Condensed Consolidating Financial Statements | Condensed Consolidating Financial Statements On November 17, 2010, Cal Water issued $100.0 million aggregate principal amount of 5.500% First Mortgage Bonds due 2040, all of which is fully and unconditionally guaranteed by the Company. As a result of this guarantee arrangement, 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, 2019 and December 31, 2018, the Condensed Consolidating Statements of Income for the three and six months ended June 30, 2019 and 2018, and the Condensed Consolidating Statements of Cash Flows for the six months ended June 30, 2019 and 2018 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% CALIFORNIA WATER SERVICE GROUP CONDENSED CONSOLIDATING BALANCE SHEET As of June 30, 2019 (In thousands) Parent Company Cal Water All Other Subsidiaries Consolidating Adjustments Consolidated ASSETS Utility plant: Utility plant $ 1,318 $ 3,132,488 $ 219,556 $ (7,197 ) $ 3,346,165 Less accumulated depreciation and amortization (1,060 ) (981,960 ) (63,079 ) 2,139 (1,043,960 ) Net utility plant 258 2,150,528 156,477 (5,058 ) 2,302,205 Current assets: Cash and cash equivalents 1,523 44,079 8,958 — 54,560 Receivables and unbilled revenue — 121,618 5,743 — 127,361 Receivables from affiliates 27,087 1,219 116 (28,422 ) — Other current assets 379 21,840 1,890 — 24,109 Total current assets 28,989 188,756 16,707 (28,422 ) 206,030 Other assets: Regulatory assets — 369,320 4,299 — 373,619 Investments in affiliates 723,345 — — (723,345 ) — Long-term affiliate notes receivable 26,965 — — (26,965 ) — Other assets 490 77,721 4,766 (236 ) 82,741 Total other assets 750,800 447,041 9,065 (750,546 ) 456,360 TOTAL ASSETS $ 780,047 $ 2,786,325 $ 182,249 $ (784,026 ) $ 2,964,595 CAPITALIZATION AND LIABILITIES Capitalization: Common stockholders’ equity $ 723,164 $ 648,366 $ 80,226 $ (728,592 ) $ 723,164 Affiliate long-term debt — — — — — Long-term debt, net — 807,163 27,495 (26,965 ) 807,693 Total capitalization 723,164 1,455,529 107,721 (755,557 ) 1,530,857 Current liabilities: Current maturities of long-term debt, net — 5,113 199 — 5,312 Short-term borrowings 55,100 110,000 — — 165,100 Payables to affiliates — 2,917 25,505 (28,422 ) — Accounts payable — 93,307 4,069 — 97,376 Accrued expenses and other liabilities 343 59,872 3,386 — 63,601 Total current liabilities 55,443 271,209 33,159 (28,422 ) 331,389 Unamortized investment tax credits — 1,649 — — 1,649 Deferred income taxes 1,440 213,236 2,236 (32 ) 216,880 Pension and postretirement benefits other than pensions — 201,476 — — 201,476 Regulatory liabilities and other — 257,124 6,918 (15 ) 264,027 Advances for construction — 189,152 490 — 189,642 Contributions in aid of construction — 196,950 31,725 — 228,675 TOTAL CAPITALIZATION AND LIABILITIES $ 780,047 $ 2,786,325 $ 182,249 $ (784,026 ) $ 2,964,595 CALIFORNIA WATER SERVICE GROUP CONDENSED CONSOLIDATING BALANCE SHEET As of December 31, 2018 (In thousands) Parent Company Cal Water All Other Subsidiaries Consolidating Adjustments Consolidated ASSETS Utility plant: Utility plant $ 1,318 $ 3,021,437 $ 213,888 $ (7,197 ) $ 3,229,446 Less accumulated depreciation and amortization (1,013 ) (938,072 ) (59,735 ) 2,097 (996,723 ) Net utility plant 305 2,083,365 154,153 (5,100 ) 2,232,723 Current assets: Cash and cash equivalents 3,779 33,763 9,634 — 47,176 Receivables and unbilled revenue 126 118,632 4,201 — 122,959 Receivables from affiliates 21,318 4,074 61 (25,453 ) — Other current assets 80 16,907 1,580 — 18,567 Total current assets 25,303 173,376 15,476 (25,453 ) 188,702 Other assets: Regulatory assets — 349,414 4,155 — 353,569 Investments in affiliates 733,156 — — (733,156 ) — Long-term affiliate notes receivable 27,829 — — (27,829 ) — Other assets 133 58,959 3,821 (203 ) 62,710 Total other assets 761,118 408,373 7,976 (761,188 ) 416,279 TOTAL ASSETS $ 786,726 $ 2,665,114 $ 177,605 $ (791,741 ) $ 2,837,704 CAPITALIZATION AND LIABILITIES Capitalization: Common stockholders’ equity $ 730,157 $ 659,340 79,093 $ (738,433 ) $ 730,157 Affiliate long-term debt — — 27,828 (27,828 ) — Long-term debt, net — 709,444 583 — 710,027 Total capitalization 730,157 1,368,784 107,504 (766,261 ) 1,440,184 Current liabilities: Current maturities of long-term debt, net — 104,664 247 — 104,911 Short-term borrowings 55,100 10,000 — — 65,100 Payables to affiliates 17 488 24,948 (25,453 ) — Accounts payable — 92,310 3,270 — 95,580 Accrued expenses and other liabilities 107 53,655 1,813 — 55,575 Total current liabilities 55,224 261,117 30,278 (25,453 ) 321,166 Unamortized investment tax credits — 1,649 — — 1,649 Deferred income taxes 1,376 210,052 1,648 (43 ) 213,033 Pension and postretirement benefits other than pensions — 193,538 — — 193,538 Regulatory and other liabilities (31 ) 250,720 5,817 16 256,522 Advances for construction — 185,843 499 — 186,342 Contributions in aid of construction — 193,411 31,859 — 225,270 TOTAL CAPITALIZATION AND LIABILITIES $ 786,726 $ 2,665,114 $ 177,605 $ (791,741 ) $ 2,837,704 CALIFORNIA WATER SERVICE GROUP CONDENSED CONSOLIDATING STATEMENT OF INCOME For the three months ended June 30, 2019 (In thousands) Parent Company Cal Water All Other Subsidiaries Consolidating Adjustments Consolidated Operating revenue $ — $ 167,450 $ 11,581 $ — $ 179,031 Operating expenses: Operations: Water production costs — 62,143 2,492 — 64,635 Administrative and general 23 23,207 2,204 — 25,434 Other operations — 20,857 1,829 (144 ) 22,542 Maintenance — 5,423 269 — 5,692 Depreciation and amortization 24 20,814 1,508 (20 ) 22,326 Income tax (benefit) expense (144 ) 3,792 455 218 4,321 Property and other taxes — 6,305 763 — 7,068 Total operating (income) expenses (97 ) 142,541 9,520 54 152,018 Net operating income 97 24,909 2,061 (54 ) 27,013 Other income and expenses: Non-regulated revenue 614 4,881 394 (759 ) 5,130 Non-regulated expenses — (3,665 ) (235 ) — (3,900 ) Other components of net periodic benefit cost — (1,164 ) (28 ) — (1,192 ) Allowance for equity funds used during construction — 1,686 — — 1,686 Income tax expense on other income and expenses (171 ) (486 ) (43 ) 213 (487 ) Net other income 443 1,252 88 (546 ) 1,237 Interest: Interest expense 467 11,708 617 (614 ) 12,178 Allowance for borrowed funds used during construction — (862 ) (62 ) — (924 ) Net interest expense 467 10,846 555 (614 ) 11,254 Equity earnings of subsidiaries 16,923 — — (16,923 ) — Net income $ 16,996 $ 15,315 $ 1,594 $ (16,909 ) $ 16,996 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 $ — $ 164,602 $ 10,336 $ — $ 174,938 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 ) 4,463 328 201 4,870 Property and other taxes — 5,682 725 — 6,407 Total operating (income) expenses (98 ) 139,395 8,768 34 148,099 Net operating income 98 25,207 1,568 (34 ) 26,839 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 14,717 — — (14,717 ) — Net income $ 14,805 $ 13,679 $ 1,021 $ (14,700 ) $ 14,805 CALIFORNIA WATER SERVICE GROUP CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the six months ended June 30, 2019 (In thousands) Parent Company Cal Water All Other Subsidiaries Consolidating Adjustments Consolidated Operating activities: Net income $ 9,356 $ 7,374 $ 1,786 $ (9,160 ) $ 9,356 Adjustments to reconcile net income to net cash provided by operating activities: Equity earnings of subsidiaries (9,189 ) — — 9,189 — Dividends received from affiliates 19,000 — — (19,000 ) — Depreciation and amortization 47 42,717 3,021 (41 ) 45,744 Changes in value of life insurance contracts — (3,147 ) — — (3,147 ) Allowance for equity funds used during construction — (3,219 ) — — (3,219 ) Changes in operating assets and liabilities 63 (16,581 ) (319 ) — (16,837 ) Other changes in noncurrent assets and liabilities 3,763 6,289 1,430 12 11,494 Net cash provided by operating activities 23,040 33,433 5,918 (19,000 ) 43,391 Investing activities: Utility plant expenditures — (116,384 ) (5,552 ) — (121,936 ) Changes in affiliate advances (1,453 ) 2,856 (165 ) (1,238 ) — Issuance of affiliate short-term borrowings (4,300 ) — — 4,300 — Reduction of affiliates long-term debt 848 — — (848 ) — Net cash used in investing activities (4,905 ) (113,528 ) (5,717 ) 2,214 (121,936 ) Financing Activities: Short-term borrowings — 190,000 — — 190,000 Repayment of short-term borrowings — (90,000 ) — — (90,000 ) Changes in affiliate advances (17 ) 2,430 (3,651 ) 1,238 — Proceeds from affiliate short-term borrowings — — 4,300 (4,300 ) — Repayment of affiliates long-term borrowings — — (848 ) 848 — Issuance of long term debt, net of expenses — 398,442 — — 398,442 Repayment of long-term debt — (401,256 ) (102 ) — (401,358 ) Advances and contributions in aid of construction — 12,679 76 — 12,755 Refunds of advances for construction — (3,554 ) (1 ) — (3,555 ) Repurchase of common stock (2,203 ) — — — (2,203 ) Issuance of common stock 829 — — — 829 Dividends paid to non-affiliates (19,000 ) — — — (19,000 ) Dividends paid to affiliates — (18,348 ) (652 ) 19,000 — Net cash (used in) provided by financing activities (20,391 ) 90,393 (878 ) 16,786 85,910 Change in cash, cash equivalents, and restricted cash (2,256 ) 10,298 (677 ) — 7,365 Cash, cash equivalents, and restricted cash at beginning of period 3,779 34,238 9,698 — 47,715 Cash, cash equivalents, and restricted cash at end of period $ 1,523 $ 44,536 $ 9,021 — $ 55,080 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 $ 14,043 $ 12,742 $ 1,001 $ (13,743 ) $ 14,043 Adjustments to reconcile net income to net cash provided by operating activities: Equity earnings of subsidiaries (13,775 ) — — 13,775 — 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 8,087 431 11 10,139 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 for 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 |