Benefit Plans

Pension Plans

San Jose Water Company sponsors a noncontributory defined benefit pension plan (the “Pension Plan”) for its eligible employees. Employees hired before March 31, 2008 are entitled to receive retirement benefits using a formula based on the employee's three highest years of compensation (whether or not consecutive). For employees hired on or after March 31, 2008, benefits are determined using a cash balance formula based upon compensation credits and interest credits for each employee.

The Pension Plan is administered by a committee that is composed of an equal number of Company and union representatives (the “Committee”). The Committee has retained an investment consultant, presently Wells Fargo Advisors Financial Network, LLC, to assist it with, among other things, asset allocation strategy, investment policy advice, performance monitoring, and investment manager due diligence. Individual investment decisions have been delegated by the Committee to the investment managers who are monitored by the investment consultant. Investment guidelines provided in the Investment Policy Statement require that at least 25% of plan assets be invested in fixed income securities. As of December 31, 2013, the plan assets consist of approximately 38% bonds, 9% cash equivalents, and 53% equities. Furthermore, equities are to be diversified by industry groups and selected to achieve a balance of long-term growth and income combined with a goal of long-term preservation of capital. Except as provided for in the prospectus of any co-mingled investments, investment managers may not invest in commodities and futures contracts, private placements, options, letter stock, speculative securities, nor may they hold more than 5% of assets of any one private corporation. Except as provided for in the prospectus of any co-mingled investments, fixed income assets may only be invested in bonds, commercial paper, and money market funds with acceptable ratings by Moody's or Standard & Poor's as defined by the Investment Policy Statement. The investment managers performance is reviewed regularly by the investment consultant who provides quarterly reports to the Committee for review.

Plan assets are marked to market at each measurement date, resulting in unrealized actuarial gains or losses. Unrealized actuarial gains and losses on pension assets are amortized over the expected future working lifetime of participants of 12.24 years for actuarial expense calculation purposes. Market gains in 2012 decreased pension expense by approximately $334 in 2013 and market losses in 2011 increased pension expense by approximately $649 in 2012.

Since the Pension Plan's inception in 1984, the plan has achieved an 11.2% return on its investments while the applicable benchmark was 10.4% for the same period. The applicable benchmark is a weighted-average of returns for those benchmarks shown in the table below. For the 2013 fiscal year, the investment managers, following the required investment guidelines, achieved a 14.7% return on their investments, while the applicable benchmark was 11.9% for the same period.

Generally, it is expected of the investment managers that the performance of the assets held in the Pension Plan, computed on a total annual rate of return basis, should meet or exceed specific performance standards over a three-to-five-year period and/or full market cycle. These standards include specific absolute and risk-adjusted performance standards over a three-to-five-year period and/or full market cycle.

San Jose Water Company calculates the market-related value of the defined benefit pension plan assets, which is defined under FASB ASC Topic 715—“Compensation—Retirement Benefits” as a balance used to calculate the expected return on plan assets, using fair value. Fair value for San Jose Water Company is based on quoted prices in active markets for identical assets and significant observable inputs.

Officers hired before March 31, 2008 are eligible to receive additional retirement benefits under San Jose Water Company's Executive Supplemental Retirement Plan, and officers hired on or after March 31, 2008 are eligible to receive additional retirement benefits under San Jose Water Company's Cash Balance Executive Supplemental Retirement Plan. Both of the plans are non-qualified plans in which only officers and other designated members of management may participate. The annual cost of the plans has been included in the determination of the net periodic benefit cost shown below. The plans, which are unfunded, had a projected benefit obligation of $12,637 and $13,130 as of December 31, 2013 and 2012, respectively, and net periodic pension cost of $1,248, $1,386 and $1,241 for 2013, 2012 and 2011, respectively.

Other Postretirement Benefits

In addition to providing pension and savings benefits, San Jose Water Company provides health care and life insurance benefits for retired employees under the Social Welfare Plan. The plan is a flat dollar plan which is unaffected by variations in health care costs.

Flexible Spending Plan

Effective February 1, 2004, San Jose Water Company established a Flexible Spending Account for its employees for the purpose of providing eligible employees with the opportunity to choose from among the fringe benefits available under the plan. The flexible spending plan is intended to qualify as a cafeteria plan under the provisions of the Internal Revenue Code Section 125. The flexible spending plan allows employees to save pre-tax income in a Health Care Spending Account (“HCSA”) and/or a Dependent Care Spending Account (“DCSA”) to help defray the cost of out-of-pocket medical and dependent care expenses. The annual maximum limit under the HCSA and DCSA plans is $2.5 and $5, respectively.

Deferral Plan

San Jose Water Company sponsors a salary deferral plan that allows employees to defer and contribute a portion of their earnings to the plan. Contributions, not to exceed set limits, are matched by San Jose Water Company. San Jose Water Company contributions were $1,087, $1,044 and $1,001 in 2013, 2012 and 2011, respectively.

Special Deferral Election Plan and Deferral Election Program

SJW Corp. maintains a Special Deferral Election Plan allowing certain executives and a Deferral Election Program allowing non-employee directors to defer a portion of their earnings each year and to realize an investment return on those funds during the deferral period. Executives and non-employee directors have to make an election on the distribution and payment method of the deferrals before services are rendered. Executives and non-employee directors had deferred $2,567, $2,501 and $2,306 under the plan as of December 31, 2013, 2012 and 2011, respectively.

Assumptions Utilized on Actuarial Calculations

Net periodic cost for the defined benefit plans and other postretirement benefits was calculated using the following weighted-average assumptions:



	Pension Benefits			Other Benefits
	2013	2012	2011	2013	2012	2011
	%	%	%	%	%	%
Discount rate	3.92	4.34	5.48	3.80	4.25	5.40
Expected return on plan assets	7.00	7.00	7.00	7.00	7.00	7.00
Rate of compensation increase	4.00	4.00	4.00	N/A	N/A	N/A

The expected rate of return on plan assets was determined based on a review of historical returns, both for the Pension Plan and for medium- to large-sized defined benefit pension funds with similar asset allocations. This review generated separate expected returns for each asset class. These expected future returns were then blended based on the Pension Plan's target asset allocation.

Benefit obligations for the defined benefit plans and other postretirement benefits were calculated using the following weighted-average assumptions as of December 31:



	Pension Benefits		Other Benefits
	2013	2012	2013	2012
	%	%	%	%
Discount rate	4.82	3.92	4.70	3.80
Rate of compensation increase	4.00	4.00	N/A	N/A

San Jose Water Company utilized each plan's projected benefit stream in conjunction with the Citigroup Pension Discount Curve in determining the discount rate used in calculating the pension and other postretirement benefits liabilities at the measurement date.

Net Periodic Pension Costs

Net periodic costs for the defined benefit plans and other postretirement benefits for the years ended December 31 was as follows:



	Pension Benefits							Other Benefits
	2013			2012		2011		2013			2012		2011
Components of net periodic benefit cost
Service cost	$	4,594		4,288		3,516		$	361		339		273
Interest cost	5,393			5,349		5,313		508			452		467
Expected return on assets	(5,289		)	(4,442	)	(4,289	)	(230		)	(151	)	(129	)
Amortization of transition obligation	—			—		—		—			1		57
Amortization of prior service cost	394			414		450		197			197		197
Recognized actuarial loss	4,052			3,857		2,147		189			195		96
Net periodic benefit cost	$	9,144		9,466		7,137		$	1,025		1,033		961

Reconciliation of Funded Status

For the defined benefit plans and other postretirement benefits, the benefit obligation is the projected benefit obligation and the accumulated benefit obligation, respectively. The actuarial present value of benefit obligations and the funded status of San Jose Water Company's defined benefit pension and other postretirement plans as of December 31 were as follows:



	Pension Benefits					Other Benefits
	2013			2012		2013			2012
Change in benefit obligation
Benefit obligation at beginning of year	$	140,999		123,904		$	12,243		10,796
Service cost	4,594			4,288		361			339
Interest cost	5,393			5,349		508			452
Actuarial (gain)/loss	(18,082		)	11,090		(1,829		)	994
Benefits paid	(4,205		)	(3,632	)	(307		)	(338	)
Benefit obligation at end of year	$	128,699		140,999		$	10,976		12,243
Change in plan assets
Fair value of assets at beginning of year	$	75,542		62,763		$	3,478		2,321
Actual return on plan assets	10,478			6,645		325			838
Employer contributions	9,543			9,766		445			596
Benefits paid	(4,205		)	(3,632	)	(253		)	(277	)
Fair value of plan assets at end of year	91,358			75,542		3,995			3,478
Funded status at end of year	$	(37,341	)	(65,457	)	$	(6,981	)	(8,765	)

The amounts recognized on the balance sheet as of December 31 were as follows:



	Pension Benefits			Other Benefits
	2013		2012	2013		2012
Current liabilities	$	757	737	$	68	60
Noncurrent liabilities	36,584		64,720	6,913		8,705
	$	37,341	65,457	$	6,981	8,765

San Jose Water Company recorded a regulatory asset, including a gross-up for taxes, on the projected benefit obligation of the postretirement benefit plans as follows:



	2013			2012
Funded status of obligation	$	44,322		74,222
Accrued benefit cost	(7,030		)	(6,904	)
Amount to be recovered in future rates	37,292			67,318
Tax gross-up	25,657			46,315
Regulatory asset	$	62,949		113,633

The estimated amortization for the year ended December 31, 2014 is as follows:

Plan Assets

Plan assets for the years ended December 31 were as follows:



	Pension Benefits					Other Benefits
	2013			2012		2013			2012
Fair value of assets at end of year:
Debt securities	$	34,464		33,922		$	1,427		1,168
	38		%	45	%	36		%	33	%
Equity securities	48,442			35,352		1,893			1,522
	53		%	47	%	47		%	44	%
Cash and equivalents	8,452			6,268		675			788
	9		%	8	%	17		%	23	%
Total	$	91,358		75,542		$	3,995		3,478

The following tables summarize the fair values of plan assets by major categories as of December 31, 2013 and 2012:



				Fair Value Measurements at December 31, 2013
Asset Category	Benchmark	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash and cash equivalents		$	9,127	$	9,127	$	—	$	—
Actively Managed (a):
All Cap Equity	Russell 3000 Value	283		266		17		—
U.S. Large Cap Equity	Russell 1000, Russell 1000 Growth, Russell 1000 Value	32,286		32,286		—		—
U.S. Mid Cap Equity	Russell Mid Cap, Russell Mid Cap Growth, Russell Mid Cap Value	5,551		5,551		—		—
U.S. Small Cap Equity	Russell 2000, Russell 2000 Growth, Russell 2000 Value	3,236		3,236		—		—
Non-U.S. Large Cap Equity	MSCI EAFE	5,066		5,066		—		—
REIT	NAREIT—Equity REIT's	3,913		—		3,913		—
Fixed Income (b)	(b)	35,891		—		35,891		—
Total		$	95,353	$	55,532	$	39,821	$	—

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The Plan has a current target allocation of 55% invested in a diversified array of equity securities to provide long-term capital appreciation and 45% invested in a diversified array of fixed income securities to provide preservation of capital plus generation of income.


(a)	Actively managed portfolio of securities with the goal to exceed the stated benchmark performance.


(b)	Actively managed portfolio of fixed income securities with the goal to exceed the Barclays 1-5 Year Government/Credit, Barclays Intermediate Government/Credit, and Merrill Lynch Preferred Stock Fixed Rate.



				Fair Value Measurements at December 31, 2012
Asset Category	Benchmark	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash and cash equivalents		$	7,056	$	7,056	$	—	$	—
Actively Managed (a):
U.S. Large Cap Equity	Russell 1000, Russell 1000 Growth, Russell 1000 Value	22,749		22,749		—		—
U.S. Mid Cap Equity	Russell Mid Cap, Russell Mid Cap Growth, Russell Mid Cap Value	3,989		3,989		—		—
U.S. Small Cap Equity	Russell 2000, Russell 2000 Growth, Russell 2000 Value	2,174		2,174		—		—
Non-U.S. Large Cap Equity	MSCI EAFE	4,169		4,169		—		—
REIT	NAREIT—Equity REIT's	3,792		—		3,792		—
Fixed Income (b)	(b)	35,091		—		35,091		—
Total		$	79,020	$	40,137	$	38,883	$	—

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(a)	Actively managed portfolio of securities with the goal to exceed the stated benchmark performance.


(b)	Actively managed portfolio of fixed income securities with the goal to exceed the Barclays 1-5 Year Government/Credit, Barclays Intermediate Government/Credit, and Merrill Lynch Preferred Stock Fixed Rate.

In 2014, San Jose Water Company expects to make required and discretionary cash contributions of up to $7,123 to the pension plan and other post retirement benefit plan.

Benefits expected to be paid in the next five years and in the aggregate for the five years thereafter are:



	Pension Plan		Other Postretirement Benefit Plan
2014	$	4,715	$	438
2015	5,013		475
2016	5,380		509
2017	5,726		539
2018	6,074		577
2019 - 2023	36,555		3,287

Pension Benefits

Other Benefits

Amortization of prior service cost

Amortization of loss