Condensed Consolidating Financial Statements | Condensed Consolidating Financial Statements On April 17, 2009, Cal Water issued $100 million aggregate principal amount of 5.875% First Mortgage Bonds due 2019, and on November 17, 2010, Cal Water issued $100 million aggregate principal amount of 5.500% First Mortgage Bonds due 2040, all of which are fully and unconditionally guaranteed by the Company. As a result of these guarantee arrangements, 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, 2015 and December 31, 2014, the condensed consolidating statements of income for the three months ended September 30, 2015 and 2014, condensed consolidating statements of income for the nine months ended September 30, 2015 and 2014, and the condensed consolidating statements of cash flows for the nine months ended September 30, 2015 and 2014 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. CALIFORNIA WATER SERVICE GROUP CONDENSED CONSOLIDATING BALANCE SHEET As of September 30, 2015 (In thousands) Parent Company Cal Water All Other Subsidiaries Consolidating Adjustments Consolidated ASSETS Utility plant: Utility plant $ 1,318 $ 2,268,876 $ 197,832 $ (7,197 ) $ 2,460,829 Less accumulated depreciation and amortization (548 ) (751,913 ) (46,601 ) 1,798 (797,264 ) Net utility plant 770 1,516,963 151,231 (5,399 ) 1,663,565 Current assets: Cash and cash equivalents 5,523 43,359 1,943 — 50,825 Receivables and unbilled revenue, net 13 120,790 4,528 — 125,331 Receivables from affiliates 23,161 690 195 (24,046 ) — Other current assets 182 13,517 1,211 — 14,910 Total current assets 28,879 178,356 7,877 (24,046 ) 191,066 Other assets: Regulatory assets — 395,079 3,456 — 398,535 Investments in affiliates 651,120 — — (651,120 ) — Long-term affiliate notes receivable 24,452 — — (24,452 ) — Other assets 806 48,803 4,628 (883 ) 53,354 Total other assets 676,378 443,882 8,084 (676,455 ) 451,889 $ 706,027 $ 2,139,201 $ 167,192 $ (705,900 ) $ 2,306,520 CAPITALIZATION AND LIABILITIES Capitalization: Common stockholders’ equity $ 640,852 $ 581,135 $ 75,367 $ (656,502 ) $ 640,852 Affiliate long-term debt — — 24,452 (24,452 ) — Long-term debt, less current maturities — 415,375 1,072 — 416,447 Total capitalization 640,852 996,510 100,891 (680,954 ) 1,057,299 Current liabilities: Current maturities of long-term debt — 6,201 364 — 6,565 Short-term borrowings 64,215 72,400 — — 136,615 Payables to affiliates — 3,235 20,811 (24,046 ) — Accounts payable — 74,277 2,984 — 77,261 Accrued expenses and other liabilities 64 75,231 5,034 — 80,329 Total current liabilities 64,279 231,344 29,193 (24,046 ) 300,770 Unamortized investment tax credits — 1,947 — — 1,947 Deferred income taxes, net 896 236,447 — (900 ) 236,443 Pension and postretirement benefits other than pensions — 276,525 — — 276,525 Regulatory liabilities and other — 73,911 2,888 — 76,799 Advances for construction — 180,297 508 — 180,805 Contributions in aid of construction — 142,220 33,712 — 175,932 $ 706,027 $ 2,139,201 $ 167,192 $ (705,900 ) $ 2,306,520 CALIFORNIA WATER SERVICE GROUP CONDENSED CONSOLIDATING BALANCE SHEET As of December 31, 2014 (In thousands) Parent Company Cal Water All Other Subsidiaries Consolidating Adjustments Consolidated ASSETS Utility plant: Utility plant $ 1,318 $ 2,154,146 $ 194,204 $ (7,197 ) $ 2,342,471 Less accumulated depreciation and amortization (377 ) (710,840 ) (42,545 ) 1,722 (752,040 ) Net utility plant 941 1,443,306 151,659 (5,475 ) 1,590,431 Current assets: Cash and cash equivalents 4,108 13,929 1,550 — 19,587 Receivables — 108,815 9,114 (1,051 ) 116,878 Receivables from affiliates 20,001 3,608 — (23,609 ) — Other current assets — 16,443 1,216 — 17,659 Total current assets 24,109 142,795 11,880 (24,660 ) 154,124 Other assets: Regulatory assets — 387,387 2,944 — 390,331 Investments in affiliates 637,998 — — (637,998 ) — Long-term affiliate notes receivable 25,263 — — (25,263 ) — Other assets 891 47,617 4,278 (321 ) 52,465 Total other assets 664,152 435,004 7,222 (663,582 ) 442,796 $ 689,202 $ 2,021,105 $ 170,761 $ (693,717 ) $ 2,187,351 CAPITALIZATION AND LIABILITIES Capitalization: Common stockholders’ equity $ 626,626 $ 569,319 74,107 $ (643,426 ) $ 626,626 Affiliate long-term debt — — 25,263 (25,263 ) — Long-term debt, less current maturities — 417,884 1,349 — 419,233 Total capitalization 626,626 987,203 100,719 (668,689 ) 1,045,859 Current liabilities: Current maturities of long-term debt — 6,173 434 — 6,607 Short-term borrowings 61,715 17,400 — — 79,115 Payables to affiliates — 270 23,339 (23,609 ) — Accounts payable — 56,666 2,930 (201 ) 59,395 Accrued expenses and other liabilities 861 71,203 1,281 (756 ) 72,589 Total current liabilities 62,576 151,712 27,984 (24,566 ) 217,706 Unamortized investment tax credits — 2,032 — — 2,032 Deferred income taxes, net — 210,789 4,515 (462 ) 214,842 Pension and postretirement benefits other than pensions — 270,865 — — 270,865 Regulatory and other liabilities — 74,282 8,997 — 83,279 Advances for construction — 181,763 521 — 182,284 Contributions in aid of construction — 142,459 28,025 — 170,484 $ 689,202 $ 2,021,105 $ 170,761 $ (693,717 ) $ 2,187,351 CALIFORNIA WATER SERVICE GROUP CONDENSED CONSOLIDATING STATEMENT OF INCOME For the three months ended September 30, 2015 (In thousands) Parent Company Cal Water All Other Subsidiaries Consolidating Adjustments Consolidated Operating revenue $ — $ 172,425 $ 11,118 $ — $ 183,543 Operating expenses: Operations: Water production costs — 58,173 2,264 — 60,437 Administrative and general — 27,620 3,117 — 30,737 Other operations — 16,329 1,668 (125 ) 17,872 Maintenance — 5,722 230 — 5,952 Depreciation and amortization 57 14,231 1,079 (25 ) 15,342 Income tax (benefit) expense (107 ) 14,638 508 254 15,293 Property and other taxes — 4,910 799 — 5,709 Total operating (income) expenses (50 ) 141,623 9,665 104 151,342 Net operating income 50 30,802 1,453 (104 ) 32,201 Other Income and Expenses: Non-regulated revenue 444 3,489 451 (570 ) 3,814 Non-regulated expenses, net — (4,058 ) (396 ) — (4,454 ) Income tax (expense) benefit on other income and expense (181 ) 232 (33 ) 244 262 Total other income (loss) 263 (337 ) 22 (326 ) (378 ) Interest: Interest expense 205 6,969 472 (445 ) 7,201 Less: capitalized interest — (488 ) (10 ) — (498 ) Net interest expense 205 6,481 462 (445 ) 6,703 Equity earnings of subsidiaries 25,012 — — (25,012 ) — Net income $ 25,120 $ 23,984 $ 1,013 $ (24,997 ) $ 25,120 CALIFORNIA WATER SERVICE GROUP CONDENSED CONSOLIDATING STATEMENT OF INCOME For the three months ended September 30, 2014 (In thousands) Parent Company Cal Water All Other Subsidiaries Consolidating Adjustments Consolidated Operating revenue $ — $ 180,768 $ 10,416 $ — $ 191,184 Operating expenses: Operations: Water production costs — 64,332 2,648 — 66,980 Administrative and general 34 21,282 2,449 — 23,765 Other — 14,161 1,657 (126 ) 15,692 Maintenance — 4,620 180 — 4,800 Depreciation and amortization 57 13,692 926 (27 ) 14,648 Income tax (benefit) expense (79 ) 18,632 393 287 19,233 Taxes other than income taxes — 4,409 823 — 5,232 Total operating expenses 12 141,128 9,076 134 150,350 Net operating (loss) income (12 ) 39,640 1,340 (134 ) 40,834 Other Income and Expenses: Non-regulated revenue 448 4,027 446 (512 ) 4,409 Non-regulated expenses, net — (4,538 ) (274 ) — (4,812 ) Income tax (expense) benefit on other income and expense (182 ) 207 (132 ) 276 169 Net other income (loss) 266 (304 ) 40 (236 ) (234 ) Interest: Interest expense 103 7,030 473 (385 ) 7,221 Less: capitalized interest — (252 ) (19 ) — (271 ) Net interest expense 103 6,778 454 (385 ) 6,950 Equity earnings of subsidiaries 33,499 — — (33,499 ) — Net income $ 33,650 $ 32,558 $ 926 $ (33,484 ) $ 33,650 CALIFORNIA WATER SERVICE GROUP CONDENSED CONSOLIDATING STATEMENT OF INCOME For the nine months ended September 30, 2015 (In thousands) Parent Company Cal Water All Other Subsidiaries Consolidating Adjustments Consolidated Operating revenue $ — $ 422,372 $ 27,570 $ — $ 449,942 Operating expenses: Operations: Water production costs — 152,593 6,068 — 158,661 Administrative and general — 76,271 8,798 — 85,069 Other operations — 46,632 4,973 (378 ) 51,227 Maintenance — 15,148 587 — 15,735 Depreciation and amortization 171 42,659 3,261 (76 ) 46,015 Income tax (benefit) expense (294 ) 20,454 92 756 21,008 Property and other taxes — 13,964 2,072 — 16,036 Total operating (income) expenses (123 ) 367,721 25,851 302 393,751 Net operating income 123 54,651 1,719 (302 ) 56,191 Other Income and Expenses: Non-regulated revenue 1,353 9,674 1,241 (1,728 ) 10,540 Non-regulated expenses, net — (9,283 ) (918 ) — (10,201 ) Income tax expense on other income and expense (549 ) (159 ) (148 ) 725 (131 ) Total other income 804 232 175 (1,003 ) 208 Interest: Interest expense 555 20,751 1,375 (1,350 ) 21,331 Less: capitalized interest — (1,438 ) (34 ) — (1,472 ) Net interest expense 555 19,313 1,341 (1,350 ) 19,859 Equity earnings of subsidiaries 36,168 — — (36,168 ) — Net income $ 36,540 $ 35,570 $ 553 $ (36,123 ) $ 36,540 CALIFORNIA WATER SERVICE GROUP CONDENSED CONSOLIDATING STATEMENT OF INCOME For the nine months ended September 30, 2014 (In thousands) Parent Company Cal Water All Other Subsidiaries Consolidating Adjustments Consolidated Operating revenue $ — $ 434,857 $ 25,258 $ — $ 460,115 Operating expenses: Operations: Water production costs — 167,214 7,083 — 174,297 Administrative and general 67 65,144 7,491 — 72,702 Other — 43,186 5,264 (378 ) 48,072 Maintenance — 14,276 517 — 14,793 Depreciation and amortization 157 43,607 3,104 (80 ) 46,788 Income tax (benefit) expense (184 ) 22,713 (686 ) 741 22,584 Taxes other than income taxes — 13,552 2,049 — 15,601 Total operating expenses 40 369,692 24,822 283 394,837 Net operating (loss) income (40 ) 65,165 436 (283 ) 65,278 Other Income and Expenses: Non-regulated revenue 1,365 11,264 1,193 (1,659 ) 12,163 Non-regulated expenses, net — (10,286 ) (898 ) — (11,184 ) Income tax (expense) on other income and expense (556 ) (399 ) (144 ) 708 (391 ) Net other income 809 579 151 (951 ) 588 Interest: Interest expense 228 20,974 1,452 (1,281 ) 21,373 Less: capitalized interest — (790 ) (61 ) — (851 ) Net interest expense 228 20,184 1,391 (1,281 ) 20,522 Equity earnings of subsidiaries 44,803 — — (44,803 ) — Net income (loss) $ 45,344 $ 45,560 $ (804 ) $ (44,756 ) $ 45,344 CALIFORNIA WATER SERVICE GROUP CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the nine months ended September 30, 2015 (In thousands) Parent Company Cal Water All Other Subsidiaries Consolidating Adjustments Consolidated Operating activities: Net income $ 36,540 $ 35,570 $ 553 $ (36,123 ) $ 36,540 Adjustments to reconcile net income to net cash provided by operating activities: Equity earnings of subsidiaries (36,168 ) — — 36,168 — Dividends received from affiliates 24,047 — — (24,047 ) — Depreciation and amortization 171 43,768 3,543 (76 ) 47,406 Changes in value of life insurance contracts — 758 — — 758 Changes in operating assets and liabilities (910 ) (9,088 ) 8,436 (94 ) (1,656 ) Other changes in noncurrent assets and liabilities 3,030 35,324 (5,003 ) 125 33,476 Net cash provided by operating activities 26,710 106,332 7,529 (24,047 ) 116,524 Investing activities: Utility plant expenditures — (114,325 ) (3,984 ) — (118,309 ) Investment in affiliates (1,000 ) — — 1,000 — Changes in affiliate advances (3,116 ) 2,918 (82 ) 280 — Proceeds from affiliates long-term debt 767 — — (767 ) — Purchase of life insurance contracts — (1,855 ) — — (1,855 ) Changes in restricted cash — (241 ) — — (241 ) Net cash (used in) investing activities (3,349 ) (113,503 ) (4,066 ) 513 (120,405 ) Financing Activities: Short-term borrowings 2,500 80,000 — — 82,500 Repayment of short-term borrowings — (25,000 ) — — (25,000 ) Debt issuance costs (399 ) (798 ) — (1,197 ) Investment from affiliates — — 1,000 (1,000 ) — Changes in affiliate advances — 2,965 (2,685 ) (280 ) — Repayment of affiliates long-term borrowings — — (767 ) 767 — Proceeds from long-term debt — — 50 — 50 Repayment of long-term debt — (2,480 ) (398 ) — (2,878 ) Advances and contributions in aid for construction — 10,682 59 — 10,741 Refunds of advances for construction — (5,014 ) (36 ) — (5,050 ) Dividends paid to non-affiliates (24,047 ) — — — (24,047 ) Dividends paid to affiliates — (23,754 ) (293 ) 24,047 — Net cash (used in) provided by financing activities (21,946 ) 36,601 (3,070 ) 23,534 35,119 Change in cash and cash equivalents 1,415 29,430 393 — 31,238 Cash and cash equivalents at beginning of period 4,108 13,929 1,550 — 19,587 Cash and cash equivalents at end of period $ 5,523 $ 43,359 $ 1,943 $ — $ 50,825 CALIFORNIA WATER SERVICE GROUP CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the nine months ended September 30, 2014 (In thousands) Parent Company Cal Water All Other Subsidiaries Consolidating Adjustments Consolidated Operating activities: Net income (loss) $ 45,344 $ 45,560 $ (804 ) $ (44,756 ) $ 45,344 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Equity earnings of subsidiaries (44,803 ) — — 44,803 — Dividends received from affiliates 23,295 — — (23,295 ) — Depreciation and amortization 157 45,059 3,345 (80 ) 48,481 Change in value of life insurance contracts — (501 ) — — (501 ) Changes in operating assets and liabilities (68 ) (7,969 ) 1,540 (6,497 ) Other changes in noncurrent assets and liabilities 2,160 11,539 (392 ) 33 13,340 Net cash provided by operating activities 26,085 93,688 3,689 (23,295 ) 100,167 Investing activities: Utility plant expenditures — (81,505 ) (4,753 ) — (86,258 ) Investment in affiliates (46,850 ) — — 46,850 — Changes in affiliate advances (5,455 ) 4,778 (200 ) 877 — Proceeds from affiliates long-term debt 699 — — (699 ) — Purchase of life insurance contracts — (3,207 ) — — (3,207 ) Changes in restricted cash — 354 — — 354 Net cash (used in) investing activities (51,606 ) (79,580 ) (4,953 ) 47,028 (89,111 ) Financing Activities: Short-term borrowings 64,900 35,000 — — 99,900 Repayment of short-term borrowings (20,000 ) (65,000 ) — — (85,000 ) Investment from affiliates — 42,000 4,850 (46,850 ) — Changes in affiliate advances (48 ) 1,814 (889 ) (877 ) — Repayment of affiliates long-term borrowings — (699 ) 699 — Repayment of long-term debt — (2,919 ) (1,685 ) — (4,604 ) Advances and contributions in aid for construction — 8,239 541 — 8,780 Refunds of advances for construction — (4,809 ) (49 ) — (4,858 ) Dividends paid to non-affiliates (23,295 ) — — — (23,295 ) Dividends paid to affiliates (23,005 ) (290 ) 23,295 — Net cash (used in) provided by financing activities 21,557 (8,680 ) 1,779 (23,733 ) (9,077 ) Change in cash and cash equivalents (3,964 ) 5,428 515 — 1,979 Cash and cash equivalents at beginning of period 5,280 20,790 1,436 — 27,506 Cash and cash equivalents at end of period $ 1,316 $ 26,218 $ 1,951 $ — $ 29,485 |