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, 2017 and December 31, 2016, the condensed consolidating statements of income (loss) for the three months ended March 31, 2017 and 2016, and the condensed consolidating statements of cash flows for the three months ended March 31, 2017 and 2016 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 three months ended March 31, 2016 reflects the retrospective adoption of ASU 2016-09 (refer to Note 2 Summary of Significant Accounting Policies for more details). CALIFORNIA WATER SERVICE GROUP CONDENSED CONSOLIDATING BALANCE SHEET As of March 31, 2017 (In thousands) Parent Company Cal Water All Other Subsidiaries Consolidating Adjustments Consolidated ASSETS Utility plant: Utility plant $ 1,318 $ 2,567,142 $ 204,969 $ (7,197 ) $ 2,766,232 Less accumulated depreciation and amortization (849 ) (824,791 ) (54,529 ) 1,942 (878,227 ) Net utility plant 469 1,742,351 150,440 (5,255 ) 1,888,005 Current assets: Cash and cash equivalents 3,985 2,618 5,387 — 11,990 Receivables and unbilled revenue — 93,155 3,888 — 97,043 Receivables from affiliates 19,317 2,653 186 (22,156 ) — Other current assets 395 17,743 1,034 — 19,172 Total current assets 23,697 116,169 10,495 (22,156 ) 128,205 Other assets: Regulatory assets — 363,672 3,804 — 367,476 Investments in affiliates 658,889 — — (658,889 ) — Long-term affiliate notes receivable 25,393 — — (25,393 ) — Other assets 274 52,636 3,744 (42 ) 56,612 Total other assets 684,556 416,308 7,548 (684,324 ) 424,088 TOTAL ASSETS $ 708,722 $ 2,274,828 $ 168,483 $ (711,735 ) $ 2,440,298 CAPITALIZATION AND LIABILITIES Capitalization: Common stockholders’ equity $ 651,333 $ 587,853 $ 76,333 $ (664,186 ) $ 651,333 Affiliate long-term debt — — 25,393 (25,393 ) — Long-term debt, less current maturities — 520,815 900 — 521,715 Total capitalization 651,333 1,108,668 102,626 (689,579 ) 1,173,048 Current liabilities: Current maturities of long-term debt — 35,636 503 — 36,139 Short-term borrowings 55,100 75,000 — — 130,100 Payables to affiliates 715 64 21,377 (22,156 ) — Accounts payable — 66,254 3,022 — 69,276 Accrued expenses and other liabilities 141 55,368 2,349 — 57,858 Total current liabilities 55,956 232,322 27,251 (22,156 ) 293,373 Unamortized investment tax credits — 1,798 — — 1,798 Deferred income taxes 1,433 297,254 777 — 299,464 Pension and postretirement benefits other than pensions — 224,851 — — 224,851 Regulatory liabilities and other — 81,129 3,189 — 84,318 Advances for construction — 182,268 547 — 182,815 Contributions in aid of construction — 146,538 34,093 — 180,631 TOTAL CAPITALIZATION AND LIABILITIES $ 708,722 $ 2,274,828 $ 168,483 $ (711,735 ) $ 2,440,298 CALIFORNIA WATER SERVICE GROUP CONDENSED CONSOLIDATING BALANCE SHEET As of December 31, 2016 (In thousands) Parent Company Cal Water All Other Subsidiaries Consolidating Adjustments Consolidated ASSETS Utility plant: Utility plant $ 1,318 $ 2,519,785 $ 203,433 $ (7,197 ) $ 2,717,339 Less accumulated depreciation and amortization (826 ) (805,992 ) (53,163 ) 1,919 (858,062 ) Net utility plant 492 1,713,793 150,270 (5,278 ) 1,859,277 Current assets: Cash and cash equivalents 5,216 13,215 7,061 — 25,492 Receivables and unbilled revenue — 98,850 4,173 — 103,023 Receivables from affiliates 19,566 3,608 8 (23,182 ) — Other current assets 80 12,442 1,032 — 13,554 Total current assets 24,862 128,115 12,274 (23,182 ) 142,069 Other assets: Regulatory assets — 352,139 3,791 — 355,930 Investments in affiliates 666,525 — — (666,525 ) — Long-term affiliate notes receivable 25,744 — — (25,744 ) — Other assets 376 50,361 3,765 (33 ) 54,469 Total other assets 692,645 402,500 7,556 (692,302 ) 410,399 TOTAL ASSETS $ 717,999 $ 2,244,408 $ 170,100 $ (720,762 ) $ 2,411,745 CAPITALIZATION AND LIABILITIES Capitalization: Common stockholders’ equity $ 659,471 $ 595,003 76,833 $ (671,836 ) $ 659,471 Affiliate long-term debt — — 25,744 (25,744 ) — Long-term debt, less current maturities — 530,850 895 — 531,745 Total capitalization 659,471 1,125,853 103,472 (697,580 ) 1,191,216 Current liabilities: Current maturities of long-term debt — 25,657 551 — 26,208 Short-term borrowings 57,100 40,000 — — 97,100 Payables to affiliates — 539 22,643 (23,182 ) — Accounts payable — 74,998 2,815 — 77,813 Accrued expenses and other liabilities 88 47,232 1,789 — 49,109 Total current liabilities 57,188 188,426 27,798 (23,182 ) 250,230 Unamortized investment tax credits — 1,798 — — 1,798 Deferred income taxes 1,340 296,781 803 — 298,924 Pension and postretirement benefits other than pensions — 222,691 — — 222,691 Regulatory and other liabilities — 80,518 3,130 — 83,648 Advances for construction — 181,907 541 — 182,448 Contributions in aid of construction — 146,434 34,356 — 180,790 TOTAL CAPITALIZATION AND LIABILITIES $ 717,999 $ 2,244,408 $ 170,100 $ (720,762 ) $ 2,411,745 CALIFORNIA WATER SERVICE GROUP CONDENSED CONSOLIDATING STATEMENT OF INCOME (LOSS) For the three months ended March 31, 2017 (In thousands) Parent Company Cal Water All Other Subsidiaries Consolidating Adjustments Consolidated Operating revenue $ — $ 113,342 $ 8,694 $ — $ 122,036 Operating expenses: Operations: Water production costs — 40,189 1,879 — 42,068 Administrative and general — 22,476 2,773 — 25,249 Other operations — 14,400 1,850 (126 ) 16,124 Maintenance — 5,906 206 — 6,112 Depreciation and amortization 23 18,111 1,090 (23 ) 19,201 Income tax benefit (103 ) (946 ) (92 ) 257 (884 ) Property and other taxes (4 ) 5,412 708 — 6,116 Total operating (income) expenses (84 ) 105,548 8,414 108 113,986 Net operating income 84 7,794 280 (108 ) 8,050 Other income and expenses: Non-regulated revenue 481 3,135 454 (608 ) 3,462 Non-regulated expenses — (1,747 ) (307 ) — (2,054 ) Allowance for equity funds used during construction (Note 2) — 779 — — 779 Income tax expense on other income and expenses (196 ) (883 ) (58 ) 248 (889 ) Total other income 285 1,284 89 (360 ) 1,298 Interest: Interest expense 235 8,470 486 (481 ) 8,710 Allowance for borrowed funds used during construction (Note 2) — (476 ) (18 ) — (494 ) Net interest expense 235 7,994 468 (481 ) 8,216 Equity earnings of subsidiaries 998 — — (998 ) — Net income (loss) $ 1,132 $ 1,084 $ (99 ) $ (985 ) $ 1,132 CALIFORNIA WATER SERVICE GROUP CONDENSED CONSOLIDATING STATEMENT OF INCOME (LOSS) 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) expense (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) benefit on other income and expenses (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 earnings of subsidiaries (937 ) — — 937 — Net loss $ (798 ) $ (889 ) $ (62 ) $ 951 $ (798 ) CALIFORNIA WATER SERVICE GROUP CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the three months ended March 31, 2017 (In thousands) Parent Company Cal Water All Other Subsidiaries Consolidating Adjustments Consolidated Operating activities: Net income (loss) $ 1,132 $ 1,084 $ (99 ) $ (985 ) $ 1,132 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Equity earnings of subsidiaries (998 ) — — 998 — Dividends received from affiliates 8,634 — — (8,634 ) — Depreciation and amortization 23 18,542 1,116 (23 ) 19,658 Allowance for equity funds used during construction — (779 ) — — (779 ) Changes in value of life insurance contracts — (319 ) — — (319 ) Changes in operating assets and liabilities (67 ) (11,003 ) 696 — (10,374 ) Other changes in noncurrent assets and liabilities 483 4,241 245 10 4,979 Net cash provided by operating activities 9,207 11,766 1,958 (8,634 ) 14,297 Investing activities: Utility plant expenditures — (50,509 ) (1,344 ) — (51,853 ) Changes in affiliate advances 593 955 (175 ) (1,373 ) — Issuance of affiliate short-term borrowings (325 ) — 325 — Reduction of affiliates long-term debt 332 — — (332 ) — Life insurance proceeds — 450 — — 450 Purchase of life insurance contracts — (836 ) — — (836 ) Changes in restricted cash — (260 ) — — (260 ) Net cash provided by (used in) investing activities 600 (50,200 ) (1,519 ) (1,380 ) (52,499 ) Financing Activities: Short-term borrowings — 35,000 — — 35,000 Repayment of short-term borrowings (2,000 ) — — — (2,000 ) Changes in affiliate advances 715 (475 ) (1,613 ) 1,373 — Proceeds from affiliate short-term borrowings — — 325 (325 ) — Repayment of affiliate long-term borrowings — — (332 ) 332 — Repayment of long-term debt — (170 ) (116 ) — (286 ) Advances and contributions in aid of construction — 3,952 23 — 3,975 Refunds of advances for construction — (2,236 ) — — (2,236 ) Repurchase of common stock (1,119 ) — — — (1,119 ) Dividends paid to non-affiliates (8,634 ) — — — (8,634 ) Dividends paid to affiliates — (8,234 ) (400 ) 8,634 — Net cash (used in) provided by financing activities (11,038 ) 27,837 (2,113 ) 10,014 24,700 Change in cash and cash equivalents (1,231 ) (10,597 ) (1,674 ) — (13,502 ) Cash and cash equivalents at beginning of period 5,216 13,215 7,061 — 25,492 Cash and cash equivalents at end of period $ 3,985 $ 2,618 $ 5,387 $ — $ 11,990 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 earnings of subsidiaries 937 — — (937 ) — Dividends received from affiliates 8,258 — — (8,258 ) — Depreciation and amortization 57 15,277 1,144 (24 ) 16,454 Change 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 621 4,432 7 10 5,070 Net cash provided by operating activities 8,795 28,277 2,678 (8,258 ) 31,492 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 affiliates 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 affiliates 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 ) Repurchase of common stock (466 ) — — — (466 ) 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 (8,739 ) 47,471 (1,345 ) 10,555 47,942 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 |