Condensed Consolidating Financial Statements | 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 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 March 31, 2016 and December 31, 2015, the condensed consolidating statements of income for the three months ended March 31, 2016 and 2015, and the condensed consolidating statements of cash flows for the three months ended March 31, 2016 and 2015 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. The condensed consolidating balance sheet as of December 31, 2015 reflects the retrospective adoption of ASU 2015-03 (refer to Note 2. Summary of Significant Accounting Policies for more details). CALIFORNIA WATER SERVICE GROUP CONDENSED CONSOLIDATING BALANCE SHEET As of March 31, 2016 (In thousands) Parent Company Cal Water All Other Subsidiaries Consolidating Adjustments Consolidated ASSETS Utility plant: Utility plant $ 1,318 $ 2,366,430 $ 200,236 $ (7,197 ) $ 2,560,787 Less accumulated depreciation and amortization (662 ) (772,988 ) (49,305 ) 1,847 (821,108 ) Net utility plant 656 1,593,442 150,931 (5,350 ) 1,739,679 Current assets: Cash and cash equivalents 707 26,512 3,659 — 30,878 Receivables and unbilled revenue — 97,211 4,003 — 101,214 Receivables from affiliates 19,902 23,851 78 (43,831 ) — Other current assets 367 15,004 1,058 — 16,429 Total current assets 20,976 162,578 8,798 (43,831 ) 148,521 Other assets: Regulatory assets — 357,586 3,663 — 361,249 Investments in affiliates 642,254 — — (642,254 ) — Long-term affiliate notes receivable 24,806 — — (24,806 ) — Other assets 564 46,009 4,699 (916 ) 50,356 Total other assets 667,624 403,595 8,362 (667,976 ) 411,605 TOTAL ASSETS $ 689,256 $ 2,159,615 $ 168,091 $ (717,157 ) $ 2,299,805 CAPITALIZATION AND LIABILITIES Capitalization: Common stockholders’ equity $ 632,967 $ 572,846 $ 74,761 $ (647,607 ) $ 632,967 Affiliate long-term debt — — 24,806 (24,806 ) — Long-term debt, less current maturities — 556,813 1,036 — 557,849 Total capitalization 632,967 1,129,659 100,603 (672,413 ) 1,190,816 Current liabilities: Current maturities of long-term debt — 5,655 458 — 6,113 Short-term borrowings 34,500 — — — 34,500 Payables to affiliates 20,600 568 22,663 (43,831 ) — Accounts payable — 62,276 3,078 — 65,354 Accrued expenses and other liabilities 109 49,313 2,754 — 52,176 Total current liabilities 55,209 117,812 28,953 (43,831 ) 158,143 Unamortized investment tax credits — 1,872 — — 1,872 Deferred income taxes 1,080 263,986 — (913 ) 264,153 Pension and postretirement benefits other than pensions — 239,164 — — 239,164 Regulatory liabilities and other — 85,035 2,983 — 88,018 Advances for construction — 179,653 557 — 180,210 Contributions in aid of construction — 142,434 34,995 — 177,429 TOTAL CAPITALIZATION AND LIABILITIES $ 689,256 $ 2,159,615 $ 168,091 $ (717,157 ) $ 2,299,805 CALIFORNIA WATER SERVICE GROUP CONDENSED CONSOLIDATING BALANCE SHEET As of December 31, 2015 (In thousands) Parent Company Cal Water All Other Subsidiaries Consolidating Adjustments Consolidated 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 45,544 4,616 (904 ) 50,014 Total other assets 677,306 403,798 8,255 (677,452 ) 411,907 TOTAL ASSETS $ 698,357 $ 2,103,483 $ 168,135 $ (728,722 ) $ 2,241,253 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 — 507,034 968 — 508,002 Total capitalization 642,155 1,088,826 101,091 (681,915 ) 1,150,157 Current liabilities: Current maturities of long-term debt — 5,654 389 — 6,043 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 55,217 110,308 28,269 (45,896 ) 147,898 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 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 TOTAL CAPITALIZATION AND LIABILITIES $ 698,357 $ 2,103,483 $ 168,135 $ (728,722 ) $ 2,241,253 CALIFORNIA WATER SERVICE GROUP CONDENSED CONSOLIDATING STATEMENT OF INCOME For the three months ended March 31, 2016 (In thousands) Parent Company Cal Water All Other Subsidiaries Consolidating Adjustments Consolidated Operating revenue $ — $ 113,027 $ 8,700 $ — $ 121,727 Operating expenses: Operations: Water production costs — 39,245 1,824 — 41,069 Administrative and general — 24,943 2,884 — 27,827 Other operations — 17,726 1,702 (126 ) 19,302 Maintenance — 5,840 223 — 6,063 Depreciation and amortization 57 14,915 1,098 (24 ) 16,046 Income tax benefit (94 ) (1,037 ) (51 ) 257 (925 ) Property and other taxes — 5,390 685 — 6,075 Total operating (income) expenses (37 ) 107,022 8,365 107 115,457 Net operating income 37 6,005 335 (107 ) 6,270 Other Income and Expenses: Non-regulated revenue 464 3,196 374 (606 ) 3,428 Non-regulated expenses — (2,705 ) (275 ) — (2,980 ) Income tax (expense) on other income and expense (189 ) (200 ) (39 ) 247 (181 ) Total other income 275 291 60 (359 ) 267 Interest: Interest expense 173 7,899 473 (480 ) 8,065 Less: capitalized interest — (714 ) (16 ) — (730 ) Net interest expense 173 7,185 457 (480 ) 7,335 Equity loss of subsidiaries (937 ) — — 937 — Net loss $ (798 ) $ (889 ) $ (62 ) $ 951 $ (798 ) CALIFORNIA WATER SERVICE GROUP CONDENSED CONSOLIDATING STATEMENT OF INCOME For the three months ended March 31, 2015 (In thousands) Parent Company Cal Water All Other Subsidiaries Consolidating Adjustments Consolidated Operating revenue $ — $ 114,507 $ 7,478 $ — $ 121,985 Operating expenses: Operations: Water production costs — 43,376 1,826 — 45,202 Administrative and general — 24,855 2,840 — 27,695 Other — 14,270 1,699 (126 ) 15,843 Maintenance — 4,264 193 — 4,457 Depreciation and amortization 57 14,203 1,084 (25 ) 15,319 Income tax (benefit) expense (68 ) 930 (453 ) 204 613 Taxes other than income taxes — 4,750 609 — 5,359 Total operating expenses (11 ) 106,648 7,798 53 114,488 Net operating income (loss) 11 7,859 (320 ) (53 ) 7,497 Other Income and Expenses: Non-regulated revenue 454 2,873 398 (478 ) 3,247 Non-regulated expenses, net — (2,032 ) (211 ) — (2,243 ) Income tax (expense) on other income and expense (185 ) (343 ) (69 ) 194 (403 ) Net other income 269 498 118 (284 ) 601 Interest: Interest expense 110 6,860 451 (352 ) 7,069 Less: capitalized interest — (533 ) (13 ) — (546 ) Net interest expense 110 6,327 438 (352 ) 6,523 Equity earnings of subsidiaries 1,405 — — (1,405 ) — Net income (loss) $ 1,575 $ 2,030 $ (640 ) $ (1,390 ) $ 1,575 CALIFORNIA WATER SERVICE GROUP CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the three months ended March 31, 2016 (In thousands) Parent Company Cal Water All Other Subsidiaries Consolidating Adjustments Consolidated Operating activities: Net loss $ (798 ) $ (889 ) $ (62 ) $ 951 $ (798 ) Adjustments to reconcile net loss to net cash provided by operating activities: Equity loss of subsidiaries 937 — — (937 ) — Dividends received from affiliates 8,258 — — (8,258 ) — Depreciation and amortization 57 15,277 1,144 (24 ) 16,454 Changes in value of life insurance contracts — 43 — — 43 Changes in operating assets and liabilities (280 ) 9,414 1,589 — 10,723 Other changes in noncurrent assets and liabilities 155 4,432 7 10 4,604 Net cash provided by operating activities 8,329 28,277 2,678 (8,258 ) 31,026 Investing activities: Utility plant expenditures — (54,944 ) (1,519 ) — (56,463 ) Changes in affiliate advances 40 1,468 (140 ) (1,368 ) — Reduction of affiliate short-term borrowings — 21,500 — (21,500 ) — Issuance of affiliate short-term borrowings (250 ) (20,600 ) — 20,850 — Reduction of affiliate long-term debt 279 — — (279 ) — Life insurance proceeds — 495 — — 495 Purchase of life insurance contracts — (960 ) — — (960 ) Changes in restricted cash — (465 ) — — (465 ) Net cash provided by (used in) investing activities 69 (53,506 ) (1,659 ) (2,297 ) (57,393 ) Financing Activities: Short-term borrowings 21,500 33,000 — — 54,500 Repayment of short-term borrowings (20,615 ) (33,000 ) — — (53,615 ) Changes in affiliate advances — (98 ) (1,270 ) 1,368 — Proceeds from affiliate short-term borrowings 20,600 — 250 (20,850 ) Repayment of affiliate short-term borrowings (21,500 ) — — 21,500 Repayment of affiliate long-term borrowings — — (279 ) 279 — Proceeds from long-term debt, net of expenses — 49,823 216 — 50,039 Repayment of long-term debt — (175 ) (79 ) — (254 ) Advances and contributions in aid for construction — 7,590 18 — 7,608 Refunds of advances for construction — (1,611 ) (1 ) — (1,612 ) Dividends paid to non-affiliates (8,258 ) — — — (8,258 ) Dividends paid to affiliates — (8,058 ) (200 ) 8,258 — Net cash (used in) provided by financing activities (8,273 ) 47,471 (1,345 ) 10,555 48,408 Change in cash and cash equivalents 125 22,242 (326 ) — 22,041 Cash and cash equivalents at beginning of period 582 4,270 3,985 — 8,837 Cash and cash equivalents at end of period $ 707 $ 26,512 $ 3,659 $ — $ 30,878 CALIFORNIA WATER SERVICE GROUP CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the three months ended March 31, 2015 (In thousands) Parent Company Cal Water All Other Subsidiaries Consolidating Adjustments Consolidated Operating activities: Net income (loss) $ 1,575 $ 2,030 $ (640 ) $ (1,390 ) $ 1,575 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Equity earnings of subsidiaries (1,405 ) — — 1,405 — Dividends received from affiliates 8,007 — — (8,007 ) — Depreciation and amortization 57 14,575 1,129 (25 ) 15,736 Change in value of life insurance contracts — (161 ) — — (161 ) Changes in operating assets and liabilities (1,151 ) (2,185 ) 6,624 (84 ) 3,204 Other changes in noncurrent assets and liabilities 1,109 10,717 (5,385 ) 94 6,535 Net cash provided by operating activities 8,192 24,976 1,728 (8,007 ) 26,889 Investing activities: Utility plant expenditures — (33,793 ) (1,254 ) — (35,047 ) Investment in affiliates (1,000 ) — — 1,000 — Changes in affiliate advances (3,220 ) 2,725 (172 ) 667 — Proceeds from affiliates long-term debt 243 — — (243 ) — Changes in restricted cash — (26 ) — — (26 ) Net cash used in investing activities (3,977 ) (31,094 ) (1,426 ) 1,424 (35,073 ) Financing Activities: Short-term borrowings — 30,000 — — 30,000 Investment from affiliates — — 1,000 (1,000 ) — Changes in affiliate advances — 1,309 (642 ) (667 ) — Repayment of affiliates long-term borrowings — — (243 ) 243 — Proceeds from long-term debt — — 50 — 50 Repayment of long-term debt — (197 ) (141 ) — (338 ) Advances and contributions in aid for construction — 1,759 18 — 1,777 Refunds of advances for construction — (1,573 ) (1 ) — (1,574 ) Dividends paid to non-affiliates (8,007 ) — — — (8,007 ) Dividends paid to affiliates — (7,909 ) (98 ) 8,007 — Net cash (used in) provided by financing activities (8,007 ) 23,389 (57 ) 6,583 21,908 Change in cash and cash equivalents (3,792 ) 17,271 245 — 13,724 Cash and cash equivalents at beginning of period 4,108 13,929 1,550 — 19,587 Cash and cash equivalents at end of period $ 316 $ 31,200 $ 1,795 $ — $ 33,311 |