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, 2017 and December 31, 2016, the condensed consolidating statements of income for the three and nine months ended September 30, 2017 and 2016, and the condensed consolidating statements of cash flows for the nine months ended September 30, 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 nine months ended September 30, 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 September 30, 2017 (In thousands) Parent Company Cal Water All Other Subsidiaries Consolidating Adjustments Consolidated ASSETS Utility plant: Utility plant $ 1,321 $ 2,695,106 $ 203,435 $ (7,196 ) $ 2,892,666 Less accumulated depreciation and amortization (896 ) (858,386 ) (53,448 ) 1,988 (910,742 ) Net utility plant 425 1,836,720 149,987 (5,208 ) 1,981,924 Current assets: Cash and cash equivalents 2,722 17,851 7,768 — 28,341 Receivables and unbilled revenue — 127,858 5,398 — 133,256 Receivables from affiliates 22,568 703 261 (23,532 ) — Other current assets 184 17,665 1,039 — 18,888 Total current assets 25,474 164,077 14,466 (23,532 ) 180,485 Other assets: Regulatory assets — 376,041 3,843 — 379,884 Investments in affiliates 693,766 — — (693,766 ) — Long-term affiliate notes receivable 24,677 — — (24,677 ) — Other assets 217 56,886 3,912 (204 ) 60,811 Total other assets 718,660 432,927 7,755 (718,647 ) 440,695 TOTAL ASSETS $ 744,559 $ 2,433,724 $ 172,208 $ (747,387 ) $ 2,603,104 CAPITALIZATION AND LIABILITIES Capitalization: Common stockholders’ equity $ 687,723 $ 620,892 $ 78,143 $ (699,035 ) $ 687,723 Affiliate long-term debt — — 24,677 (24,677 ) — Long-term debt, less current maturities — 518,802 898 — 519,700 Total capitalization 687,723 1,139,694 103,718 (723,712 ) 1,207,423 Current liabilities: Current maturities of long-term debt — 35,606 409 — 36,015 Short-term borrowings 55,100 140,000 — — 195,100 Payables to affiliates — 1,257 22,275 (23,532 ) — Accounts payable — 86,374 3,020 — 89,394 Accrued expenses and other liabilities 154 55,607 4,091 — 59,852 Total current liabilities 55,254 318,844 29,795 (23,532 ) 380,361 Unamortized investment tax credits — 1,798 — — 1,798 Deferred income taxes 1,582 325,619 2,448 (143 ) 329,506 Pension and postretirement benefits other than pensions — 227,819 — — 227,819 Regulatory liabilities and other — 87,714 3,292 — 91,006 Advances for construction — 182,298 522 — 182,820 Contributions in aid of construction — 149,938 32,433 — 182,371 TOTAL CAPITALIZATION AND LIABILITIES $ 744,559 $ 2,433,724 $ 172,208 $ (747,387 ) $ 2,603,104 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 For the three months ended September 30, 2017 (In thousands) Parent Company Cal Water All Other Subsidiaries Consolidating Adjustments Consolidated Operating revenue $ — $ 199,002 $ 12,729 $ — $ 211,731 Operating expenses: Operations: Water production costs — 73,061 2,200 — 75,261 Administrative and general — 22,362 2,524 — 24,886 Other operations — 18,979 2,356 (127 ) 21,208 Maintenance — 5,729 328 — 6,057 Depreciation and amortization 21 18,115 1,117 (22 ) 19,231 Income tax (benefit) expense (136 ) 16,190 1,028 266 17,348 Property and other taxes — 5,680 864 — 6,544 Total operating (income) expenses (115 ) 160,116 10,417 117 170,535 Net operating income 115 38,886 2,312 (117 ) 41,196 Other income and expenses: Non-regulated revenue 505 3,218 450 (631 ) 3,542 Non-regulated expenses — (2,151 ) (425 ) — (2,576 ) Allowance for equity funds used during construction — 1,105 — — 1,105 Income tax expense on other income and expenses (206 ) (885 ) (7 ) 257 (841 ) Total other income 299 1,287 18 (374 ) 1,230 Interest: Interest expense 313 8,951 525 (505 ) 9,284 Allowance for borrowed funds used during construction — (684 ) (23 ) — (707 ) Net interest expense 313 8,267 502 (505 ) 8,577 Equity earnings of subsidiaries 33,748 — — (33,748 ) — Net income $ 33,849 $ 31,906 $ 1,828 $ (33,734 ) $ 33,849 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 nine months ended September 30, 2017 (In thousands) Parent Company Cal Water All Other Subsidiaries Consolidating Adjustments Consolidated Operating revenue $ — $ 473,518 $ 31,381 $ — $ 504,899 Operating expenses: Operations: Water production costs — 175,339 6,121 — 181,460 Administrative and general — 65,985 7,946 — 73,931 Other operations — 50,108 5,931 (379 ) 55,660 Maintenance — 16,144 733 — 16,877 Depreciation and amortization 70 54,328 3,320 (68 ) 57,650 Income tax (benefit) expense (362 ) 24,344 1,331 786 26,099 Property and other taxes (4 ) 16,407 2,314 — 18,717 Total operating (income) expenses (296 ) 402,655 27,696 339 430,394 Net operating income 296 70,863 3,685 (339 ) 74,505 Other income and expenses: Non-regulated revenue 1,482 9,822 1,300 (1,861 ) 10,743 Non-regulated expenses — (5,326 ) (918 ) — (6,244 ) Allowance for equity funds used during construction — 2,763 — — 2,763 Income tax expense on other income and expenses (604 ) (2,958 ) (143 ) 758 (2,947 ) Net other income 878 4,301 239 (1,103 ) 4,315 Interest: Interest expense 823 26,216 1,516 (1,482 ) 27,073 Allowance for borrowed funds used during construction — (1,702 ) (63 ) — (1,765 ) Net interest expense 823 24,514 1,453 (1,482 ) 25,308 Equity earnings of subsidiaries 53,161 — — (53,161 ) — Net income $ 53,512 $ 50,650 $ 2,471 $ (53,121 ) $ 53,512 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 CASH FLOWS For the nine months ended September 30, 2017 (In thousands) Parent Company Cal Water All Other Subsidiaries Consolidating Adjustments Consolidated Operating activities: Net income $ 53,512 $ 50,650 $ 2,471 $ (53,121 ) $ 53,512 Adjustments to reconcile net income to net cash provided by operating activities: Equity earnings of subsidiaries (53,161 ) — — 53,161 — Dividends received from affiliates 25,920 — — (25,920 ) — Depreciation and amortization 70 55,623 3,392 (69 ) 59,016 Changes in value of life insurance contracts — (1,871 ) — — (1,871 ) Allowance for equity funds used during construction — (2,763 ) — — (2,763 ) Changes in operating assets and liabilities (38 ) (40,941 ) 1,036 — (39,943 ) Other changes in noncurrent assets and liabilities 2,420 37,125 2,263 29 41,837 Net cash provided by operating activities 28,723 97,823 9,162 (25,920 ) 109,788 Investing activities: Utility plant expenditures (4 ) (175,234 ) (5,204 ) — (180,442 ) Changes in affiliate advances (334 ) 2,905 (287 ) (2,284 ) — Issuance of affiliate short-term borrowings (2,610 ) — — 2,610 — Reduction of affiliates long-term debt 1,010 — — (1,010 ) — Life insurance proceeds — 1,558 — — 1,558 Purchase of life insurance contracts — (3,948 ) — — (3,948 ) Changes in restricted cash — (679 ) — — (679 ) Net cash used in investing activities (1,938 ) (175,398 ) (5,491 ) (684 ) (183,511 ) Financing Activities: Short-term borrowings — 185,000 — — 185,000 Repayment of short-term borrowings (2,000 ) (85,000 ) — — (87,000 ) Changes in affiliate advances — 718 (3,002 ) 2,284 — Proceeds from affiliate short-term borrowings — — 2,610 (2,610 ) — Repayment of affiliates long-term borrowings — — (1,010 ) 1,010 — Repayment of long-term debt — (2,336 ) (461 ) — (2,797 ) Advances and contributions in aid of construction — 14,900 64 — 14,964 Refunds of advances for construction — (6,311 ) (5 ) — (6,316 ) Repurchase of common stock (1,359 ) — — — (1,359 ) Dividends paid to non-affiliates (25,920 ) — — — (25,920 ) Dividends paid to affiliates — (24,760 ) (1,160 ) 25,920 — Net cash (used in) provided by financing activities (29,279 ) 82,211 (2,964 ) 26,604 76,572 Change in cash and cash equivalents (2,494 ) 4,636 707 — 2,849 Cash and cash equivalents at beginning of period 5,216 13,215 7,061 — 25,492 Cash and cash equivalents at end of period $ 2,722 $ 17,851 $ 7,768 $ — $ 28,341 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 387 24,726 9,297 (24 ) 34,386 Net cash provided by operating activities 27,607 112,393 8,636 (24,807 ) 123,829 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 for construction — 18,096 90 — 18,186 Refunds of advances for construction — (5,172 ) (22 ) — (5,194 ) Repurchase of common stock (637 ) — — — (637 ) 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 (23,459 ) 37,425 (3,639 ) 47,664 57,991 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 |