CONDENSED CONSOLIDATING FINANCIAL STATEMENTS | On October 13, 2015, Cal Water issued $50 million aggregate principal amount of 3.33% First Mortgage Bonds due 2025 and $50.0 million aggregate principal amount of 4.31% First Mortgage Bonds due 2045. On April 17, 2009, Cal Water issued $100.0 million aggregate principal amount of 5.875% First Mortgage Bonds due 2019. On November 17, 2010, Cal Water issued $100.0 million aggregate principal amount of 5.500% First Mortgage Bonds due 2040. All First Mortgage Bonds are fully and unconditionally guaranteed by California Water Service Group (Parent Company). As a result of these guarantee arrangements, we are required to present the following condensed consolidating financial information. The following tables present the condensed consolidating balance sheets as of December 31, 2015 and 2014, the condensed consolidating statements of income for the years ended December 31, 2015, 2014 and 2013, and the condensed consolidating statements of cash flows for the years ended December 31, 2015, 2014, and 2013, 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 subsidiary of California Water Service Group; and (iii) the other 100% owned subsidiaries of California Water Service Group. CALIFORNIA WATER SERVICE GROUP CONDENSED CONSOLIDATING BALANCE SHEET As of December 31, 2015 Parent Cal Water All Other Consolidating Consolidated (In thousands) ASSETS Utility plant: Utility plant $ 1,318 $ 2,313,704 $ 199,121 $ (7,197 ) $ 2,506,946 Less accumulated depreciation and amortization (605 ) (758,362 ) (48,034 ) 1,823 (805,178 ) Net utility plant 713 1,555,342 151,087 (5,374 ) 1,701,768 Current assets: Cash and cash equivalents 582 4,270 3,985 — 8,837 Receivables and unbilled revenue — 100,777 3,728 — 104,505 Receivables from affiliates 19,677 26,219 — (45,896 ) — Other current assets 79 13,077 1,080 14,236 Total current assets 20,338 144,343 8,793 (45,896 ) 127,578 Other assets: Regulatory assets — 358,254 3,639 — 361,893 Investments in affiliates 651,449 — — (651,449 ) — Long-term affiliate notes receivable 25,099 — — (25,099 ) — Other assets 758 50,386 4,616 (904 ) 54,856 Total other assets 677,306 408,640 8,255 (677,452 ) 416,749 $ 698,357 $ 2,108,325 $ 168,135 $ (728,722 ) $ 2,246,095 CAPITALIZATION AND LIABILITIES Capitalization: Common stockholders' equity $ 642,155 $ 581,792 $ 75,024 $ (656,816 ) $ 642,155 Affiliate long-term debt — — 25,099 (25,099 ) — Long-term debt, less current maturities — 511,319 968 512,287 Total capitalization 642,155 1,093,111 101,091 (681,915 ) 1,154,442 Current liabilities: Current maturities of long-term debt — 6,211 389 — 6,600 Short-term borrowings 33,615 — — — 33,615 Payables to affiliates 21,500 667 23,729 (45,896 ) — Accounts payable — 63,814 2,566 — 66,380 Accrued expenses and other liabilities 102 40,173 1,585 — 41,860 Total current liabilities 55,217 110,865 28,269 (45,896 ) 148,455 Unamortized investment tax credits — 1,872 — — 1,872 Deferred income taxes 985 264,823 — (911 ) 264,897 Pension and postretirement benefits other than pensions — 236,266 — — 236,266 Regulatory and other long-term liabilities — 79,477 2,937 — 82,414 Advances for construction — 179,630 542 — 180,172 Contributions in aid of construction — 142,281 35,296 — 177,577 $ 698,357 $ 2,108,325 $ 168,135 $ (728,722 ) $ 2,246,095 CALIFORNIA WATER SERVICE GROUP CONDENSED CONSOLIDATING BALANCE SHEET As of December 31, 2014 Parent Cal Water All Other Consolidating Consolidated (In thousands) 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 and unbilled revenue — 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 — 210,789 4,515 (462 ) 214,842 Pension and postretirement benefits other than pensions — 270,865 — — 270,865 Regulatory and other long-term 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 Year Ended December 31, 2015 Parent Cal Water All Other Consolidating Consolidated (In thousands) Operating revenue $ — $ 552,202 $ 36,166 $ — $ 588,368 Operating expenses: Operations: Purchased water — 168,157 400 — 168,557 Purchased power — 20,282 7,608 — 27,890 Pump taxes — 11,479 — — 11,479 Administrative and general — 101,244 11,866 — 113,110 Other — 61,154 6,599 (505 ) 67,248 Maintenance — 20,659 804 — 21,463 Depreciation and amortization 228 56,911 4,343 (101 ) 61,381 Income tax (benefit) expense (388 ) 23,964 (56 ) 1,008 24,528 Property and other taxes — 18,848 2,711 — 21,559 Total operating (income) expenses (160 ) 482,698 34,275 402 517,215 Net operating income 160 69,504 1,891 (402 ) 71,153 Other income and expenses: Non-regulated revenue 1,787 14,460 1,699 (2,322 ) 15,624 Non-regulated expense — (12,870 ) (1,174 ) — (14,044 ) Gain on sale of non-utility properties — 315 — — 315 Income tax (expense) on other income and expense (728 ) (776 ) (224 ) 967 (761 ) Net other income 1,059 1,129 301 (1,355 ) 1,134 Interest: Interest expense 718 28,450 1,834 (1,817 ) 29,185 Less: capitalized interest — (1,873 ) (42 ) — (1,915 ) Net interest expense 718 26,577 1,792 (1,817 ) 27,270 Equity earnings of subsidiaries 44,516 — — (44,516 ) — Net income $ 45,017 $ 44,056 $ 400 $ (44,456 ) $ 45,017 CALIFORNIA WATER SERVICE GROUP CONDENSED CONSOLIDATING STATEMENT OF INCOME For the Year Ended December 31, 2014 Parent Cal Water All Other Consolidating Consolidated (In thousands) Operating revenue $ — $ 564,508 $ 32,991 $ — $ 597,499 Operating expenses: Operations: Purchased water — 177,561 323 — 177,884 Purchased power — 24,089 9,070 — 33,159 Pump taxes — 12,898 — — 12,898 Administrative and general 66 87,130 10,177 — 97,373 Other — 59,291 7,021 (505 ) 65,807 Maintenance — 19,141 713 — 19,854 Depreciation and amortization 214 56,836 4,274 (107 ) 61,217 Income tax (benefit) expense (275 ) 27,286 (1,248 ) 964 26,727 Property and other taxes — 18,086 2,647 — 20,733 Total operating expenses 5 482,318 32,977 352 515,652 Net operating income (loss) (5 ) 82,190 14 (352 ) 81,847 Other Income and Expenses: Non-regulated revenue 1,811 16,085 1,592 (2,170 ) 17,318 Non-regulated expense — (13,086 ) (1,199 ) — (14,285 ) Gain on sale of non-utility properties — 51 — — 51 Income tax (expense) on other income and expense (738 ) (1,243 ) (184 ) 920 (1,245 ) Net other income 1,073 1,807 209 (1,250 ) 1,839 Interest: Interest expense 394 27,777 1,978 (1,666 ) 28,483 Less: capitalized interest — (1,460 ) (75 ) — (1,535 ) Net interest expense 394 26,317 1,903 (1,666 ) 26,948 Equity earnings of subsidiaries 56,064 — — (56,064 ) — Net income (loss) $ 56,738 $ 57,680 $ (1,680 ) $ (56,000 ) $ 56,738 CALIFORNIA WATER SERVICE GROUP CONDENSED CONSOLIDATING STATEMENT OF INCOME For the Year Ended December 31, 2013 Parent Cal Water All Other Consolidating Consolidated (In thousands) Operating revenue $ — $ 552,327 $ 31,776 $ — $ 584,103 Operating expenses: Operations: Purchased water — 182,503 543 — 183,046 Purchased power — 22,932 9,288 — 32,220 Pump taxes — 10,795 — — 10,795 Administrative and general 69 87,620 10,366 — 98,055 Other — 63,237 7,005 (504 ) 69,738 Maintenance — 16,654 714 — 17,368 Depreciation and amortization 56 54,886 3,490 (112 ) 58,320 Income tax (benefit) expense (304 ) 19,890 (1,880 ) 1,341 19,047 Property and other taxes — 18,679 2,830 — 21,509 Total operating (income) expenses (179 ) 477,196 32,356 725 510,098 Net operating income (loss) 179 75,131 (580 ) (725 ) 74,005 Other Income and Expenses: Non-regulated revenue 2,323 13,606 1,918 (3,052 ) 14,795 Non-regulated expense (337 ) (9,465 ) (1,463 ) — (11,265 ) Income tax (expense) on other income and expense (809 ) (1,687 ) (222 ) 1,296 (1,422 ) Net other income 1,177 2,454 233 (1,756 ) 2,108 Interest: Interest expense 621 30,238 2,585 (2,547 ) 30,897 Less: capitalized interest — (1,662 ) (376 ) — (2,038 ) Net interest expense 621 28,576 2,209 (2,547 ) 28,859 Equity earnings of subsidiaries 46,519 — — (46,519 ) — Net income (loss) $ 47,254 $ 49,009 $ (2,556 ) $ (46,453 ) $ 47,254 CALIFORNIA WATER SERVICE GROUP CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the Year Ended December 31, 2015 Parent Cal Water All Other Consolidating Consolidated (In thousands) Operating activities: Net income $ 45,017 $ 44,056 $ 400 $ (44,456 ) $ 45,017 Adjustments to reconcile net income to net cash provided by operating activities: Equity earnings of subsidiaries (44,516 ) — — 44,516 — Dividends received from affiliates 32,066 — — (32,066 ) — Depreciation and amortization 228 58,385 4,670 (101 ) 63,182 Change in value of life insurance contracts — 218 — — 218 Stock-based compensation 2,578 — — — 2,578 (Gain) on sale of non-utility properties — (315 ) — — (315 ) Changes in deferred income taxes — 24,393 — — 24,393 Changes in operating assets and liabilities (758 ) (6,417 ) 5,392 (94 ) (1,877 ) Other changes in noncurrent assets and liabilities 1,436 14,807 (4,943 ) 135 11,435 Net cash provided by operating activities 36,051 135,127 5,519 (32,066 ) 144,631 Investing activities: Utility plant expenditures — (171,645 ) (5,188 ) — (176,833 ) Proceeds from sale of non-utility assets — 319 — — 319 Investment in affiliates (1,000 ) — — 1,000 — Change in affiliate advances (239 ) (1,111 ) 115 1,235 — Issuance of affiliate short-term borrowings (3,280 ) (21,500 ) — 24,780 — Reduction of affiliate short-term borrowings 3,000 — — (3,000 ) — Reduction of affiliate-long term debt 1,007 — — (1,007 ) — Purchase of life insurance contracts — (2,032 ) — — (2,032 ) Changes in Restricted cash — 288 — — 288 Net cash (used in) investing activities (512 ) (195,681 ) (5,073 ) 23,008 (178,258 ) Financing Activities: Short-term borrowings 15,101 79,202 — — 94,303 Repayment of short-term borrowings (43,600 ) (97,400 ) — — (141,000 ) Investment from affiliates — — 1,000 (1,000 ) — Change in affiliate advances — 397 838 (1,235 ) — Proceeds from affiliate short-term borrowings 21,500 — 3,280 (24,780 ) — Reduction of affiliate short-term borrowings — — (3,000 ) 3,000 — Repayment of affiliate long-term debt — — (1,007 ) 1,007 — Proceeds from long-term debt — 99,293 50 — 99,343 Advances and contributions in aid for construction — 14,195 1,831 — 16,026 Refunds of advances for construction — (6,681 ) (45 ) — (6,726 ) Repayment of long-term debt — (6,528 ) (475 ) — (7,003 ) Dividends paid to non-affiliates (32,066 ) — — — (32,066 ) Dividends paid to affiliates — (31,583 ) (483 ) 32,066 — Net cash provided by (used in) financing activities (39,065 ) 50,895 1,989 9,058 22,877 Change in cash and cash equivalents (3,526 ) (9,659 ) 2,435 — (10,750 ) Cash and cash equivalents at beginning of period 4,108 13,929 1,550 — 19,587 Cash and cash equivalents at end of year $ 582 $ 4,270 $ 3,985 $ — $ 8,837 CALIFORNIA WATER SERVICE GROUP CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the Year Ended December 31, 2014 Parent Cal Water All Other Consolidating Consolidated (In thousands) Operating activities: Net income (loss) $ 56,738 $ 57,680 $ (1,680 ) $ (56,000 ) $ 56,738 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Equity earnings of subsidiaries (56,064 ) — — 56,064 — Dividends received from affiliates 31,063 — — (31,063 ) — Depreciation and amortization 214 58,657 4,558 (107 ) 63,322 Change in value of life insurance contracts — (994 ) — — (994 ) Stock-based compensation 2,195 — — — 2,195 (Gain) on sale of non-utility properties — (51 ) — — (51 ) Changes in deferred income taxes — 34,125 — — 34,125 Changes in operating assets and liabilities 16 (11,803 ) (894 ) — (12,681 ) Other changes in noncurrent assets and liabilities 789 (15,596 ) 243 43 (14,521 ) Net cash provided by operating activities 34,951 122,018 2,227 (31,063 ) 128,133 Investing activities: Utility plant expenditures — (125,048 ) (6,967 ) — (132,015 ) Proceeds from sale of non-utility assets — 57 — — 57 Investment in affiliates (47,650 ) — — 47,650 — Change in affiliate advances (3,200 ) 2,147 (80 ) 1,133 — Reduction of affiliate long-term debt 938 — — (938 ) — Purchase of life insurance contracts — (3,207 ) — — (3,207 ) Changes in Restricted cash — 396 — — 396 Net cash (used in) investing activities (49,912 ) (125,655 ) (7,047 ) 47,845 (134,769 ) Financing Activities: Short-term borrowings 64,900 52,400 — — 117,300 Repayment of short-term borrowings (20,000 ) (65,000 ) — — (85,000 ) Investment from affiliates — 42,000 5,650 (47,650 ) — Change in affiliate advances (48 ) 270 911 (1,133 ) — Repayment of affiliate long-term debt — — (938 ) 938 — Proceeds from long-term debt — — 497 — 497 Repayment of long-term debt — (6,934 ) (1,771 ) — (8,705 ) Advances and contributions in aid for construction — 11,219 1,110 — 12,329 Refunds of advances for construction — (6,529 ) (112 ) — (6,641 ) Dividends paid to non-affiliates (31,063 ) — — — (31,063 ) Dividends paid to affiliates — (30,650 ) (413 ) 31,063 — Net cash provided by (used in) financing activities 13,789 (3,224 ) 4,934 (16,782 ) (1,283 ) Change in cash and cash equivalents (1,172 ) (6,861 ) 114 — (7,919 ) Cash and cash equivalents at beginning of period 5,280 20,790 1,436 — 27,506 Cash and cash equivalents at end of year $ 4,108 $ 13,929 $ 1,550 $ — $ 19,587 California Water Service Group CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the Year Ended December 31, 2013 Parent Cal Water All Other Consolidating Consolidated (In thousands) Operating activities: Net income (loss) $ 47,254 $ 49,009 $ (2,556 ) $ (46,453 ) $ 47,254 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Equity earnings of subsidiaries (46,519 ) — — 46,519 — Dividends received from affiliates 29,619 — — (29,619 ) — Depreciation and amortization 56 56,670 3,636 (112 ) 60,250 Change in value of life insurance contracts — (1,878 ) — — (1,878 ) Stock-based compensation 1,832 — — — 1,832 Changes in deferred income taxes — 9,800 — — 9,800 Changes in operating assets and liabilities 544 226 (5,275 ) 95 (4,410 ) Other changes in noncurrent assets and liabilities (76 ) 11,899 (449 ) (49 ) 11,325 Net cash provided by (used in) operating activities 32,710 125,726 (4,644 ) (29,619 ) 124,173 Investing activities: Utility plant expenditures (712 ) (111,819 ) (10,457 ) — (122,988 ) Investment in affiliates (35,000 ) — — 35,000 — Change in affiliate advances (14,903 ) (2,575 ) 1,210 16,268 — Reduction of affiliate long-term debt 1,227 7,796 — (9,023 ) — Purchase of life insurance — (3,281 ) — — (3,281 ) Restricted cash decrease — 1,073 — — 1,073 Net cash (used in) investing activities (49,388 ) (108,806 ) (9,247 ) 42,245 (125,196 ) Financing Activities: Short-term borrowings 20,615 50,000 — — 70,615 Repayment of short-term borrowings (68,275 ) (45,000 ) — — (113,275 ) Change in affiliate advances (14 ) (1,152 ) 17,434 (16,268 ) — Repayment of affiliate long-term debt (7,796 ) — (1,227 ) 9,023 — Proceeds from long-term debt — — 48 — 48 Repayment of long-term debt — (46,547 ) (701 ) — (47,248 ) Advances and contributions in aid for construction — 10,465 98 — 10,563 Refunds of advances for construction — (6,814 ) (108 ) — (6,922 ) Dividends paid to non-affiliates (29,619 ) — — — (29,619 ) Dividends paid to affiliates — (26,691 ) (2,928 ) 29,619 — Issuance of common stock 105,577 — — — 105,577 Investment from affiliates — 35,000 — (35,000 ) — Net cash provided by (used in) financing activities 20,488 (30,739 ) 12,616 (12,626 ) (10,261 ) Change in cash and cash equivalents 3,810 (13,819 ) (1,275 ) — (11,284 ) Cash and cash equivalents at beginning of year 1,470 34,609 2,711 — 38,790 Cash and cash equivalents at end of year $ 5,280 $ 20,790 $ 1,436 $ — $ 27,506 |