Item 1 Business.
a. General Development of Business.
California Water Service Company (the "Company") is a public utility water company which owns and operates 20 water systems serving 38 cities and communities and adjacent territories in California with an estimated population of more than 1,500,000.
The Company, one of the largest investor-owned water companies in the United States, was incorporated under the laws of the State of California on December 21, 1926. Its principal executive offices are located at 1720 North First Street, San Jose, California, and its mailing address is Post Office Box 1150, San Jose, California 95108 (telephone number:1-408-451-8200).
Effective April 8, 1994 the Company's Common Stock began trading on the New York Stock Exchange under the symbol CWT. The Company was previously in the over-the-counter market and quoted by the National Association of Securities Dealers Automated Quotation System (NASDAQ) under the symbol CWTR
During the fiscal year ended December 31, 1994 (the "1994 fiscal year"), there were no significant changes in the kind of products produced or services rendered by the Company, or in the Company's markets or methods of distribution.
Regulation and Rates.
The Company is subject to regulation of its rates, service and other matters affecting its business by the Public Utilities Commission of the State of California ("Commission" or "PUC").
The Company's systems, which are operated as 20 separate districts in the State of California, are not integrated with one another, and except for allocation of general office expenses and the determination of cost of capital, the expenses and revenues of individual districts are not affected by operations in other districts. Cost of capital (i.e. return on debt and equity) is determined on a Company-wide basis. Otherwise, the PUC requires that each district be considered a separate and distinct entity for rate-making purposes.
The Commission requires that water rates for each Company operating district be determined independently. Each year the Company attempts to file general rate increase applications for approximately one-third of its operating districts. According to its rate case processing procedures for water utilities, the Commission attempts to issue decisions within eight months of acceptance of the Application. Rates are set prospectively for a three-year period, with a provision for step increases to maintain the authorized rate of return. Offset rate adjustments are also allowed as required for changes in purchased water, power and pump tax costs.
During 1994, general rate increase applications were filed with the Commission requesting rate relief of $3,023,000 in six Company districts representing 15 percent of the Company's customer base. The applications requested a rate of return on common equity of 12 percent. However, the Commission staff has recommended a rate of return of 10.9 percent. Public hearings for these cases were completed February 1995 and the Commission's decision is expected in mid- May. In the meantime, step rate increases for 15 districts totaling approximately $2,102,000 became effective in January 1995.
In July 1994 the Commission issued a decision of general rate cases filed in July 1993, for three districts representing 13 percent of customer base, resulting in the authorization of $540,000 in additional revenue and authorizing a return on common equity of 10.2 percent
In 1994 the Commission issued its long awaited decision in its investigation of the financial and operational risks for water utilities. While the Commission concluded that no fundamental change in its ratemaking procedures is necessary, it authorized water utilities to accrue interest on balancing and memorandum accounts. Additionally, the decision allows water utilities to request prospective recovery for unanticipated Safe Drinking Water Act compliance costs. The Company does not expect the decision to have a material effect on its operations.
Effective March 14, 1994, the Commission closed all voluntary conservation memorandum accounts. The Company has filed an advice letter seeking authority to transfer $1,748,000 in conservation expenses from the drought memorandum accounts to its expense balancing accounts. These amounts would be recoverable on a district by district basis through the Commission's offset procedures which allow surcharges to amortize account balances.
Offset rate increases of $1,944,000 and $2,327,000 were authorized during the year for water production cost increases and balancing account undercollections, respectively. Additionally, the Commission approved rate increases of $292,000 to recover increased costs from the 1993 general office renovation, $87,000 for a new water tank in the South San Francisco district, and $215,000 for post-retirement benefits other than pensions. This latter rate increase relates to an expense which was incurred as a result of accounting changes mandated by Statement of Financial Accounting Standards No. 106.
In January 1995 a consultant retained by the Commission's Division of Ratepayer Advocates delivered a report on the reasonableness of the Second Amended Contract between the Company, Stockton-East Water District, the City of Stockton and certain other governmental bodies, pertaining to the sale and delivery of water to the Company's Stockton District by the Stockton-East Water District. The report alleges that the Company was required to receive prior Commission approval before entering into the Second Amended Contract and furthermore challenges the reasonableness of the Second Amended Contract for ratemaking purposes. However the report does not include specific ratemaking recommendations. It is difficult and premature at this time to assess the potential impact on the Company if the report were to be adopted by the Commission. However, the Company anticipates that if there is any adverse financial impact as a result of the report, such impact would be prospective, affecting only future rates for the Stockton district. Hearings have not yet been scheduled on the report by the assigned administrative law judge. Following hearings at which the Company intends to present evidence to rebut the report, the assigned administrative law judge will render a proposed decision for comment and then Commission consideration. The management of the Company intends to vigorously defend its position that the Second Amended Contract did not require prior Commission approval and is reasonable for ratemaking purposes.
b. Financial Information about Industry Segments.
The Company has only one business segment.
c. Narrative Description of Business.
The business of the Company consists of the production, purchase, storage, purification, distribution and sale of water for domestic, industrial, public, and irrigation uses, and for fire protection. The Company's business fluctuates according to the demand for water, which is partially dictated by seasonal conditions, such as summer temperatures or the amount and timing of rain during the year. The Company holds such franchises or permits in the communities it serves as it judges necessary to operate and maintain its facilities in the public streets. The Company distributes its water to customers in accordance with accepted water utility methods, which include pumping from storage and gravity feed from high elevation reservoirs.
The Company has various contracts under which it operates three municipally owned water systems and two reclaimed water distribution systems and provides billing services for certain cities.
Geographical Service Areas and Number of Customers at Year-End.
The principal markets for the Company's products are users of water within the Company's service areas. The Company's geographical service areas and the approximate number of customers served in each at December 31, 1994, are as follows:
SAN FRANCISCO BAY AREA Mid-Peninsula (San Mateo and San Carlos) 35,300 South San Francisco (including Colma and Broadmoor) 15,300 Bear Gulch (including Menlo Park, Atherton, Woodside and Portola Valley) 17,100 Los Altos (including Los Altos and portions of Cupertino, Los Altos Hills, Mountain View and Sunnyvale) 17,800 Livermore 14,900 100,400
SACRAMENTO VALLEY Chico (including Hamilton City) 20,700 Oroville 3,500 Marysville 3,800 Dixon 2,700 Willows 2,200 32,900
SALINAS VALLEY Salinas 23,000 King City 1,900 24,900
SAN JOAQUIN VALLEY Bakersfield 54,400 Stockton 40,800 Visalia 26,200 Selma 4,600 126,000
LOS ANGELES AREA East Los Angeles (including portions of City of Commerce and Montebello) 26,400 Hermosa Beach and Redondo Beach (including a portion of Torrance) 24,800 Palos Verdes (including Palos Verdes Estates, Rancho Palos Verdes, Rolling Hills Estates and Rolling Hills) 23,400 Westlake (a portion of Thousand Oaks) 6,700 81,300
TOTAL 365,500
Water Supply
The Company's water supply is obtained from wells, surface runoff or diversion and by purchase from public agencies and other suppliers. The effects of the recent California drought (which ended after the 1992-93 winter) and 1994 winter rains are discussed below. Except for periods of drought, the Company in the past has had adequate water supplies to meet the existing requirements of its service areas. During drought periods, some districts experienced water rationing.
The Company delivered approximately 100 billion gallons of water during the 1994 fiscal year of which approximately 51% was obtained from wells and 49% was purchased from the following suppliers:
% of Supply District Purchased Source of Purchased Supply
SAN FRANCISCO BAY AREA
Mid-Peninsula 100% San Francisco Water Department
South San Francisco 83% San Francisco Water Department
Bear Gulch 95% San Francisco Water Department
Los Altos 82% Santa Clara Valley Water District
Livermore 65% Alameda County Flood Control and Water Conservation District
SACRAMENTO VALLEY Oroville 70% Pacific Gas and Electric Company 6% County of Butte
SAN JOAQUIN VALLEY
Bakersfield 20% Kern County Water Agency Stockton 75% Stockton-East Water District
LOS ANGELES AREA
East Los Angeles 89% Central Basin Municipal Water District Hermosa Beach and Redondo Beach 95% West Basin Municipal Water District
% of Supply District Purchased Source of Purchased Supply
LOS ANGELES AREA (Continued)
Palos Verdes 100% West Basin Municipal Water District
Westlake 100% Russell Valley Municipal Water District
The balance of the required supply for the above districts is obtained from wells, except for Bear Gulch where the balance is obtained from surface runoff from a local watershed.
The Chico, Marysville, Dixon and Willows districts in the Sacramento Valley, the Salinas and King City districts in the Salinas Valley, and the Selma and Visalia districts in the San Joaquin Valley obtain their entire supply from wells. In these districts, although groundwater levels declined during the six consecutive years of below normal precipitation (1986-1992), they remain, in the opinion of the Company, adequate for anticipated future needs. However, in the Salinas Valley, declining water tables have resulted in salt water intrusion in some areas adjacent to Monterey Bay. Operational changes have been made in the Salinas district in an attempt to retard the movement of salt water toward the Company's production wells. Pumping of vulnerable wells has been curtailed and supply supplemented by boosting water from other zones. The Company continues to cooperate with the Monterey County Water Resources Agency and other groups on long-term mitigation plans.
Purchases for the Los Altos, Livermore, Oroville, Stockton and Bakersfield districts are pursuant to long-term contracts expiring on various dates after 2011. A new 30 year contract for the Livermore District with Zone 7 of the Alameda County Flood Control and Water Conservation District was signed on November 16, 1994. The supplies for the East Los Angeles, Hermosa-Redondo, Palos Verdes and Westlake districts are provided to the Company by public agencies pursuant to an obligation of continued nonpreferential service to persons within their boundaries.
Purchases for the South San Francisco, Mid-Peninsula and Bear Gulch districts are pursuant to long-term contracts with the San Francisco Water Department expiring June 30, 2009.
The 1993-1994 water season was California's fourth driest year on record, leading the Department of Water resources to declare a 'drought watch' in May of 1994. But these fears began to be allayed as early as November 1994 when a series of storms began pouring rain and snow throughout the state's watersheds.
By late January 1995, cumulative average Sierra snowpack was at 175 percent of normal, storage in the state's 155 reservoirs was at more than 90 percent of average and the drought watch was cancelled. These promising figures substantially improve the likelihood that 100 percent of state water project deliveries will be made in 1995.
Substantial water reserves remain in the groundwater aquifers that supply Company districts served by well water. While recovery from drought-related depletion of these reserves was interrupted by drier than normal conditions in 1994, the mean groundwater levels in these districts were stable. In addition, districts located in regions with existing groundwater management mechanisms showed noticeable improvements in storage. Regional groundwater management planning is receiving greater attention throughout the state as its importance as a tool for addressing long-term water supply concerns is realized. The passage of legislation that enables management of this resource by existing local government agencies further stimulated this attention.
Despite the promise of an abundant water year, California is expected to have long-term water supply problems. To compensate for this trend, the Company continues to promote water conservation programs initiated during the drought on a district-by-district basis outlined in our water management plans and as permitted by the Commission.
Significant developments affecting future water supply occurred in several of our districts. On August 16, 1994 the State Water Resources Control Board (SWRCB) informed the Monterey County Board of Supervisors that it was initiating an investigation into the groundwater supply issues in the Salinas Valley. This is a prelude to a possible adjudication of the groundwater basin by the SWRCB should Monterey County fail to develop short and long-term solutions to the nitrate contamination and saltwater intrusion threatening the aquifers. In a related matter the SWRCB refused to consider a separate investigation of groundwater use in our King City district. This action will save the Company a considerable amount of litigation expense.
In Solano County, the location of our Dixon district, the Solano County Water Agency agreed to reimburse the Company for costs it incurred as a party to the Putah Creek adjudication. This action will determine the rights to water from Putah Creek which recharges the groundwater from which our Dixon district derives its water supply.
Utility Plant Construction Program and Acquisitions.
The Company is continually extending and enlarging its facilities as required to meet increasing demands and to maintain its service. Capital expenditures for these purposes and for the replacement of existing facilities amounted to approximately $28 million in 1994. Financing was obtained from funds from operations, short-term bank borrowings, sale of common stock, advances for construction, and contributions in aid of construction as set forth in the section entitled "Statement of Cash Flows" on page 26 of the Company's 1994 Annual Report and is incorporated herein by reference. Advances for construction of main extensions are received by the Company from subdivision developers under the rules of the PUC. These advances are refundable without interest over a period of years. Contributions in aid of construction consist of nonrefundable cash deposits or facilities received from developers.
The Company now estimates that additions and improvements to its facilities during 1995 will amount to approximately $20,700,000 (exclusive of additions and improvements financed through advances for construction and contributions in aid of construction), which is expected to be financed with internally generated funds and short-term borrowings to be refinanced by funds from the anticipated issuance of approximately $20,000,000 of long-term debt in 1995.
Quality of Supplies.
The Company maintains procedures to produce potable water in accordance with accepted water utility practice. All water entering the distribution systems from surface sources is chlorinated and in most cases filtered. Samples of water from each district are analyzed regularly by Company bacteriologists.
Competition and Condemnation.
The Company is a public utility regulated by the PUC. The Company provides service within filed service areas approved by the PUC. Under the laws of the State of California, no privately owned public utility may compete with the Company in any territory already served by the Company without first obtaining a certificate of public convenience and necessity from the PUC. Under PUC practice, such certificate will be issued only on a showing that the Company's service in such territory is inadequate.
California law also provides that whenever a public agency constructs facilities to extend a utility service into the service area of a privately owned public utility, such an act constitutes the taking of property and for such taking the public utility is to be paid just compensation.
Under the constitution and statutes of the State of California, municipalities, water districts and other public agencies have been authorized to engage in the ownership and operation of water systems. Such agencies are empowered to condemn properties already operated by privately owned public utilities upon payment of just compensation and are further authorized to issue bonds (including revenue bonds) for the purpose of acquiring or constructing water systems. To the Company's knowledge, no municipality, water district or other public agency has pending any action to condemn any of the Company's systems.
Environmental Matters.
The Company is subject to environmental regulation by various governmental authorities. Compliance with federal, state and local provisions which have been enacted or adopted regulating the discharge of materials into the environment, or otherwise relating to the protection of the environment, has not had, as of the date of filing of this Form 10-K, any material effect on the Company's capital expenditures, earnings or competitive position. No such material effect is anticipated for the fiscal years ending December 31, 1995 and 1996.
Human Resources.
As of December 31, 1994, the Company had 624 employees, of whom 158 were executive and administrative officials and supervisory employees, and 466 were members of unions. The Company presently has two-year collective bargaining agreements expiring December 31, 1995, with the Utility Workers of America, AFL-CIO, representing the majority of employees, and the International Federation of Professional and Technical Engineers, AFL-CIO, representing certain engineering department employees. The Company plans to enter negotiations to renew the collective bargaining agreements prior to their expiration. The agreements have been successfully renewed in the past without a labor interruption.
d. Financial Information about Foreign and Domestic Operations and Export Sales.
The Company makes no export sales.
Item 2.
Item 2.Properties.
The Company's physical properties consist of offices and water systems for the production, storage, purification, and distribution of water. These properties are located in or near the service areas listed above in the section entitled "Water Supply." The Company maintains all of its properties in good operating condition.
The Company holds all its principal properties in fee, subject to the lien of the indenture securing the Company's first mortgage bonds, of which there were outstanding at December 31, 1994, $128,944,000 in principal amount.
Item 3.
Item 3.Legal Proceedings.
The Company is involved in only routine litigation which is incidental to the business.
Item 4.
Item 4.Submission of Matters to a Vote of Security Holders.
No matters were submitted to a vote of security holders in the fourth quarter of fiscal year 1994.
Executive Officers of the Registrant.
Name Positions and Offices with the Company Age
C. H. Stump Chairman of the Board since 1991. 69 Director since 1976 and Member of Executive Committee since 1977. Mr. Stump was Secretary of the Company from 1959 to 1966, Secretary and Treasurer from 1966 to 1975, Executive Vice President from 1975 to 1981, President and Chief Operating Officer from 1981 to 1986, and President and Chief Executive Officer from 1986 to May 1992.
Donald L. Houck President and Chief Executive Officer 62 since May 1992. Director since 1988. Mr. Houck was Executive Vice President and Chief Operating Officer from 1986 to 1992 and a Vice President since 1977. Prior to that, Mr. Houck was a supervising engineer with the California Public Utilities Commission with eighteen years experience in the rate-making process.
Gerald F. Feeney Vice President, Chief Financial Officer and 50 Treasurer since November 1994. Controller, Assistant Secretary and Assistant Treasurer from 1976 to 1994. From 1970 to 1976, Mr. Feeney was an audit manager with Peat Marwick Mitchell & Co.
Francis S. Ferraro Vice President since August 1989. Mr. 45 Ferraro previously had 15 years experience in regulatory matters with the California Public Utilities Commission, from June 1985 through August 1989 in the capacity of an administrative law judge.
James L. Good Vice President since December 1994. 31 Mr. Good was Director of Congressional Relations for the National Association of Water Companies from 1991 to 1994.
Raymond H. Taylor Vice President since April 1990. Mr. Taylor 49 had been director of water quality since 1986 and previously had been employed by the Environmental Protection Agency before joining the Company in 1982.
Helen Mary Kasley Secretary and Legal Counsel since 43 1993. From 1990 to 1992, Mrs. Kasley was Secretary. From 1986 to 1990, she was an associate attorney with McCutchen, Doyle, Brown & Enersen.
Calvin L. Breed Controller, Assistant Secretary and Assistant 39 Treasurer since November 1994. Previously Mr. Breed served as Treasurer of TCI International, Inc.
John S. Simpson Assistant Secretary since 1992. Mr. 50 Simpson has been Manager of New Business Development for the past nine years and has held various management positions with the Company since 1967.
No officer or director has any family relationship to any other executive officer or director. No executive officer is appointed for any set term. There are no agreements or understandings between any executive officer and any other person pursuant to which he was selected as an executive officer, other than those with directors or officers of the Company acting solely in their capacities as such.
PART II
Item 5.
Item 5.Market for Registrant's Common Equity and Related Stockholder Matters
The information required by this item is contained in the Section captioned "Quarterly Financial and Common Stock Market Data" on pages 34 and 35 of the Company's 1994 Annual Report and is incorporated herein by reference. The number of holders listed in such section includes the Company's record holders and also individual participants in security position listings.
Item 6.
Item 6.Selected Financial Data.
The information required by this item is contained in the section captioned "California Water Service Company Ten Year Financial Review" on pages 16 and 17 of the Company's 1994 Annual Report and is incorporated herein by reference.
Item 7.
Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations.
The information required by this item is contained in the sections captioned "Management's Discussion and Analysis of Financial Condition and Results of Operations," on pages 18 through 21 of the Company's 1994 Annual Report and is incorporated herein by reference.
Item 8.
Item 8.Financial Statements and Supplementary Data.
The information required by this item is contained in the sections captioned "Balance Sheet," "Statement of Income," "Statement of Common Shareholders' Equity," "Statement of Cash Flows," "Notes to Financial Statements" and "Independent Auditors' Report" on pages 22 through 35 of the Company's 1994 Annual Report and is incorporated herein by reference.
Item 9.
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
PART III
Item 10.
Item 10.Directors and Executive Officers of the Registrant.
Information regarding executive officers of the Company is included in a separate item captioned "Executive Officers of the Registrant" contained in Part I of this report. The information required by this item as to directors of the Company is contained in the section captioned "Election of Directors" on pages 2 through 6 of the Proxy Statement and is incorporated herein by reference. (The Proxy Statement was filed under EDGAR on March 10, 1995).
Item 11.
Item 11.Executive Compensation.
The information required by this item as to directors and executive officers of the Company is contained in the section captioned "Compensation of Executive Officers" on pages 8 through 11 of the Proxy Statement and is incorporated herein by reference. (The Proxy Statement was filed under EDGAR on March 10, 1995).
Item 12.
Item 12.Security Ownership of Certain Beneficial Owners and Management.
The information required by this item is contained in the sections captioned "Election of Directors," "Security Ownership of Certain Beneficial Owners" and "Security Ownership of Management" pages 2 through 6 and 13, respectively, of the Proxy Statement and is incorporated herein by reference. (The Proxy Statement was filed under EDGAR on March 10, 1995).
Item 13.
Item 13.Certain Relationships and Related Transactions.
None.
PART IV
Item 14.
Item 14.Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) (1) Financial Statements:
Balance Sheet as of December 31, 1994 and 1993.
Statement of Income for the years ended December 31, 1994, 1993, and 1992.
Statement of Common Shareholders' Equity for the years ended December 31, 1994, 1993, and 1992.
Statement of Cash Flows for the years ended December 31, 1994, 1993, and 1992.
Notes to Financial Statements, December 31, 1994, 1993, and 1992.
The above financial statements are contained in sections bearing the same captions on pages 22 through 35 of the Company's 1994 Annual Report and are incorporated herein by reference.
(2) Financial Statement Schedule:
Schedule Number
Independent Auditors' Report January 20, 1995.
II Valuation and Qualifying Accounts and Reserves--years ending December 31, 1994, 1993, and 1992.
All other schedules are omitted as the required information is inapplicable or the information is presented in the financial statements or related notes.
(3) Exhibits required to be filed by Item 601 of Regulation S-K.
See Exhibit Index on page 25 of this document which is incorporated herein by reference.
The exhibits filed herewith are attached hereto (except as noted) and those indicated on the Exhibit Index which are not filed herewith were previously filed with the Securities and Exchange Commission as indicated. Except where stated otherwise, such exhibits are hereby incorporated by reference.
Exhibits filed herewith and attached hereto under separate cover will be furnished to security holders of the Company upon written request and payment of a fee of $.30 per page which fee covers only the Company's reasonable expenses in furnishing such exhibits.
(b) Report on Form 8-K.
None required to be filed during the last quarter of 1994.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CALIFORNIA WATER SERVICE COMPANY
Date: March 15, 1995 By /s/ Donald L. Houck DONALD L. HOUCK, President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
Date: March 15, 1995 /s/ William E. Ayer WILLIAM E. AYER, Member, Board of Directors
Date: March 15, 1995 /s/ Robert W. Foy ROBERT W. FOY, Member, Board of Directors
Date: March 15, 1995 /s/ Edward D. Harris, Jr. EDWARD D. HARRIS, JR. M.D., Member, Board of Directors
Date: March 15, 1995 /s/ Donald L. Houck DONALD L. HOUCK President, Chief Executive Officer, Member, Board of Directors
Date: March 15, 1995 /s/ Robert K. Jaedicke ROBERT K. JAEDICKE, Member, Board of Directors
Date: March 15, 1995 /s/ Linda R. Meier LINDA R. MEIER, Member, Board of Directors
Date: March 15, 1995 /s/ J. W. Weinhardt J. W. WEINHARDT, Member, Board of Directors
Date: March 15, 1995 /s/ C. H. Stump C. H. STUMP, Chairman of the Board, Member, Board of Directors
Date: March 15, 1995 /s/ Edwin E. van Bronkhorst EDWIN E. VAN BRONKHORST, Member, Board of Directors
Date: March 15, 1995 /s/ Gerald F. Feeney GERALD F. FEENEY, Vice President, Chief Financial Officer and Treasurer
Date: March 15, 1995 /s/ Calvin L. Breed CALVIN L. BREED, Controller, Assistant Secretary and Assistant Treasurer
Independent Auditors' Report
Shareholders and Board of Directors California Water Service Company:
Under date of January 20, 1995, we reported on the balance sheet of California Water Service Company as of December 31, 1994 and 1993, and the related statements of income, common shareholders' equity, and cash flows for each of the years in the three-year period ended December 31, 1994, as contained in the 1994 annual report to shareholders. These financial statements and our report thereon are incorporated by reference in the annual report on Form 10-K for the year 1994. In connection with our audits of the aforementioned financial statements, we also audited the related financial statement schedule as listed in accompanying index. This financial statement schedule is the responsibility of the Company's management. Our responsibility is to express an opinion on this financial statement schedule based on our audits.
In our opinion, such financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.
San Jose, California /s/ KPMG Peat Marwick,LLP January 20, 1995
EXHIBIT INDEX Sequential Page Numbers Exhibit Number in this Report
3. Articles of Incorporation and By-Laws:
3.1 Restated Articles of Incorporation dated 25 March 20, 1968 Certificate of Ownership Merging Palos Verdes Water Company into California Water Service Company dated December 22, 1972; Certificate of Amendment of Restated Articles of Incorporation dated April 7, 1975; Certificate of Amendment of Restated Articles of Incorporation dated April 16, 1984; Certificate of Amendment of Restated Articles of Incorporation dated July 31, 1987; Certificate of Amendment of Restated Articles of Incorporation dated October 19, 1987 (Exhibit 3.1 to Form 10-K for fiscal year 1987, File No. 0-464)
3.2 Certificates of Determination of Preferences 25 for Series C Preferred Stock (Exhibit 3.2 to Form 10-K for fiscal year 1987, File No. 0-464)
3.3 Certificate of Amendment of the Company's 25 Restated Articles of Incorporation dated April 27, 1988. (Exhibit 3.3 to Form 10-K for fiscal year 1989, File No. 0-464)
3.4 By-Laws dated September 21, 1977, as 25 amended 24 November 19, 1980, April 21, 1982, June 15, 1983, September 17, 1984, and November 16, 1987 (Exhibit 3.3 to Form 10-K for fiscal year 1987, File No. 0-464).
3.5 Amendment to By-laws dated May 16, 1988. 25 (Exhibit 3.5 to Form 10-K for fiscal year 1991, File No. 0-464)
4. Instruments Defining the Rights of Security 26 Holders, including Indentures:
Mortgage of Chattels and Trust Indenture 26 dated April 1, 1928; Eighth Supplemental Indenture dated November 1, 1945, covering First Mortgage 3.25% Bonds, Series C; Fifteenth Supplemental Indenture dated November 1, 1965, covering First Mortgage 4.85% Bonds, Series J; Sixteenth Supplemental Indenture dated November 1, 1966, covering First Mortgage 6.25% Bonds, Series K; Seventeenth Supplemental Indenture dated November 1, 1967, covering First Mortgage 6.75% Bonds, Series L; Twenty-First Supplemental Indenture dated October 1, 1972, cover First Mortgage 7.875% Bonds, Series P; Twenty-Fourth Supplemental Indenture dated November 1, 1973, covering First Mortgage 8.50% Bonds, Series S (Exhibits 2(b), 2(c), 2(d), Registration Statement No. 2-53678, of which certain exhibits are incorporated by reference to Registration Statement Nos. 2-2187, 2-5923, 2-9681, 2-10517 and 2-11093.)
Twenty-Sixth Supplemental Indenture dated May 1, 26 1976 (Exhibit 4 to Form 10-K for fiscal year 1986, File No. 0-464).
Twenty-Seventh Supplemental indenture dated 26 November 1, 1977; Twenty-Eighth Supplemental Indenture dated May 1, 1978; Twenty-Ninth Supplemental Indenture dated November 1, 1979 (Exhibit 4 to Form 10-K for fiscal year 1989, File No. 0-464).
Thirty-Fifth Supplemental Indenture dated as of 26 November 1, 1992, covering First Mortgage 8.63% Bonds, Series DD. (Exhibit 4 to Form 10-Q dated September 30, 1992, File No. 0-464)
Thirty-Sixth Supplemental Indenture dated as of 26 May 1, 1993, covering First Mortgage 7.90% Bonds Series EE (Exhibit 4 to Form 10-Q dated June 30, 1993, File No. 0-464)
Thirty-Seventh Supplemental Indenture dated as 26 of September 1, 1993, covering First Mortgage 6.95% Bonds, Series FF (Exhibit 4 to Form 10-Q dated September 30, 1993, File No. 0-464)
Thirty-Eighth Supplemental Indenture dated as 26 of October 15, 1993, covering First Mortgage 6.98% Bonds, Series GG (Exhibit 4 to Form 10-K for fiscal year 1994, File No. 0-464)
Sequential Page Numbers Exhibit Number in this Report
10. Material Contracts.
10.1 Water Supply Contract between the Company 27 and the County of Butte relating to the Company's Oroville District; Water Supply Contract between the Company and the Kern County Water Agency relating to the Company's Bakersfield District; Water Supply Contract between the Company and Stockton East Water District relating to the Company's Stockton District. (Exhibits 5(g), 5(h), 5(i), 5(j), Registration Statement No. 2-53678, which incorporates said exhibits by reference to Form 1O-K for fiscal year 1974, File No. 0-464).
10.2 Settlement Agreement and Master Water Sales 27 Contract between the City and County of San Francisco and Certain Suburban Purchasers dated August 8, 1984; Supplement to Settlement Agreement and Master Water Sales Contract, dated August 8, 1984; Water Supply Contract between the Company and the City and County of San Francisco relating to the Company's Bear Gulch District dated August 8, 1984; Water Supply Contract between the Company and the City and County of San Francisco relating to the Company's San Carlos District dated August 8, 1984; Water Supply Contract between the Company and the City and County of San Francisco relating to the Company's San Mateo District dated August 8, 1984; Water Supply Contract between the Company and the City and County of San Francisco relating to the Company's South San Francisco District dated August 8, 1984. (Exhibit 10.2 to Form l0-K for fiscal year 1984, File No. 0-464).
10.3 Water Supply Contract dated January 27, 27 1981, between the Company and the Santa Clara Valley Water District relating to the Company's Los Altos District (Exhibit 10.3 to Form 10-K for fiscal year 1992, File No. 0-464)
10.4 Amendments No. 3, 6 and 7 and Amendment 27 dated June 17, 1980, to Water Supply Contract between the Company and the County of Butte relating to the Company's Oroville District. (Exhibit 10.5 to Form 10-K for fiscal year 1992, File No. 0-464)
Sequential Page Numbers Exhibit Number in this Report
10.5 Amendment dated May 31, 1977, to Water 28 Supply Contract between the Company and Stockton-East Water District relating to the Company's Stockton District. (Exhibit 10.6 to Form 10-K for fiscal year 1992, File No. 0-464)
10.6 Second Amended Contract dated September 25, 28 1987 among the Stockton East Water District, the California Water Service Company, the City of Stockton, the Lincoln Village Maintenance District, and the Colonial Heights Maintenance District Providing for the Sale of Treated Water. (Exhibit 10.7 to Form 10-K for fiscal year 1987, File No. 0-464).
10.7 Dividend Reinvestment Plan. (Exhibit 10.8 to 28 Form 10-Q dated March 31, 1994, File No. 0-464)
10.8 Water Supply Contract dated April 19, 1927, 28 and Supplemental Agreement dated June 5, 1953, between the Company and Pacific Gas and Electric Company relating to the Company's Oroville District. (Exhibit 10.9 to Form 10-K for fiscal year 1992, File No. 0-464)
10.9 California Water Service Company Pension Plan 28 (Exhibit 10.10 to Form 10-K for fiscal year 1992, File No. 0-464)
10.10 California Water Service Company Supplemental 28 Executive Retirement Plan. (Exhibit 10.11 to Form 10-K for fiscal year 1992, File No.0-464)
10.11 California Water Service Company Salaried 28 Employees' Savings Plan. (Exhibit 10.12 to Form 10-K for fiscal year 1992, File No. 0-464)
10.12 California Water Service Company 28 Directors Deferred Compensation Plan (Exhibit 10.13 to Form 10-K for fiscal year 1992, File No. 0-464)
10.13 Board resolution setting forth 28 the terms of the retirement plan, as amended, for Directors of California Water Service Company (Exhibit 10.14 to Form 10-K for fiscal year 1992, File No. 0-464)
Sequential Page Numbers Exhibit Number in this Report
10.14 Registration statement on Form S-3, 29 dated September 8, 1994 regarding the sale of 550,000 shares of Registrant's common stock (filed with the Commission on September 8, 1994, Registration No. 33-55233, File No. 0-464)
10.15 Water Supply Contract dated November 16, 1994, 30 between the Company and Alameda County Flood Control and Water Conservation District relating to the Company's Livermore District
13. Annual Report to Security Holders, Form 10-Q 46 or Quarterly Report to Security Holders:
1994 Annual Report. The sections of the 1994 Annual Report which are incorporated by reference in this 10-K filing. This includes those sections referred to in Part II, Item 5, Market for Registrant's Common Equity and Related Shareholder Matters; Part II, Item 6, Selected Financial Data; Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations; and Part II, Item 8, Financial Statement and Supplementary Data.
27. Financial Data Schedule as of December 31, 1994 70