share

The computations of basic and diluted earnings per share are noted in the table below. Basic earnings per share are computed by dividing the net income available to common stockholders by the weighted average number of common shares outstanding during the period. ~~Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts were exercised or converted into common stock.~~ RSAs are included in the weighted average common shares outstanding because the shares have all the same voting and dividend rights as issued and unrestricted common stock. RSUs are not included in diluted shares for financial reporting until authorized by the Organization & Compensation Committee of the Board of Directors.


	Three Months Ended September 30				Three Months Ended September 30
	2018		2017		2019		2018
	(In thousands, except per share data)				(In thousands, except per share data)
Net income available to common stockholders	$	34,392	$	33,849	$	42,424	$	36,173
Weighted average common shares outstanding, basic	48,070		48,017		48,141		48,070
Weighted average common shares outstanding, dilutive	48,070		48,017		48,141		48,070
Earnings per share - basic	$	0.72	$	0.70	$	0.88	$	0.75
Earnings per share - diluted	$	0.72	$	0.70	$	0.88	$	0.75



	Nine Months Ended September 30
	2019		2018
	(In thousands, except per share data)
Net income available to common stockholders	$	51,780	$	50,216
Weighted average common shares outstanding, basic	48,121		48,058
Weighted average common shares outstanding, dilutive	48,121		48,058
Earnings per share - basic	$	1.08	$	1.04
Earnings per share - diluted	$	1.08	$	1.04

Nine Months Ended September 30
2018 2017
(In thousands, except per share data)
Net income available to common stockholders $ 44,869
$ 53,512
Weighted average common shares outstanding, basic 48,058
48,007
Weighted average common shares outstanding, dilutive 48,058
48,007
Earnings per share - basic $ 0.93
$ 1.11
Earnings per share - diluted $ 0.93
$ 1.11

Note 6. Pension Plan and Other Postretirement Benefits

The Company provides a qualified, defined-benefit, non-contributory pension plan for substantially all employees. The Company makes annual contributions to fund the amounts accrued for in the qualified pension plan. The Company also maintains an unfunded, non-qualified, supplemental executive retirement plan. The costs of the plans are charged to expense or are capitalized in utility plant as appropriate.

The Company offers medical, dental, vision, and life insurance benefits for retirees and their spouses and dependents. Participants are required to pay a premium, which offsets a portion of the cost.

Cash contributions made by the Company related to the pension plans were ~~$42.3~~$12.5 million and ~~$22.2~~$42.3 million for the nine months ended September 30, ~~2018~~2019 and ~~2017,~~2018, respectively. Cash contributions made by the Company related to the other postretirement benefit plans were ~~$8.0~~$5.6 million and ~~$2.3~~$8.0 million for the nine months ended September 30, ~~2018~~2019 and ~~2017,~~2018, respectively. The total ~~2018~~2019 estimated cash contribution to the pension plans is ~~$42.3~~$18.8 million and to the other postretirement benefit plans is ~~$9.7~~$7.9 million.

The following ~~table lists~~tables list components of net periodic benefit costs for the pension plans and other postretirement benefits. The data listed under “pension plan” includes the qualified pension plan and the non-qualified supplemental executive retirement plan. The data listed under “other benefits” is for all other postretirement benefits.


	Three Months Ended September 30												Three Months Ended September 30
	Pension Plan						Other Benefits						Pension Plan						Other Benefits
	2018			2017			2018			2017			2019			2018			2019			2018
Service cost	$	6,966		$	6,122		$	1,966		$	2,169		$	6,910		$	6,966		$	2,082		$	1,966
Interest cost	6,007			5,861			1,183			1,491			6,941			6,007			1,407			1,183
Expected return on plan assets	(7,052		)	(6,031		)	(1,397		)	(1,218		)	(7,581		)	(7,052		)	(1,475		)	(1,397		)
Amortization of prior service cost	1,263			1,445			11			11			1,262			1,263			49			11
Recognized net actuarial loss	2,791			1,881			242			649			1,821			2,791			214			242
Net periodic benefit cost	$	9,975		$	9,278		$	2,005		$	3,102		$	9,353		$	9,975		$	2,277		$	2,005



	Nine Months Ended September 30
	Pension Plan						Other Benefits
	2019			2018			2019			2018
Service cost	$	20,039		$	21,770		$	5,606		$	7,066
Interest cost	20,225			17,996			4,081			4,152
Expected return on plan assets	(22,714		)	(20,777		)	(4,346		)	(4,229		)
Amortization of prior service cost	3,786			3,789			148			32
Recognized net actuarial loss	4,445			8,386			421			1,789
Net periodic benefit cost	$	25,781		$	31,164		$	5,910		$	8,810

Nine Months Ended September 30
Pension Plan Other Benefits
2018 2017 2018 2017
Service cost $ 21,770
$ 17,851
$ 7,066
$ 6,207
Interest cost 17,996
17,442
4,152
4,472
Expected return on plan assets (20,777 ) (18,090 ) (4,229 ) (3,653 )
Amortization of prior service cost 3,789
4,336
32
32
Recognized net actuarial loss 8,386
5,386
1,789
1,947
Net periodic benefit cost $ 31,164
$ 26,925
$ 8,810
$ 9,005

Service cost portion of the pension plan and other postretirement benefits is recognized in ~~administrative~~"administrative and ~~general~~general" expenses within the Condensed Consolidated Statements of Income. Other components of net periodic benefit costs include interest costs, expected return on plan assets, amortization of prior service costs, and recognized net actuarial loss and are reported together as ~~other~~"other components of net periodic benefit ~~cost~~cost" within the Condensed Consolidated Statements of ~~Income (see note 2).~~Income.

Note 7. Short-term and Long-term Borrowings

On June 11, 2019, Cal Water completed the sale and issuance of $400.0 million in aggregate principal amount of First Mortgage Bonds (the bonds) in a private placement. The bonds consist of $100.0 million of 3.40% bonds, series VVV, maturing June 11, 2029; $100.0 million of 4.07% bonds, series WWW, maturing June 11, 2049; and $200.0 million of 4.17% bonds, series YYY, maturing June 11, 2059. Interest on the bonds will accrue semi-annually and be payable in arrears. The bonds will rank equally with all of Cal Water’s other First Mortgage Bonds and will be secured by liens on Cal Water’s properties, subject to certain exceptions and permitted liens. Cal Water used the net proceeds from the sale of the bonds to pay down outstanding short-term borrowings and to redeem $300.0 million of bond series UUU. The bonds were not registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

On March 29, 2019, the Company and Cal Water entered into certain syndicated credit agreements, which provide for unsecured revolving credit facilities of up to an initial aggregate amount of $550.0 million for a term of five years. The revolving credit facilities amend, expand, and replace the Company’s and its subsidiaries’ prior credit facilities originally entered into on May 10, 2015. The new credit facilities extended the terms until March 29, 2024, and increased Cal Water’s unsecured revolving line of credit. The Company and subsidiaries that it designates may borrow up to $150.0 million under the Company’s revolving credit facility. Cal Water may borrow up to $400.0 million under its revolving credit facility. All borrowings must be repaid within 24 months unless a different period is required or authorized by the CPUC. Additionally, the credit facilities may be increased by up to an incremental $150.0 million under the Cal Water facility and $50.0 million under the Company facility, subject in each case to certain conditions. The proceeds from the revolving credit facilities may be used for working capital purposes, including the short-term financing of capital projects. Borrowings under the credit facilities typically have maturities varying between one and six months and will bear interest annually at a rate equal to (i) the base rate or (ii) the Eurodollar rate, plus an applicable margin of 0.650% to 0.875%, depending on the Company and its subsidiaries’ consolidated total capitalization ratio.

Both short-term unsecured credit agreements contain affirmative and negative covenants and events of default customary for credit facilities of this type including, among other things, limitations and prohibitions relating to additional indebtedness, liens, mergers, and asset sales. Also, these unsecured credit agreements contain financial covenants governing the Company and its subsidiaries’ consolidated total capitalization ratio and interest coverage ratio.

The outstanding borrowings on the Company line of credit were ~~$75.1 million and~~ $55.1 million as of September 30, ~~2018~~2019 and December 31, ~~2017, respectively.~~2018. There were no$100.0 million and $10.0 million of borrowings on the Cal Water line of credit as of September 30, ~~2018~~2019 and ~~$220.0 million of borrowings as of~~ December 31, ~~2017.~~2018, respectively. The average borrowing rate for borrowings on the Company and Cal Water lines of credit during the nine months ended September 30, ~~2018~~2019 was ~~2.88%~~3.38% compared to ~~1.97%~~2.88% for the same period last year.

On September 13, 2018, Cal Water sold $300.0 million of floating rate First Mortgage Bonds due in September of 2020 in a private placement. The floating interest rate was set at three-month LIBOR plus 70 basis points, will accrue quarterly, and be payable in arrears. The bonds are redeemable at a premium of 102%, or at par after June 13, 2019. The bonds will also rank equally with all of Cal Water's other First Mortgage Bonds and will be secured by liens on Cal Water's properties, subject to certain exceptions and permitted liens.

Note 8. Income Taxes

The Company adjusts its effective tax rate each quarter to be consistent with the estimated annual effective tax rate. The Company also records the tax effect of unusual or infrequently occurring discrete items.

The provision for income taxes is shown in the tables below:

Three Months Ended September 30
2018 2017
Income tax expense $ 10,957
$ 18,189



	Three Months Ended September 30
	2019		2018
Income tax expense	$	11,864	$	11,481



	Nine Months Ended September 30
	2019		2018
Income tax expense	$	14,509	$	15,068

Nine Months Ended September 30
2018 2017
Income tax expense $ 13,498
$ 29,046

The income tax expense ~~decreased $7.2~~increased $0.4 million to ~~$11.0~~$11.9 million for the three months ended September 30, ~~2018~~2019 as compared to the three months ended September 30, ~~2017 mostly~~2018. The increase is due to ~~the federal income tax rate reduction from 35% to 21%, effective January 1, 2018,~~ an increase in ~~tax benefits~~pre-tax net income of ~~$0.9~~$6.6 million ~~and a decrease in pre-tax income.~~for the three months ended September 30, 2019 as compared to the three months ended September 30, 2018.

The income tax expense decreased ~~$15.5~~$0.6 million to ~~$13.5~~$14.5 million infor the ~~first~~ nine months ~~of 2018,~~ended September 30, 2019 as compared to ~~$29.0 million~~in the ~~first~~ nine months ~~of 2017.~~ended September 30, 2018. The decrease ~~was mainly~~is due to ~~the federal~~higher income tax ~~rate reduction from 35%~~benefit for the nine months ended September 30, 2019 as compared to ~~21%, effective January 1, 2018, an increase in tax benefits of $0.9 million, and a decrease in pre-tax income.~~the nine months ended September 30, 2018.

The Company's ~~2018~~2019 effective tax rate, before discrete items, is estimated to be ~~in the range from~~ 22% ~~to 25%~~.

For the year ended December 31, ~~2017,~~2018, the Company recorded a ~~provisional~~ re-measurement of its deferred tax balances (related mostly to timing differences for plant-related items) which was offset by a change from a net deferred income tax regulatory asset to a net regulatory liability. The Company is continuing to work with state regulators to finalize the customer net refund of $108.0 million to ensure compliance with federal normalization rules.

. The final ~~transition impacts~~impact of the Tax Cuts and Jobs Act (TCJA) may differ from the recorded amounts, possibly materially, due to ~~among other things,~~ regulatory decisions that could differ from the Company’s determination of how the ~~impacts~~impact of the TCJA are allocated between customers and shareholders. In addition, while the Company was able to make reasonable estimates of the impact of the reduction in federal tax rate and the elimination of bonus depreciation due to the enactment of the TCJA, the Company has not completed analysis for areas of the TCJA around Internal Revenue Code Section 162(m), full expensing of fixed assets, and other asset related items of the TCJA. Changeschanges in interpretations, guidance on legislative intent, and any changes in accounting standards for income taxes in response to the TCJA could also impact the recorded amounts.

The Company ~~will~~is continuing to work with state regulators to finalize the customer net refund of $107.0 million to ensure compliance with federal normalization rules and will record any adjustments ~~related to the TCJA within the one year measurement period provided under Staff Accounting Bulletin No. 118. The balances relating to TCJA impact continue to be provisional as of September 30, 2018.~~based on state regulator's decisions.

The Company had unrecognized tax benefits of approximately ~~$12.0~~$10.6 million and ~~$10.2~~$9.7 million as of September 30, ~~2018~~2019 and ~~2017,~~2018, respectively. Included in the balance of unrecognized tax benefits as of September 30, ~~2018~~2019 and ~~2017~~2018 are approximately ~~$2.3~~$3.1 million and $2.9 million, respectively, of tax benefits that, if recognized, would result in an adjustment to the Company’s effective tax rate. The Company does not expect its unrecognized tax benefits to change significantly within the next 12 months.

Note 9. Regulatory Assets and Liabilities

Regulatory assets and liabilities were comprised of the following as of September 30, ~~2018~~2019 and December 31, ~~2017:~~2018:



	Recovery Period	September 30, 2019		December 31, 2018
Regulatory Assets
Pension and retiree group health	Indefinitely	$	156,453	$	156,947
Property-related temporary differences (tax benefits flowed through to customers)	Indefinitely	100,943		99,376
Other accrued benefits	Indefinitely	21,183		20,588
Net WRAM and MCBA long-term accounts receivable	1-2 years	30,454		17,134
Asset retirement obligations, net	Indefinitely	19,619		18,197
Interim rates long-term accounts receivable	1 year	4,642		4,642
Tank coating	10 years	13,745		11,196
Recoverable property losses	10 years	5,539		1,275
Pension balancing account	1 year	20,158		16,494
Other components of net periodic benefit cost	Indefinitely	4,641		3,221
Other regulatory assets	Various	5,107		4,499
Total Regulatory Assets		$	382,484	$	353,569

Regulatory Liabilities
Future tax benefits due to customers		$	180,207	$	180,205
Health care balancing account		4,315		3,516
Conservation program		5,659		6,880
Net WRAM and MCBA long-term payable		67		222
Tax accounting memorandum account		785		5,039
Cost of capital memorandum account		148		2,834
1,2,3 trichloropropane settlement proceeds		9,204		12,142
Other regulatory liabilities		272		437
Total Regulatory Liabilities		$	200,657	$	211,275

September 30, 2018 December 31, 2017
Regulatory Assets

Pension and retiree group health $ 213,755
$ 214,249
Property-related temporary differences (tax benefits flowed through to customers) 81,354
87,323
Other accrued benefits 27,634
28,251
Net WRAM and MCBA long-term accounts receivable 21,826
34,879
Asset retirement obligations, net 18,180
17,126
Interim rates long-term accounts receivable 4,557
4,568
Tank coating 11,490
10,998
Health care balancing account 442
496
Pension balancing account 6,250
2,322
Other components of net periodic benefit cost 2,433
—
Other regulatory assets 379
935
Total Regulatory Assets $ 388,300
$ 401,147

Regulatory Liabilities

Future tax benefits due to customers $ 169,675
$ 168,343
Health care balancing account 12,124
7,749
Conservation program 6,019
2,273
Pension balancing account 13
364
Net WRAM and MCBA long-term payable 136
513
Tax accounting memorandum account 4,998
—
Cost of capital memorandum account 2,834
—
1,2,3 trichloropropane settlement proceeds 12,841
—
Other regulatory liabilities 50
464
Total Regulatory Liabilities $ 208,690
$ 179,706

Short-term regulatory assets and liabilities are excluded from the above table.

The short-term regulatory assets were ~~$38.0~~$33.4 million as of September 30, ~~2018~~2019 and ~~$36.8~~$42.4 million as of December 31, ~~2017.~~2018. As of September 30, ~~2018~~2019 and December 31, ~~2017,~~2018, the short-term regulatory assets primarily consist of net WRAM and MCBA receivables.

The short-term portions of regulatory liabilities were ~~$43.3~~$6.9 million as of September 30, ~~2018~~2019 and ~~$59.3~~$12.2 million as of December 31, ~~2017.~~2018. The short-term regulatory liabilities as of September 30, ~~2018,~~2019, primarily consist of 1,2,3 trichloropropane (TCP) settlement ~~proceeds.~~proceeds, tax accounting memorandum account refunds, and cost of capital memorandum account refunds. As of December 31, ~~2017,~~2018, the short-term regulatory liabilities primarily consist of TCP settlement proceeds and net WRAM and MCBA liability balances.

The tax accounting and cost of capital memorandum account regulatory liabilities are related to the estimated customer refunds due to changes in the federal income tax rate and to the cost of capital decision for Cal Water.

~~The other components of net periodic benefit cost regulatory asset are authorized by the Commissions and are probable for rate recovery through the capital program (see Note 2).~~

Note 10. Commitments and Contingencies

Commitments

The Company has significant commitments to ~~lease certain office spaces and water systems and to~~ purchase water from water wholesalers. These commitments are described in the Company's Annual Report on Form 10-K for the year ended December 31, ~~2017.~~2018.

~~Effective April 3, 2018,~~Leases

The Company has operating and finance leases for water systems, offices, land easements, licenses, equipment, and other facilities. The leases generally have remaining lease terms of 1 year to 50 years, some of which include options to extend the ~~City~~lease for up to 25 years. The exercise of ~~Commerce has renewed~~lease renewal options is at the Company’s sole discretion. Most of the Company’s lease agreements contain mutual termination options that require prior written notice by either lessee or lessor. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. Certain leases include options to purchase the leased property. The depreciable life of the assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option that is reasonably certain of exercise. Leases with an initial term of 12 months or less are not recorded on the balance sheet as the Company applied the short-term lease exception allowed by the FASB guidance. Lease expense for these leases is recognized on a straight-line basis over the lease term. A subset of the Company’s leases contains variable lease payments that depend on changes in the CPI.

The Company determines if an arrangement is a lease at contract inception. Generally, a lease agreement ~~for Cal Water~~exists if the Company determines that the arrangement gives the Company control over the use of an identified asset and obtains substantially all of the benefits from the identified asset.

The right-of-use (ROU) assets that are recorded represent the Company’s right to ~~operate the City of Commerce’s water system~~use an underlying asset for the ~~next 15 years. Cal Water has operated~~lease term and lease liabilities represent the ~~City~~Company’s obligation to make lease payments arising from the lease. Lease ROU assets and liabilities are recognized at commencement date based on the present value of ~~Commerce water system since 1985~~lease payments over the lease term. As most of the Company’s operating leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The ROU asset and lease liability may include options to extend or terminate the lease when it is ~~responsible for all operations, maintenance, water quality assurance,~~reasonably certain that the Company will exercise that option. Variable lease payments that are based on changes in CPI are included in the measurement of ROU asset and ~~customer service programs~~lease liability on the basis of the rate at lease commencement. Subsequent changes to ~~provide~~the payments as a ~~reliable supply~~result of ~~water that meets federal and state standards~~changes to ~~customers served by~~ the ~~City~~CPI rate are recognized in the period in which the obligation of ~~Commerce system.~~ these payments is incurred.

Supplemental balance sheet information related to leases was as follows:



	As of September 30, 2019
Operating leases
Other assets	$	14,349

Accrued expenses and other liabilities	$	1,421
Regulatory liabilities and other	12,885
Total operating lease liabilities	$	14,306

Finance leases
Utility plant	$	18,207
Accumulated depreciation and amortization	(9,352		)
Net utility plant	$	8,855

Current maturities of long-term debt, net	$	670
Long-term debt, net	5,378
Total finance lease liabilities	$	6,048

Weighted average remaining lease term
Operating leases	155 months
Finance leases	80 months

Weighted average discount rate
Operating leases	3.7		%
Finance leases	5.5		%

The ~~City~~components of ~~Commerce will remain responsible for financing infrastructure improvements and setting its customers’ water rates.~~lease expense were as follows:



	Three Months Ended September 30		Nine Months Ended September 30
	2019
Operating lease cost	$	490	$	1,368

Finance lease cost:
Amortization of right-of-use assets	$	292	$	918
Interest on lease liabilities	85		264
Total finance lease cost	$	377	$	1,182

Short-term lease cost	$	543	$	716
Variable lease cost	66		198
Total lease cost	$	1,476	$	3,464

Supplemental cash flow information related to leases was as follows:



	Nine Months Ended September 30
	2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	1,322
Operating cash flows from finance leases	264
Financing cash flows from finance leases	508
Non-cash activities: right-of-use assets obtained in exchange for lease obligations:
Operating leases	1,697
Finance leases	672

Maturities of lease liabilities as of September 30, ~~2018, there were no other significant changes from~~2019 are as follows:



Year Ending December 31,	Operating Leases			Finance Leases
2019 (a)	$	451		$	245
2020	1,892			986
2021	1,673			987
2022	1,516			987
2023	1,396			1,506
2024	1,253			940
Thereafter	10,067			1,645
Total lease payments	$	18,248		$	7,296

Less imputed interest	$	(3,942	)	$	(1,248	)
Total	$	14,306		$	6,048

(a) Excludes payments made for the first nine months of 2019.

As previously disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, ~~2017.~~2018 and under the previous lease accounting standard, minimum lease payments, as of December 31, 2018, under non-cancelable operating leases by period were expected to be as follows:



2019	$	1,771
2020	1,709
2021	1,485
2022	1,355
2023	1,261
Thereafter	10,538
Total	$	18,119

Contingencies

Groundwater Contamination

The Company has undertaken litigation against third parties to recover past and anticipated costs related to groundwater contamination in our service areas. The cost of litigation is expensed as incurred and any settlement is first offset against such costs. The CPUC’s general policy requires all proceeds from groundwater contamination litigation to be used first to pay transactional expenses, then to make customers whole for water treatment costs to comply with the CPUC’s water quality standards. The CPUC allows for a risk-based consideration of contamination proceeds which exceed the costs of the remediation described above and may result in some sharing of proceeds with the shareholder, determined on a case by case basis. The CPUC has authorized various memorandum accounts that allow the Company to track significant litigation costs and to request recovery of these costs in future ~~filings and uses of proceeds to comply with CPUC’s general policy.~~filings.

Other Legal Matters

From time to time, the Company is involved in various disputes and litigation matters that arise in the ordinary course of business. The status of each significant matter is reviewed and assessed for potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable and the amount of the range of loss can be estimated, a liability is accrued for the estimated loss in accordance with the accounting standards for contingencies. Legal proceedings are subject to uncertainties, and the outcomes are difficult to predict. Because of such uncertainties, accruals are based on the best information available at the time. While the outcome of these disputes and litigation matters cannot be predicted with any certainty, management does not believe when taking into account existing reserves the ultimate resolution of these matters will materially affect the Company’s financial position, results of operations, or cash flows. As of September 30, ~~2018~~2019 and December 31, ~~2017,~~2018, the Company recognized a liability of ~~$3.8~~$2.6 million and ~~$6.1~~$2.3 million, respectively, for known legal matters. ~~The decrease is mainly due to several large claims being resolved in the first nine months of 2018.~~ The cost of litigation is expensed as incurred and any settlement is first offset against such costs. Any settlement in excess of the cost to litigate is accounted for on a case by case basis, dependent on the nature of the settlement.

Note 11. Fair Value of Financial Assets and Liabilities

The accounting guidance for fair value measurements and disclosures provides a single definition of fair value and requires certain disclosures about assets and liabilities measured at fair value. A hierarchical framework for disclosing the observability of the inputs utilized in measuring assets and liabilities at fair value is established by this guidance. The three levels in the hierarchy are as follows:

Level 1 - Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Plan has the ability to access.

Level 2 - Inputs to the valuation methodology include:

Quoted market prices for similar assets or liabilities in active markets;

Quoted prices for identical or similar assets or liabilities in inactive markets;

Inputs other than quoted prices that are observable for the asset or liability; and

Inputs that are derived principally from or corroborated by observable market data by correlation or other means.

If the asset or liability has a specified (contractual) term, the level 2 input must be observable for substantially the full term of the asset or liability.

Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

Specific valuation methods include the following:

Accounts receivable and accounts payable carrying amounts approximated the fair value because of the short-term maturity of the instruments.

Long-term debt fair values were estimated using the published quoted market price, if available, or the discounted cash flow analysis, based on the current rates available using a risk-free rate (a U.S. Treasury securities yield curve) plus a risk premium of ~~1.70%~~1.83%.

Advances for construction fair values were estimated using broker quotes from companies that frequently purchase these investments.


	September 30, 2018										September 30, 2019
			Fair Value										Fair Value
	Cost		Level 1		Level 2		Level 3		Total		Cost		Level 1		Level 2		Level 3		Total
Long-term debt, including current maturities	$	819,122	—		$	847,812	—		$	847,812
Long-term debt, including current maturities, net											$	812,758	—		$	912,402	—		$	912,402
Advances for construction	186,897		—		77,745		—		77,745		190,272		—		79,818		—		79,818
Total	$	1,006,019	$	—	$	925,557	$	—	$	925,557	$	1,003,030	$	—	$	992,220	$	—	$	992,220



	December 31, 2018
			Fair Value
	Cost		Level 1		Level 2		Level 3		Total
Long-term debt, including current maturities, net	$	814,938	$	—	$	849,551	$	—	$	849,551
Advances for construction	186,342		—		77,204		—		77,204
Total	$	1,001,280	—		$	926,755	$	—	$	926,755

December 31, 2017
Fair Value
Cost Level 1 Level 2 Level 3 Total
Long-term debt, including current maturities $ 531,713
$ —
$ 607,492
$ —
$ 607,492
Advances for construction 182,502
—
75,083
—
75,083
Total $ 714,215
—
$ 682,575
$ —
$ 682,575

Note 12. Condensed Consolidating Financial Statements

On ~~April 17, 2009, Cal Water issued $100.0 million aggregate principal amount of 5.875% First Mortgage Bonds due 2019, and on~~ November 17, 2010, Cal Water issued $100.0 million aggregate principal amount of 5.500% First Mortgage Bonds due 2040, all of which ~~are~~is fully and unconditionally guaranteed by the Company. As a result of ~~these~~this guarantee ~~arrangements,~~arrangement, the Company is required to present the following condensed consolidating financial information. The investments in affiliates are accounted for and presented using the “equity method” of accounting.

The following tables present the Condensed Consolidating Balance Sheets as of September 30, ~~2018~~2019 and December 31, ~~2017,~~2018, the Condensed Consolidating Statements of Income for the three and nine months ended September 30, ~~2018~~2019 and ~~2017,~~2018, and the Condensed Consolidating Statements of Cash Flows for the nine months ended September 30, ~~2018~~2019 and ~~2017~~2018 of (i) California Water Service Group, the guarantor of the First Mortgage Bonds and the parent company; (ii) California Water Service Company, the issuer of the First Mortgage Bonds and a 100% owned consolidated subsidiary of California Water Service Group; and (iii) the other 100% owned non-guarantor consolidated subsidiaries of California Water Service Group. No other subsidiary of the Company guarantees the securities. The Condensed Consolidating Statement of Cash Flows for the nine months ended September 30, 2018 and 2017 reflect the retrospective adoption of ASU 2016-18 (refer to Note 2 for more details). The Condensed Consolidating Statements of Income for the three and nine months ended September 30, 2017 reflect the retrospective adoption of ASU 2017-07 (refer to Note 2 for more details).

CALIFORNIA WATER SERVICE GROUP

CONDENSED CONSOLIDATING BALANCE SHEET

As of September 30, ~~2018~~2019

(In thousands)


	Parent Company			Cal Water			All Other Subsidiaries			Consolidating Adjustments			Consolidated			Parent Company			Cal Water			All Other Subsidiaries			Consolidating Adjustments			Consolidated
ASSETS
Utility plant:
Utility plant	$	1,317		$	2,963,674		$	211,931		$	(7,196	)	$	3,169,726		$	1,318		$	3,194,372		$	222,726		$	(7,197	)	$	3,411,219
Less accumulated depreciation and amortization	(989		)	(926,291		)	(58,780		)	2,076			(983,984		)	(1,083		)	(1,004,387		)	(64,654		)	2,159			(1,067,965		)
Net utility plant	328			2,037,383			153,151			(5,120		)	2,185,742			235			2,189,985			158,072			(5,038		)	2,343,254
Current assets:
Cash and cash equivalents	2,445			55,108			8,868			—			66,421			2,408			39,187			9,662			—			51,257
Receivables and unbilled revenue	—			144,340			5,639			—			149,979			—			133,281			5,319			—			138,600
Receivables from affiliates	44,671			895			286			(45,852		)	—			28,896			540			214			(29,650		)	—
Other current assets	203			17,360			1,576			—			19,139			235			19,435			2,529			—			22,199
Total current assets	47,319			217,703			16,369			(45,852		)	235,539			31,539			192,443			17,724			(29,650		)	212,056
Other assets:
Regulatory assets	—			384,249			4,051			—			388,300			—			377,962			4,522			—			382,484
Investments in affiliates	716,177			—			—			(716,177		)	—			756,177			—			—			(756,177		)	—
Long-term affiliate notes receivable	25,172			—			—			(25,172		)	—			26,288			—			—			(26,288		)	—
Other assets	70			63,624			3,660			(73		)	67,281			460			80,480			4,692			(214		)	85,460
Total other assets	741,419			447,873			7,711			(741,422		)	455,581			782,925			458,442			9,214			(782,679		)	467,944
TOTAL ASSETS	$	789,066		$	2,702,959		$	177,231		$	(792,394	)	$	2,876,862		$	814,699		$	2,840,870		$	185,010		$	(817,367	)	$	3,023,254
CAPITALIZATION AND LIABILITIES
Capitalization:
Common stockholders’ equity	$	712,034		$	642,588		$	78,798		$	(721,386	)	$	712,034		$	757,795		$	679,037		$	82,366		$	(761,403	)	$	757,795
Affiliate long-term debt	—			—			—			—			—			—			—			26,288			(26,288		)	—
Long-term debt, less current maturities	—			713,622			25,860			(25,172		)	714,310
Long-term debt, net																—			807,019			459			—			807,478
Total capitalization	712,034			1,356,210			104,658			(746,558		)	1,426,344			757,795			1,486,056			109,113			(787,691		)	1,565,273
Current liabilities:
Current maturities of long-term debt	—			104,538			274			—			104,812
Current maturities of long-term debt, net																—			5,122			158			—			5,280
Short-term borrowings	75,100			—			—			—			75,100			55,100			100,000			—			—			155,100
Payables to affiliates	—			21,710			24,142			(45,852		)	—			—			4,906			24,744			(29,650		)	—
Accounts payable	—			99,315			3,623			—			102,938			—			103,748			4,845			—			108,593
Accrued expenses and other liabilities	112			94,675			4,253			—			99,040			329			60,621			4,021			—			64,971
Total current liabilities	75,212			320,238			32,292			(45,852		)	381,890			55,429			274,397			33,768			(29,650		)	333,944
Unamortized investment tax credits	—			1,724			—			—			1,724			—			1,649			—			—			1,649
Deferred income taxes	1,820			193,864			3,459			—			199,143			1,475			224,549			3,213			—			229,237
Pension and postretirement benefits other than pensions	—			235,501			—			—			235,501			—			203,557			—			(26		)	203,557
Regulatory liabilities and other	—			251,235			4,318			16			255,569			—			253,843			6,953			—			260,812
Advances for construction	—			186,389			508			—			186,897			—			189,781			491			—			190,272
Contributions in aid of construction	—			157,798			31,996			—			189,794			—			207,038			31,472			—			238,510
TOTAL CAPITALIZATION AND LIABILITIES	$	789,066		$	2,702,959		$	177,231		$	(792,394	)	$	2,876,862		$	814,699		$	2,840,870		$	185,010		$	(817,367	)	$	3,023,254

CALIFORNIA WATER SERVICE GROUP

CONDENSED CONSOLIDATING BALANCE SHEET

As of December 31, ~~2017~~2018

(In thousands)



	Parent Company			Cal Water			All Other Subsidiaries			Consolidating Adjustments			Consolidated
ASSETS
Utility plant:
Utility plant	$	1,318		$	3,021,437		$	213,888		$	(7,197	)	$	3,229,446
Less accumulated depreciation and amortization	(1,013		)	(938,072		)	(59,735		)	2,097			(996,723		)
Net utility plant	305			2,083,365			154,153			(5,100		)	2,232,723
Current assets:
Cash and cash equivalents	3,779			33,763			9,634			—			47,176
Receivables and unbilled revenue	126			118,632			4,201			—			122,959
Receivables from affiliates	21,318			4,074			61			(25,453		)	—
Other current assets	80			16,907			1,580			—			18,567
Total current assets	25,303			173,376			15,476			(25,453		)	188,702
Other assets:
Regulatory assets	—			349,414			4,155			—			353,569
Investments in affiliates	733,156			—			—			(733,156		)	—
Long-term affiliate notes receivable	27,829			—			—			(27,829		)	—
Other assets	133			58,959			3,821			(203		)	62,710
Total other assets	761,118			408,373			7,976			(761,188		)	416,279
TOTAL ASSETS	$	786,726		$	2,665,114		$	177,605		$	(791,741	)	$	2,837,704
CAPITALIZATION AND LIABILITIES
Capitalization:
Common stockholders’ equity	$	730,157		$	659,340		79,093			$	(738,433	)	$	730,157
Affiliate long-term debt	—			—			27,828			(27,828		)	—
Long-term debt, net	—			709,444			583			—			710,027
Total capitalization	730,157			1,368,784			107,504			(766,261		)	1,440,184
Current liabilities:
Current maturities of long-term debt, net	—			104,664			247			—			104,911
Short-term borrowings	55,100			10,000			—			—			65,100
Payables to affiliates	17			488			24,948			(25,453		)	—
Accounts payable	—			92,310			3,270			—			95,580
Accrued expenses and other liabilities	107			53,655			1,813			—			55,575
Total current liabilities	55,224			261,117			30,278			(25,453		)	321,166
Unamortized investment tax credits	—			1,649			—			—			1,649
Deferred income taxes	1,376			210,052			1,648			(43		)	213,033
Pension and postretirement benefits other than pensions	—			193,538			—			—			193,538
Regulatory and other liabilities	(31		)	250,720			5,817			16			256,522
Advances for construction	—			185,843			499			—			186,342
Contributions in aid of construction	—			193,411			31,859			—			225,270
TOTAL CAPITALIZATION AND LIABILITIES	$	786,726		$	2,665,114		$	177,605		$	(791,741	)	$	2,837,704

Parent
Company
Cal Water
All Other
Subsidiaries

Consolidating
Adjustments
Consolidated
ASSETS

Utility plant:

Utility plant $ 1,321
$ 2,771,259
$ 204,795
$ (7,196 ) $ 2,970,179
Less accumulated depreciation and amortization (919 ) (868,762 ) (54,543 ) 2,010
(922,214 )
Net utility plant 402
1,902,497
150,252
(5,186 ) 2,047,965
Current assets:

Cash and cash equivalents 4,728
80,940
9,108
—
94,776
Receivables and unbilled revenue —
110,928
4,526
—
115,454
Receivables from affiliates 19,952
4,093
43
(24,088 ) —
Other current assets 80
16,569
994
—
17,643
Total current assets 24,760
212,530
14,671
(24,088 ) 227,873
Other assets:

Regulatory assets —
397,333
3,814
—
401,147
Investments in affiliates 698,690
—
—
(698,690 ) —
Long-term affiliate notes receivable 26,441
—
—
(26,441 ) —
Other assets 192
59,581
3,822
(205 ) 63,390
Total other assets 725,323
456,914
7,636
(725,336 ) 464,537
TOTAL ASSETS $ 750,485
$ 2,571,941
$ 172,559
$ (754,610 ) $ 2,740,375
CAPITALIZATION AND LIABILITIES

Capitalization:

Common stockholders’ equity $ 693,462
$ 626,300
77,647
$ (703,947 ) $ 693,462
Affiliate long-term debt —
—
26,441
(26,441 ) —
Long-term debt, less current maturities —
514,952
841
—
515,793
Total capitalization 693,462
1,141,252
104,929
(730,388 ) 1,209,255
Current liabilities:

Current maturities of long-term debt —
15,598
322
—
15,920
Short-term borrowings 55,100
220,000
—
—
275,100
Payables to affiliates —
580
23,508
(24,088 ) —
Accounts payable —
90,561
3,394
—
93,955
Accrued expenses and other liabilities 271
104,002
1,711
—
105,984
Total current liabilities 55,371
430,741
28,935
(24,088 ) 490,959
Unamortized investment tax credits —
1,724
—
—
1,724
Deferred income taxes 1,652
189,004
2,424
(134 ) 192,946
Pension and postretirement benefits other than pensions —
252,141
—
—
252,141
Regulatory and other liabilities —
220,779
3,348
—
224,127
Advances for construction —
181,979
523
—
182,502
Contributions in aid of construction —
154,321
32,400
—
186,721
TOTAL CAPITALIZATION AND LIABILITIES $ 750,485
$ 2,571,941
$ 172,559
$ (754,610 ) $ 2,740,375

CALIFORNIA WATER SERVICE GROUP

CONDENSED CONSOLIDATING STATEMENT OF INCOME

For the three months ended September 30, ~~2018~~2019

(In thousands)


	Parent Company			Cal Water			All Other Subsidiaries			Consolidating Adjustments			Consolidated			Parent Company			Cal Water			All Other Subsidiaries			Consolidating Adjustments			Consolidated
Operating revenue	$	—		$	206,390		$	12,593		$	—		$	218,983		$	—		$	219,261		$	13,276		$	—		$	232,537
Operating expenses:
Operations:
Water production costs	—			76,317			2,501			—			78,818			—			78,048			2,520			—			80,568
Administrative and general	—			23,878			2,615			—			26,493			—			24,498			2,281			—			26,779
Other operations	—			20,271			1,816			(144		)	21,943			—			22,872			1,825			(147		)	24,550
Maintenance	—			6,538			230			—			6,768			—			6,823			242			—			7,065
Depreciation and amortization	23			19,632			1,376			(22		)	21,009			23			20,770			1,501			(21		)	22,273
Income tax (benefit) expense	(142		)	9,911			1,271			222			11,262			(132		)	11,332			779			215			12,194
Property and other taxes	—			6,205			937			—			7,142			—			6,620			921			—			7,541
Total operating (income) expenses	(119		)	162,752			10,746			56			173,435			(109		)	170,963			10,069			47			180,970
Net operating income	119			43,638			1,847			(56		)	45,548			109			48,298			3,207			(47		)	51,567
Other income and expenses:
Non-regulated revenue	628			4,589			259			(773		)	4,703			599			3,865			399			(745		)	4,118
Non-regulated expenses	—			(4,675		)	(222		)	—			(4,897		)	—			(3,907		)	(444		)	—			(4,351		)
Other components of net periodic benefit cost	—			(1,834		)	(141		)	—			(1,975		)	—			(1,784		)	(73		)	—			(1,857		)
Allowance for equity funds used during construction	—			1,023			—			—			1,023			—			1,868			—			—			1,868
Income tax (expense) benefit on other income and expenses	(176		)	252			13			216			305			(168		)	268			22			208			330
Net other income (loss)	452			(645		)	(91		)	(557		)	(841		)	431			310			(96		)	(537		)	108
Interest:
Interest expense	486			10,443			574			(628		)	10,875			450			9,820			608			(599		)	10,279
Allowance for borrowed funds used during construction	—			(522		)	(38		)	—			(560		)	—			(954		)	(74		)	—			(1,028		)
Net interest expense	486			9,921			536			(628		)	10,315			450			8,866			534			(599		)	9,251
Equity earnings of subsidiaries	34,307			—			—			(34,307		)	—			42,334			—			—			(42,334		)	—
Net income	$	34,392		$	33,072		$	1,220		$	(34,292	)	$	34,392		$	42,424		$	39,742		$	2,577		$	(42,319	)	$	42,424

CALIFORNIA WATER SERVICE GROUP

CONDENSED CONSOLIDATING STATEMENT OF INCOME

For the three months ended September 30, ~~2017~~2018

(In thousands)



	Parent Company			Cal Water			All Other Subsidiaries			Consolidating Adjustments			Consolidated
Operating revenue	$	—		$	208,695		$	12,593		$	—		$	221,288
Operating expenses:
Operations:
Water production costs	—			76,317			2,501			—			78,818
Administrative and general	—			23,878			2,615			—			26,493
Other operations	—			20,271			1,816			(144		)	21,943
Maintenance	—			6,538			230			—			6,768
Depreciation and amortization	23			19,632			1,376			(22		)	21,009
Income tax (benefit) expense	(142		)	10,435			1,271			222			11,786
Property and other taxes	—			6,205			937			—			7,142
Total operating (income) expenses	(119		)	163,276			10,746			56			173,959
Net operating income	119			45,419			1,847			(56		)	47,329
Other income and expenses:
Non-regulated revenue	628			4,589			259			(773		)	4,703
Non-regulated expenses	—			(4,675		)	(222		)	—			(4,897		)
Other components of net periodic benefit cost	—			(1,834		)	(141		)	—			(1,975		)
Allowance for equity funds used during construction	—			1,023			—			—			1,023
Income tax (expense) benefit on other income and expenses	(176		)	252			13			216			305
Net other income (loss)	452			(645		)	(91		)	(557		)	(841		)
Interest:
Interest expense	486			10,443			574			(628		)	10,875
Allowance for borrowed funds used during construction	—			(522		)	(38		)	—			(560		)
Net interest expense	486			9,921			536			(628		)	10,315
Equity earnings of subsidiaries	36,088			—			—			(36,088		)	—
Net income	$	36,173		$	34,853		$	1,220		$	(36,073	)	$	36,173

Parent
Company
Cal Water
All Other
Subsidiaries

Consolidating
Adjustments
Consolidated
Operating revenue $ —
$ 199,002
$ 12,729
$ —
$ 211,731
Operating expenses:

Operations:

Water production costs —
73,061
2,200
—
75,261
Administrative and general —
20,352
2,397
—
22,749
Other operations —
18,979
2,356
(127 ) 21,208
Maintenance —
5,729
328
—
6,057
Depreciation and amortization 21
18,115
1,117
(22 ) 19,231
Income tax (benefit) expense (136 ) 17,009
1,080
266
18,219
Property and other taxes —
5,680
864
—
6,544
Total operating (income) expenses (115 ) 158,925
10,342
117
169,269
Net operating income 115
40,077
2,387
(117 ) 42,462
Other income and expenses:

Non-regulated revenue 505
3,218
450
(631 ) 3,542
Non-regulated expenses —
(2,151 ) (425 ) —
(2,576 )
Other components of net periodic benefit cost —
(2,010 ) (127 ) —
(2,137 )
Allowance for equity funds used during construction —
1,105
—
—
1,105
Income tax (expense) benefit on other income and expenses (206 ) (66 ) 45
257
30
Net other income (loss) 299
96
(57 ) (374 ) (36 )
Interest:

Interest expense 313
8,951
525
(505 ) 9,284
Allowance for borrowed funds used during construction —
(684 ) (23 ) —
(707 )
Net interest expense 313
8,267
502
(505 ) 8,577
Equity earnings of subsidiaries 33,748
—
—
(33,748 ) —
Net income $ 33,849
$ 31,906
$ 1,828
$ (33,734 ) $ 33,849

CALIFORNIA WATER SERVICE GROUP

CONDENSED CONSOLIDATING STATEMENT OF INCOME

For the nine months ended September 30, ~~2018~~2019

(In thousands)


	Parent Company			Cal Water			All Other Subsidiaries			Consolidating Adjustments			Consolidated			Parent Company			Cal Water			All Other Subsidiaries			Consolidating Adjustments			Consolidated
Operating revenue	$	—		$	492,256		$	31,606		$	—		$	523,862		$	—		$	502,785		$	34,894		$	—		$	537,679
Operating expenses:
Operations:
Water production costs	—			185,149			6,648			—			191,797			—			183,617			7,178			—			190,795
Administrative and general	—			69,531			7,664			—			77,195			23			73,908			7,379			—			81,310
Other operations	—			55,626			5,117			(436		)	60,307			—			59,851			5,499			(437		)	64,913
Maintenance	—			16,974			622			—			17,596			—			18,469			743			—			19,212
Depreciation and amortization	70			58,909			3,763			(65		)	62,677			70			62,471			4,488			(62		)	66,967
Income tax (benefit) expense	(342		)	13,511			1,591			620			15,380			(411		)	12,019			1,265			651			13,524
Property and other taxes	—			17,894			2,359			—			20,253			—			19,431			2,471			—			21,902
Total operating (income) expenses	(272		)	417,594			27,764			119			445,205			(318		)	429,766			29,023			152			458,623
Net operating income	272			74,662			3,842			(119		)	78,657			318			73,019			5,871			(152		)	79,056
Other income and expenses:
Non-regulated revenue	1,716			13,572			831			(2,152		)	13,967			1,826			13,374			1,212			(2,263		)	14,149
Non-regulated expenses	—			(15,943		)	(506		)	—			(16,449		)	—			(9,610		)	(860		)	—			(10,470		)
Other components of net periodic benefit cost	—			(6,618		)	(366		)	—			(6,984		)	—			(4,177		)	(131		)	—			(4,308		)
Allowance for equity funds used during construction	—			2,644			—			—			2,644			—			5,087			—			—			5,087
Income tax (expense) benefit on other income and expenses	(480		)	1,776			(16		)	602			1,882
Net other income (loss)	1,236			(4,569		)	(57		)	(1,550		)	(4,940		)
Income tax expense on other income and expenses																(511		)	(1,028		)	(79		)	633			(985		)
Net other income																1,315			3,646			142			(1,630		)	3,473
Interest:
Interest expense	1,155			29,095			1,673			(1,716		)	30,207			1,376			32,141			1,841			(1,826		)	33,532
Allowance for borrowed funds used during construction	—			(1,250		)	(109		)	—			(1,359		)	—			(2,592		)	(191		)	—			(2,783		)
Net interest expense	1,155			27,845			1,564			(1,716		)	28,848			1,376			29,549			1,650			(1,826		)	30,749
Equity earnings of subsidiaries	44,516			—			—			(44,516		)	—			51,523			—			—			(51,523		)	—
Net income	$	44,869		$	42,248		$	2,221		$	(44,469	)	$	44,869		$	51,780		$	47,116		$	4,363		$	(51,479	)	$	51,780

CALIFORNIA WATER SERVICE GROUP

CONDENSED CONSOLIDATING STATEMENT OF INCOME

For the nine months ended September 30, ~~2017~~2018

(In thousands)



	Parent Company			Cal Water			All Other Subsidiaries			Consolidating Adjustments			Consolidated
Operating revenue	$	—		$	499,173		$	31,606		$	—		$	530,779
Operating expenses:
Operations:
Water production costs	—			185,149			6,648			—			191,797
Administrative and general	—			69,531			7,664			—			77,195
Other operations	—			55,626			5,117			(436		)	60,307
Maintenance	—			16,974			622			—			17,596
Depreciation and amortization	70			58,909			3,763			(65		)	62,677
Income tax (benefit) expense	(342		)	15,081			1,591			620			16,950
Property and other taxes	—			17,894			2,359			—			20,253
Total operating (income) expenses	(272		)	419,164			27,764			119			446,775
Net operating income	272			80,009			3,842			(119		)	84,004
Other income and expenses:
Non-regulated revenue	1,716			13,572			831			(2,152		)	13,967
Non-regulated expenses	—			(15,943		)	(506		)	—			(16,449		)
Other components of net periodic benefit cost	—			(6,618		)	(366		)	—			(6,984		)
Allowance for equity funds used during construction	—			2,644			—			—			2,644
Income tax (expense) benefit on other income and expenses	(480		)	1,776			(16		)	602			1,882
Net other income (loss)	1,236			(4,569		)	(57		)	(1,550		)	(4,940		)
Interest:
Interest expense	1,155			29,095			1,673			(1,716		)	30,207
Allowance for borrowed funds used during construction	—			(1,250		)	(109		)	—			(1,359		)
Net interest expense	1,155			27,845			1,564			(1,716		)	28,848
Equity earnings of subsidiaries	49,863			—			—			(49,863		)	—
Net income	$	50,216		$	47,595		$	2,221		$	(49,816	)	$	50,216

Parent
Company
Cal Water
All Other
Subsidiaries

Consolidating
Adjustments
Consolidated
Operating revenue $ —
$ 473,518
$ 31,381
$ —
$ 504,899
Operating expenses:

Operations:

Water production costs —
175,339
6,121
—
181,460
Administrative and general —
59,380
7,528
—
66,908
Other operations —
50,108
5,931
(379 ) 55,660
Maintenance —
16,144
733
—
16,877
Depreciation and amortization 70
54,328
3,320
(68 ) 57,650
Income tax (benefit) expense (362 ) 26,075
1,442
786
27,941
Property and other taxes (4 ) 16,407
2,314
—
18,717
Total operating (income) expenses (296 ) 397,781
27,389
339
425,213
Net operating income 296
75,737
3,992
(339 ) 79,686
Other income and expenses:

Non-regulated revenue 1,482
9,822
1,300
(1,861 ) 10,743
Non-regulated expenses —
(5,326 ) (918 ) —
(6,244 )
Other components of net periodic benefit cost —
(6,605 ) (418 ) —
(7,023 )
Allowance for equity funds used during construction —
2,763
—
—
2,763
Income tax expense on other income and expenses (604 ) (1,227 ) (32 ) 758
(1,105 )
Net other income (loss) 878
(573 ) (68 ) (1,103 ) (866 )
Interest:

Interest expense 823
26,216
1,516
(1,482 ) 27,073
Allowance for borrowed funds used during construction —
(1,702 ) (63 ) —
(1,765 )
Net interest expense 823
24,514
1,453
(1,482 ) 25,308
Equity earnings of subsidiaries 53,161
—
—
(53,161 ) —
Net income $ 53,512
$ 50,650
$ 2,471
$ (53,121 ) $ 53,512

CALIFORNIA WATER SERVICE GROUP

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the nine months ended September 30, ~~2018~~2019

(In thousands)


	Parent Company			Cal Water			All Other Subsidiaries			Consolidating Adjustments			Consolidated			Parent Company			Cal Water			All Other Subsidiaries			Consolidating Adjustments			Consolidated
Operating activities:
Net income	$	44,869		$	42,248		$	2,221		$	(44,469	)	$	44,869		$	51,780		$	47,116		$	4,363		$	(51,479	)	$	51,780
Adjustments to reconcile net income to net cash provided by operating activities:
Equity earnings of subsidiaries	(44,516		)	—			—			44,516			—			(51,523		)	—			—			51,523			—
Dividends received from affiliates	27,029			—			—			(27,029		)	—			28,507			—			—			(28,507		)	—
Depreciation and amortization	70			60,298			3,828			(65		)	64,131			70			63,975			4,539			(62		)	68,522
Changes in value of life insurance contracts	—			124			—			—			124			—			(3,433		)	—			—			(3,433		)
Allowance for equity funds used during construction	—			(2,644		)	—			—			(2,644		)	—			(5,087		)	—			—			(5,087		)
Changes in operating assets and liabilities	(281		)	6,135			1,178			—			7,032			194			(6,744		)	1,509			—			(5,041		)
Other changes in noncurrent assets and liabilities	2,518			1,466			1,989			18			5,991			5,239			14,560			1,785			18			21,602
Net cash provided by operating activities	29,689			107,627			9,216			(27,029		)	119,503			34,267			110,387			12,196			(28,507		)	128,343
Investing activities:
Utility plant expenditures	4			(205,218		)	(7,642		)	—			(212,856		)	—			(185,883		)	(9,059		)	—			(194,942		)
Changes in affiliate advances	(975		)	3,198			(269		)	(1,954		)	—			(3,199		)	3,534			(320		)	(15		)	—
Issuance of affiliate short-term borrowings	(23,700		)	—			—			23,700			—			(4,300		)	—			—			4,300			—
Reduction of affiliates long-term debt	1,224			—			—			(1,224		)	—			1,462			—			—			(1,462		)	—
Life insurance proceeds	—			3,491			—			—			3,491
Purchase of life insurance contracts	—			(4,925		)	—			—			(4,925		)	—			(2,216		)	—			—			(2,216		)
Net cash used in investing activities	(23,447		)	(203,454		)	(7,911		)	20,522			(214,290		)	(6,037		)	(184,565		)	(9,379		)	2,823			(197,158		)
Financing Activities:
Short-term borrowings	20,000			121,000			—			—			141,000			—			210,000			—			—			210,000
Repayment of short-term borrowings	—			(341,000		)	—			—			(341,000		)	—			(120,000		)	—			—			(120,000		)
Changes in affiliate advances	—			1,129			(3,083		)	1,954			—			(17		)	4,419			(4,417		)	15			—
Proceeds from affiliate short-term borrowings	—			20,000			3,700			(23,700		)	—			—			—			4,300			(4,300		)	—
Repayment of affiliates long-term borrowings	—			—			(1,224		)	1,224			—			—			—			(1,462		)	1,462			—
Issuance of long-term debt, net of expenses	—			299,383			—			—			299,383
Issuance of long term debt, net of expenses																—			398,431			—			—			398,431
Repayment of long-term debt	—			(12,299		)	(200		)	—			(12,499		)	—			(401,417		)	(213		)	—			(401,630		)
Advances and contributions in aid of construction	—			13,288			342			—			13,630			—			21,176			90			—			21,266
Refunds of advances for construction	—			(5,452		)	(10		)	—			(5,462		)	—			(5,560		)	—			—			(5,560		)
Repurchase of common stock	(1,496		)	—			—			—			(1,496		)	(2,355		)	—			—			—			(2,355		)
Issuance of common stock																1,278			—			—			—			1,278
Dividends paid to non-affiliates	(27,029		)	—			—			—			(27,029		)	(28,507		)	—			—			—			(28,507		)
Dividends paid to affiliates	—			(25,959		)	(1,070		)	27,029			—			—			(27,419		)	(1,088		)	28,507			—
Net cash (used in) provided by financing activities	(8,525		)	70,090			(1,545		)	6,507			66,527			(29,601		)	79,630			(2,790		)	25,684			72,923
Change in cash, cash equivalents, and restricted cash	(2,283		)	(25,737		)	(240		)	—			(28,260		)	(1,371		)	5,452			27			—			4,108
Cash, cash equivalents, and restricted cash at beginning of period	4,728			81,453			9,171			—			95,352			3,779			34,238			9,698			—			47,715
Cash, cash equivalents, and restricted cash at end of period	$	2,445		$	55,716		$	8,931		—			$	67,092		$	2,408		$	39,690		$	9,725		—			$	51,823

CALIFORNIA WATER SERVICE GROUP

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the nine months ended September 30, ~~2017~~2018

(In thousands)



	Parent Company			Cal Water			All Other Subsidiaries			Consolidating Adjustments			Consolidated
Operating activities:
Net income	$	50,216		$	47,595		$	2,221		$	(49,816	)	$	50,216
Adjustments to reconcile net income to net cash provided by operating activities:
Equity earnings of subsidiaries	(49,863		)	—			—			49,863			—
Dividends received from affiliates	27,029			—			—			(27,029		)	—
Depreciation and amortization	70			60,298			3,828			(65		)	64,131
Changes in value of life insurance contracts	—			124			—			—			124
Allowance for equity funds used during construction	—			(2,644		)	—			—			(2,644		)
Changes in operating assets and liabilities	(281		)	6,135			1,178			—			7,032
Other changes in noncurrent assets and liabilities	2,518			(3,881		)	1,989			18			644
Net cash provided by operating activities	29,689			107,627			9,216			(27,029		)	119,503
Investing activities:
Utility plant expenditures	4			(205,218		)	(7,642		)	—			(212,856		)
Changes in affiliate advances	(975		)	3,198			(269		)	(1,954		)	—
Issuance of affiliate short-term borrowings	(23,700		)	—			—			23,700			—
Reduction of affiliates long-term debt	1,224			—			—			(1,224		)	—
Life insurance proceeds	—			3,491			—			—			3,491
Purchase of life insurance contracts	—			(4,925		)	—			—			(4,925		)
Net cash used in investing activities	(23,447		)	(203,454		)	(7,911		)	20,522			(214,290		)
Financing Activities:
Short-term borrowings	20,000			121,000			—			—			141,000
Repayment of short-term borrowings	—			(341,000		)	—			—			(341,000		)
Changes in affiliate advances	—			1,129			(3,083		)	1,954			—
Proceeds from affiliate short-term borrowings	—			20,000			3,700			(23,700		)	—
Repayment of affiliates long-term borrowings	—			—			(1,224		)	1,224			—
Issuance of long-term debt, net of expenses	—			299,383			—			—			299,383
Repayment of long-term debt	—			(12,299		)	(200		)	—			(12,499		)
Advances and contributions in aid for construction	—			13,288			342			—			13,630
Refunds of advances for construction	—			(5,452		)	(10		)	—			(5,462		)
Repurchase of common stock	(1,496		)	—			—			—			(1,496		)
Dividends paid to non-affiliates	(27,029		)	—			—			—			(27,029		)
Dividends paid to affiliates	—			(25,959		)	(1,070		)	27,029			—
Net cash (used in) provided by financing activities	(8,525		)	70,090			(1,545		)	6,507			66,527
Change in cash, cash equivalents, and restricted cash	(2,283		)	(25,737		)	(240		)	—			(28,260		)
Cash, cash equivalents, and restricted cash at beginning of period	4,728			81,453			9,171			—			95,352
Cash, cash equivalents, and restricted cash at end of period	$	2,445		$	55,716		$	8,931		—			$	67,092

Parent
Company
Cal Water
All Other
Subsidiaries

Consolidating
Adjustments
Consolidated
Operating activities:

Net income $ 53,512
$ 50,650
$ 2,471
$ (53,121 ) $ 53,512
Adjustments to reconcile net income to net cash provided by operating activities:

Equity earnings of subsidiaries (53,161 ) —
—
53,161
—
Dividends received from affiliates 25,920
—
—
(25,920 ) —
Depreciation and amortization 70
55,623
3,392
(69 ) 59,016
Changes in value of life insurance contracts —
(1,871 ) —
—
(1,871 )
Allowance for equity funds used during construction —
(2,763 ) —
—
(2,763 )
Changes in operating assets and liabilities (38 ) (40,941 ) 1,036
—
(39,943 )
Other changes in noncurrent assets and liabilities 2,420
37,125
2,263
29
41,837
Net cash provided by operating activities 28,723
97,823
9,162
(25,920 ) 109,788
Investing activities:

Utility plant expenditures (4 ) (175,234 ) (5,204 ) —
(180,442 )
Changes in affiliate advances (334 ) 2,905
(287 ) (2,284 ) —
Issuance of affiliate short-term borrowings (2,610 ) —
—
2,610
—
Reduction of affiliates long-term debt 1,010
—
—
(1,010 ) —
Life insurance proceeds —
1,558
—
—
1,558
Purchase of life insurance contracts —
(3,948 ) —
—
(3,948 )
Net cash used in investing activities (1,938 ) (174,719 ) (5,491 ) (684 ) (182,832 )
Financing Activities:

Short-term borrowings —
185,000
—
—
185,000
Repayment of short-term borrowings (2,000 ) (85,000 ) —
—
(87,000 )
Changes in affiliate advances —
718
(3,002 ) 2,284
—
Proceeds from affiliate short-term borrowings —
—
2,610
(2,610 ) —
Repayment of affiliates long-term borrowings —
—
(1,010 ) 1,010
—
Repayment of long-term debt —
(2,336 ) (461 ) —
(2,797 )
Advances and contributions in aid for construction —
14,900
64
—
14,964
Refunds of advances for construction —
(6,311 ) (5 ) —
(6,316 )
Repurchase of common stock (1,359 ) —
—
—
(1,359 )
Dividends paid to non-affiliates (25,920 ) —
—
—
(25,920 )
Dividends paid to affiliates —
(24,760 ) (1,160 ) 25,920
—
Net cash (used in) provided by financing activities (29,279 ) 82,211
(2,964 ) 26,604
76,572
Change in cash, cash equivalents, and restricted cash (2,494 ) 5,315
707
—
3,528
Cash, cash equivalents, and restricted cash at beginning of period 5,216
13,595
7,124
—
25,935
Cash, cash equivalents, and restricted cash at end of period $ 2,722
$ 18,910
$ 7,831
—
$ 29,463

Note 13. Immaterial Restatement of Prior Period Financial Statements

Subsequent to the issuance of the Company's Condensed Consolidated Financial Statements for the three and nine months ended September 30, 2018, the Company identified an immaterial computational error related to the amount of authorized revenue recorded pursuant to the Company's pension and health care cost recovery balancing accounts. In accordance with the 2015 GRC, the Company adjusts the revenue and corresponding balancing accounts quarterly to reflect actual pension and health care costs, subject to certain limitations prescribed by the 2015 GRC. The error does not impact the billings to customers or the cash collected from customers in this GRC period, which ends on December 31, 2019. As provided for in the 2015 GRC, the amounts included in the balancing account will be recovered from or refunded to customers during the next GRC period.

The Company corrected the error in the accompanying Condensed Consolidated Financial Statements for the three and nine months ended September 30, 2018. The Company believes the correction of the error is immaterial to the previously issued Condensed Consolidated Financial Statements.

The corrections to the Company's Condensed Consolidated Statements of Income for the three and nine months ended September 30, 2018 were as follows:

Condensed Consolidated Statements of Income



	For the three months ended September 30, 2018
	As Previously Reported		Corrections		As Corrected
	(In thousands, except per share data)
Operating revenue	$	218,983	$	2,305	$	221,288
Operating expenses:
Income taxes	11,262		524		11,786
Total operating expenses	173,435		524		173,959
Net operating income	45,548		1,781		47,329
Net income	$	34,392	$	1,781	$	36,173
Earnings per share:
Basic	$	0.72	$	0.03	$	0.75
Diluted	$	0.72	$	0.03	$	0.75



	For the nine months ended September 30, 2018
	As Previously Reported		Corrections		As Corrected
	(In thousands, except per share data)
Operating revenue	$	523,862	$	6,917	$	530,779
Operating expenses:
Income taxes	15,380		1,570		16,950
Total operating expenses	445,205		1,570		446,775
Net operating income	78,657		5,347		84,004
Net income	$	44,869	$	5,347	$	50,216
Earnings per share:
Basic	$	0.93	$	0.11	$	1.04
Diluted	$	0.93	$	0.11	$	1.04

The corrections to the Company's retained earnings and total stockholders’ equity as of January 1, 2018, March 31, 2018, June 30, 2018, and September 30, 2018 were as follows:



	January 1, 2018
	As Previously Reported		Corrections		As Corrected
	(In thousands)
Retained earnings	$	356,753	$	5,759	$	362,512
Total common stockholders' equity	693,462		5,759		699,221



	March 31, 2018
	As Previously Reported		Corrections		As Corrected
	(In thousands)
Retained earnings	$	345,205	$	7,542	$	352,747
Total common stockholders' equity	681,311		7,542		688,853



	June 30, 2018
	As Previously Reported		Corrections		As Corrected
	(In thousands)
Retained earnings	$	349,213	$	9,325	$	358,538
Total common stockholders' equity	685,932		9,325		695,257



	September 30, 2018
	As Previously Reported		Corrections		As Corrected
	(In thousands)
Retained earnings	$	374,593	$	11,106	$	385,699
Total common stockholders' equity	712,034		11,106		723,140

The corrections to the Company's Condensed Consolidated Statement of Cash Flows for the nine months ended September 30, 2018 were as follows:

Condensed Consolidated Statement of Cash Flows



	For the nine months ended September 30, 2018
	As Previously Reported		Corrections			As Corrected
	(In thousands)
Operating activities:
Net income	$	44,869	$	5,347		$	50,216
Other changes in noncurrent assets and liabilities	5,991		(5,347		)	644
Net cash provided by operating activities	$	119,503	$	—		$	119,503

Note 14. Subsequent Event

California GRC filing

Subsequent to the issuance of the Company's Condensed Consolidated Financial Statements for the three and nine months ended September 30, 2018, Cal Water jointly filed a formal settlement agreement in its 2018 GRC with the Public Advocates Office of the CPUC covering the majority of open matters in the case on October 8, 2019. The largest component of the GRC is Cal Water’s Infrastructure Improvement Plan for 2019-2021. The settlement details investment plans that Cal Water and the Public Advocates Office agree should be made to Cal Water’s water infrastructure to continue providing safe, reliable water service to Cal Water customers and communities. The CPUC will consider, but is not required to adopt, the settlement agreement. If the CPUC approves the settlement agreement, Cal Water would be authorized to include in rates $609.0 million to $628.0 million of new projects throughout the state in 2019 to 2021, along with approximately $200.0 million for completion of additional projects begun in 2018 and prior periods. Included in these figures are $148.0 million of advice letter authorizations, which would not be included in rates until related projects are completed. Cal Water anticipates that if the settlement were adopted, it would plan to make capital investments of approximately $809.0 million to $828.0 million in the 2019-2021 period. The settlement proposes, in part, an average water main replacement rate of 0.76% annually company-wide by 2021, with higher replacement rates in some areas. A final decision on the case is expected in late 2019, with new rates going into effect in January of 2020. Cal Water previously filed a request for interim rates beginning January 1, 2020 in the event a final decision is unexpectedly delayed.

Item 2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Dollar amounts in thousands unless otherwise stated

FORWARD LOOKING STATEMENTS

This quarterly report, including all documents incorporated by reference, contains forward-looking statements within the meaning established by the Private Securities Litigation Reform Act of 1995. Forward-looking statements in this quarterly report are based on currently available information, expectations, estimates, assumptions and projections, and our management’s beliefs, assumptions, judgments and expectations about us, the water utility industry and general economic conditions. These statements are not statements of historical fact. When used in our documents, statements that are not historical in nature, including words like “expects,” “intends,” “plans,” “believes,” “may,” “estimates,” “assumes,” “anticipates,” “projects,” “predicts,” “forecasts,” “should,” “seeks,” or variations of these words or similar expressions are intended to identify forward-looking statements. The forward-looking statements are not guarantees of future performance. They are based on numerous assumptions that we believe are reasonable, but they are open to a wide range of uncertainties and business risks. Consequently, actual results may vary materially from what is contained in a forward-looking statement.

Factors which may cause actual results to be different than those expected or anticipated include, but are not limited to:

ability to invest or apply the proceeds from the issuance of common stock in an accretive manner;

governmental and regulatory commissions’ decisions, including decisions on proper disposition of property;

consequences of eminent domain actions ~~relation~~relating to our water systems;

changes in regulatory commissions’ policies and procedures;

the timeliness of regulatory commissions’ actions concerning rate ~~relief;~~relief and other actions;

increased risk of inverse condemnation losses as a result of climate conditions;

inability to renew leases to operate ~~city~~ water systems owned by others on beneficial terms;

changes in California State Water Resources Control Board water quality standards;

changes in environmental compliance and water quality requirements;

electric power ~~interruptions;~~interruptions, especially as a result of Public Safety Power Shutoff (PSPS) programs for the 2019 fire season as we further develop approaches to manage that risk;

housing and customer growth trends;

the impact of opposition to rate increases;

our ability to recover costs;

availability of water supplies;

issues with the implementation, maintenance or security of our information technology systems;

civil disturbances or terrorist threats or ~~acts,~~acts;

the adequacy of our efforts to mitigate physical and cyber security risk and threats;

the ability of our enterprise risk management processes to identify or ~~apprehension about the possible future occurrences of acts of this type;~~address risks adequately;

labor relations matters as we negotiate with ~~the~~ unions;

~~restrictive covenants in or changes to the credit ratings on current or future debt that could increase financing costs or affect the ability to borrow, make payments on debt, or pay dividends;~~

changes in customer water use patterns and the effects of conservation;

the impact of weather, climate, natural disasters, and diseases on water quality, water availability, water sales and operating ~~results;~~results and the adequacy of our emergency preparedness; and

the risks set forth in “Risk Factors” included in the Company's ~~annual report~~Annual Report on ~~2017~~ Form ~~10-K.~~10-K for the year ended December 31, 2018.

In light of these risks, uncertainties and assumptions, investors are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this quarterly report or as of the date of any document incorporated by reference in this report, as applicable. When considering forward-looking statements, investors should keep in mind the cautionary statements in this quarterly report and the documents incorporated by reference. We are not under any obligation, and we expressly disclaim any obligation, to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise.

CRITICAL ACCOUNTING POLICIES

We maintain our accounting records in accordance with GAAP and as directed by the Commissions to which our operations are subject. The process of preparing financial statements in accordance with GAAP requires the use of estimates on the part of management. The estimates used by management are based on historic experience and an understanding of current facts and circumstances. Management believes that the following accounting policies are critical because they involve a higher degree of complexity and judgment, and can have a material impact on our results of operations, financial condition, and cash flows of the business. These policies and their key characteristics are discussed in detail in the ~~2017~~Company's Annual Report on Form ~~10-K.~~10-K for the year ended December 31, 2018. They include:

revenue recognition;

regulated utility accounting;

income taxes;

pension and postretirement health care benefits;

For the nine ~~month period~~months ended September 30, ~~2018, except for changes to revenue recognition from the adoption of ASC 606 (see Note 2),~~2019, there were no changes in the methodology for computing critical accounting estimates, no additional accounting estimates met the standards for critical accounting policies, and there were no material changes to the important assumptions underlying the critical accounting estimates.

RESULTS OF THIRD QUARTER ~~2018~~2019 OPERATIONS

COMPARED TO THIRD QUARTER ~~2017~~2018 OPERATIONS

Dollar amounts in thousands unless otherwise stated

Overview

As discussed further in Note 13, the Company corrected an immaterial computational error that understated revenue for the three months ended September 30, 2018.

Net income for the three ~~month period~~months ended September 30, ~~2018,~~2019 was ~~$34.4~~$42.4 million or ~~$0.72~~$0.88 earnings per diluted common share, compared to net income of ~~$33.8~~$36.2 million or ~~$0.70~~$0.75 earnings per diluted common share for the three ~~month period~~months ended September 30, ~~2017.~~ 2018.

The ~~$0.6~~$6.2 million increase in net income was ~~driven~~ primarily ~~by aggregate~~due to general rate increases of ~~$4.4~~$6.1 million, ~~reflecting general rate increases net of the cost of capital decision for Cal Water. Other factors increasing net income included~~ a ~~$1.1~~$5.5 million ~~reduction in write-offs of unrecoverable capital costs and an~~ increase in ~~tax benefits~~unbilled revenue accrual, a reduction of ~~$0.9 million. The increases to net income~~$1.3 million in business development expenses, and $0.8 million increase in allowance for equity funds used during construction. These factors were partially offset by increases in operating expenses of ~~$1.8~~$1.3 million infor depreciation and amortization, ~~$1.5~~$1.0 million in employee wages, ~~$1.3~~$0.8 million in ~~new business expenses,~~costs attributable to electric utilities’ PSPS programs and ~~$1.7~~wildfire management, and $0.4 million in ~~interest expense.~~property taxes.

Unbilled revenue accrual is outside the Company’s immediate control. The quarter’s increase in unbilled revenue mirrored the accrual reduction from the first two quarters of 2019. Also outside the Company’s control this quarter was a $0.4 million decrease in unrealized gain on certain benefit plan investments. The change in the Company’s unbilled revenue accrual was relatively consistent with the previous year.

Operating Revenue

Operating revenue increased ~~$7.3~~$11.2 million, or ~~3.4%~~5.1%, to ~~$219.0~~$232.5 million in the third quarter of ~~2018~~2019 as compared to the third quarter of ~~2017.~~2018. The factors that impacted the operating revenue for the third quarter of ~~2018~~2019 as compared to the third quarter of ~~2017~~2018 are as follows:


Net change due to rate changes, usage, and other (1)	$	4,282	$	12,874
MCBA Revenue (2)	1,161		(395		)
Other balancing account revenue (3)	342		1,454
Deferral of revenue (4)	1,467		(2,684		)
Net operating revenue increase	$	7,252	$	11,249


1.	The net change due to rate changes, usage, and other in the above table was mainly driven by rate increases ~~of $3.4 million~~ and a ~~$0.5~~$5.5 million increase in accrued unbilled revenue. The components of the rate increases are as follows:


General rate case	34			761
Escalation rate increases	5,196			5,218
Purchased water and pump tax offsets	1,891			1,743
Rate base offsets	1,038			162
Tax cuts jobs act	(2,969		)
Cost of capital	(1,823		)
Total increase in rates	$	3,367		$	7,884

The MCBA revenue ~~increase~~decrease resulted from ~~an increase~~a decrease in actual water production costs relative to adopted water production costs in the third quarter of ~~2018~~2019 as compared to the third quarter of ~~2017.~~2018. The actual water production costs ~~increased~~relative to adopted decreased as a result of ~~an increase~~a decrease in customer consumption in the third quarter of ~~2018~~2019 as compared to the third quarter of ~~2017.~~2018. As required by the MCBA mechanism, the ~~increase~~decrease in actual water production costs relative to adopted water production costs in California also decreased operating revenue for the same amount.

The other balancing account revenue consists of the pension, conservation and health care balancing account revenues. Pension and conservation balancing account revenues are the differences between actual expenses and adopted rate recovery. Health care balancing account revenue is 85% of the difference between actual health care expenses and adopted rate recovery. The increase in revenue was mainly due to an increase in actual conservation expenses relative to adopted in the third quarter of 2019 as compared to the third quarter of 2018, which was partially offset by a decrease in actual pension and health care expenses relative to adopted in the third quarter of 2019 as compared to the third quarter of 2018.

The deferral of revenue consists of amounts that are expected to be collected from customers beyond 24 months following the end of the accounting period in which these revenues were recorded. The deferral increased in the third quarter of 2019 as compared to the third quarter of 2018 due to a decline in actual customer usage relative to adopted customer usage in the third quarter of 2019 as compared to the third quarter of 2018.

Total Operating Expenses

Total operating expenses increased $7.0 million, or 4.0%, to $181.0 million in the third quarter of 2019, as compared to $174.0 million in the third quarter of 2018.

Water production costs consists of purchased water, purchased power, and pump taxes. It represents the largest component of total operating expenses, accounting for approximately 44.5% of total operating expenses in the third quarter of 2019, as compared to 45.3% of total operating expenses in the third quarter of 2018. Water production costs increased 2.2% in the third quarter of 2019 as compared to the same period last year mainly due to increased rates from our purchased water wholesalers.

Sources of water as a percent of total water production are listed in the following table:



	Three Months Ended September 30
	2019		2018
Well production	44	%	47	%
Purchased	51	%	49	%
Surface	5	%	4	%
Total	100	%	100	%

The components of water production costs are shown in the table below:



	Three Months Ended September 30
	2019		2018		Change
Purchased water	$	66,483	$	64,578	$	1,905
Purchased power	10,633		10,488		145
Pump taxes	3,452		3,752		(300		)
Total	$	80,568	$	78,818	$	1,750

Administrative and general and other operations expenses increased $2.9 million to $51.3 million in the third quarter of 2019, primarily due to increases of $2.2 million in conservation program costs, $0.9 million of outside services, $0.7 million of GRC settlement and asset impairment costs, $0.6 million in employee wages, and $0.5 million of costs attributable to electric utilities’ PSPS programs and wildfire management, which were partially offset by a $2.2 million deferral of costs associated with deferred revenues, and a $1.0 million decrease in health care costs. Changes in employee pension benefits and water conservation program costs for regulated California operations generally do not affect earnings, as the Company is allowed by the CPUC to record these costs in balancing accounts for future recovery, creating a corresponding change to revenue. Employee and retiree medical expenses are recovered in rates through a balancing account authorized in the 2015 GRC, such that revenues are recovered up to 85% of the variance between adopted and recorded expenses. At September 30, 2019, there were 1,198 employees and at September 30, 2018, there were 1,176 employees.

Maintenance expense increased $0.3 million, or 4.4%, to $7.1 million in the third quarter of 2019, as compared to $6.8 million in the third quarter of 2018, mostly due to increased costs of $0.3 million for wildfire management.

Depreciation and amortization expense increased $1.3 million, or 6.0%, to $22.3 million in the third quarter of 2019, as compared to $21.0 million in the third quarter of 2018, primarily due to capital additions.

Income taxes increased $0.4 million, or 3.5%, to $12.2 million in the third quarter of 2019, as compared to $11.8 million in the third quarter of 2018, due to an increase in operating income. The Company’s estimated combined effective income tax rate for 2019 is 22%.

Property and other taxes increased $0.4 million, or 5.6%, to $7.5 million in the third quarter of 2019, as compared to $7.1 million in the third quarter of 2018, mostly due to an increase in assessed property values.

Other Income and Expenses

Net other income increased $0.9 million in the third quarter of 2019, mostly due to a $1.3 million decrease in business development expenses and a $0.8 million increase in allowance for equity funds used during construction which was partially offset by the non-recurrence of a $0.5 million benefit from Company-owned life insurance which occurred in 2018 and a $0.4 million decrease in unrealized gain on certain benefit plan investments.

Interest Expense

Net interest expense decreased $1.0 million, or 10.3%, to $9.3 million in the third quarter of 2019, as compared to $10.3 million in the third quarter of 2018. The decrease was due primarily to an increase in capitalized interest and reduced interest rates resulting from the refinancing of $300.0 million of first mortgage bonds in 2019.

RESULTS OF THE NINE MONTHS ENDED SEPTEMBER 30, 2019 OPERATIONS

COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2018 OPERATIONS

Dollar amounts in thousands unless otherwise stated

Overview

As discussed further in Note 13, the Company corrected an immaterial computational error that understated revenue for the nine months ended September 30, 2018.

Net income for the nine months ended September 30, 2019 was $51.8 million or $1.08 earnings per diluted common share, compared to net income of $50.2 million or $1.04 earnings per diluted common share for the nine months ended September 30, 2018.

The $1.6 million increase in net income was driven primarily by $15.2 million of general rate increases, a $5.0 million reduction in business development expenses, a $3.6 million increase in unrealized income from certain benefit plan investments due to market conditions, and a $2.4 million increase in allowance for equity funds used during construction. These were partially offset by increased operating expenses of $11.8 million, increased net interest expenses of $1.9 million, $1.6 million decrease in benefit from Company owned life insurance, and a $1.4 million reduction in unbilled revenue accrual.

Operating expense changes included increases of $4.3 million in depreciation and amortization, $4.2 million in employee wages, $2.7 million in outside services, $1.6 million in property taxes, and $1.1 million of costs attributable to electric utilities’ PSPS programs and wildfire management.

Operating Revenue

Operating revenue increased $6.9 million, or 1.3%, to $537.7 million in the first nine months of 2019 as compared to the first nine months of 2018. The factors that impacted the operating revenue for the first nine months of 2019 as compared to 2018 are as follows:



Net change due to rate changes, usage, and other (1)	$	17,388
MCBA Revenue (2)	(7,313		)
Other balancing account revenue (3)	1,369
Deferral of revenue (4)	(4,544		)
Net operating revenue increase	$	6,900


1.	The net change due to rate changes, usage, and other in the above table was mainly driven by rate increases, which was partially offset by a $1.4 million decrease in accrued unbilled revenue. The components of the rate increases are as follows:



General rate case	$	1,837
Escalation rate increases	12,251
Purchased water and pump tax offsets	4,302
Rate base offsets	1,141
Total increase in rates	$	19,531

The MCBA revenue decrease resulted from a decrease in actual water production costs relative to adopted water production costs in the first nine months of 2019 as compared to the first nine months of 2018. The actual water production costs decreased as a result of a decrease in customer consumption in the first nine months of 2019 as compared to the first nine months of 2018. As required by the MCBA mechanism, the decrease in actual water production costs relative to adopted water production costs in California also decreased operating revenue for the same amount.

The other balancing account revenue consists of the pension, conservation and health care balancing account revenues. Pension and conservation balancing account revenues are the differences between actual expenses and adopted rate recovery. Health care balancing account revenue is 85% of the difference between actual health care expenses and adopted rate recovery. The increase in revenue was mainly due to an increase in actual pension and health care expenses relative to adopted in the third quarter of 2018 as compared to the third quarter of 2017, which was partially offset by a decrease in actual conservation expenses relative to adopted in the third quarter of 2018 as compared to the third quarter of 2017.

The deferral of revenue consists of amounts that are expected to be collected from customers beyond 24 months following the end of the accounting period in which these revenues were recorded. The deferral decreased in the third quarter of 2018 as compared to the third quarter of 2017 due to a decrease in the balancing account revenue expected to be collected beyond 24 months, which increases revenue.

~~Total Operating Expenses~~

~~Total operating expenses increased $4.1 million, or 2.5%, to $173.4 million in the third quarter of 2018, as compared to $169.3 million in the third quarter of 2017.~~

Water production costs consists of purchased water, purchased power, and pump taxes. It represents the largest component of total operating expenses, accounting for approximately 45.4% of total operating expenses in the third quarter of 2018, as compared to 44.5% of total operating expenses in the third quarter of 2017. Water production costs increased 4.7% as compared to the same period last year mainly due to an increase in water production and higher wholesaler water rates.

~~Sources of water as a percent of total water production are listed in the following table:~~

Three Months Ended September 30
2018 2017
Well production 47 % 48 %
Purchased 49 % 48 %
Surface 4 % 4 %
Total 100 % 100 %

~~The components of water production costs are shown in the table below:~~

Three Months Ended September 30
2018 2017 Change
Purchased water $ 64,578
$ 62,041
$ 2,537
Purchased power 10,488
9,658
830
Pump taxes 3,752
3,562
190
Total $ 78,818
$ 75,261
$ 3,557

Administrative and general and other operations expenses increased $4.4 million to $48.4 million in the third quarter of 2018, as compared to $44.0 million in the third quarter of 2017. The increase was due primarily to a $1.2 million increase in the recognition of previously deferred costs associated with the deferred operating revenue, health care cost increase of $1.2 million, employee wage cost increase of $1.0 million, and an increase in outside consulting service costs of $1.0 million, which was partially offset by a $1.1 million reduction in write-offs of unrecoverable capital costs. Employee and retiree medical expenses are recovered in rates through a balancing account authorized in the 2015 GRC, such that revenues are recovered up to 85% of the variance between adopted and recorded expenses. At September 30, 2018, there were 1,176 employees and at September 30, 2017, there were 1,157 employees.

Maintenance expense increased $0.7 million, or 11.7%, to $6.8 million in the third quarter of 2018, as compared to $6.1 million in the third quarter of 2017, mostly due to increases in transmission and distribution mains and services repairs.

Depreciation and amortization expense increased $1.8 million, or 9.2%, to $21.0 million in the third quarter of 2018, as compared to $19.2 million in the third quarter of 2017, due to capital additions.

Income taxes decreased $6.9 million, to $11.3 million in the third quarter of 2018, as compared to $18.2 million in the third quarter of 2017. The decrease was mainly due to the federal income tax rate reduction from 35% to 21%, effective January 1, 2018, an increase in tax benefits of $0.9 million, and a decrease in pre-tax income.

Property and other taxes increased $0.6 million, or 9.1%, to $7.1 million in the third quarter of 2018, as compared to $6.5 million in the third quarter of 2017, mostly due to an increase in assessed property values and increased local franchise taxes.

~~Other Income and Expenses~~

~~Net other loss increased $0.8 million as compared to the same quarter of 2017, principally due to a $1.3 million increase in new business expenses.~~

~~Interest Expense~~

Net interest expense increased $1.7 million, or 20.3%, to $10.3 million in the third quarter of 2018, as compared to $8.6 million in the third quarter of 2017. The increase was due primarily to an increase in financing for capital investments as well as increased short-term interest rates.

~~RESULTS OF THE NINE MONTHS ENDED SEPTEMBER 30, 2018 OPERATIONS~~

~~COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2017 OPERATIONS~~

~~Dollar amounts in thousands unless otherwise stated~~

~~Overview~~

Net income for the nine months ended September 30, 2018, was $44.9 million or $0.93 per diluted common share compared to a net income of $53.5 million or $1.11 per diluted common share for the nine months ended September 30, 2017, a decrease of $8.6 million. The decrease in net income was primarily the result of $5.1 million increase in new business expenses, increase of $5.0 million in depreciation and amortization, employee wage increases of $4.0 million and an increase of $3.5 million interest expense. In addition, there were other changes driven primarily by factors outside the Company’s immediate control that decreased net income, including a $2.7 million reduction in unbilled revenue accrual and a net $0.5 million decrease in the valuation of our benefit plan investments due to changes in market valuation offset by life insurance proceeds. These decreases to net income were partially offset by aggregate rate increases of $10.8 million, reflecting general rate increases net of the cost of capital decision for Cal Water.

~~Operating Revenue~~

Operating revenue increased $19.0 million, or 3.8%, to $523.9 million in the first nine months of 2018 as compared to the first nine months of 2017. The factors that impacted the operating revenue for the first nine months of 2018 as compared to 2017 are as follows:

Net change due to rate changes, usage, and other (1) $ 6,440
MCBA Revenue (2) 4,836
Other balancing account revenue (3) 2,566
Deferral of revenue (4) 5,121
Net operating revenue increase $ 18,963


1.	The net change due to rate changes, usage, and other in the above table was mainly driven by rate increases, which was partially offset by a $2.7 million decrease in accrued unbilled revenue. The components of the rate increases are as follows:

General rate case $ 1,805
Escalation rate increases 11,567
Purchased water and pump tax offsets 4,306
Rate base offsets 2,128
Tax cuts jobs act * (7,967 )
Cost of capital * (4,657 )
Total increase in rates $ 7,182

* Customer rates were reduced beginning July 1, 2018. Includes revenue reduction recorded as regulatory liability for the first six months of the year.

The MCBA revenue increase resulted from an increase in actual water production costs relative to adopted water production costs in the first nine months of 2018 as compared to the first nine months of 2017. The actual water production costs increased as a result of an increase in customer consumption in the first nine months of 2018 as compared to the first nine months of 2017. As required by the MCBA mechanism, the increase in actual water production costs relative to adopted water production costs in California also increased operating revenue for the same amount.

The other balancing account revenue consists of the pension, conservation and health care balancing account revenues. Pension and conservation balancing account revenues are the differences between actual expenses and adopted rate recovery. Health care balancing account revenue is 85% of the difference between actual health care expenses and adopted rate recovery. The increase in revenue was mainly due to an increase in actual health care and pension expenses relative to adopted in the first nine months of 2018 as compared to the first nine months of 2017, which was partially offset by a decrease in actual conservation expenses relative to adopted in the first nine months of ~~2018~~2019 as compared to the first nine months of ~~2017.~~2018, which was partially offset by a decrease in actual pension expenses relative to adopted in the first nine months of 2019 as compared to the first nine months of 2018.

The deferral of revenue consists of amounts that are expected to be collected from customers beyond 24 months following the end of the accounting period in which these revenues were recorded. The deferral ~~decreased~~increased in the first nine months of ~~2018~~2019 as compared to the first nine months of ~~2017~~2018 due to ~~decrease~~a decline in actual customer usage relative to adopted customer usage in the ~~balancing account revenue expected~~first nine months of 2019 as compared to ~~be collected beyond 24~~the first nine months ~~which increases revenue.~~of 2018.

Total Operating Expenses

Total operating expenses increased ~~$20.0~~$11.8 million, or ~~4.7%~~2.7%, to ~~$445.2~~$458.6 million in the first nine months of ~~2018,~~2019, as compared to ~~$425.2~~$446.8 million in the first nine months of ~~2017.~~2018.

Water production costs consists of purchased water, purchased power, and pump taxes. It represents the largest component of total operating expenses, accounting for approximately ~~43.1%~~41.6% of total operating expenses in the first nine months of ~~2018,~~2019, as compared to ~~42.7%~~42.9% of total operating expenses in the first nine months of ~~2017.~~2018. Water production costs ~~increased 5.7%~~decreased 0.5% in the first nine months of 2019 as compared to the same period last year mainly due to ~~an increase~~a decrease in ~~wholesaler~~customer usage offset by increased rates ~~and an increase of 5.7% in~~from our purchased water ~~production.~~wholesalers.

Sources of water as a percent of total water production are listed in the following table:

Nine Months Ended September 30
2018 2017
Well production 47 % 48 %
Purchased 49 % 48 %
Surface 4 % 4 %
Total 100 % 100 %



	Nine Months Ended September 30
	2019		2018
Well production	45	%	47	%
Purchased	50	%	49	%
Surface	5	%	4	%
Total	100	%	100	%

The components of water production costs are shown in the table below:


	Nine Months Ended September 30						Nine Months Ended September 30
	2018		2017		Change		2019		2018		Change
Purchased water	$	157,062	$	149,731	$	7,331	$	158,369	$	157,062	$	1,307
Purchased power	23,830		22,168		1,662		23,734		23,830		(96		)
Pump taxes	10,905		9,561		1,344		8,692		10,905		(2,213		)
Total	$	191,797	$	181,460	$	10,337	$	190,795	$	191,797	$	(1,002	)

Administrative and general and other operations expenses increased ~~$14.9~~$8.7 million, or ~~12.2%~~6.3%, to $146.2 million in the first nine months of 2019, as compared to $137.5 million in the first nine months of ~~2018, as compared to $122.6 million in the first nine months of 2017.~~2018. The increase was due primarily to increases of $4.4 million in conservation program costs, $3.5 million in employee wages, $2.7 million of outside services, $1.3 million of software maintenance costs, $0.8 million of costs attributable to electric utilities’ PSPS programs and wildfire management, which were partially offset by a ~~$4.6~~reduction of $3.8 million ~~increase in the recognition~~ of ~~previously deferred~~ costs associated with ~~the~~ deferred ~~operating~~ revenue and a $1.6 million decrease in employee pension benefit ~~cost increase of $2.8 million,~~and retiree medical costs. Changes in employee ~~wage cost increase of $3.2 million, employee health care cost increase of $1.9 million, additional uninsured loss expenses of $1.5 million,~~pension benefits and ~~outside consulting service cost increase of $1.3 million. Employee pension benefit expenses are fully recovered~~water conservation program costs for regulated California operations generally do not affect earnings, as the Company is allowed by the CPUC to record these costs in ~~rates and are tracked in~~balancing accounts for future recovery, creating a ~~balancing account, such that revenues are recovered on a dollar-for-dollar basis up~~corresponding change to ~~the amounts authorized in the 2015 GRC.~~revenue. Employee and retiree medical expenses are recovered in rates through a balancing account authorized in the 2015 GRC, such that revenues are recovered up to 85% of the variance between adopted and recorded expenses.

Maintenance expense increased ~~$0.7~~$1.6 million, or ~~4.3%~~9.2%, to $19.2 million in the first nine months of 2019, as compared to $17.6 million in the first nine months of 2018, ~~as compared~~mostly due to ~~$16.9~~repair cost increases in reservoirs, tanks, and structures and $0.3 million of costs for wildfire management.

Depreciation and amortization expense increased $4.3 million, or 6.8%, to $67.0 million in the first nine months of ~~2017, mostly due to increases in transmission and distribution mains and services repairs.~~

~~Depreciation and amortization expense increased $5.0 million, or 8.7%,~~2019, as compared to $62.7 million in the first nine months of 2018, ~~as compared~~mostly due to ~~$57.7~~capital additions.

Income taxes decreased $3.5 million, or 20.22%, to $13.5 million in the first nine months of ~~2017, mostly due~~2019, as compared to ~~capital additions.~~

~~Income taxes decreased $12.5~~$17.0 million ~~or 45.0%, to $15.4 million~~ in the first nine months of ~~2018, as compared to $27.9 millionin the first nine months of 2017.~~2018. The decrease was mainly due to ~~the federal income tax rate reduction from 35% to 21%, effective January 1, 2018, an increase in tax benefits of $0.9 million, and~~ a decrease in ~~pre-tax~~operating income. The Company’s estimated combined effective income tax rate for ~~2018~~2019 is ~~in the range from 22% to 25%~~22.0%.

Property and other taxes increased $1.6 million, or ~~8.2%~~8.1%, to $21.9 million in the first nine months of 2019, as compared to $20.3 million in the first nine months of 2018, ~~as compared to $18.7 million in the first nine months of 2017,~~ due primarily to an increase in assessed property ~~values and increased local franchise taxes.~~values.

Other Income and Expenses

Net other ~~loss~~income increased ~~$4.0~~$8.4 million to $3.5 million in the first nine months of 2019, as compared to a net other loss of $4.9 million in the first nine months of 2018, ~~as compared to net other loss of $0.9 million in the first nine months of 2017,~~ due primarily to a ~~$5.1~~$5.0 million decrease of business development expenses, a $3.6 million increase ~~of new business expenses, a $2.0 million reduction~~ in the unrealized ~~income~~gain from certain benefit plan investments due to market conditions, and a ~~$0.6~~$2.4 million ~~decrease~~increase in ~~gain on sale of property that~~allowance for equity funds used during construction, which was partially offset by a ~~$1.0~~$1.6 million decrease in benefit from Company-owned life insurance.

Interest Expense

Net interest expense increased ~~$3.5~~$1.9 million, or ~~14.0%~~6.6%, to $30.7 million in the first nine months of 2019, as compared to $28.8 million in the first nine months of ~~2018, as compared to $25.3 million in the first nine months of 2017.~~2018. The increase was due primarily to an increase in financing for capital investments ~~as well as increased short-term interest rates.~~and operations.

REGULATORY MATTERS

~~2018~~2019 California Regulatory Activity

California GRC filing

On ~~July 2, 2018,~~October 8, 2019, Cal Water jointly filed a formal settlement agreement for its 2018 GRC ~~requesting new~~with the Public Advocates Office of the CPUC covering the majority of open matters in the case. The largest component of the GRC is Cal Water’s Infrastructure Improvement Plan for 2019-2021. The settlement details investment plans that Cal Water and the Public Advocates Office agree should be made to Cal Water’s water infrastructure ~~investments of $828.5 million in accordance with the rate case plan for all of its regulated operating districts for the years 2019, 2020,~~to continue providing safe, reliable water service to Cal Water customers and ~~2021.~~communities. The CPUC will ~~evaluate~~consider, but is not required to adopt, the settlement agreement. If the CPUC approves the settlement agreement, Cal Water would be authorized to include in rates $609.0 million to $628.0 million of new ~~water infrastructure improvement investments~~projects throughout the state in 2019 to 2021, along with ~~operating budgets~~approximately $200.0 million for completion of additional projects begun in 2018 and prior periods. Included in these figures are $148.0 million of advice letter authorizations, which would not be included in rates until related projects are completed. Cal Water anticipates that if the settlement were adopted, it would plan to ~~establish~~make capital investments of approximately $809.0 million to $828.0 million in the 2019-2021 period. The settlement proposes, in part, an average water main replacement rate of 0.76% annually company-wide by 2021, with higher replacement rates ~~that reflect~~in some areas. A final decision on the ~~actual cost~~case is expected in late 2019, with new rates going into effect in January of ~~service. The required filing begins an approximately 18-month review process, with any changes in customer rates expected to become effective in~~ 2020. Cal Water ~~has proposed to~~previously filed a request for interim rates beginning January 1, 2020 in the ~~CPUC to increase revenues by $50.7 million, or 7.6%, in 2020; $31.5 million, or 4.4%, in 2021; and $33.0 million, or 4.4%, in 2022 as compared to~~event a final decision is unexpectedly delayed.

City of Hawthorne GRC filing

Cal Water operates the ~~last authorized revenue. In 75%~~City of Cal Water’s service areas, the utility is proposing infrastructure improvements that will cost the typical residential customer less than $5 per month, and in 90% of service areas, the proposed increase is less than $6 per month. More than half of Cal Water’s proposed $828.5 million of new infrastructure improvements relate to its transmission and distribution pipeline replacement program, and all are necessary to enhance reliability, augment water supply, and upgrade agingHawthorne’s water system ~~infrastructure.~~under a lease agreement that was originally entered into on August 9, 2011. As part of the agreement, Cal Water can request rate increases but requires city council approval for any rate request to take effect. Cal Water has not increased rates since 2017 and Cal Water has seen significant increases in costs since then. Cal Water requested rate increases of 11.7% in 2020, 11.6% in 2021, and 11.6% in 2022.

On August 27, 2019, the rate increases were approved via resolution 8123. The ~~plans also reflect Cal Water's aggressive cost-control measures to reduce operating~~new rates will become effective on January 1, 2020 and ~~administrative costs.~~January 1^st each year thereafter.

Cost of Capital ~~Application~~Decision

In April of 2017, Cal Water, along with three other water utilities, filed an application to adopt a new cost of capital and capital structure for 2018. On March ~~22.~~22, 2018, the CPUC adopted a revised decision in the cost of capital proceeding for Cal Water and three other water utilities for the years 2018, 2019, and 2020, establishing for Cal Water a 9.20% return on equity and a 5.51% cost of debt, with a capital structure of 46.60% long-term debt and 53.40% common equity, and an authorized return on rate base of 7.48%, compared with Cal Water’s prior return on equity of 9.43%, cost of debt of 6.24%, and authorized return on rate base of 7.94%. The adopted capital structure did not change. The adopted returns on debt and equity ~~will reduce~~reduced Cal Water’s 2018 adopted revenue by approximately $6.9 million. The CPUC also authorized continuation of the water cost of capital adjustment mechanism, which provides for an adjustment in the return on equity if the cost of

long-term debt as defined by an index of utility debt rates varies from the most recent index by 100 basis points or more in 2019 and 2020.

On March 30, 2018, Cal Water submitted an advice letter that established the Cost of Capital Memorandum Account (CoC MA) to track the difference between current rates and rates based upon the new cost of capital adopted by the CPUC as if the new cost of capital had been in effect beginning January 1, 2018.

In May of 2018, Cal Water submitted an advice letter to adopt the new cost of capital and capital structure for 2018 in customer rates. The annual adopted gross revenue reduction associated with the May 2018 filing was $6.9 million. The new rates became effective on July 1, 2018.

~~As of September 30,~~In 2018, Cal Water recorded a ~~$2.8~~$3.0 million ~~reduction to revenue with a corresponding~~ regulatory liability due to the CoC MA. The regulatory liability was for the revenue reduction that Cal Water recorded for the first six months of 2018 during which the new cost of capital and capital structure were yet to be adopted in customer rates. In April of 2019, Cal Water submitted an advice letter to refund the full balance of the cost of capital memorandum account of $3.0 million. The new rates became effective April 15, 2019.

2018 Tax Accounting Memorandum Account (TAMA)

On December 22, 2017, the CPUC sent a letter to All Class A and B Water and Sewer Utilities on the subject of “Changes in Federal Tax Rates for 2018.” The CPUC required Cal Water to establish a memo account to track the impact of the TCJA on Cal Water. The TAMA will track the revenue requirement impact of the TCJA not otherwise reflected in rates from January 1, 2018 until current rates are modified to reflect all impacts of the TCJA. The Hawaii Water, Washington Water, and New Mexico Water Commissions have similar requirements to track the impact of the changes to the federal tax law. ~~For the three and nine months ended September 30,~~In 2018, the Company recorded a ~~$0.2~~$5.4 million ~~and $5.0 million reduction to revenue, respectively, with a corresponding~~ regulatory liability due to the changes required by the TCJA. The regulatory liability was for the revenue reduction that the Company recorded for the first six months of 2018 during which the new federal corporate income tax rate was yet to be adopted in customer rates.

In May of 2018, Cal Water submitted an advice letter to adopt the new federal corporate income tax rate in customer rates. The annual adopted gross revenue reduction associated with the May 2018 filing was $11.1 million. The new rates became effective on July 1, 2018.

In April of 2019, Cal Water submitted an advice letter to refund $5.0 million of the tax accounting memorandum account's balance associated with the decrease in the federal corporate income tax rate for Cal Water for the first six months of 2018. The new rates became effective April 15, 2019. The memorandum account remains open to allow the Commissions to review other changes to Cal Water’s revenue requirements such as property taxes and excess deferred income taxes.

Escalation increase requests

As a part of the decision on the 2015 GRC, Cal Water was authorized to request annual escalation rate increases for ~~2018~~2019 for those districts that passed the earnings test. In November of ~~2017,~~2018, Cal Water requested escalation rate increases in all of its regulated districts. The annual adopted gross revenue associated with the November ~~2017~~2018 filing was ~~$15.9~~$16.2 million. The new rates became effective on January 1, ~~2018.~~

2019.

WRAM and MCBA filings

In April of ~~2018,~~2019, Cal Water submitted an advice letter to true up the revenue under-collections in the ~~2017~~2018 annual WRAMs/MCBAs of its regulated districts. A net under-collection of ~~$50.1~~$29.2 million is being recovered from customers in the form of 12, 18, and greater-than-18-month ~~surcharges.~~surcharges and 12 month surcredits. The new rates became effective April 15, ~~2018. This surcharge is~~2019. These surcharges/surcredits are in addition to surcharges/surcredits authorized in prior years which have not yet expired.

Expense Offset filings

Expense offsets are dollar-for-dollar increases in revenue to match increased expenses, and therefore do not affect net operating income. In October of 2017, Cal Water submitted advice letters to request offsets for increases in purchased water costs and pump taxes in five of its regulated districts totaling $2.2 million. The new rates became effective on January 1, 2018.

~~In May and June~~November of 2018, Cal Water submitted advice letters to request offsets for increases in purchased water costs and pump taxes in five of its regulated districts totaling ~~$3.8~~$2.0 million. The new rates became effective on January 1, 2019.

In June and July of 2019, Cal Water submitted advice letters to request offsets for increases in purchased water costs and pump taxes in five of its regulated districts totaling $3.9 million. The new rates became effective on July ~~1, 2018.~~15, 2019.

Rate base Offset filings

For construction projects that are authorized in GRCs as advice letter projects, companies are allowed to file rate base offsets to increase revenues after the plant is placed into service. In November of ~~2017,~~2018, Cal Water submitted advice letters to recover $0.2 million of annual revenue increase for rate base offsets in four of its regulated districts. The new rates became effective on April 15, 2019.

In August of 2019, Cal Water submitted an advice letter to recover ~~$1.4~~$0.4 million of annual revenue increase for athe rate base offset in one of its regulated districts. The new rates ~~became~~are expected to become effective ~~on January 1, 2018.~~in the fourth quarter of 2019.

~~During the first six months~~In October of ~~2018,~~2019, Cal Water submitted an advice ~~letters~~letter to recover ~~$2.1~~$0.3 million of annual revenue ~~increases~~increase for the rate base ~~offsets~~offset in ~~all~~one of its regulated districts. The new rates ~~became~~are proposed to become effective on ~~July~~January 1, ~~2018.~~2020.

California Drought Memorandum Account

In March of 2018, Cal Water submitted an advice letter to request recovery of 2016 and 2017 incremental drought expenses of ~~$3.2~~$3.3 million. ~~The~~On January 10, 2019, the Commission approved Cal Water's request for recovery of the $3.3 million of incremental expenses; subsequently, Cal Water submitted an advice letter ~~requires~~on January 15, 2019 to implement a ~~Commission resolution and Cal Water may~~surcharge to recover ~~less than~~ the ~~requested amount. Cal Water anticipates a decision~~incremental expenses from customers. The new rates became effective on ~~the matter by the end of 2018.~~April 15, 2019.

Travis Air Force Base

On September 29, 2016, Cal Water entered into a 50-year agreement with the U.S. Department of Defense to acquire the water distribution assets of and distribute water to most of Travis Air Force Base (TAFB) beginning in 2018. On May 31, 2017, Cal Water submitted an application to the CPUC seeking approval to distribute water service to most of the base and to establish rates for its service.

~~The~~On December 13, 2018, the CPUC conditionally approved Cal Water’s request to own and operate the TAFB water system ~~utilizes surface~~as a regulated water ~~treated at~~utility district. Approval was conditioned upon modifying the contract between Cal Water and the Department of Defense to more clearly assert the CPUC’s jurisdiction over a new Travis District. In January of 2019, Cal Water fulfilled the condition by submitting a contract amendment that was approved by the CPUC. The decision enables Cal Water to acquire the water ~~treatment plant~~distribution assets of TAFB from the U.S. Department of Defense and ~~groundwater from five wells,~~provide water utility service to the base for a term of 50 years. Subject to the terms of the contract with the Department of Defense and ~~includes distribution piping, storage tanks, hydrants, and other appurtenances to serve about 15,280~~the CPUC decision, Cal Water began serving TAFB’s more than 15,000 active and reserve personnel and civilians on July 1, 2019. The rates for TAFB are scheduled to be updated in January of 2020 with the ~~6,400-acre base. If approved,~~CPUC's resolution of the 2018 GRC.

Public Safety Power Shut-off Memorandum Account (PSPS MA).

The recent wildfires in California have focused regulatory efforts to reduce the incidence and severity of these types of devastating events. The increased number of wildfire events are due to a number of factors such as extended drought, increased fuel for fires, and other extreme weather events. In addition, energized power lines can exacerbate wildfire conditions. These lines carry the potential to start or worsen an existing wildfire. Given this, the Commission has been examining issues related to wildfires and other emergencies in several proceedings. One of the proceedings, Rulemaking 18-12-005, is focused on proactively shutting off electric power in order to protect public safety through the Public Safety Power Shut-Off (PSPS) program, or de-energization. During a PSPS event, power will be cut off to electric lines that may fail in certain weather conditions in order to reduce the likelihood that electric utility infrastructure could cause or contribute to a wildfire.

The Commission’s rulemaking is divided into two phases. In Phase 1, the Commission examined and adopted PSPS guidelines, focusing primarily on notification, communication and outreach. In Phase 2, the Commission will address issues that were outside of the scope of Phase 1 and will revisit some Phase 1 issues for further refinement. In Phase 2, which has been divided into two tracks, the Commission will take a more comprehensive look at de-energization practices, including mitigation, additional coordination across agencies, further refinements to findings in Phase 1, re-energization practices, and other matters. The first track will cover issues that may need to be addressed to inform PSPS events as soon as possible. The second track will cover issues that require an in depth analysis.

Electric utilities are expected to declare PSPS events during periods of high fire danger and where there is specific risk of electrical facilities causing a fire. As a public safety partner, Cal Water will ~~make initial capital~~ receive priority notification of such events. According to communications with Cal Water’s main electric providers, Southern California Edison and Pacific Gas and Electric, PSPS events may last up to 5 days which could significantly impact facilities within Cal Water's water systems. Additionally, power loss events can occur in major earthquakes, non-electric utility caused wildfires, tsunami, or other natural and man-made disasters. Cal Water must be ready and equipped to maintain water service to the extent possible during these events. In response, Cal Water has performed a draft risk assessment which outlines recommended

improvements necessary to prepare its water systems for power loss events. The PSPS program will require either an increase in backup power generation or the development of ~~about $12.7 million,~~an alternate means of providing reliable supply within Cal Water’s water distribution systems. Depending upon the course of action, this can increase the need for generator fuel commensurate with ~~an anticipated capital investment~~the expected duration of ~~about $52.0 million over~~power shutoffs. In most cases, Cal Water may need to lease generators for the ~~50-year term~~most critical facilities to be prepared for the 2019 wildfire season, in anticipation of installing more permanent facilities in the long term. There will also be a necessary increase in generator and electrical equipment maintenance activities to improve reliability of the ~~utility service contract.~~auxiliary power sources for a power loss event. To this end, Cal Water ~~included an infrastructure improvement plan for~~respectfully requested a memorandum account from the ~~proposed regulated Travis district~~CPUC to track costs related to this effort. The memorandum account is pending approval by the CPUC. The PSPS MA will track the incremental costs associated with the preparation and installation of facilities to address public safety needs in ~~Cal Water’s July 2, 2018 GRC filing, proposing a revenue increase~~the event of ~~$4.7 million over~~power losses. For the ~~years 2020, 2021,~~three and ~~2022.~~nine months ended September 30, 2019, the PSPS MA incremental costs were $0.5 million.

~~2018~~2019 Regulatory Activity—Other States

2019 Kona (Hawaii Water) GRC Filing

In February of 2019, Hawaii Water filed a GRC application requesting an additional $0.6 million in annual revenues for its Kona Water and Wastewater systems with the Hawaii Public Utilities Commission. The GRC seeks recovery of capital investments in the Kona water and wastewater systems as well as increases in operational expenses since the previous rate case. If approved, the Company anticipates rates would become effective the first quarter of 2020.

2017 Waikoloa (Hawaii Water) GRC Filings

In December of 2017, Hawaii Water filed GRC applications requesting an additional $3.8 million in annual revenues for its Waikoloa Village and Resort Systems with the Hawaii Public Utilities Commission. The GRCs seek recovery of capital investments in the Waikoloa Village and Waikoloa Resort Systems as well as increases in operating expenses since the previous rate case. ~~If approved,~~On January 1, 2019, the ~~Company anticipates rates would become effective in the fourth quarter of 2018 for the~~HPUC authorized Waikoloa Village ~~systems~~rate increases of $0.8 million for 2019 and $0.1 million for 2020. On January 7, 2019, the ~~first quarter~~HPUC authorized Waikoloa Resort rate increases of $0.8 million for 2019, $0.8 million for 2020, and $0.1 million for 2021.

Kalaeloa Water Company (Hawaii Water)

In March 2019, Hawaii Water and Hunt Kalaeloa Water LLC entered into a Membership Interest Purchase Agreement to acquire water and wastewater assets. The Kalaeloa service area is located on the ~~Resort systems.~~

~~2018 Washington Water GRC Filing~~

Island of Oahu on the former Barbers Point Naval Air Station. On July ~~2, 2018, Washington Water~~3, 2019, the parties submitted a ~~GRC~~change of control application to the ~~Washington~~Hawaii Public Utilities Commission requesting approval for the purchase. If approved, Hawaii Water would be authorized to provide water and Transportation Commission (UTC) to increase revenues to cover the higher costs of providing a reliable, high-quality water supply. The application requests an increase of $1.6 million in annual revenue, which is an increase of 13.8% over 2017 revenue. Washington Water is requesting recovery for numerous water system upgrades and additions that Washington Water has made since its last GRC, which include new pumping equipment, water treatment facilities, wells, water mains, and new

~~storage. Increases in operating costs are also a factor~~wastewater service in the proposed increase. The application reflects increases in materials, equipment, depreciation expense due to the addition of new facilities, and increases in employee wages and health care costs. The Company anticipates new rates to become effective during the fourth quarter of 2018.Kalaeloa service area.

LIQUIDITY

Cash flow from Operations

Cash flow from operations for the first nine months of ~~2018~~2019 was ~~$119.5~~$128.3 million compared to ~~$109.8~~$119.5 million for the same period in ~~2017.~~2018. Cash generated by operations varies during the year due to customer billings, and timing of collections and contributions to our benefit plans.

During the first nine months of ~~2018,~~2019, we made contributions of ~~$42.3~~$12.5 million to our employee pension plan compared to contributions of ~~$22.2~~$42.3 million ~~made~~ during the first nine months of ~~2017.~~2018. During the first nine months of ~~2018,~~2019, we made contributions of ~~$8.0~~$5.6 million to the other postretirement benefit plans compared to contributions of ~~$2.3~~$8.0 million during the first nine months of ~~2017.~~2018. The total ~~2018~~2019 estimated cash contribution to the pension plans is ~~$42.3~~$18.8 million and to the other postretirement benefit plans is ~~$9.7~~$7.9 million.

The water business is seasonal. Billed revenue is lower in the cool, wet winter months when less water is used compared to the warm, dry summer months when water use is highest. This seasonality results in the possible need for short-term borrowings under the bank lines of credit in the event cash is not available to cover operating and utility plant costs during the winter period. The increase in cash flows during the summer allows short-term borrowings to be paid down. Customer water usage can be lower than normal in drought years and when more than normal precipitation falls in our service areas or temperatures are lower than normal, especially in the summer months.

Investing Activities

During the first nine months of ~~2018~~2019 and ~~2017,~~2018, we used ~~$212.9~~$194.9 million and ~~$180.4~~$212.9 million, respectively, of cash for ~~company-funded~~Company-funded and developer-funded utility plant expenditures. ~~The 2018 budget estimates utility plant expenditures to be between $240.0 to $260.0 million.~~ Annual expenditures fluctuate each year due to the availability of construction resources and our ability to obtain construction permits in a timely manner. For 2019, we estimate utility plant expenditures to be between $250.0 million and $260.0 million with higher capital spending anticipated after approval of the 2018 GRC settlement (see note 14).

Financing Activities

Net cash provided by financing activities was ~~$66.5~~$72.9 million during the first nine months of ~~2018~~2019 compared to ~~$76.6~~$66.5 million of net cash provided by financing activities for the same period in ~~2017.~~2018.

During the first nine months of 2019 and 2018, Cal Water issued $400.0 million of First Mortgage Bonds on June 11, 2019 in a private placement. Cal Water used the net proceeds from the sale of the bonds to pay down outstanding short-term borrowings and ~~2017,~~to redeem $300.0 million of First Mortgage Bond series UUU. Additionally, we borrowed ~~$141.0~~$210.0 million and ~~$185.0~~$141.0 million, respectively, on our unsecured revolving credit ~~facilities. Repayments of unsecured revolving credit~~ facilities ~~borrowings~~ during the first nine months of ~~2018 were $341.0 million~~2019 and $87.0 million for the same period in 2017. We issued $300.0 million of floating rate First Mortgage Bonds on September 13, 2018 (see note 7) in a private placement and the proceeds were mainly used to pay down2018. Cal ~~Water's unsecured revolving credit facility. We also~~Water repaid ~~$11.8~~$100.0 million of First Mortgage Bonds that matured induring the first nine months of 2019. Also, we made a repayment on our unsecured revolving credit facilities borrowings of $120.0 million during the first nine months of 2019 compared to a repayment of $341.0 million for the same period in 2018.

On March 29, 2019, the Company and Cal Water entered into certain syndicated credit agreements, which provide for unsecured revolving credit facilities of up to an initial aggregate amount of $550.0 million for a term of five years. The revolving credit facilities amend, expand, and replace the Company’s and its subsidiaries’ prior credit facilities originally entered into on May 10, 2015. The new credit facilities extended the terms until March 29, 2024, and increased Cal Water’s unsecured revolving line of credit. The Company and subsidiaries that it designates may borrow up to $150.0 million under the Company’s revolving credit facility. Cal Water may borrow up to $400.0 million under its revolving credit facility. All borrowings must be repaid within 24 months unless a different period is required or authorized by the CPUC. Additionally, the credit facilities may be increased by up to an incremental $150.0 million under the Cal Water facility and $50.0 million under the Company facility, subject in each case to certain conditions. The proceeds from the revolving credit facilities may be used for working capital purposes, including the short-term financing of capital projects. Borrowings under the credit facilities typically have maturities varying between one and nine months and will bear interest annually at a rate equal to (i) the base rate or (ii) the Eurodollar rate, plus an applicable margin of 0.650% to 0.875%, depending on the Company and its subsidiaries’ consolidated total capitalization ratio.

The undercollected net WRAM and MCBA receivable balances were ~~$60.0~~$62.6 million and ~~$61.6~~$60.0 million as of September 30, ~~2018~~2019 and ~~2017,~~2018, respectively. The undercollected balances were primarily financed by Cal Water using short-term and long-term financing arrangements to meet operational cash requirements. Interest on the undercollected balances, the interest recoverable from customers, is limited to the current 90-day commercial paper rates which is significantly lower than Cal Water’s short and long-term financing rates.

Short-term and Long-Term Financing

During the first nine months of ~~2018,~~2019, we utilized cash generated from operations, issuance of First Mortgage Bonds, and borrowings on the unsecured revolving credit facilities to fund operations and capital investments. We did not sell Company common stock during the first nine months of ~~2018~~2019 and ~~2017.~~ 2018. We issued $1.3 million of Company common stock for the Company's employee stock purchase plan that went into effect on January 1, 2019.

On June 11, 2019, Cal Water issued $400.0 million of First Mortgage Bonds (see Note 7) in a private placement. Cal Water used the net proceeds from the sale of the bonds to pay down outstanding short-term borrowings and to redeem $300.0 million of First Mortgage Bond series UUU. Bond principal and other long-term debt payments were $401.6 million during the first nine months of 2019 and $12.5 million during the first nine months of 2018.

In future periods, management anticipates funding our utility plant needs through a relatively balanced approach between debt and equity.

Short-term liquidity is provided by our unsecured revolving credit facilities and internally generated funds. Long-term financing is accomplished through the use of both debt and equity. The Company and subsidiaries that it designates may borrow up to $150.0 million under the Company’s revolving credit facility. Cal Water may borrow up to ~~$300.0~~$400.0 million under its revolving credit facility; however, all borrowings ~~need to~~must be repaid within 24 months unless ~~otherwise~~a different period is required or authorized by the CPUC. The proceeds from the revolving credit facilities may be used for working capital purposes, including the short-term financing of utility plant projects. ~~The base loan rate may vary from LIBOR plus 72.5 basis points to LIBOR~~

~~plus 95 basis points, depending on the Company’s total capitalization ratio. Likewise, the unused commitment fee may vary from 8 basis points to 12.5 basis points based on the same ratio.~~

As of September 30, ~~2018~~2019 and December 31, ~~2017,~~2018, there were short-term borrowings of ~~$75.1~~$155.1 million and ~~$275.1~~$65.1 million, respectively, outstanding on the unsecured revolving credit facilities.

Given our ability to access our lines of credit on a daily basis, cash balances are managed to levels required for daily cash needs and excess cash is invested in short-term or cash equivalent instruments. Minimal operating levels of cash are maintained for Washington Water, New Mexico Water, and Hawaii Water.

Both short-term credit agreements contain affirmative and negative covenants and events of default customary for credit facilities of this type including, among other things, limitations and prohibitions relating to additional indebtedness, liens, mergers, and asset sales. Also, these unsecured credit agreements contain financial covenants governing the Company and its subsidiaries’ consolidated total capitalization ratio not to exceed 66.7% and an interest coverage ratio of three or more. As of September 30, ~~2018,~~2019, we are in compliance with all of the covenant requirements and are eligible to use the full amount of our credit facilities.

~~Bond principal and other long-term debt payments were $12.5 million during the first nine months of 2018 and $2.8 million during the first nine months of 2017.~~

Long-term financing, which includes ~~senior notes,~~First Mortgage Bonds, other debt securities, and common stock, has typically been used to replace short-term borrowings and fund utility plant expenditures. ~~On September 13, 2018, we issued $300.0 million of floating rate First Mortgage Bonds (see note 7) in a private placement to pay down Cal Water's unsecured revolving credit facility.~~ Internally generated funds, after making dividend payments, provide positive cash flow, but have not been at a level to meet the needs of our utility plant expenditure requirements. Management expects this trend to continue given our utility plant expenditures plan for the next five years. Some utility plant expenditures are funded by payments received from developers for contributions in aid of construction or advances for construction. Funds received for contributions in aid of construction are non-refundable, whereas funds classified as advances in construction are generally refundable over 40 years. Management believes long-term financing is available to meet our cash flow needs through issuances in both debt and equity instruments.

Dividends

During the first nine months of ~~2018,~~2019, our quarterly common stock dividend payments were ~~$0.56250~~$0.5925 per share compared to ~~$0.5400~~$0.5625 per share during the first nine months of ~~2017.~~2018. For the full year ~~2017,~~2018, the payout ratio was ~~51%~~55.2% of net income. On a long-term basis, our goal is to achieve a dividend payout ratio of 60% of net income accomplished through future earnings growth.

At the October ~~31, 2018~~30, 2019 meeting, the Company's Board of Directors declared the fourth quarter dividend of ~~$0.1875~~$0.1975 per share payable on November ~~23, 2018,~~22, 2019, to stockholders of record on November ~~12, 2018.~~11, 2019. This was our ~~295th~~299th consecutive quarterly dividend.

~~2018~~2019 Financing Plan

We intend to fund our utility plant needs in future periods through a relatively balanced approach between long-term debt and equity. The Company and Cal Water have a syndicated unsecured revolving line of credit of $150.0 million and ~~$300.0~~$400.0 million, respectively, for short-term borrowings. As of September 30, ~~2018,~~2019, the Company’s and Cal Water’s availability on these unsecured revolving lines of credit was ~~$74.9~~$94.9 million and $300.0 million, respectively.

Book Value and Stockholders of Record

Book value per common share was ~~$14.81~~$15.74 at September 30, ~~2018~~2019 compared to ~~$14.44~~$15.19 at December 31, ~~2017.~~2018. There were approximately ~~1,910~~1,925 stockholders of record for our common stock as of August ~~6, 2018.~~12, 2019.

Utility Plant Expenditures

During the first nine months of ~~2018,~~2019, utility plant expenditures totaled ~~$212.9~~$194.9 million for ~~company-funded~~Company-funded and developer-funded projects. ~~The 2018 budget estimates company-funded~~For 2019, we estimate utility plant expenditures to be between ~~$240.0~~$250.0 million and $260.0 ~~million. The actual amount may vary from~~million with higher capital spending anticipated after approval of the ~~budget number due to timing of actual payments related to current year and prior year projects.~~2018 GRC settlement (see note 14). We do not control third-party-funded utility plant expenditures and therefore are unable to estimate the amount of such projects for ~~2018.~~2019.

As of September 30, ~~2018,~~2019, construction work in progress was ~~$234.1 million compared to $195.3 million as of September 30, 2017. Work~~$266.0 million. Construction work in progress includes projects that are under construction but not yet complete and placed in service.

WATER SUPPLY

Our source of supply varies among our operating districts. Certain districts obtain all of their supply from wells; some districts purchase all of their supply from wholesale suppliers; and other districts obtain supply from a combination of wells and wholesale suppliers. A small portion of supply comes from surface sources and is processed through Company-owned water treatment plants. To the best of management's knowledge, we are meeting water quality, environmental, and other regulatory standards for all Company-owned systems.

Historically, approximately ~~46.5%~~half of our annual water supply is pumped from wells. State groundwater management agencies operate differently in each state. Some of our wells extract ground water from water basins under state ordinances. These are adjudicated groundwater basins, in which a court has settled the dispute between landowners or other parties over how much annual groundwater can be extracted by each party. All of our adjudicated groundwater basins are located in the State of California. Our annual groundwater extraction from adjudicated groundwater basins approximates 6.8 billion gallons or ~~14.4%~~14.0% of our total annual water supply pumped from wells. Historically, we have extracted less than 100% of our annual adjudicated groundwater rights and have the right to carry forward up to 20% of the unused amount to the next annual period. All of our remaining wells extract ground water from managed or unmanaged water basins. There are no set limits for the ground water extracted from these water basins. Our annual groundwater extraction from managed groundwater basins approximates ~~28.0~~29.1 billion gallons or ~~58.9%~~59.4% of our total annual water supply pumped from wells. Our annual groundwater extraction from unmanaged groundwater basins approximates ~~12.7~~13.1 billion gallons or ~~26.7%~~26.6% of our total annual water supply pumped from wells. Most of the managed groundwater basins we extract water from have groundwater recharge facilities. We are required to pay well pump taxes to financially support these groundwater recharge facilities. Well pump taxes were ~~$3.8~~$3.5 million and ~~$3.6~~$3.8 million for the three months ended September 30, ~~2018~~2019 and ~~2017,~~2018, respectively. For the nine months ended September 30, ~~2018~~2019 and ~~2017,~~2018, well pump taxes were ~~$10.9~~$8.7 million and ~~$9.6~~$10.9 million, respectively. In 2014, the State of California enacted the Sustainable Groundwater Management Act of 2014. The law and its implementing regulations ~~required~~require most basins to select a sustainability agency by 2017, develop a sustainability plan by 2022, and show progress toward sustainability by 2027. We expect that in the future, groundwater will be produced mainly from managed and adjudicated basins.

California's normal weather pattern yields little precipitation between mid-spring and mid-fall. The Washington Water service areas receive precipitation in all seasons, with the heaviest amounts during the winter. New Mexico Water's rainfall is heaviest in the summer monsoon season. Hawaii Water receives precipitation throughout the year, with the largest amounts in the winter months. Water usage in all service areas is highest during the warm and dry summers and declines in the cool winter months. Rain and snow during the winter months in California replenish underground water aquifers and fill reservoirs, providing the water supply for subsequent delivery to customers. As of ~~September 30, 2018,~~June 27, 2019, the State of California snowpack water content during the ~~2017-2018~~2019-2020 water year is ~~79%~~80% of long-term averages (per the California Department of Water Resources, ~~Northern~~Daily Drought Information Summary). The northern Sierra ~~Precipitation Accumulation report). In January~~region is the most important for the state’s urban water supplies. The central and southern portions of ~~2014, California's Governor Brown proclaimed a drought emergency~~the Sierras also have recorded 91% and ~~directed State officials to take all necessary actions to make water immediately available. On April 7, 2017, the Governor declared an end to the drought emergency in 54~~59%, respectively, of ~~California’s 58 counties. Two of Cal Water's districts remain under a declared drought; these were areas where groundwater was impacted by five years of drought conditions.~~long-term averages. Management believes that supply pumped from underground aquifers and purchased from wholesale suppliers will be adequate to meet customer demand during ~~2018~~2019 and beyond. Long-term water supply plans are developed for each of our districts to help assure an adequate water supply under various operating and supply conditions. Some districts have unique challenges in meeting water quality standards, but management believes that supplies will meet current standards using current treatment processes.

On May 31, 2018, California's Governor Brown signed two bills (Assembly Bill 1668 and Senate Bill 606) into law that will establish long-term standards for water use efficiency. The bills revise and expand the existing urban water management plan requirements to include five year drought risk assessments, water shortage contingency plans, and annual water supply/demand assessments. By June 30, 2022, the California State Water Resources Control Board, in conjunction with the California Department of Water Resources, will establish long-term water use standards for indoor residential use, outdoor residential use, water losses and other uses. Cal Water will also be required to calculate and report

on urban water use target by November 1, 2023 and each November 1 thereafter that compares actual urban water use to the target. Management believes that Cal Water is well-positioned to comply with all regulations required of utilities.

CONTRACTUAL OBLIGATIONS

Effective April 3, 2018, the City of Commerce has renewed a lease agreement for Cal Water to operate the City of Commerce’s water system for the next 15 years. Cal Water has operated the City of Commerce water system since 1985 and is responsible for all operations, maintenance, water quality assurance, and customer service programs to provide a reliable supply of water that meets federal and state standards to customers served by the City of Commerce system. The City of Commerce will remain responsible for financing infrastructure improvements and setting its customers’ water rates.

During the nine months ended September 30, ~~2018,~~2019, there were no ~~other~~ material changes in contractual obligations outside the normal course of business.

Item 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

We do not hold, trade in or issue derivative financial instruments and therefore are not exposed to risks these instruments present. Our market risk to interest rate exposure is limited because the cost of long-term financing and short-term bank borrowings, including interest costs, is covered in consumer water rates as approved by the Commissions. We do not have foreign operations; therefore, we do not have a foreign currency exchange risk. Our business is sensitive to commodity prices and is most affected by changes in purchased water and purchased power costs.

Historically, the CPUC’s balancing account or offsettable expense procedures allowed for increases in purchased water, pump tax, and purchased power costs to be flowed through to consumers. Traditionally, a significant percentage of our net income and cash flows come from California regulated operations; therefore the CPUC’s actions have a significant impact on our business. See Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Regulatory Matters.”

Item 4.

CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and ~~15d-15(c)~~15d-15(e) under the Securities Exchange ~~Act)~~Act of 1934, as amended) that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange ~~Commission’s~~Commission's rules and forms, and that such information is accumulated and communicated to our management, including our ~~CEO~~Chief Executive Officer and ~~CFO,~~Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.

In designing and evaluating the disclosure controls and procedures, management, including the Chief Executive Officer and Chief Financial Officer, recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Accordingly, our disclosure controls and procedures have been designed to provide reasonable assurance of achieving their objectives.

Our management, with the participation of our ~~CEO~~Chief Executive Officer and our ~~CFO,~~Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of September 30, ~~2018.~~2019. Based on that evaluation and the changes made to our internal control over financial reporting in the first nine months of 2019 noted below, we concluded that our disclosure controls and procedures were effective at the reasonable assurance level.

(b) Changes to Internal Control over Financial Reporting

~~There was no change~~To remediate the material weakness in ~~our~~ internal ~~controls~~control over financial reporting ~~that occurred~~as of December 31, 2018 disclosed in Part I, Item 9A of our Annual Report on Form 10-K for the year-ended December 31, 2018, management made the following changes during the first nine months of 2019:

•Management revised the design of the monthly regulatory balancing account control for the health cost balancing account (HCBA) and pension cost balancing account (PCBA). Monthly detailed calculations are prepared for these balancing accounts, which are reviewed by accounting and rates management who approve the calculations. The monthly review and approval process validates all assumptions and inputs used to determine the monthly balancing account revenue and related balance sheet account adjustments for HCBA and PCBA. This control was implemented

in the first quarter ~~ended~~of 2019 and internal audit tested the design and operating effectiveness of the resulting control and concluded that it is operating effectively as of September 30, ~~2018,~~2019.

•Management designed a new control over regulatory orders, GRC settlements or other decisions made by the Commissions impacting the Company. As required by the control, accounting and rates management review and document the financial impacts of the provisions, events, and requirements of any such regulatory orders, GRC settlements, or decisions made by the Commissions. This control was implemented in the third quarter of 2019 and internal audit tested the design and operating effectiveness of the resulting control and concluded that ~~has materially affected, or~~it is ~~reasonably likely to materially affect, our internal controls over financial reporting.~~operating effectively as of September 30, 2019.

PART II OTHER INFORMATION

Item 1.

LEGAL PROCEEDINGS

From time to time, the Company is involved in various disputes and litigation matters that arise in the ordinary course of business. The status of each significant matter is reviewed and assessed for potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable and the amount of the range of loss can be estimated, a liability is accrued for the estimated loss in accordance with the accounting standards for contingencies. Legal proceedings are subject to uncertainties, and the outcomes are difficult to predict. Because of such uncertainties, accruals are based on the best information available at the time. While the outcome of these disputes and litigation matters cannot be predicted with any certainty, management does not believe when taking into account existing reserves the ultimate resolution of these matters will materially affect the Company’s financial position, results of operations, or cash flows. In the future, we may be involved in disputes and litigation related to a wide range of matters, including employment, construction, environmental issues and operations. Litigation can be time-consuming and expensive and could divert management’s time and attention from our business. In addition, if we are subject to additional lawsuits or disputes, we might incur significant legal costs and it is uncertain whether we would be able to recover the legal costs from customers or other third parties. For more information refer to note 10.

Item 1A.

RISK FACTORS

There have been no material changes to the Company’s risk factors set forth in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year-ended December 31, ~~2017~~2018 filed with the SEC on ~~March 1, 2018.~~February 28, 2019.

Item 5.

OTHER INFORMATION

~~The Company confirmed in a Form 8K filing on April 26, 2018 that it made a proposal~~On October 31, 2019, we entered into an equity distribution agreement (the Equity Distribution Agreement) with Morgan Stanley & Co. LLC, Robert W. Baird & Co. Incorporated, Blaylock Van, LLC, and Wells Fargo Securities, LLC (the Managers). Pursuant to ~~acquire San Jose Water Group (SJW) for $68.25~~the terms of the Equity Distribution Agreement, we may, from time to time through an at-the-market equity program, sell shares of our common stock, par value $0.01 per share, inhaving an ~~all-cash transaction valued at approximately $1.9 billion including~~aggregate gross sales price of up to $300.0 million (the Shares) through the ~~assumption~~Managers, acting as our agents (the ATM Offering). We will pay the Managers a commission equal to 1.0% of ~~debt. The proposal represented a 20% premium~~the gross offering proceeds from the sale of Shares pursuant to ~~SJW’s closing stock price on April 25, 2018 and was rejected by~~ the ~~SJW Board of Directors.~~

~~During~~ATM Offering. In the ~~second quarter of 2018,~~Equity Distribution Agreement, the Company ~~began soliciting proxies~~agrees to indemnify the Managers against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the Securities Act) or to contribute payments that the Managers may be required to make because of such liabilities. We or the Managers may suspend the offering of Shares at any time and from time to time by notifying the other party.

We intend to use the net proceeds from these sales, after deducting commissions on such sales and offering expenses, for general corporate purposes, which may include working capital, construction and acquisition expenditures, investments and repurchases, and redemptions of securities.

The Managers and their affiliates have, from time to time, provided, and may in ~~opposition~~the future provide, various investment banking, commercial banking and/or other financial services for us and our affiliates in the ordinary course of business, for which services they have and may in the future receive customary fees. Affiliates of certain of the Managers are lenders under certain of our and our affiliates’ credit facilities.

The Shares will be issued pursuant to ~~resolutions related~~our automatically effective shelf registration statement on Form S-3 that is currently on file (Registration No. 333-234389), the base prospectus contained therein, and a prospectus supplement that was filed with the Securities and Exchange Commission on October 31, 2019.

A copy of the Equity Distribution Agreement is attached as Exhibit 1.1 to this quarterly report. The foregoing description of the Equity Distribution Agreement does not purport to be complete and is qualified in its entirety by reference to Exhibit 1.1.

A copy of the opinion of Gibson, Dunn & Crutcher LLP relating to the pending merger between SJW and Connecticut Water Service, Inc. The Company also commenced a tender offer to acquire all outstanding shares of SJW for $68.25 per share in cash. The offer was scheduled to expire at 5:00 p.m., New York City time, on September 28, 2018.

~~After the close of business on Friday, August 10, 2018, the Company submitted a written all-cash proposal to the SJW Board of Directors to acquire 100%~~validity of the securities issued ~~and outstanding SJW Shares for $70.00 per share~~ in ~~cash. The proposal was rejected by~~ the ~~SJW Board of Directors.~~ATM Offering is filed as Exhibit 5.1 to this quarterly report.

~~On August 17, 2018, the Company terminated its tender offer to acquire all outstanding shares of SJW for $68.25 per share in cash.~~

Item 6.

EXHIBITS



Exhibit			Description
1.1			Equity Distribution Agreement, dated as of October 31, 2019, between California Water Service Group and Morgan Stanley & Co. LLC, Robert W. Baird & Co. Incorporated, Blaylock Van, LLC, and Wells Fargo Securities, LLC

4.0			The Company agrees to furnish upon request to the Securities and Exchange Commission a copy of each instrument defining the rights of holders of long-term debt of the Company

4.1			~~Sixty-First~~Sixty-Second Supplemental Indenture dated as of ~~September 13, 2018,~~June 11, 2019, between California Water Service Company and U.S. Bank National Association, as Trustee, covering ~~Floating Rate~~3.40% First Mortgage Bonds due ~~2020,~~2029, Series ~~UUU.~~VVV, 4.07% First Mortgage Bonds due 2049, Series WWW, and 4.17% First Mortgage Bonds due 2059, Series YYY (Exhibit 10.1 to the Current Report on Form 8-K filed June 18, 2019)

5.1			Opinion of Gibson, Dunn & Crutcher LLP

10.1			Credit Agreement dated as of March ~~10, 2015~~29, 2019 among California Water Service Group and certain of its subsidiaries from time to time party thereto, as borrowers, Bank of America, N.A., as administrative agent, swing line lender and letter of credit issuer, Merrill Lynch, Pierce, Fenner & Smith ~~incorporated,~~Incorporated, as sole lead arranger and sole bookrunner, CoBank, ACB, and U.S. Bank National Association as co-syndication agents, ~~and~~ Bank of China, Los Angeles Branch and Wells Fargo Bank, National Association as ~~documentation agent,~~co-documentation agents, and the other lender parties thereto (Exhibit 10.1 to the Current Report on Form 8-K filed March ~~11, 2015)~~29, 2019).

10.2			Credit Agreement dated as of March ~~10, 2015~~29, 2019 among California Water Service Company as borrower, Bank of America, N.A., as administrative agent, swing line lender and letter of credit issuer, Merrill Lynch, Pierce, Fenner & Smith Incorporated, as sole lead arranger and sole bookrunner, CoBank, ACB, and U.S. Bank National Association as co-syndication agents, ~~and~~ Bank of China, Los Angeles Branch and Wells Fargo Bank, National Association as ~~documentation agent,~~co-documentation agents, and the other lender parties thereto (Exhibit 10.2 to the Current Report on Form 8-K filed March ~~11, 2015)~~29, 2019).

23.1			Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5.1)

31.1			Chief Executive Officer certification of financial statements pursuant to Section 302 of the Sarbanes- Oxley Act of 2002

31.2			Chief Financial Officer certification of financial statements pursuant to Section 302 of the Sarbanes- Oxley Act of 2002

32			Chief Executive Officer and Chief Financial Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002

~~101.INS~~101			~~XBRL Instance Document~~The following materials from California Water Service Group's Quarterly Report on Form 10-Q for the quarter ended September 30, 2019 formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of (Loss) Income, (iii) Condensed Consolidated Statements of Cash Flows, and (iv) the Notes to the Condensed Consolidated Financial Statements.
104
~~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.PRE~~			~~XBRL Taxonomy Extension Presentation Linkbase Document~~The cover page from California Water Service Group's Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, formatted in iXBRL (included as exhibit 101)

SIGNATURES

Pursuant to the requirement of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



	CALIFORNIA WATER SERVICE GROUP
	Registrant

~~November 1, 2018~~October 31, 2019	By:	/s/ Thomas F. Smegal III
		Thomas F. Smegal III
		Vice President,
		Chief Financial Officer and Treasurer

4149



	September 30, 2018		December 31, 2017
Cash and cash equivalents	66,421		94,776
Restricted cash (included in "taxes, prepaid expenses and other assets")	671		576
Total cash, cash equivalents, and restricted cash shown in the statements of cash flows	$	67,092	$	95,352



	Nine Months Ended September 30, 2017
Condensed Consolidated Statements of Cash Flows line item	As Reported on Form 10-Q			Adjusted Balance on Form 10-Q			Increase (Decrease) from Retrospective Adoption
Change in restricted cash	$	(679	)	$	—		$	679
Net cash used in investing activities	$	(183,511	)	$	(182,832	)	$	679
Change in cash, cash equivalents, and restricted cash	$	2,849		$	3,528		$	679
Cash, cash equivalents, and restricted cash at beginning of period	$	25,492		$	25,935		$	443
Cash, cash equivalents, and restricted cash at end of period	$	28,341		$	29,463		$	1,122



	Three Months Ended September 30, 2017
Condensed Consolidated Statement of Income line item	As Reported on Form 10-Q			Adjusted Balance on Form 10-Q			Increase (Decrease) from Retrospective Adoption
Administrative and general	$	24,886		$	22,749		$	(2,137	)
Income taxes	$	17,348		$	18,219		$	871
Total operating expenses	$	170,535		$	169,269		$	(1,266	)
Net operating income	$	41,196		$	42,462		$	1,266
Other components of net periodic benefit cost	$	—		$	(2,137	)	$	2,137
Income tax benefit (expense) on other income and expenses	$	(841	)	$	30		$	871
Net other income (loss)	$	1,230		$	(36	)	$	(1,266	)



	Total Common Stockholders’ Equity
Balance at December 31, 2017	$	693,462
Common stock issued	1
Share-based compensation expense	2,227
Repurchase of common stock	(1,496		)
Common stock dividends declared	(27,029		)
Net income	44,869
Balance at September 30, 2018	$	712,034



Net change due to rate changes, usage, and other (1)	$	6,440
MCBA Revenue (2)	4,836
Other balancing account revenue (3)	2,566
Deferral of revenue (4)	5,121
Net operating revenue increase	$	18,963



General rate case	$	1,805
Escalation rate increases	11,567
Purchased water and pump tax offsets	4,306
Rate base offsets	2,128
Tax cuts jobs act *	(7,967		)
Cost of capital *	(4,657		)
Total increase in rates	$	7,182