CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

12 Months Ended

Dec. 31, 2012

CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

16 CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

        On April 17, 2009, Cal Water issued $100 million aggregate principal amount of 5.875% First Mortgage Bonds due 2019, and on November 17, 2010, Cal Water issued $100 million aggregate principal amount of 5.500% First Mortgage Bonds due 2040, all of which are fully and unconditionally guaranteed by California Water Service Group (Parent Company). The following tables present the condensed consolidating statements of income of California Water Service Group (Guarantor and Parent), Cal Water (issuer and 100% owned consolidated subsidiary of California Water Service Group) and other 100% owned subsidiaries of the Company for the years ended December 31, 2012, 2011 and 2010, the condensed consolidating statements of cash flows for the 12-months ended December 31, 2012, 2011, and 2010, and the condensed consolidating balance sheets as of December 31, 2012 and 2011.

CALIFORNIA WATER SERVICE GROUP
CONDENSED CONSOLIDATING BALANCE SHEET
As of December 31, 2012

	Parent Company			Cal Water			All Other Subsidiaries			Consolidating Adjustments			Consolidated
	(In thousands)
ASSETS
Utility plant:
Utility plant	$	606		$	1,927,190		$	175,764		$	(7,197	)	$	2,096,363
Less accumulated depreciation and amortization		(108	)		(607,992	)		(32,710	)		1,503			(639,307	)
Net utility plant		498			1,319,198			143,054			(5,694	)		1,457,056
Current assets:
Cash and cash equivalents		1,470			34,609			2,711			—			38,790
Receivables		—			87,482			3,833			—			91,315
Receivables from affiliates		19,367			3,195			1,152			(23,714	)		—
Other current assets		—			15,535			924			—			16,459
Total current assets		20,837			140,821			8,620			(23,714	)		146,564
Other assets:
Regulatory assets		—			341,877			2,542			—			344,419
Investments in affiliates		492,188			—			—			(492,188	)		—
Long-term affiliate notes receivable		31,218			7,781			—			(38,999	)		—
Other assets		1,023			40,005			7,062			(205	)		47,885
Total other assets		524,429			389,663			9,604			(531,392	)		392,304
	$	545,764		$	1,849,682		$	161,278		$	(560,800	)	$	1,995,924
CAPITALIZATION AND LIABILITIES
Capitalization:
Common stockholders' equity	$	473,712		$	442,923		$	54,774		$	(497,697	)	$	473,712
Affiliate long-term debt		7,781			—			31,218			(38,999	)		—
Long-term debt, less current maturities		—			431,433			3,034			—			434,467
Total capitalization		481,493			874,356			89,026			(536,696	)		908,179
Current liabilities:
Current maturities of long-term debt		—			46,104			679			—			46,783
Short-term borrowings		64,475			25,000			—			—			89,475
Payables to affiliates		77			1,152			22,485			(23,714	)		—
Accounts payable		—			41,352			5,847			—			47,199
Accrued expenses and other liabilities		298			58,293			1,019			—			59,610
Total current liabilities		64,850			171,901			30,030			(23,714	)		243,067
Unamortized investment tax credits		—			2,180			—			—			2,180
Deferred income taxes, net		(579	)		155,481			4,334			(390	)		158,846
Pension and postretirement benefits other than pensions		—			244,901			—			—			244,901
Regulatory and other liabilities		—			83,942			8,651			—			92,593
Advances for construction		—			186,753			831			—			187,584
Contributions in aid of construction		—			130,168			28,406			—			158,574
	$	545,764		$	1,849,682		$	161,278		$	(560,800	)	$	1,995,924

CALIFORNIA WATER SERVICE GROUP
CONDENSED CONSOLIDATING BALANCE SHEET
As of December 31, 2011

	Parent Company			Cal Water			All Other Subsidiaries			Consolidating Adjustments			Consolidated
	(In thousands)
ASSETS
Utility plant:
Utility plant	$	324		$	1,808,568		$	158,688		$	(7,199	)	$	1,960,381
Less accumulated depreciation and amortization		(51	)		(551,345	)		(29,251	)		1,385			(579,262	)
Net utility plant		273			1,257,223			129,437			(5,814	)		1,381,119
Current assets:
Cash and cash equivalents		89			18,475			8,639			—			27,203
Receivables		158			76,227			(4,797	)		—			71,588
Receivables from affiliates		7,817			3,446			5			(11,268	)		—
Other current assets		—			14,225			872			—			15,097
Total current assets		8,064			112,373			4,719			(11,268	)		113,888
Other assets:
Regulatory assets		—			317,564			2,334			—			319,898
Investments in affiliates		466,515			—			—			(466,515	)		—
Long-term affiliate notes receivable		28,921			7,832			—			(36,753	)		—
Other assets		1,144			31,662			7,081			(205	)		39,682
Total other assets		496,580			357,058			9,415			(503,473	)		359,580
	$	504,917		$	1,726,654		$	143,571		$	(520,555	)	$	1,854,587
CAPITALIZATION AND LIABILITIES
Capitalization:
Common stockholders' equity	$	449,829		$	417,810		$	54,377		$	(472,187	)	$	449,829
Affiliate long-term debt		7,832			—			28,921			(36,753	)		—
Long-term debt, less current maturities		—			477,998			3,634			—			481,632
Total capitalization		457,661			895,808			86,932			(508,940	)		931,461
Current liabilities:
Current maturities of long-term debt		—			5,851			682			—			6,533
Short-term borrowings		47,140			—			—			—			47,140
Payables to affiliates		52			190			11,026			(11,268	)		—
Accounts payable		—			47,568			4,010			—			51,578
Accrued expenses and other liabilities		625			46,462			(547	)		84			46,624
Total current liabilities		47,817			100,071			15,171			(11,184	)		151,875
Unamortized investment tax credits		—			2,254			—			—			2,254
Deferred income taxes, net		(561	)		113,925			3,435			(431	)		116,368
Pension and postretirement benefits other than pensions		—			232,110			—			—			232,110
Regulatory and other liabilities		—			71,034			8,016			—			79,050
Advances for construction		—			185,902			1,376			—			187,278
Contributions in aid of construction		—			125,550			28,641			—			154,191
	$	504,917		$	1,726,654		$	143,571		$	(520,555	)	$	1,854,587

CALIFORNIA WATER SERVICE GROUP
CONDENSED CONSOLIDATING STATEMENT OF INCOME
For the Year Ended December 31, 2012

	Parent Company			Cal Water			All Other Subsidiaries			Consolidating Adjustments			Consolidated
	(In thousands)
Operating revenue	$	—		$	527,449		$	32,517		$	—		$	559,966
Operating expenses:
Operations:
Purchased water		—			160,913			423			—			161,336
Purchased power		—			21,435			9,592			—			31,027
Pump taxes		—			10,336			—			—			10,336
Administrative and general		—			84,399			9,528			—			93,927
Other		—			70,864			6,744			(504	)		77,104
Maintenance		—			18,478			664			—			19,142
Depreciation and amortization		—			52,012			2,774			(118	)		54,668
Income taxes (benefits)		(583	)		18,992			(375	)		1,322			19,356
Taxes other than income taxes		—			16,630			2,597			—			19,227
Total operating expenses (income)		(583	)		454,059			31,947			700			486,123
Net operating income		583			73,390			570			(700	)		73,843
Other Income and Expenses:
Non-regulated revenue		1,919			15,204			2,420			(2,857	)		16,686
Non-regulated expense		—			(9,588	)		(1,965	)		—			(11,553	)
Gain on sale on non-utility property		—			81			—			3			84
Income tax benefit (expense) on other income and expense		(782	)		(2,321	)		(266	)		1,273			(2,096	)
Net other income (expense)		1,137			3,376			189			(1,581	)		3,121
Interest:
Interest expense		1,430			30,328			2,132			(2,353	)		31,537
Less: capitalized interest		—			(2,334	)		(1,067	)		—			(3,401	)
Net interest expense		1,430			27,994			1,065			(2,353	)		28,136
Equity earnings of subsidiaries		48,538			—			—			(48,538	)		—
Net income	$	48,828		$	48,772		$	(306	)	$	(48,466	)	$	48,828

CALIFORNIA WATER SERVICE GROUP
CONDENSED CONSOLIDATING STATEMENT OF INCOME
For the Year Ended December 31, 2011

	Parent Company			Cal Water			All Other Subsidiaries			Consolidating Adjustments			Consolidated
	(In thousands)
Operating revenue	$	—		$	472,150		$	29,664		$	—		$	501,814
Operating expenses:
Operations:
Purchased water		—			142,355			215			—			142,570
Purchased power		—			20,719			9,334			—			30,053
Pump taxes		—			8,764			366			—			9,130
Administrative and general		—			77,622			8,136			—			85,758
Other		—			47,800			7,401			(505	)		54,696
Maintenance		—			19,916			782			—			20,698
Depreciation and amortization		—			47,872			2,637			(124	)		50,385
Income taxes (benefits)		(580	)		23,727			(1,727	)		1,605			23,025
Taxes other than income taxes		—			15,908			2,424			—			18,332
Total operating expenses (income)		(580	)		404,683			29,568			976			434,647
Net operating income		580			67,467			96			(976	)		67,167
Other Income and Expenses:
Non-regulated revenue		2,248			12,972			4,322			(3,382	)		16,160
Non-regulated expense		—			(12,287	)		(3,535	)		—			(15,822	)
Gain on sale on non-utility property		—			62			—			—			62
Income tax benefit (expense) on other income and expense		(916	)		(304	)		(422	)		1,501			(141	)
Net other income (expense)		1,332			443			365			(1,881	)		259
Interest:
Interest expense		1,422			31,421			2,489			(2,877	)		32,455
Less: capitalized interest		—			(1,844	)		(897	)		—			(2,741	)
Net interest expense		1,422			29,577			1,592			(2,877	)		29,714
Equity earnings of subsidiaries		37,222			—			—			(37,222	)		—
Net income	$	37,712		$	38,333		$	(1,131	)	$	(37,202	)	$	37,712

CALIFORNIA WATER SERVICE GROUP
CONDENSED CONSOLIDATING STATEMENT OF INCOME
For the Year Ended December 31, 2010

	Parent Company			Cal Water			All Other Subsidiaries			Consolidating Adjustments			Consolidated
	(In thousands)
Operating revenue	$	—		$	430,988		$	29,411		$	—		$	460,399
Operating expenses:
Operations:
Purchased water		—			125,749			181			—			125,930
Purchased power		—			21,616			7,961			—			29,577
Pump taxes		—			8,017			583			—			8,600
Administrative and general		—			67,536			7,740			—			75,276
Other		—			49,356			7,667			(505	)		56,518
Maintenance		—			18,998			687			—			19,685
Depreciation and amortization		—			40,349			2,610			(131	)		42,828
Income taxes (benefits)		(843	)		23,812			(229	)		329			23,069
Taxes other than income taxes		—			14,904			2,199			—			17,103
Total operating expenses (income)		(843	)		370,337			29,399			(307	)		398,586
Net operating income		843			60,651			12			307			61,813
Other Income and Expenses:
Non-regulated revenue		1,220			10,064			6,670			(1,961	)		15,993
Non-regulated expense		—			(7,954	)		(4,358	)		—			(12,312	)
Gain on sale on non-utility property		—			22			—			—			22
Income tax benefit (expense) on other income and expense		(497	)		(869	)		(1,027	)		906			(1,487	)
Net other income (expense)		723			1,263			1,285			(1,055	)		2,216
Interest:
Interest expense		698			27,059			1,635			(1,456	)		27,936
Less: capitalized interest		—			(1,085	)		(478	)		—			(1,563	)
Net interest expense		698			25,974			1,157			(1,456	)		26,373
Equity earnings of subsidiaries		36,788			—			—			(36,788	)		—
Net income	$	37,656		$	35,940		$	140		$	(36,080	)	$	37,656

CALIFORNIA WATER SERVICE GROUP
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the Year Ended December 31, 2012

	Parent Company			Cal Water			All Other Subsidiaries			Consolidating Adjustments			Consolidated
	(In thousands)
Operating activities:
Net income (loss)	$	48,828		$	48,772		$	(306	)	$	(48,466	)	$	48,828
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Equity earnings of subsidiaries		(48,538	)		—			—			48,538			—
Dividends received from affiliates		26,387			—			—			(26,387	)		—
Depreciation and amortization		56			54,040			2,888			(118	)		56,866
Change in value of life insurance contracts		—			(2,504	)		—			—			(2,504	)
Gain on sale of non-utility property		—			(81	)		—			(3	)		(84	)
Changes in deferred income taxes		—			34,133			—			—			34,133
Other changes in noncurrent assets and liabilities		1,544			(10,367	)		1,307			133			(7,383	)
Changes in operating assets and liabilities:
Other changes, net		(170	)		9,035			(6,723	)		(84	)		2,058
Net adjustments		(20,721	)		84,256			(2,528	)		22,079			83,086
Net cash provided by (used in) operating activities		28,107			133,028			(2,834	)		(26,387	)		131,914
Investing activities:
Utility plant expenditures		(281	)		(111,636	)		(15,761	)		(3	)		(127,681	)
Proceeds from sale of non-utility assets		—			82			—			3			85
Affiliate advances		(12,245	)		254			(853	)		12,844			—
Proceeds from affiliate loans		552			48			—			(600	)		—
Reduction of loans to affiliates		(5,675	)		—			—			5,675			—
Purchase of life insurance		—			(3,294	)		—			—			(3,294	)
Restricted cash decrease		—			1,959			—			—			1,959
Net cash (used in) investing activities		(17,649	)		(112,587	)		(16,614	)		17,919			(128,931	)
Financing Activities:
Short-term borrowings		18,335			76,000			—			—			94,335
Repayment of short-term borrowings		(1,000	)		(51,000	)		—			—			(52,000	)
Affiliate advances		23			962			11,859			(12,844	)		—
Proceeds from affiliates long-term borrowings		—			—			5,675			(5,675	)		—
Reduction of affiliate long-term borrowings		(48	)		—			(552	)		600			—
Proceeds from long-term debt		—			—			124			—			124
Retirement of long-term debt		—			(6,310	)		(727	)		—			(7,037	)
Advances and contributions in aid for construction		—			6,883			83			—			6,966
Refunds of advances for construction		—			(7,275	)		(122	)		—			(7,397	)
Dividends paid to non-affiliates		(26,387	)		—			—			—			(26,387	)
Dividends paid to affiliates		—			(23,567	)		(2,820	)		26,387			—
Net cash (used in) provided by financing activities		(9,077	)		(4,307	)		13,520			8,468			8,604
Change in cash and cash equivalents		1,381			16,134			(5,928	)		—			11,587
Cash and cash equivalents at beginning of year		89			18,475			8,639			—			27,203
Cash and cash equivalents at end of year	$	1,470		$	34,609		$	2,711		$	—		$	38,790

CALIFORNIA WATER SERVICE GROUP
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the Year Ended December 31, 2011

	Parent Company			Cal Water			All Other Subsidiaries			Consolidating Adjustments			Consolidated
	(In thousands)
Operating activities:
Net income (loss)	$	37,712		$	38,333		$	(1,131	)	$	(37,202	)	$	37,712
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Equity earnings of subsidiaries		(37,222	)		—			—			37,222			—
Dividends received from affiliates		25,674			—			—			(25,674	)		—
Depreciation and amortization		51			49,283			2,771			(124	)		51,981
Change in value of life insurance contracts		—			1,876			—			—			1,876
Gain on sale of non-utility property		—			(62	)		—			—			(62	)
Section 481 adjustment		—			2,723			—			—			2,723
Other changes in noncurrent assets and liabilities		1,001			(45	)		684			53			1,693
Changes in operating assets and liabilities:
Other changes, net		582			11,662			3,054			51			15,349
Net adjustments		(9,914	)		65,437			6,509			11,528			73,560
Net cash provided by operating activities		27,798			103,770			5,378			(25,674	)		111,272
Investing activities:
Utility plant expenditures		—			(98,410	)		(20,136	)		—			(118,546	)
Proceeds from sale of non-utility assets		—			64			—			—			64
Affiliate advances		(25,495	)		1,597			—			23,898			—
Reduction of loans to affiliates		962			45			2,000			(3,007	)		—
Purchase of life insurance		—			(1,744	)		—			—			(1,744	)
Restricted cash increase		—			(3,042	)		—			—			(3,042	)
Net cash (used in) investing activities		(24,533	)		(101,490	)		(18,136	)		20,891			(123,268	)
Financing Activities:
Short-term borrowings		23,390			—			—			—			23,390
Affiliate advances		—			—			23,898			(23,898	)		—
Reduction of affiliate long-term borrowings		(2,045	)		—			(962	)		3,007			—
Proceeds from long-term debt, net of issuance cost of $1,857		—			—			178			—			178
Retirement of long-term debt		—			(2,279	)		(684	)		—			(2,963	)
Advances and contributions in aid for construction		—			7,082			149			—			7,231
Refunds of advances for construction		—			(6,129	)		(76	)		—			(6,205	)
Dividends paid to non-affiliates		(25,674	)		—			—			—			(25,674	)
Dividends paid to affiliates		—			(22,925	)		(2,749	)		25,674			—
Issuance of common stock		965			—			—			—			965
Net cash (used in) provided by financing activities		(3,364	)		(24,251	)		19,754			4,783			(3,078	)
Change in cash and cash equivalents		(99	)		(21,971	)		6,996			—			(15,074	)
Cash and cash equivalents at beginning of year		188			40,446			1,643			—			42,277
Cash and cash equivalents at end of year	$	89		$	18,475		$	8,639		$	—		$	27,203

CALIFORNIA WATER SERVICE GROUP
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the Year Ended December 31, 2010

	Parent Company			Cal Water			All Other Subsidiaries			Consolidating Adjustments			Consolidated
	(In thousands)
Operating activities:
Net income	$	37,656		$	35,940		$	140		$	(36,080	)	$	37,656
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Equity earnings of subsidiaries		(36,788	)		—			—			36,788			—
Dividends received from affiliates		24,753			—			—			(24,753	)		—
Depreciation and amortization		—			42,680			2,716			(131	)		45,265
Other changes in noncurrent assets and liabilities		229			(880	)		1,089			(598	)		(160	)
Change in value of life insurance contracts		—			(2,641	)		—			—			(2,641	)
Gain on sale of non-utility property		—			(22	)		—			—			(22	)
Changes in operating assets and liabilities:
Other changes, net		(1,054	)		(997	)		(2,558	)		21			(4,588	)
Net adjustments		(12,860	)		38,140			1,247			11,327			37,854
Net cash provided by operating activities		24,796			74,080			1,387			(24,753	)		75,510
Investing activities:
Utility plant expenditures		(324	)		(108,990	)		(14,612	)		—			(123,926	)
Proceeds from sale of non-utility assets		—			34			—			—			34
Affiliate advances		(14,579	)		85			—			14,494			—
Reduction of loans to affiliates		1,854			—			—			(1,854	)		—
Purchase of life insurance		—			(1,891	)		—			—			(1,891	)
Restricted cash decrease		—			3,169			—			—			3,169
Net cash (used in) investing activities		(13,049	)		(107,593	)		(14,612	)		12,640			(122,614	)
Financing Activities:
Short-term borrowings		16,750			69,000			—			—			85,750
Repayment of short-term borrowings		(5,000	)		(69,000	)		—			—			(74,000	)
Affiliate advances		—			—			14,494			(14,494	)		—
Reduction of affiliate note payable		—			—			(1,854	)		1,854			—
Proceeds from long-term debt, net of issuance cost of $1,857		—			103,947			2,226			—			106,173
Retirement of long-term debt		—			(12,212	)		(1,480	)		—			(13,692	)
Advances and contributions in aid for construction		—			4,962			351			—			5,313
Refunds of advances for construction		—			(6,104	)		(84	)		—			(6,188	)
Dividends paid to non-affiliates		(24,753	)		—			—			—			(24,753	)
Dividends paid to affiliates		—			(22,634	)		(2,119	)		24,753			—
Issuance of common stock		912			—			—			—			912
Net cash (used in) provided by financing activities		(12,091	)		67,959			11,534			12,113			79,515
Change in cash and cash equivalents		(344	)		34,446			(1,691	)		—			32,411
Cash and cash equivalents at beginning of year		532			6,000			3,334			—			9,866
Cash and cash equivalents at end of year	$	188		$	40,446		$	1,643		$	—		$	42,277