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 September 30, 2016 and December 31, 2015, the condensed consolidating statements of income for the three months ended September 30, 2016 and 2015, condensed consolidating statements of income for the nine months ended September 30, 2016 and 2015, and the condensed consolidating statements of cash flows for the nine months ended September 30, 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. No other subsidiary of the Company guarantees the securities. 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 September 30, 2016 (In thousands) Parent Company Cal Water All Other Subsidiaries Consolidating Adjustments Consolidated ASSETS Utility plant: Utility plant $ 1,317 $ 2,471,314 $ 202,200 $ (7,196 ) $ 2,667,635 Less accumulated depreciation and amortization (776 ) (799,057 ) (51,946 ) 1,895 (849,884 ) Net utility plant 541 1,672,257 150,254 (5,301 ) 1,817,751 Current assets: Cash and cash equivalents 1,987 13,928 5,436 — 21,351 Receivables and unbilled revenue — 107,535 5,578 — 113,113 Receivables from affiliates 23,313 300 246 (23,859 ) — Other current assets 179 15,449 1,035 — 16,663 Total current assets 25,479 137,212 12,295 (23,859 ) 151,127 Other assets: Regulatory assets — 359,926 3,671 — 363,597 Investments in affiliates 659,828 — — (659,828 ) — Long-term affiliate notes receivable 24,206 — — (24,206 ) — Other assets 1,103 49,482 3,188 (205 ) 53,568 Total other assets 685,137 409,408 6,859 (684,239 ) 417,165 TOTAL ASSETS $ 711,157 $ 2,218,877 $ 169,408 $ (713,399 ) $ 2,386,043 CAPITALIZATION AND LIABILITIES Capitalization: Common stockholders’ equity $ 652,012 $ 588,183 $ 76,970 $ (665,153 ) $ 652,012 Affiliate long-term debt — — 24,206 (24,206 ) — Long-term debt, less current maturities — 554,748 788 — 555,536 Total capitalization 652,012 1,142,931 101,964 (689,359 ) 1,207,548 Current liabilities: Current maturities of long-term debt — 5,661 469 — 6,130 Short-term borrowings 57,100 — — — 57,100 Payables to affiliates — 2,034 21,825 (23,859 ) — Accounts payable — 81,161 2,891 — 84,052 Accrued expenses and other liabilities 2,045 58,141 (3,540 ) 53 56,699 Total current liabilities 59,145 146,997 21,645 (23,806 ) 203,981 Unamortized investment tax credits — 1,872 — — 1,872 Deferred income taxes — 275,596 7,613 (236 ) 282,973 Pension and postretirement benefits other than pensions — 237,341 — — 237,341 Regulatory liabilities and other — 87,633 3,081 — 90,714 Advances for construction — 181,454 547 — 182,001 Contributions in aid of construction — 145,053 34,560 — 179,613 TOTAL CAPITALIZATION AND LIABILITIES $ 711,157 $ 2,218,877 $ 169,410 $ (713,401 ) $ 2,386,043 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 September 30, 2016 (In thousands) Parent Company Cal Water All Other Subsidiaries Consolidating Adjustments Consolidated Operating revenue $ — $ 173,223 $ 11,045 $ — $ 184,268 Operating expenses: Operations: Water production costs — 68,045 2,130 — 70,175 Administrative and general — 21,679 2,165 — 23,844 Other operations — 18,037 1,692 (168 ) 19,561 Maintenance — 5,322 223 — 5,545 Depreciation and amortization 57 14,777 1,074 (24 ) 15,884 Income tax (benefit) expense (105 ) 12,165 920 267 13,247 Property and other taxes — 5,182 775 — 5,957 Total operating (income) expenses (48 ) 145,207 8,979 75 154,213 Net operating income 48 28,016 2,066 (75 ) 30,055 Other income and expenses: Non-regulated revenue 464 3,024 541 (632 ) 3,397 Non-regulated expenses — (2,170 ) (347 ) — (2,517 ) Income tax expense on other income and expenses (189 ) (345 ) (73 ) 258 (349 ) Total other income 275 509 121 (374 ) 531 Interest: Interest expense 201 8,259 488 (463 ) 8,485 Less: capitalized interest — (759 ) (15 ) — (774 ) Net interest expense 201 7,500 473 (463 ) 7,711 Equity earnings of subsidiaries 22,753 — — (22,753 ) — Net income $ 22,875 $ 21,025 $ 1,714 $ (22,739 ) $ 22,875 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 expenses (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 nine months ended September 30, 2016 (In thousands) Parent Company Cal Water All Other Subsidiaries Consolidating Adjustments Consolidated Operating revenue $ — $ 428,592 $ 29,848 $ — $ 458,440 Operating expenses: Operations: Water production costs — 162,933 5,900 — 168,833 Administrative and general — 67,289 7,748 — 75,037 Other operations — 53,128 5,016 (378 ) 57,766 Maintenance — 16,854 688 — 17,542 Depreciation and amortization 171 44,427 3,246 (72 ) 47,772 Income tax (benefit) expense (292 ) 17,356 1,366 762 19,192 Property and other taxes — 15,241 2,198 — 17,439 Total operating (income) expenses (121 ) 377,228 26,162 312 403,581 Net operating income 121 51,364 3,686 (312 ) 54,859 Other income and expenses: Non-regulated revenue 1,390 9,659 1,338 (1,798 ) 10,589 Non-regulated expenses — (7,422 ) (884 ) — (8,306 ) Income tax expense on other income and expenses (566 ) (909 ) (172 ) 733 (914 ) Net other income 824 1,328 282 (1,065 ) 1,369 Interest: Interest expense 547 24,421 1,435 (1,419 ) 24,984 Less: capitalized interest — (2,293 ) (48 ) — (2,341 ) Net interest expense 547 22,128 1,387 (1,419 ) 22,643 Equity earnings of subsidiaries 33,187 — — (33,187 ) — Net income $ 33,585 $ 30,564 $ 2,581 $ (33,145 ) $ 33,585 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 expenses (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 CASH FLOWS For the nine months ended September 30, 2016 (In thousands) Parent Company Cal Water All Other Subsidiaries Consolidating Adjustments Consolidated Operating activities: Net income $ 33,585 $ 30,564 $ 2,581 $ (33,145 ) $ 33,585 Adjustments to reconcile net income to net cash provided by operating activities: Equity earnings of subsidiaries (33,187 ) — — 33,187 — Dividends received from affiliates 24,807 — — (24,807 ) — Depreciation and amortization 171 45,466 3,381 (72 ) 48,946 Changes in value of life insurance contracts — (915 ) — — (915 ) Changes in operating assets and liabilities 1,844 12,552 (6,623 ) 54 7,827 Other changes in noncurrent assets and liabilities (250 ) 24,726 9,297 (24 ) 33,749 Net cash provided by operating activities 26,970 112,393 8,636 (24,807 ) 123,192 Investing activities: Utility plant expenditures — (163,179 ) (3,227 ) — (166,406 ) Changes in affiliate advances (957 ) 4,419 (319 ) (3,143 ) — Reduction of affiliate short-term borrowings 2,000 42,100 — (44,100 ) — Issuance of affiliate short-term borrowings (4,615 ) (20,600 ) — 25,215 — Reduction of affiliates long-term debt 829 — — (829 ) — Life insurance proceeds — 495 — — 495 Purchase of life insurance contracts — (2,710 ) — — (2,710 ) Changes in restricted cash — (685 ) — — (685 ) Net cash used in investing activities (2,743 ) (140,160 ) (3,546 ) (22,857 ) (169,306 ) Financing Activities: Short-term borrowings 44,100 61,000 — — 105,100 Repayment of short-term borrowings (20,615 ) (61,000 ) — — (81,615 ) Changes in affiliate advances — 1,367 (4,510 ) 3,143 — Proceeds from affiliate short-term borrowings 20,600 — 4,615 (25,215 ) — Repayment of affiliate short-term borrowings (42,100 ) — (2,000 ) 44,100 — Repayment of affiliates long-term borrowings — — (829 ) 829 — Proceeds from long-term debt, net of issuance costs — 49,823 — — 49,823 Repayment of long-term debt — (2,516 ) (349 ) — (2,865 ) Advances and contributions in aid of construction — 18,096 90 — 18,186 Refunds of advances for construction — (5,172 ) (22 ) — (5,194 ) Dividends paid to non-affiliates — (24,173 ) (634 ) — (24,807 ) Dividends paid to affiliates (24,807 ) — — 24,807 — Net cash (used in) provided by financing activities (22,822 ) 37,425 (3,639 ) 47,664 58,628 Change in cash and cash equivalents 1,405 9,658 1,451 — 12,514 Cash and cash equivalents at beginning of period 582 4,270 3,985 — 8,837 Cash and cash equivalents at end of period $ 1,987 $ 13,928 $ 5,436 $ — $ 21,351 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 Change 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 of 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 |