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 September 30, 2019 and December 31, 2018, the Condensed Consolidating Statements of Income for the three and nine months ended September 30, 2019 and 2018, and the Condensed Consolidating Statements of Cash Flows for the nine months ended September 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 September 30, 2019 (In thousands) Parent Company Cal Water All Other Subsidiaries Consolidating Adjustments Consolidated ASSETS Utility plant: Utility plant $ 1,318 $ 3,194,372 $ 222,726 $ (7,197 ) $ 3,411,219 Less accumulated depreciation and amortization (1,083 ) (1,004,387 ) (64,654 ) 2,159 (1,067,965 ) Net utility plant 235 2,189,985 158,072 (5,038 ) 2,343,254 Current assets: Cash and cash equivalents 2,408 39,187 9,662 — 51,257 Receivables and unbilled revenue — 133,281 5,319 — 138,600 Receivables from affiliates 28,896 540 214 (29,650 ) — Other current assets 235 19,435 2,529 — 22,199 Total current assets 31,539 192,443 17,724 (29,650 ) 212,056 Other assets: Regulatory assets — 377,962 4,522 — 382,484 Investments in affiliates 756,177 — — (756,177 ) — Long-term affiliate notes receivable 26,288 — — (26,288 ) — Other assets 460 80,480 4,692 (214 ) 85,460 Total other assets 782,925 458,442 9,214 (782,679 ) 467,944 TOTAL ASSETS $ 814,699 $ 2,840,870 $ 185,010 $ (817,367 ) $ 3,023,254 CAPITALIZATION AND LIABILITIES Capitalization: Common stockholders’ equity $ 757,795 $ 679,037 $ 82,366 $ (761,403 ) $ 757,795 Affiliate long-term debt — — 26,288 (26,288 ) — Long-term debt, net — 807,019 459 — 807,478 Total capitalization 757,795 1,486,056 109,113 (787,691 ) 1,565,273 Current liabilities: Current maturities of long-term debt, net — 5,122 158 — 5,280 Short-term borrowings 55,100 100,000 — — 155,100 Payables to affiliates — 4,906 24,744 (29,650 ) — Accounts payable — 103,748 4,845 — 108,593 Accrued expenses and other liabilities 329 60,621 4,021 — 64,971 Total current liabilities 55,429 274,397 33,768 (29,650 ) 333,944 Unamortized investment tax credits — 1,649 — — 1,649 Deferred income taxes 1,475 224,549 3,213 — 229,237 Pension and postretirement benefits other than pensions — 203,557 — (26 ) 203,557 Regulatory liabilities and other — 253,843 6,953 — 260,812 Advances for construction — 189,781 491 — 190,272 Contributions in aid of construction — 207,038 31,472 — 238,510 TOTAL CAPITALIZATION AND LIABILITIES $ 814,699 $ 2,840,870 $ 185,010 $ (817,367 ) $ 3,023,254 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 September 30, 2019 (In thousands) Parent Company Cal Water All Other Subsidiaries Consolidating Adjustments Consolidated Operating revenue $ — $ 219,261 $ 13,276 $ — $ 232,537 Operating expenses: Operations: Water production costs — 78,048 2,520 — 80,568 Administrative and general — 24,498 2,281 — 26,779 Other operations — 22,872 1,825 (147 ) 24,550 Maintenance — 6,823 242 — 7,065 Depreciation and amortization 23 20,770 1,501 (21 ) 22,273 Income tax (benefit) expense (132 ) 11,332 779 215 12,194 Property and other taxes — 6,620 921 — 7,541 Total operating (income) expenses (109 ) 170,963 10,069 47 180,970 Net operating income 109 48,298 3,207 (47 ) 51,567 Other income and expenses: Non-regulated revenue 599 3,865 399 (745 ) 4,118 Non-regulated expenses — (3,907 ) (444 ) — (4,351 ) Other components of net periodic benefit cost — (1,784 ) (73 ) — (1,857 ) Allowance for equity funds used during construction — 1,868 — — 1,868 Income tax (expense) benefit on other income and expenses (168 ) 268 22 208 330 Net other income (loss) 431 310 (96 ) (537 ) 108 Interest: Interest expense 450 9,820 608 (599 ) 10,279 Allowance for borrowed funds used during construction — (954 ) (74 ) — (1,028 ) Net interest expense 450 8,866 534 (599 ) 9,251 Equity earnings of subsidiaries 42,334 — — (42,334 ) — Net income $ 42,424 $ 39,742 $ 2,577 $ (42,319 ) $ 42,424 CALIFORNIA WATER SERVICE GROUP CONDENSED CONSOLIDATING STATEMENT OF INCOME For the three months ended September 30, 2018 (In thousands) Parent Company Cal Water All Other Subsidiaries Consolidating Adjustments Consolidated Operating revenue $ — $ 208,695 $ 12,593 $ — $ 221,288 Operating expenses: Operations: Water production costs — 76,317 2,501 — 78,818 Administrative and general — 23,878 2,615 — 26,493 Other operations — 20,271 1,816 (144 ) 21,943 Maintenance — 6,538 230 — 6,768 Depreciation and amortization 23 19,632 1,376 (22 ) 21,009 Income tax (benefit) expense (142 ) 10,435 1,271 222 11,786 Property and other taxes — 6,205 937 — 7,142 Total operating (income) expenses (119 ) 163,276 10,746 56 173,959 Net operating income 119 45,419 1,847 (56 ) 47,329 Other income and expenses: Non-regulated revenue 628 4,589 259 (773 ) 4,703 Non-regulated expenses — (4,675 ) (222 ) — (4,897 ) Other components of net periodic benefit cost — (1,834 ) (141 ) — (1,975 ) Allowance for equity funds used during construction — 1,023 — — 1,023 Income tax (expense) benefit on other income and expenses (176 ) 252 13 216 305 Net other income (loss) 452 (645 ) (91 ) (557 ) (841 ) Interest: Interest expense 486 10,443 574 (628 ) 10,875 Allowance for borrowed funds used during construction — (522 ) (38 ) — (560 ) Net interest expense 486 9,921 536 (628 ) 10,315 Equity earnings of subsidiaries 36,088 — — (36,088 ) — Net income $ 36,173 $ 34,853 $ 1,220 $ (36,073 ) $ 36,173 CALIFORNIA WATER SERVICE GROUP CONDENSED CONSOLIDATING STATEMENT OF INCOME For the nine months ended September 30, 2019 (In thousands) Parent Company Cal Water All Other Subsidiaries Consolidating Adjustments Consolidated Operating revenue $ — $ 502,785 $ 34,894 $ — $ 537,679 Operating expenses: Operations: Water production costs — 183,617 7,178 — 190,795 Administrative and general 23 73,908 7,379 — 81,310 Other operations — 59,851 5,499 (437 ) 64,913 Maintenance — 18,469 743 — 19,212 Depreciation and amortization 70 62,471 4,488 (62 ) 66,967 Income tax (benefit) expense (411 ) 12,019 1,265 651 13,524 Property and other taxes — 19,431 2,471 — 21,902 Total operating (income) expenses (318 ) 429,766 29,023 152 458,623 Net operating income 318 73,019 5,871 (152 ) 79,056 Other income and expenses: Non-regulated revenue 1,826 13,374 1,212 (2,263 ) 14,149 Non-regulated expenses — (9,610 ) (860 ) — (10,470 ) Other components of net periodic benefit cost — (4,177 ) (131 ) — (4,308 ) Allowance for equity funds used during construction — 5,087 — — 5,087 Income tax expense on other income and expenses (511 ) (1,028 ) (79 ) 633 (985 ) Net other income 1,315 3,646 142 (1,630 ) 3,473 Interest: Interest expense 1,376 32,141 1,841 (1,826 ) 33,532 Allowance for borrowed funds used during construction — (2,592 ) (191 ) — (2,783 ) Net interest expense 1,376 29,549 1,650 (1,826 ) 30,749 Equity earnings of subsidiaries 51,523 — — (51,523 ) — Net income $ 51,780 $ 47,116 $ 4,363 $ (51,479 ) $ 51,780 CALIFORNIA WATER SERVICE GROUP CONDENSED CONSOLIDATING STATEMENT OF INCOME For the nine months ended September 30, 2018 (In thousands) Parent Company Cal Water All Other Subsidiaries Consolidating Adjustments Consolidated Operating revenue $ — $ 499,173 $ 31,606 $ — $ 530,779 Operating expenses: Operations: Water production costs — 185,149 6,648 — 191,797 Administrative and general — 69,531 7,664 — 77,195 Other operations — 55,626 5,117 (436 ) 60,307 Maintenance — 16,974 622 — 17,596 Depreciation and amortization 70 58,909 3,763 (65 ) 62,677 Income tax (benefit) expense (342 ) 15,081 1,591 620 16,950 Property and other taxes — 17,894 2,359 — 20,253 Total operating (income) expenses (272 ) 419,164 27,764 119 446,775 Net operating income 272 80,009 3,842 (119 ) 84,004 Other income and expenses: Non-regulated revenue 1,716 13,572 831 (2,152 ) 13,967 Non-regulated expenses — (15,943 ) (506 ) — (16,449 ) Other components of net periodic benefit cost — (6,618 ) (366 ) — (6,984 ) Allowance for equity funds used during construction — 2,644 — — 2,644 Income tax (expense) benefit on other income and expenses (480 ) 1,776 (16 ) 602 1,882 Net other income (loss) 1,236 (4,569 ) (57 ) (1,550 ) (4,940 ) Interest: Interest expense 1,155 29,095 1,673 (1,716 ) 30,207 Allowance for borrowed funds used during construction — (1,250 ) (109 ) — (1,359 ) Net interest expense 1,155 27,845 1,564 (1,716 ) 28,848 Equity earnings of subsidiaries 49,863 — — (49,863 ) — Net income $ 50,216 $ 47,595 $ 2,221 $ (49,816 ) $ 50,216 CALIFORNIA WATER SERVICE GROUP CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the nine months ended September 30, 2019 (In thousands) Parent Company Cal Water All Other Subsidiaries Consolidating Adjustments Consolidated Operating activities: Net income $ 51,780 $ 47,116 $ 4,363 $ (51,479 ) $ 51,780 Adjustments to reconcile net income to net cash provided by operating activities: Equity earnings of subsidiaries (51,523 ) — — 51,523 — Dividends received from affiliates 28,507 — — (28,507 ) — Depreciation and amortization 70 63,975 4,539 (62 ) 68,522 Changes in value of life insurance contracts — (3,433 ) — — (3,433 ) Allowance for equity funds used during construction — (5,087 ) — — (5,087 ) Changes in operating assets and liabilities 194 (6,744 ) 1,509 — (5,041 ) Other changes in noncurrent assets and liabilities 5,239 14,560 1,785 18 21,602 Net cash provided by operating activities 34,267 110,387 12,196 (28,507 ) 128,343 Investing activities: Utility plant expenditures — (185,883 ) (9,059 ) — (194,942 ) Changes in affiliate advances (3,199 ) 3,534 (320 ) (15 ) — Issuance of affiliate short-term borrowings (4,300 ) — — 4,300 — Reduction of affiliates long-term debt 1,462 — — (1,462 ) — Purchase of life insurance contracts — (2,216 ) — — (2,216 ) Net cash used in investing activities (6,037 ) (184,565 ) (9,379 ) 2,823 (197,158 ) Financing Activities: Short-term borrowings — 210,000 — — 210,000 Repayment of short-term borrowings — (120,000 ) — — (120,000 ) Changes in affiliate advances (17 ) 4,419 (4,417 ) 15 — Proceeds from affiliate short-term borrowings — — 4,300 (4,300 ) — Repayment of affiliates long-term borrowings — — (1,462 ) 1,462 — Issuance of long term debt, net of expenses — 398,431 — — 398,431 Repayment of long-term debt — (401,417 ) (213 ) — (401,630 ) Advances and contributions in aid of construction — 21,176 90 — 21,266 Refunds of advances for construction — (5,560 ) — — (5,560 ) Repurchase of common stock (2,355 ) — — — (2,355 ) Issuance of common stock 1,278 — — — 1,278 Dividends paid to non-affiliates (28,507 ) — — — (28,507 ) Dividends paid to affiliates — (27,419 ) (1,088 ) 28,507 — Net cash (used in) provided by financing activities (29,601 ) 79,630 (2,790 ) 25,684 72,923 Change in cash, cash equivalents, and restricted cash (1,371 ) 5,452 27 — 4,108 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 $ 2,408 $ 39,690 $ 9,725 — $ 51,823 CALIFORNIA WATER SERVICE GROUP CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the nine months ended September 30, 2018 (In thousands) Parent Company Cal Water All Other Subsidiaries Consolidating Adjustments Consolidated Operating activities: Net income $ 50,216 $ 47,595 $ 2,221 $ (49,816 ) $ 50,216 Adjustments to reconcile net income to net cash provided by operating activities: Equity earnings of subsidiaries (49,863 ) — — 49,863 — Dividends received from affiliates 27,029 — — (27,029 ) — Depreciation and amortization 70 60,298 3,828 (65 ) 64,131 Changes in value of life insurance contracts — 124 — — 124 Allowance for equity funds used during construction — (2,644 ) — — (2,644 ) Changes in operating assets and liabilities (281 ) 6,135 1,178 — 7,032 Other changes in noncurrent assets and liabilities 2,518 (3,881 ) 1,989 18 644 Net cash provided by operating activities 29,689 107,627 9,216 (27,029 ) 119,503 Investing activities: Utility plant expenditures 4 (205,218 ) (7,642 ) — (212,856 ) Changes in affiliate advances (975 ) 3,198 (269 ) (1,954 ) — Issuance of affiliate short-term borrowings (23,700 ) — — 23,700 — Reduction of affiliates long-term debt 1,224 — — (1,224 ) — Life insurance proceeds — 3,491 — — 3,491 Purchase of life insurance contracts — (4,925 ) — — (4,925 ) Net cash used in investing activities (23,447 ) (203,454 ) (7,911 ) 20,522 (214,290 ) Financing Activities: Short-term borrowings 20,000 121,000 — — 141,000 Repayment of short-term borrowings — (341,000 ) — — (341,000 ) Changes in affiliate advances — 1,129 (3,083 ) 1,954 — Proceeds from affiliate short-term borrowings — 20,000 3,700 (23,700 ) — Repayment of affiliates long-term borrowings — — (1,224 ) 1,224 — Issuance of long-term debt, net of expenses — 299,383 — — 299,383 Repayment of long-term debt — (12,299 ) (200 ) — (12,499 ) Advances and contributions in aid for construction — 13,288 342 — 13,630 Refunds of advances for construction — (5,452 ) (10 ) — (5,462 ) Repurchase of common stock (1,496 ) — — — (1,496 ) Dividends paid to non-affiliates (27,029 ) — — — (27,029 ) Dividends paid to affiliates — (25,959 ) (1,070 ) 27,029 — Net cash (used in) provided by financing activities (8,525 ) 70,090 (1,545 ) 6,507 66,527 Change in cash, cash equivalents, and restricted cash (2,283 ) (25,737 ) (240 ) — (28,260 ) 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 $ 2,445 $ 55,716 $ 8,931 — $ 67,092 |