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 June 30, 2018 and December 31, 2017, the Condensed Consolidating Statements of Income for the three and six months ended June 30, 2018 and 2017, and the Condensed Consolidating Statements of Cash Flows for the six months ended June 30, 2018 and 2017 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 six months ended June 30, 2018 and 2017 reflect the retrospective adoption of ASU 2016-18 (refer to Note 2 for more details). The Condensed Consolidating Statements of Income for the three and six months ended June 30, 2017 reflect the retrospective adoption of ASU 2017-07 (refer to Note 2 for more details). CALIFORNIA WATER SERVICE GROUP CONDENSED CONSOLIDATING BALANCE SHEET As of June 30, 2018 (In thousands) Parent Company Cal Water All Other Subsidiaries Consolidating Adjustments Consolidated ASSETS Utility plant: Utility plant $ 1,321 $ 2,890,709 $ 209,783 $ (7,197 ) $ 3,094,616 Less accumulated depreciation and amortization (966 ) (908,107 ) (57,333 ) 2,054 (964,352 ) Net utility plant 355 1,982,602 152,450 (5,143 ) 2,130,264 Current assets: Cash and cash equivalents 2,048 24,494 7,126 — 33,668 Receivables and unbilled revenue 1 129,007 5,000 — 134,008 Receivables from affiliates 23,616 771 207 (24,594 ) — Other current assets 293 19,812 1,789 — 21,894 Total current assets 25,958 174,084 14,122 (24,594 ) 189,570 Other assets: Regulatory assets — 401,325 3,972 — 405,297 Investments in affiliates 690,883 — — (690,883 ) — Long-term affiliate notes receivable 25,601 — — (25,601 ) — Other assets 59 60,707 3,821 (204 ) 64,383 Total other assets 716,543 462,032 7,793 (716,688 ) 469,680 TOTAL ASSETS $ 742,856 $ 2,618,718 $ 174,365 $ (746,425 ) $ 2,789,514 CAPITALIZATION AND LIABILITIES Capitalization: Common stockholders’ equity $ 685,932 $ 618,145 $ 77,963 $ (696,108 ) $ 685,932 Affiliate long-term debt — — 25,601 (25,601 ) — Long-term debt, less current maturities — 413,800 730 — 414,530 Total capitalization 685,932 1,031,945 104,294 (721,709 ) 1,100,462 Current liabilities: Current maturities of long-term debt — 104,720 304 — 105,024 Short-term borrowings 55,100 270,000 — — 325,100 Payables to affiliates — 709 23,885 (24,594 ) — Accounts payable — 89,872 3,160 — 93,032 Accrued expenses and other liabilities 69 95,475 3,600 — 99,144 Total current liabilities 55,169 560,776 30,949 (24,594 ) 622,300 Unamortized investment tax credits — 1,724 — — 1,724 Deferred income taxes 1,755 191,704 2,772 (122 ) 196,109 Pension and postretirement benefits other than pensions — 256,431 — — 256,431 Regulatory liabilities and other — 235,289 3,623 — 238,912 Advances for construction — 184,787 499 — 185,286 Contributions in aid of construction — 156,062 32,228 — 188,290 TOTAL CAPITALIZATION AND LIABILITIES $ 742,856 $ 2,618,718 $ 174,365 $ (746,425 ) $ 2,789,514 CALIFORNIA WATER SERVICE GROUP CONDENSED CONSOLIDATING BALANCE SHEET As of December 31, 2017 (In thousands) Parent Company Cal Water All Other Subsidiaries Consolidating Adjustments Consolidated ASSETS Utility plant: Utility plant $ 1,321 $ 2,771,259 $ 204,795 $ (7,196 ) $ 2,970,179 Less accumulated depreciation and amortization (919 ) (868,762 ) (54,543 ) 2,010 (922,214 ) Net utility plant 402 1,902,497 150,252 (5,186 ) 2,047,965 Current assets: Cash and cash equivalents 4,728 80,940 9,108 — 94,776 Receivables and unbilled revenue — 110,928 4,526 — 115,454 Receivables from affiliates 19,952 4,093 43 (24,088 ) — Other current assets 80 16,569 994 — 17,643 Total current assets 24,760 212,530 14,671 (24,088 ) 227,873 Other assets: Regulatory assets — 397,333 3,814 — 401,147 Investments in affiliates 698,690 — — (698,690 ) — Long-term affiliate notes receivable 26,441 — — (26,441 ) — Other assets 192 59,581 3,822 (205 ) 63,390 Total other assets 725,323 456,914 7,636 (725,336 ) 464,537 TOTAL ASSETS $ 750,485 $ 2,571,941 $ 172,559 $ (754,610 ) $ 2,740,375 CAPITALIZATION AND LIABILITIES Capitalization: Common stockholders’ equity $ 693,462 $ 626,300 77,647 $ (703,947 ) $ 693,462 Affiliate long-term debt — — 26,441 (26,441 ) — Long-term debt, less current maturities — 514,952 841 — 515,793 Total capitalization 693,462 1,141,252 104,929 (730,388 ) 1,209,255 Current liabilities: Current maturities of long-term debt — 15,598 322 — 15,920 Short-term borrowings 55,100 220,000 — — 275,100 Payables to affiliates — 580 23,508 (24,088 ) — Accounts payable — 90,561 3,394 — 93,955 Accrued expenses and other liabilities 271 104,002 1,711 — 105,984 Total current liabilities 55,371 430,741 28,935 (24,088 ) 490,959 Unamortized investment tax credits — 1,724 — — 1,724 Deferred income taxes 1,652 189,004 2,424 (134 ) 192,946 Pension and postretirement benefits other than pensions — 252,141 — — 252,141 Regulatory and other liabilities — 220,779 3,348 — 224,127 Advances for construction — 181,979 523 — 182,502 Contributions in aid of construction — 154,321 32,400 — 186,721 TOTAL CAPITALIZATION AND LIABILITIES $ 750,485 $ 2,571,941 $ 172,559 $ (754,610 ) $ 2,740,375 CALIFORNIA WATER SERVICE GROUP CONDENSED CONSOLIDATING STATEMENT OF INCOME For the three months ended June 30, 2018 (In thousands) Parent Company Cal Water All Other Subsidiaries Consolidating Adjustments Consolidated Operating revenue $ — $ 162,296 $ 10,336 $ — $ 172,632 Operating expenses: Operations: Water production costs — 63,209 2,164 — 65,373 Administrative and general — 22,047 2,336 — 24,383 Other operations — 19,138 1,732 (146 ) 20,724 Maintenance — 5,192 197 — 5,389 Depreciation and amortization 24 19,664 1,286 (21 ) 20,953 Income tax (benefit) expense (122 ) 3,940 328 201 4,347 Property and other taxes — 5,682 725 — 6,407 Total operating (income) expenses (98 ) 138,872 8,768 34 147,576 Net operating income 98 23,424 1,568 (34 ) 25,056 Other income and expenses: Non-regulated revenue 557 4,739 252 (703 ) 4,845 Non-regulated expenses — (5,975 ) (140 ) — (6,115 ) Other components of net periodic benefit cost — (2,337 ) (126 ) — (2,463 ) Allowance for equity funds used during construction — 710 — — 710 Income tax (expense) benefit on other income and expenses (156 ) 783 (5 ) 197 819 Net other income (loss) 401 (2,080 ) (19 ) (506 ) (2,204 ) Interest: Interest expense 411 9,718 562 (557 ) 10,134 Allowance for borrowed funds used during construction — (270 ) (34 ) — (304 ) Net interest expense 411 9,448 528 (557 ) 9,830 Equity earnings of subsidiaries 12,934 — — (12,934 ) — Net income $ 13,022 $ 11,896 $ 1,021 $ (12,917 ) $ 13,022 CALIFORNIA WATER SERVICE GROUP CONDENSED CONSOLIDATING STATEMENT OF INCOME For the three months ended June 30, 2017 (In thousands) Parent Company Cal Water All Other Subsidiaries Consolidating Adjustments Consolidated Operating revenue $ — $ 161,174 $ 9,958 $ — $ 171,132 Operating expenses: Operations: Water production costs — 62,089 2,042 — 64,131 Administrative and general — 18,907 2,506 — 21,413 Other operations — 16,729 1,725 (126 ) 18,328 Maintenance — 4,509 199 — 4,708 Depreciation and amortization 26 18,102 1,113 (23 ) 19,218 Income tax (benefit) expense (123 ) 10,012 454 263 10,606 Property and other taxes — 5,315 742 — 6,057 Total operating (income) expenses (97 ) 135,663 8,781 114 144,461 Net operating income 97 25,511 1,177 (114 ) 26,671 Other income and expenses: Non-regulated revenue 496 3,469 396 (622 ) 3,739 Non-regulated expenses — (1,428 ) (186 ) — (1,614 ) Other components of net periodic benefit cost — (2,240 ) (143 ) — (2,383 ) Allowance for equity funds used during construction — 879 — — 879 Income tax expense on other income and expenses (202 ) (278 ) (19 ) 253 (246 ) Net other income 294 402 48 (369 ) 375 Interest: Interest expense 275 8,795 505 (496 ) 9,079 Allowance for borrowed funds used during construction — (542 ) (22 ) — (564 ) Net interest expense 275 8,253 483 (496 ) 8,515 Equity earnings of subsidiaries 18,415 — — (18,415 ) — Net income $ 18,531 $ 17,660 $ 742 $ (18,402 ) $ 18,531 CALIFORNIA WATER SERVICE GROUP CONDENSED CONSOLIDATING STATEMENT OF INCOME For the six months ended June 30, 2018 (In thousands) Parent Company Cal Water All Other Subsidiaries Consolidating Adjustments Consolidated Operating revenue $ — $ 285,866 $ 19,013 $ — $ 304,879 Operating expenses: Operations: Water production costs — 108,832 4,147 — 112,979 Administrative and general — 45,653 5,049 — 50,702 Other operations — 35,355 3,301 (292 ) 38,364 Maintenance — 10,436 392 — 10,828 Depreciation and amortization 47 39,277 2,387 (43 ) 41,668 Income tax (benefit) expense (200 ) 3,600 320 398 4,118 Property and other taxes — 11,689 1,422 — 13,111 Total operating (income) expenses (153 ) 254,842 17,018 63 271,770 Net operating income 153 31,024 1,995 (63 ) 33,109 Other income and expenses: Non-regulated revenue 1,088 8,983 572 (1,379 ) 9,264 Non-regulated expenses — (11,268 ) (284 ) — (11,552 ) Other components of net periodic benefit cost — (4,784 ) (225 ) — (5,009 ) Allowance for equity funds used during construction — 1,621 — — 1,621 Income tax (expense) benefit on other income and expenses (304 ) 1,524 (29 ) 386 1,577 Net other income (loss) 784 (3,924 ) 34 (993 ) (4,099 ) Interest: Interest expense 669 18,652 1,099 (1,088 ) 19,332 Allowance for borrowed funds used during construction — (728 ) (71 ) — (799 ) Net interest expense 669 17,924 1,028 (1,088 ) 18,533 Equity earnings of subsidiaries 10,209 — — (10,209 ) — Net income $ 10,477 $ 9,176 $ 1,001 $ (10,177 ) $ 10,477 CALIFORNIA WATER SERVICE GROUP CONDENSED CONSOLIDATING STATEMENT OF INCOME For the six months ended June 30, 2017 (In thousands) Parent Company Cal Water All Other Subsidiaries Consolidating Adjustments Consolidated Operating revenue $ — $ 274,516 $ 18,652 $ — $ 293,168 Operating expenses: Operations: Water production costs — 102,278 3,921 — 106,199 Administrative and general — 39,028 5,131 — 44,159 Other operations — 31,129 3,575 (252 ) 34,452 Maintenance — 10,415 405 — 10,820 Depreciation and amortization 49 36,213 2,203 (46 ) 38,419 Income tax (benefit) expense (226 ) 9,066 362 520 9,722 Property and other taxes (4 ) 10,727 1,450 — 12,173 Total operating (income) expenses (181 ) 238,856 17,047 222 255,944 Net operating income 181 35,660 1,605 (222 ) 37,224 Other income and expenses: Non-regulated revenue 977 6,604 850 (1,230 ) 7,201 Non-regulated expenses — (3,175 ) (493 ) — (3,668 ) Other components of net periodic benefit cost — (4,595 ) (291 ) — (4,886 ) Allowance for equity funds used during construction — 1,658 — — 1,658 Income tax expense on other income and expenses (398 ) (1,161 ) (77 ) 501 (1,135 ) Net other income (loss) 579 (669 ) (11 ) (729 ) (830 ) Interest: Interest expense 510 17,265 991 (977 ) 17,789 Allowance for borrowed funds used during construction — (1,018 ) (40 ) — (1,058 ) Net interest expense 510 16,247 951 (977 ) 16,731 Equity earnings of subsidiaries 19,413 — — (19,413 ) — Net income $ 19,663 $ 18,744 $ 643 $ (19,387 ) $ 19,663 CALIFORNIA WATER SERVICE GROUP CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the six months ended June 30, 2018 (In thousands) Parent Company Cal Water All Other Subsidiaries Consolidating Adjustments Consolidated Operating activities: Net income $ 10,477 $ 9,176 $ 1,001 $ (10,177 ) $ 10,477 Adjustments to reconcile net income to net cash provided by operating activities: Equity earnings of subsidiaries (10,209 ) — — 10,209 — Dividends received from affiliates 18,017 — — (18,017 ) — Depreciation and amortization 47 40,146 2,432 (43 ) 42,582 Changes in value of life insurance contracts — 817 — — 817 Allowance for equity funds used during construction — (1,621 ) — — (1,621 ) Changes in operating assets and liabilities (417 ) (16,439 ) 467 — (16,389 ) Other changes in noncurrent assets and liabilities 1,610 11,653 431 11 13,705 Net cash provided by operating activities 19,525 43,732 4,331 (18,017 ) 49,571 Investing activities: Utility plant expenditures — (128,683 ) (5,217 ) — (133,900 ) Changes in affiliate advances 58 3,323 (194 ) (3,187 ) — Issuance of affiliate short-term borrowings (3,700 ) — — 3,700 — Reduction of affiliates long-term debt 818 — — (818 ) — Life insurance proceeds — 2,054 — — 2,054 Purchase of life insurance contracts — (2,054 ) — — (2,054 ) Net cash used in investing activities (2,824 ) (125,360 ) (5,411 ) (305 ) (133,900 ) Financing Activities: Short-term borrowings — 111,000 — — 111,000 Repayment of short-term borrowings — (61,000 ) — — (61,000 ) Changes in affiliate advances — 129 (3,316 ) 3,187 — Proceeds from affiliate short-term borrowings — — 3,700 (3,700 ) — Repayment of affiliates long-term borrowings — — (818 ) 818 — Repayment of long-term debt — (12,136 ) (128 ) — (12,264 ) Advances and contributions in aid of construction — 8,029 356 — 8,385 Refunds of advances for construction — (3,489 ) (9 ) — (3,498 ) Repurchase of common stock (1,364 ) — — — (1,364 ) Dividends paid to non-affiliates (18,017 ) — — — (18,017 ) Dividends paid to affiliates — (17,330 ) (687 ) 18,017 — Net cash (used in) provided by financing activities (19,381 ) 25,203 (902 ) 18,322 23,242 Change in cash, cash equivalents, and restricted cash (2,680 ) (56,425 ) (1,982 ) — (61,087 ) Cash, cash equivalents, and restricted cash at beginning of period 4,728 81,453 9,171 — 95,352 Cash, cash equivalents, and restricted cash at end of period $ 2,048 $ 25,028 $ 7,189 — $ 34,265 CALIFORNIA WATER SERVICE GROUP CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the six months ended June 30, 2017 (In thousands) Parent Company Cal Water All Other Subsidiaries Consolidating Adjustments Consolidated Operating activities: Net income $ 19,663 $ 18,744 $ 643 $ (19,387 ) $ 19,663 Adjustments to reconcile net income to net cash provided by operating activities: Equity earnings of subsidiaries (19,413 ) — — 19,413 — Dividends received from affiliates 17,278 — — (17,278 ) — Depreciation and amortization 47 37,074 2,253 (46 ) 39,328 Changes in value of life insurance contracts — (1,208 ) — — (1,208 ) Allowance for equity funds used during construction — (1,658 ) — — (1,658 ) Changes in operating assets and liabilities (172 ) (40,755 ) 841 — (40,086 ) Other changes in noncurrent assets and liabilities 1,520 17,650 497 20 19,687 Net cash provided by operating activities 18,923 29,847 4,234 (17,278 ) 35,726 Investing activities: Utility plant expenditures — (105,684 ) (3,028 ) — (108,712 ) Changes in affiliate advances 429 2,491 (138 ) (2,782 ) — Issuance of affiliate short-term borrowings (2,610 ) — — 2,610 — Reduction of affiliates long-term debt 668 — — (668 ) — Life insurance proceeds — 450 — — 450 Purchase of life insurance contracts — (1,216 ) — — (1,216 ) Net cash used in investing activities (1,513 ) (103,959 ) (3,166 ) (840 ) (109,478 ) Financing Activities: Short-term borrowings — 140,000 — — 140,000 Repayment of short-term borrowings (2,000 ) (45,000 ) — — (47,000 ) Changes in affiliate advances — (238 ) (2,544 ) 2,782 — Proceeds from affiliate short-term borrowings — — 2,610 (2,610 ) — Repayment of affiliates long-term borrowings — — (668 ) 668 — Repayment of long-term debt — (2,161 ) (246 ) — (2,407 ) Advances and contributions in aid for construction — 10,225 87 — 10,312 Refunds of advances for construction — (4,430 ) — — (4,430 ) Repurchase of common stock (1,236 ) — — — (1,236 ) Dividends paid to non-affiliates (17,278 ) — — — (17,278 ) Dividends paid to affiliates — (16,484 ) (794 ) 17,278 — Net cash (used in) provided by financing activities (20,514 ) 81,912 (1,555 ) 18,118 77,961 Change in cash, cash equivalents, and restricted cash (3,104 ) 7,800 (487 ) — 4,209 Cash, cash equivalents, and restricted cash at beginning of period 5,216 13,595 7,124 — 25,935 Cash, cash equivalents, and restricted cash at end of period $ 2,112 $ 21,395 $ 6,637 — $ 30,144 |