The following discussion and analysis provides information on AWR's consolidated operations and assets, and, where necessary, includes specific references to AWR's individual segments and/or its subsidiaries: GSWC, BVESI andASUS and its subsidiaries, and AWR (parent) where applicable. OnJuly 1, 2020 , GSWC completed the transfer of the electric utility assets and liabilities from its electric division to BVESI in exchange for common shares of BVESI. GSWC then immediately distributed all of BVESI's common shares to AWR, whereupon BVESI became wholly owned directly by AWR. The reorganization is not expected to result in any substantive changes to AWR's operations or business segments. Included in the following analysis is a discussion of water and electric gross margins. Water and electric gross margins are computed by subtracting total supply costs from total revenues. Registrant uses these gross margins as important measures in evaluating its operating results. Registrant believes these measures are useful internal benchmarks in evaluating the performance of GSWC and BVESI. The discussions and tables included in the following analysis also present Registrant's operations in terms of earnings per share by business segment and AWR (parent), which equals each business segment's earnings divided by Registrant's weighted average number of diluted common shares. Furthermore, the retroactive earnings impact related to fiscal 2018 resulting from the CPUC's final decision on the electric general rate case issued inAugust 2019 , has been excluded when communicating the electric segment's 2019 financial results to help facilitate comparisons of Registrant's performance from period to period. All of these items are derived from consolidated financial information but are not presented in our financial statements that are prepared in accordance with Generally Accepted Accounting Principles (GAAP) inthe United States . These items constitute "non-GAAP financial measures" under theSecurities and Exchange Commission rules. Registrant believes that the disclosure of the water and electric gross margins, and earnings per share by business segment provide investors with clarity surrounding the performance of its segments. Registrant reviews these measurements regularly and compares them to historical periods and to its operating budget. However, these measures, which are not presented in accordance with GAAP, may not be comparable to similarly titled measures used by other enterprises and should not be considered as an alternative to operating income or earnings per share, which are determined in accordance with GAAP. A reconciliation of water and electric gross margins to the most directly comparable GAAP measures is included in the table under the section titled "Operating Expenses: Supply Costs." Reconciliations to AWR's diluted earnings per share are included in the discussions under the sections titled "Summary Results by Segment." Overview Factors affecting our financial performance are summarized under Forward-Looking Information. Water and Electric Segments: GSWC's and BVESI's revenues, operating income, and cash flows are earned primarily through delivering potable water to homes and businesses inCalifornia and electricity in the Big Bear area ofSan Bernardino County, California , respectively. Rates charged to GSWC and BVESI customers are determined by the CPUC. These rates are intended to allow recovery of operating costs and a reasonable rate of return on capital. GSWC and BVESI plan to continue seeking additional rate increases in future years from the CPUC to recover operating and supply costs, and receive reasonable returns on invested capital. Capital expenditures in future years at GSWC and BVESI are expected to remain at substantially higher levels than depreciation expense. When necessary, GSWC and BVESI may obtain funds from external sources in the capital markets and through bank borrowings. General Rate Case Filings and Other Matters: WaterGeneral Rate Case for years 2022 - 2024: OnJuly 15, 2020 , GSWC filed a general rate case application for all of its water regions and its general office. This general rate case will determine new water rates for the years 2022 - 2024. Among other things, GSWC requested capital budgets in this application of approximately$450.6 million for the three-year rate cycle, and another$11.4 million of capital projects to be filed for revenue recovery only through advice letters when those projects are completed. A decision in the water general rate case is scheduled for the fourth quarter of 2021, with new rates to become effectiveJanuary 1, 2022 . WaterGeneral Rate Case for years 2019 - 2021: InMay 2019 , the CPUC issued a final decision on GSWC's water general rate case, which determined new rates for the years 2019 - 2021 with rates retroactive toJanuary 1, 2019 . Among other things, the final decision authorized GSWC to invest approximately$334.5 million over the rate cycle. The$334.5 million of infrastructure investment included$20.4 million of capital projects to be filed for revenue recovery through advice letters when those projects are completed. Due to changes in circumstances, not all the anticipated advice letter projects have been completed during this rate cycle. 27
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The final decision also allowed for water gross margin increases in 2020 and 2021, subject to an earnings test. EffectiveJanuary 1, 2020 , GSWC received its full second-year step increase, which it achieved because of passing an earnings test at all of its ratemaking areas. The full step increase generated an additional$10.4 million in water gross margin for 2020. The CPUC also approved all of the third-year rate increases effectiveJanuary 1, 2021 , which are expected to generate an additional increase in the water gross margin of approximately$11.1 million in 2021. Final Decision on Low-Income Affordability Rulemaking: OnAugust 27, 2020 , the CPUC issued a final decision in the first phase of the CPUC's Order Instituting Rulemaking evaluating the low income ratepayer assistance and affordability objectives contained in the CPUC's 2010 Water Action Plan, which also addressed other issues, including the continued use of the Water Revenue Adjustment Mechanism ("WRAM") byCalifornia water utilities. The final decision also addressed the continued use of the Modified Cost Balancing Account ("MCBA"), which is a full-cost balancing account used to track the difference between adopted and actual water supply costs (including the effects of changes in both rates and volume). Based on the final decision, any general rate case application filed by GSWC and the otherCalifornia water utilities after theAugust 27, 2020 effective date of this decision, may not include a proposal to continue the use of the WRAM or MCBA, but may instead include a proposal to use a limited price adjustment mechanism (the Monterey-Style WRAM) and an incremental supply cost balancing account. The final decision will not have any impact on GSWC's WRAM or MCBA balances during the current rate cycle (2019 - 2021). In addition, management believes that the decision supports GSWC's position that it does not apply to its general rate case application filed inJuly 2020 that will set new rates for the years 2022 - 2024. InFebruary 2021 , a procedural hearing in this pending general rate case was held, and the assigned administrative law judge in the proceeding agreed that GSWC is entitled to keep the use of the WRAM and MCBA through the year 2024. GSWC's next general rate case application will be filed in 2023 to establish new rates for the years 2025 - 2027 and, based on theAugust 27, 2020 decision, may not include the WRAM or MCBA for those years. Since its implementation in 2008, the WRAM and MCBA have helped mitigate fluctuations in GSWC's earnings due to changes in water consumption by its customers or changes in water supply mix. Replacing them with mechanisms recommended in the final decision will likely result in more volatility in GSWC's future earnings and could result in less than or more than full recovery of its authorized water gross margin. On or prior toOctober 5, 2020 , GSWC, otherCalifornia water utilities, and theCalifornia Water Association filed separate applications for rehearing on this matter. At this time, management cannot predict the outcome of this matter. Cost of Capital Proceeding: Investor-owned water utilities servingCalifornia are required to file their cost of capital applications on a triennial basis. GSWC's next cost of capital application is scheduled to be filed byMay 1, 2021 for the years 2022 - 2024. However, GSWC, along with three other investor-owned water utilities inCalifornia , filed a joint request with the CPUC onJanuary 5, 2021 to postpone the cost of capital applications by another year. Last year the utilities sought a one-year deferral of theMay 2020 cost of capital applications, which was approved inMarch 2020 . Similar to that deferral, this year's joint request asked that the utilities keep the cost of capital parameters as authorized in 2018 in effect through 2022, and file new cost of capital applications byMay 1, 2022 to set the cost of debt, return on equity and capital structure startingJanuary 1, 2023 . GSWC's current authorized rate of return on rate base is 7.91%, based on its weighted cost of capital, which will continue in effect throughDecember 31, 2022 if the additional deferral is approved. At this time, management cannot predict the outcome of this request. Electric Segment: OnAugust 15, 2019 , the CPUC issued a final decision on the electric general rate case. Among other things, the decision (i) extended the rate cycle by one year (new rates were effective for 2018 - 2022); (ii) increased the electric gross margin for 2018 by approximately$2.3 million compared to the 2017 adopted electric gross margin, adjusted for tax reform changes; (iii) allows the electric segment to construct all the capital projects requested in its application, which are dedicated to improving system safety and reliability and total approximately$44 million over the 5-year rate cycle; and (iv) increased the adopted electric gross margin by$1.2 million for each of the years 2019 and 2020, by$1.1 million in 2021, and by$1.0 million in 2022. The rate increases for 2019 - 2022 are not subject to an earnings test. The decision authorized a return on equity for the electric segment of 9.6% and included a capital structure and debt cost that is consistent with those approved by the CPUC inMarch 2018 in connection with GSWC's water segment cost of capital proceeding. The rate case decision continues to apply to BVESI. Due to the delay in finalizing the electric general rate case, electric revenues recognized during the first six months of 2019 were based on 2017 adopted rates. Because theAugust 2019 CPUC final decision is retroactive toJanuary 1, 2018 , the cumulative retroactive earnings impact was recorded as part of fiscal 2019 results, including$0.04 per share for the full year endedDecember 31, 2018 had the new 2018 and 2019 rates been in place at those times. 28
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Contracted Services Segment:ASUS's revenues, operating income and cash flows are earned by providing water and/or wastewater services, including operation and maintenance services and construction of facilities at the water and/or wastewater systems at various military installations, pursuant to 50-year firm fixed-price contracts. The contract price for each of these 50-year contracts is subject to annual economic price adjustments. Additional revenues generated by contract operations are primarily dependent on new construction activities under contract modifications with theU.S. government or agreements with other third-party prime contractors. COVID-19: GSWC, BVESI, andASUS have continued their operations given that their water, wastewater, and electric utility services are deemed essential. AWR's responses to the COVID-19 pandemic take into account orders issued by the CPUC, and the guidance provided by federal, state, and local health authorities and other government officials. The response of GSWC and BVESI has included: (i) suspending service disconnections for nonpayment pursuant to CPUC orders; (ii) increasing the number of employees telecommuting; and (iii) delaying some capital improvement projects at the water segment. InFebruary 2021 , the CPUC adopted a resolution that extended the existing emergency customer protections previously established by the CPUC throughJune 30, 2021 , including the suspension of service disconnections for non-payment, in response to the on-going COVID-19 pandemic. Among other things, the resolution also extends the COVID-19-related memorandum accounts established to track incremental costs associated with complying with the resolution, and requires utilities inCalifornia to file transition plans to address the eventual discontinuance of the emergency customer protections. The goal of the transition plan is to effectively ease customers through a transition off the emergency customer protections by proactively communicating with customers to enroll them in programs to manage their utility bills and informing them of the changes to programs in which they are already enrolled. GSWC and BVESI are in the process of developing their transition plans, which are required to be finalized and filed with the CPUC byApril 1, 2021 . The pandemic has caused significant volatility in financial markets, resulting in significant fluctuations throughout 2020 in the fair value of plan assets in GSWC's pension and other retirement plans, which could continue. Furthermore, due to expected future credit losses on utility customer bills, GSWC and BVESI have increased their allowance for doubtful accounts as ofDecember 31, 2020 . However, the CPUC has authorized GSWC and BVESI to track incremental costs, including bad debt expense in excess of what is included in their respective revenue requirements, incurred as a result of the pandemic in COVID-19-related memorandum accounts, such as a Catastrophic Event Memorandum Account ("CEMA"), to be filed with the CPUC for future recovery. ThroughDecember 31, 2020 , AWR has recorded approximately$4.4 million in regulatory asset accounts related to bad debt expense in excess of GSWC's and BVESI's revenue requirements, the purchase of personal protective equipment, and additional incurred printing costs and other incremental miscellaneous costs. By tracking these costs in the CPUC-approved memorandum accounts, GSWC and BVESI can later ask for recovery of these costs from the CPUC. CEMA and other emergency-type memorandum accounts are established as a result of a state/federal declared emergency, and are therefore recognized as regulatory assets for future recovery. As a result, the amounts recorded in the COVID-19-related memorandum accounts have not impacted GSWC's and BVESI's earnings in 2020. Thus far, the COVID-19 pandemic has not had a material impact onASUS's operations. Summary Results by Segment The table below sets forth a comparison of the diluted earnings per share contribution by business segment and for the parent company for the years endedDecember 31, 2020 and 2019. Diluted Earnings per Share Year Ended 12/31/2020 12/31/2019 CHANGE Water$ 1.66 $ 1.61 $ 0.05 Electric, adjusted (2019 excludes retroactive impact of CPUC decision in the general rate case related to 2018) 0.20 0.15 0.05 Contracted services 0.47 0.47 - AWR (parent) - 0.01 (0.01) Consolidated diluted earnings per share, adjusted 2.33 2.24 0.09
Retroactive impact of CPUC decision in the electric general rate case related to the full year of 2018
- 0.04 (0.04) Totals from operations, as reported$ 2.33
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Water Segment: Diluted earnings per share from the water segment for the year endedDecember 31, 2020 increased by$0.05 per share as compared to the same period in 2019. Included in the results for 2019 was the impact of theMay 2019 CPUC final decision on the water general rate case, which approved the recovery of previously incurred costs that were being tracked in CPUC-authorized memorandum accounts and resulted in a reduction to administrative and general expense in 2019 of approximately$1.1 million , or$0.02 per share. There was no equivalent item in 2020. Excluding this item, diluted earnings per share from the water segment for 2020 increased by$0.07 per share due to the following items (excluding billed surcharges): •An overall increase in the water gross margin, which favorably impacted earnings by approximately$0.20 per share due largely to new rates authorized by the CPUC. The water segment received its full second-year step increase effectiveJanuary 1, 2020 , which resulted in an additional$10.4 million in water gross margin for 2020. •An overall increase in operating expenses (excluding supply costs), which negatively impacted earnings by approximately$0.08 per share due primarily to increases in overall labor costs and other employee-related benefits, chemical and water treatment costs, insurance costs, regulatory costs, depreciation expense, and property taxes. •An increase in the effective income tax rate resulting from changes in certain flow-through taxes and permanent items for 2020 as compared to 2019, which negatively impacted earnings at the water segment by approximately$0.05 per share. As a regulated utility, GSWC treats certain temporary differences as flow-through in computing its income tax expense consistent with the income tax method used in its CPUC-jurisdiction ratemaking. Changes in the magnitude of flow-through items either increase or decrease tax expense, thereby affecting diluted earnings per share. A decrease in interest expense resulting from lower interest rates in 2020 compared to 2019 was largely offset by an overall net decrease in interest and other income including lower gains earned on investments held to fund one of the Company's retirement plans during 2020 as compared to 2019. As previously discussed, the COVID-19 pandemic has, among other things, increased volatility in the financial markets, which resulted in fluctuations throughout 2020 in the fair value of these investments. Electric Segment: Diluted earnings per share from the electric segment for 2020 was$0.20 per share as compared to$0.19 per share recorded for 2019. The CPUC'sAugust 2019 final decision on the electric general rate case set new rates for 2018 through 2022 and was retroactive toJanuary 1, 2018 . As a result, the retroactive impact of the new electric rates for all of fiscal 2018 was included in the results for 2019. Of the electric segment's$0.19 per share earnings contribution for 2019, approximately$0.04 per share related to the full year endedDecember 31, 2018 , which is shown on a separate line in the table above. Excluding the retroactive impact related to 2018 from 2019 earnings due to the CPUC'sAugust 2019 final rate case decision, diluted earnings from the electric segment for 2020 were$0.20 per share as compared to$0.15 per share for 2019. The increase was due to a higher electric gross margin as a result of new rates authorized by the CPUC'sAugust 2019 final decision, as well as lower interest expense and a lower effective income tax rate due to changes in certain flow-through taxes as compared to 2019. These increases to earnings were partially offset by an overall increase in operating expenses. Contracted Services Segment: For both years endedDecember 31, 2020 and 2019, diluted earnings from contracted services were$0.47 per share. Included in the results for 2019 were retroactive revenues resulting from the successful resolution of an economic price adjustment at one of the military bases served, which totaled approximately$0.01 per share and related to periods prior to 2019. Excluding this retroactive amount, diluted earnings from the contracted services segment for 2020 increased by$0.01 per share as compared to 2019 largely due to an increase in management fee and construction revenues, and lower overall operating expenses, partially offset by higher construction costs. AWR (Parent): For the year endedDecember 31, 2020 , diluted earnings from AWR (parent) decreased$0.01 per share compared to 2019 due primarily to changes in state unitary taxes. The following discussion and analysis for the years endedDecember 31, 2020 and 2019 provides information on AWR's consolidated operations and assets and, where necessary, includes specific references to AWR's individual segments and subsidiaries: GSWC, BVESI andASUS and its subsidiaries. 30
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Consolidated Results of Operations - Years Ended
Year Ended Year Ended $ % 12/31/2020 12/31/2019 CHANGE CHANGE OPERATING REVENUES Water$ 330,637 $ 319,830 $ 10,807 3.4 % Electric 37,024 39,548 (2,524) -6.4 % Contracted services 120,582 114,491 6,091 5.3 % Total operating revenues 488,243 473,869 14,374 3.0 % OPERATING EXPENSES Water purchased 74,554 72,289 2,265 3.1 % Power purchased for pumping 10,134 8,660 1,474 17.0 % Groundwater production assessment 20,392 18,962 1,430 7.5 % Power purchased for resale 10,423 11,796 (1,373) -11.6 % Supply cost balancing accounts (11,803) (7,026) (4,777) 68.0 % Other operation 33,236 32,756 480 1.5 % Administrative and general 83,615 83,034 581 0.7 % Depreciation and amortization 36,850 35,397 1,453 4.1 % Maintenance 15,702 15,466 236 1.5 % Property and other taxes 22,199 20,042 2,157 10.8 % ASUS construction 62,411 55,673 6,738 12.1 % Loss (gain) on sale of assets 31 (253) 284 -112.3 % Total operating expenses 357,744 346,796 10,948 3.2 % OPERATING INCOME 130,499 127,073 3,426 2.7 % OTHER INCOME AND EXPENSES Interest expense (22,531) (24,586) 2,055 -8.4 % Interest income 1,801 3,249 (1,448) -44.6 % Other, net 4,853 3,276 1,577 48.1 % (15,877) (18,061) 2,184 -12.1 % INCOME FROM OPERATIONS BEFORE INCOME TAX EXPENSE 114,622 109,012 5,610 5.1 % Income tax expense 28,197 24,670 3,527 14.3 % NET INCOME$ 86,425 $ 84,342 $ 2,083 2.5 % Basic earnings per Common Share$ 2.34 $ 2.28 $ 0.06 2.6 % Fully diluted earnings per Common Share$ 2.33 $ 2.28 $ 0.05 2.2 % 31
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Operating Revenues General GSWC and BVESI rely upon approvals by the CPUC for rate increases to recover operating expenses and to provide for a return on invested and borrowed capital used to fund utility plant.ASUS relies on economic price and equitable adjustments by theU.S. government in order to recover operating expenses and provide a profit margin. Current operating revenues and earnings can be negatively impacted if the Military Utility Privatization Subsidiaries do not receive adequate price increases or adjustments in a timely manner.ASUS's earnings are also impacted by the level of additional construction projects at the Military Utility Privatization Subsidiaries, which may or may not continue at current levels in future periods. Water For the year endedDecember 31, 2020 , revenues from water operations increased by$10.8 million to$330.6 million , compared to the year endedDecember 31, 2019 as a result of new rates authorized by the CPUC. EffectiveJanuary 1, 2020 , GSWC received its full second-year step increase, as a result of passing an earnings test. This increase was partially offset by lower surcharges billed during 2020 related to CPUC-approved surcharges to recover previously incurred costs. These surcharges were largely offset by corresponding decreases in operating expenses, resulting in no impact to earnings. Billed water consumption for the year endedDecember 31, 2020 increased approximately 5% as compared to 2019. In general, changes in consumption do not have a significant impact on recorded revenues due to the CPUC-approved WRAM accounts in place in the majority of GSWC's rate-making areas. GSWC records the difference between what it bills its water customers and that which is currently authorized by the CPUC in the WRAM accounts as regulatory assets or liabilities. TheAugust 2020 CPUC decision previously discussed eliminates the continued use of the WRAM beginning with the next general rate case application that will be filed in 2023 and will set new rates for the years 2025 - 2027. Electric For the year endedDecember 31, 2020 , revenues from electric operations were$37.0 million as compared to$39.5 million for the year endedDecember 31, 2019 . This decrease was primarily due to the retroactive revenue impact resulting from the final CPUC decision issued in theAugust 2019 in the electric general rate case. The cumulative 2018 impact of the final decision was reflected in 2019's electric revenues. This decrease was partially offset by an increase in base rates effective for 2020 also authorized by the CPUC'sAugust 2019 final decision. Billed electric usage for the year endedDecember 31, 2020 increased 4% as compared to the same period in 2019. Due to the CPUC-approved base revenue requirement adjustment mechanism ("BRRAM"), which adjusts base revenues to adopted levels authorized by the CPUC, changes in usage do not have a significant impact on earnings. Contracted Services Revenues from contracted services are composed of construction revenues (including renewal and replacements) and management fees for operating and maintaining the water and/or wastewater systems at various military bases. For the year endedDecember 31, 2020 , revenues from contracted services were$120.6 million as compared to$114.5 million for 2019. The increase was primarily due to an overall increase in construction activity, and an increase in management fees resulting from the successful resolution of various economic price adjustments at the military bases served. Offsetting these increases were retroactive revenues included in 2019's revenues resulting from the successful resolution of an economic price adjustment at one of the military bases served, which totaled approximately$500,000 and related to periods prior to 2019. There was no equivalent item during 2020.ASUS's subsidiaries continue to enter intoU.S. government-awarded contract modifications and agreements with third-party prime contractors for new construction projects at the military bases served. During 2020,ASUS was awarded approximately$15.5 million in new construction projects for completion in 2020 and 2021. Earnings and cash flows from modifications to the original 50-year contracts with theU.S. government and agreements with third-party prime contractors for additional construction projects may or may not continue in future periods. 32
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Operating Expenses: Supply Costs Supply costs for the water segment consist of purchased water, purchased power for pumping, groundwater production assessments and changes in the water supply cost balancing accounts. Supply costs for the electric segment consist primarily of purchased power for resale, the cost of natural gas used by BVESI's generating unit, the cost of renewable energy credits and changes in the electric supply cost balancing account. Water and electric gross margins are computed by subtracting total supply costs from total revenues. Registrant uses these gross margins and related percentages as an important measure in evaluating its operating results. Registrant believes these measures are useful internal benchmarks in evaluating the utility business performance within its water and electric segments. Registrant reviews these measurements regularly and compares them to historical periods and to its operating budget. However, these measures, which are not presented in accordance with GAAP, may not be comparable to similarly titled measures used by other enterprises and should not be considered as an alternative to operating income, which is determined in accordance with GAAP. Total supply costs comprise the largest segment of total operating expenses. Supply costs accounted for 29.0% and 30.2% of total operating expenses for the years endedDecember 31, 2020 and 2019, respectively. The table below provides the amounts (in thousands) of increases (decreases) and percent changes in water and electric revenues, supply costs and gross margins during the years endedDecember 31, 2020 and 2019. There was a decrease of$585,000 in water surcharges, and an increase of$276,000 in electric surcharges to recover previously incurred costs. Surcharges to recover previously incurred costs are recorded to revenues when billed to customers and are offset by a corresponding amount in operating expenses, resulting in no impact to earnings. In addition, included in 2019 was approximately$2.3 million of retroactive electric revenues representing the fiscal 2018 increase in revenues approved by the CPUC in theAugust 2019 general electric rate case decision. Year Ended Year Ended $ % 12/31/2020 12/31/2019 CHANGE CHANGE WATER OPERATING REVENUES (1)$ 330,637 $ 319,830 $ 10,807 3.4 % WATER SUPPLY COSTS: Water purchased (1) 74,554 72,289 2,265 3.1 % Power purchased for pumping (1) 10,134 8,660 1,474 17.0 % Groundwater production assessment (1) 20,392 18,962 1,430 7.5 % Water supply cost balancing accounts (1) (12,060) (8,153) (3,907) 47.9 % TOTAL WATER SUPPLY COSTS$ 93,020 $ 91,758 $ 1,262 1.4 % WATER GROSS MARGIN (2)$ 237,617 $ 228,072 $ 9,545 4.2 % ELECTRIC OPERATING REVENUES (1)$ 37,024 $ 39,548 $ (2,524) -6.4 % ELECTRIC SUPPLY COSTS: Power purchased for resale (1) 10,423 11,796 (1,373) -11.6 % Electric supply cost balancing accounts (1) 257 1,127 (870) -77.2 % TOTAL ELECTRIC SUPPLY COSTS$ 10,680 $ 12,923 $ (2,243) -17.4 % ELECTRIC GROSS MARGIN (2)$ 26,344 $ 26,625 $ (281) -1.1 % (1) As reported on AWR's Consolidated Statements of Income, except for supply-cost-balancing accounts. The sums of water and electric supply-cost balancing accounts in the table above are shown on AWR's Consolidated Statements of Income and totaled$(11,803,000) and$(7,026,000) for the years endedDecember 31, 2020 and 2019, respectively. Revenues include surcharges that have no net earnings impact because they increase both revenues and operating expenses by corresponding amounts. (2) Water and electric gross margins do not include depreciation and amortization, maintenance, administrative and general, property and other taxes, and other operation expenses. Two of the principal factors affecting water supply costs are the amount of water produced and the source of the water. Generally, the variable cost of producing water from wells is less than the cost of water purchased from wholesale suppliers. Under the CPUC-approved Modified Cost Balancing Account ("MCBA"), GSWC tracks adopted and actual expense levels for purchased water, power purchased for pumping and pump taxes. GSWC records the variances (which include the effects of changes in both rate and volume) between adopted and actual purchased water, purchased power and pump tax expenses. GSWC recovers from, or refunds to, customers the amount of such variances. GSWC tracks these variances individually for each water ratemaking area. TheAugust 2020 CPUC decision previously discussed, which eliminates the continued use of the 33
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WRAM, also eliminates the MCBA beginning with the next general rate case application that will be filed in 2023 and will set new rates for the years 2025 - 2027. The overall actual percentages for purchased water for each of the years endedDecember 31, 2020 and 2019 was 44%, as compared to the adopted percentages of 34% and 36% for 2020 and 2019, respectively. The higher actual percentages of purchased water as compared to adopted percentages resulted primarily from several wells being out of service. Purchased water costs for the year endedDecember 31, 2020 increased to$74.6 million as compared to$72.3 million for the same period in 2019 primarily due to the higher mix of purchased water as compared to pumped water and an increase in wholesale water costs. The cost of power purchased for pumping increased to$10.1 million in 2020 as compared to$8.7 million for the same period in 2019, and groundwater production assessments increased to$20.4 million in 2020 as compared to$19.0 million in 2019. The increases in both of these areas were due to increased rates and pump taxes as compared to 2019. The under-collection in the water supply cost balancing account increased$3.9 million during 2020 as compared to 2019 due to the higher than adopted supply costs. For the year endedDecember 31, 2020 , the cost of power purchased for resale to BVESI's customers was$10.4 million as compared to$11.8 million for the same period in 2019 due to a decrease in the average price per megawatt-hour ("MWh"). The average price per MWh, including fixed costs, decreased to$67.52 per MWh in 2020 from$75.47 per MWh for the year endedDecember 31, 2019 . Other Operation The primary components of other operation expenses include payroll, materials and supplies, chemicals and water-treatment costs, and outside service costs of operating the regulated water and electric systems, including the costs associated with transmission and distribution, pumping, water quality, meter reading, billing, and operations of district offices. Registrant's contracted services operations incur many of the same types of expenses. For the years endedDecember 31, 2020 and 2019, other operation expenses by business segment consisted of the following amounts (in thousands): Year Year Ended Ended $ % 12/31/2020 12/31/2019 CHANGE CHANGE Water Services$ 23,690 $ 23,664 $ 26 0.1 % Electric Services 2,705 2,672 33 1.2 % Contracted Services 6,841 6,420 421 6.6 % Total other operation$ 33,236 $ 32,756 $ 480 1.5 % For the year endedDecember 31, 2020 , there was a$967,000 decrease in billed surcharges at the water segment related to the recovery of previously incurred other operation-related expenses. This decrease in billed surcharges has a corresponding decrease in other operation expense, resulting in no impact to earnings. Excluding this decrease, other operation costs increased by$993,000 due to an increase in chemical and water treatment costs, and an increase in bad debt expense due to expected increases in delinquent customer payments as a result of the COVID-19 pandemic. However, bad debt expense in excess of what is included in GSWC's water revenue requirement has been included in the CPUC-approved catastrophic event memorandum account to be filed for future recovery. For the year endedDecember 31, 2020 , other operation expenses for contracted services increased primarily due to an increase in bad debt expense related to certain non-U.S. government receivable balances. 34
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Administrative and General Administrative and general expenses include payroll related to administrative and general functions, all employee-related benefits, insurance expenses, outside legal and consulting fees, regulatory utility commission expenses, expenses associated with being a public company and general corporate expenses charged to expense accounts. For the years endedDecember 31, 2020 and 2019, administrative and general expenses by business segment, including AWR (parent), consisted of the following amounts (in thousands): Year Year Ended Ended $ % 12/31/2020 12/31/2019 CHANGE CHANGE Water Services$ 55,067 $ 51,755 $ 3,312 6.4 % Electric Services 8,639 8,150 489 6.0 % Contracted Services 19,900 23,120 (3,220) -13.9 % AWR (parent) 9 9 - - %
Total administrative and general
For the year endedDecember 31, 2020 , administrative and general expenses at the water segment increased due, in part, to a$1.1 million reduction recorded in 2019 to reflect the CPUC's approval inMay 2019 for recovery of previously incurred costs that were being tracked in CPUC-authorized memorandum accounts. Excluding this item and surcharges, administrative and general expenses at the water segment increased by$2.2 million as a result of increases in labor costs and other employee-related benefits, insurance costs, and regulatory costs incurred in connection with the pending general rate case. For the year endedDecember 31, 2020 , administrative and general expenses at the electric segment include an increase of$145,000 in billed surcharges, with a corresponding and offsetting increase in administrative and general expenses. The remaining increase was due to higher labor costs and other employee-related benefits, and outside service costs as compared to 2019. For the year endedDecember 31, 2020 , administrative and general expenses for contracted services decreased by$3.2 million due to lower (i) legal and other outside services, (ii) labor costs and other employee-related benefit, and (iii) travel and related costs resulting from the impact of COVID-19, as compared to the same period in 2019. Depreciation and Amortization For the years endedDecember 31, 2020 and 2019, depreciation and amortization expense by segment consisted of the following amounts (in thousands): Year Year Ended Ended $ % 12/31/2020 12/31/2019 CHANGE CHANGE Water Services$ 30,969 $ 29,956 $ 1,013 3.4 % Electric Services 2,479 2,485 (6) -0.2 % Contracted Services 3,402 2,956
446 15.1 %
Total depreciation and amortization
The increases in depreciation expense resulted mostly from additions to utility plant and other fixed assets. Included in 2019's depreciation expense for the electric segment was the impact of theAugust 2019 CPUC decision in the electric general rate case, which was retroactive toJanuary 1, 2018 . 35
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Maintenance
For the years ended
Year Year Ended Ended $ % 12/31/2020 12/31/2019 CHANGE CHANGE Water Services$ 11,737 $ 11,850 $ (113) -1.0 % Electric Services 985 993 (8) -0.8 % Contracted Services 2,980 2,623 357 13.6 % Total maintenance$ 15,702 $ 15,466 $ 236 1.5 % Maintenance increased at the contracted services segment due to higher planned maintenance performed as compared to 2019. Property and Other Taxes For the years endedDecember 31, 2020 and 2019, property and other taxes by segment, consisted of the following amounts (in thousands): Year Year Ended Ended $ % 12/31/2020 12/31/2019 CHANGE CHANGE Water Services$ 18,261 $ 17,034 $ 1,227 7.2 % Electric Services 1,232 1,134 98 8.6 % Contracted Services 2,706 1,874
832 44.4 %
Total property and other taxes
Property and other taxes increased overall by$2.2 million during 2020 as compared to 2019 due, in large part, from an increase in property taxes resulting from capital additions and the associated higher assessed property values. There was also an increase in non-income tax assessments and fees due to an increase in gross revenues at the contracted services segment.ASUS Construction For the year endedDecember 31, 2020 , construction expenses for contracted services were$62.4 million , increasing by$6.7 million compared to 2019 due to an overall increase in construction activity, as well as additional costs incurred on certain construction projects. Interest Expense For the years endedDecember 31, 2020 and 2019, interest expense by segment, including AWR (parent), consisted of the following amounts (in thousands): Year Year Ended Ended $ % 12/31/2020 12/31/2019 CHANGE CHANGE Water Services$ 20,946 $ 21,966 $ (1,020) -4.6 % Electric Services 767 1,433 (666) -46.5 % Contracted Services 478 587 (109) -18.6 % AWR (parent) 340 600 (260) -43.3 % Total interest expense$ 22,531 $ 24,586 $ (2,055) -8.4 % An overall decrease in interest expense resulted from the benefits of lower interest rates in 2020 compared to 2019, partially offset by higher overall borrowing levels. InJuly 2020 , GSWC issued new unsecured long-term private placement notes totaling$160.0 million . As a result, interest expense at the water segment is expected to increase consistent with its capital expenditures program. In addition, the decrease in interest expense at the electric segment is due, in part, to the recording of allowance for funds used during construction on certain construction projects. However, interest expense is also expected to increase at the electric segment as a result of increased capital expenditures anticipated in connection with its wildfire mitigation plans. 36
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Interest Income For the years endedDecember 31, 2020 and 2019, interest income by business segment, including AWR (parent), consisted of the following amounts (in thousands): Year Year Ended Ended $ % 12/31/2020 12/31/2019 CHANGE CHANGE Water Services$ 634 $ 1,662 $ (1,028) -61.9 % Electric Services 183 205 (22) -10.7 % Contracted Services 974 1,321 (347) -26.3 % AWR (parent) 10 61 (51) -83.6 % Total interest income$ 1,801 $ 3,249 $ (1,448) -44.6 % For the year endedDecember 31, 2020 , interest income decreased overall by$1.4 million as compared to 2019 due primarily to lower interest income earned on regulatory assets at the water segment bearing interest at the current 90-day commercial paper rate, which decreased compared to 2019, as well as lower regulatory asset balances resulting from the recovery of such balances through surcharges in place. There was also a decrease in interest income recognized on certain initial construction projects performed at the contracted services segment. Other Income and (Expense), net For the years endedDecember 31, 2020 and 2019, other income and (expense) by business segment, including AWR (parent), consisted of the following amounts (in thousands): Year Year Ended Ended $ % 12/31/2020 12/31/2019 CHANGE CHANGE Water Services$ 4,495 $ 3,257 $ 1,238 38.0 % Electric Services 248 23 225 * Contracted Services (138) (238) 100 -42.0 % AWR (parent) 248 234 14 6.0 % Total interest income$ 4,853 $ 3,276 $ 1,577 48.1 % * not meaningful For the year endedDecember 31, 2020 , other income increased by$1.6 million primarily due primarily to a decrease in the non-service cost components of net periodic benefit costs related to Registrant's defined benefit pension plans and other retirement benefits as compared to 2019. Because of GSWC's and BVESI's two-way pension balancing accounts authorized by the CPUC, changes in pension costs have no material impact to net earnings at the regulated utilities. The decrease in the non-service cost components was partially offset by lower gains recognized on investments held for a retirement benefit plan because of recent market conditions, as compared to 2019. Income Tax Expense For the years endedDecember 31, 2020 and 2019, income tax expense by segment, including AWR (parent), consisted of the following amounts (in thousands): Year Year Ended Ended $ % 12/31/2020 12/31/2019 CHANGE CHANGE Water Services$ 20,515 $ 17,295 $ 3,220 18.6 % Electric Services 2,689 2,882 (193) -6.7 % Contracted Services 5,201 5,202 (1) - % AWR (parent) (208) (709) 501 -70.7 % Total income tax expense$ 28,197 $ 24,670 $ 3,527 14.3 % Consolidated income tax expense for the year endedDecember 31, 2020 increased by$3.5 million due to an increase in pretax income and a higher overall effective income tax rate ("ETR"). AWR's consolidated effective ETR was 24.6% and 22.6% for the years endedDecember 31, 2020 and 2019, respectively. The increase was due primarily to the increase in GSWC's ETR, which was 25.0% for 2020 as compared to 23.2% for 2019 resulting primarily from net changes in certain flow-through and permanent items. The decrease in the tax benefit at AWR (parent) was the result of changes in state unitary taxes. 37
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Information comparing the consolidated results of operations for fiscal years 2019 and 2018 can be found under Item 7, Management's Discussion and Analysis under the heading "Consolidated Results of Operations-Years EndedDecember 31, 2019 and 2018" in AWR's Annual Report on Form 10-K for the fiscal year endedDecember 31, 2019 filed with theSEC . 38
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Critical Accounting Policies and Estimates Critical accounting policies and estimates are those that are important to the portrayal of AWR's financial condition, results of operations and cash flows, and require the most difficult, subjective or complex judgments of AWR's management. The need to make estimates about the effect of items that are uncertain is what makes these judgments difficult, subjective and/or complex. Management makes subjective judgments about the accounting and regulatory treatment of many items. The following are accounting policies that are critical to the financial statements of AWR. For more information regarding the significant accounting policies of Registrant, see Note 1 of " Notes to Financial Statements " included in Part II, Item 8, in Financial Statements and Supplementary Data. Accounting for Rate Regulation - Because GSWC and BVESI operate extensively in regulated businesses, they are subject to the authoritative guidance for accounting for the effects of certain types of regulation. Application of this guidance requires accounting for certain transactions in accordance with regulations adopted by the regulatory commissions of the states in which rate-regulated operations are conducted. Utility companies defer costs and credits on the balance sheet as regulatory assets and liabilities when it is probable that those costs and credits will be recognized in the ratemaking process in a period different from the period in which they would have been reflected in income by an unregulated company. These deferred regulatory assets and liabilities are then reflected in the income statement in the period in which the same amounts are reflected in the rates charged for service. Regulation and the effects of regulatory accounting have the most significant impact on the financial statements of GSWC and BVESI. When either files for adjustments to rates, the capital assets, operating costs and other matters are subject to review, and disallowances may occur. In the event that a portion of either GSWC's or BVESI's operations are no longer subject to the accounting guidance for the effects of certain types of regulation, they are required to write-off related regulatory assets that are not specifically recoverable and determine if other assets might be impaired. If the CPUC determines that a portion of either GSWC's or BVESI's assets are not recoverable in customer rates, management is required to determine if it has suffered an asset impairment that would require a write-down in the asset valuation. Management continually evaluates the anticipated recovery, settlement or refund of regulatory assets, liabilities, and revenues subject to refund and provides for allowances and/or reserves that it believes to be necessary. In the event that management's assessment as to the probability of the inclusion in the ratemaking process is incorrect, the associated regulatory asset or liability will be adjusted to reflect the change in assessment or the impact of regulatory approval of rates. Reviews by the CPUC may also result in additional regulatory liabilities to refund previously collected revenues to customers if the CPUC were to disallow costs included in the ratemaking process. Registrant also reviews its utility plant in-service for possible impairment in accordance with accounting guidance for regulated entities for abandonments and disallowances of plant costs. Revenue Recognition - GSWC and BVESI record water and electric utility operating revenues when the service is provided to customers. Operating revenues include unbilled revenues that are earned (i.e., the service has been provided) but not billed by the end of each accounting period. Unbilled revenues are calculated based on the number of days and total usage from each customer's most recent billing record that was billed prior to the end of the accounting period and is used to estimate unbilled consumption as of the year-end reporting period. Unbilled revenues are recorded for both monthly and bi-monthly customers. In 2008, the CPUC granted GSWC the authority to implement revenue decoupling mechanisms through the adoption of the WRAM. With the adoption of this alternative revenue program, GSWC adjusts revenues in the WRAM for the difference between what is billed to its water customers and that which is authorized by the CPUC. In a final decision issued by the CPUC inAugust 2020 , any general rate case application filed by GSWC and the otherCalifornia water utilities after theAugust 27, 2020 effective date of this decision, may not include a proposal to continue the use of the WRAM, but may instead include a proposal to use a limited price adjustment mechanism (the Monterey-Style WRAM). The final decision will not have any impact on GSWC's WRAM balances during the current rate cycle covering the years 2019 - 2021, nor the pending general rate case application filed inJuly 2020 that will set new rates for the years 2022 - 2024. However, the next general rate case application in 2023 covering the years 2025 - 2027 will not include the continued use of the WRAM. The CPUC also granted BVESI a revenue decoupling mechanism through the BRRAM. BVESI adjusts revenues in the BRRAM for the difference between what is billed to its electric customers and that which is authorized by the CPUC. As required by the accounting guidance for alternative revenue programs, GSWC and BVESI are required to collect their WRAM and BRRAM balances, respectively, within 24 months following the year in which they are recorded. The CPUC has set the recovery period for under-collected balances that are up to 15% of adopted annual revenues at 18 months or less. For net WRAM under-collected balances greater than 15%, the recovery period is 19 to 36 months. As a result of the accounting guidance and CPUC-adopted recovery periods, Registrant must estimate if any WRAM and BRRAM revenues will be collected beyond the 24-month period, which can affect the timing of when such revenues are recognized. 39
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ASUS's 50-year firm fixed-price contracts with theU.S. government are considered service concession arrangements under ASC 853 Service Concession Arrangements. Accordingly, the services under these contracts are accounted for under Topic 606 Revenue from Contracts with Customers and the water and/or wastewater systems are not recorded as Property, Plant and Equipment on Registrant's balance sheet. Revenues forASUS's operations and maintenance contracts are recognized when services have been rendered to theU.S. government pursuant to 50-year contracts. Revenues from construction activities are recognized based on either the percentage-of-completion or cost-plus methods of accounting. In accordance with GAAP, revenue recognition under these methods requires management to estimate the progress toward completion on a contract in terms of efforts, such as costs incurred. This approach is used because management considers it to be the best available measure of progress on these contracts. Changes in job performance, job conditions, change orders and estimated profitability, including those arising from any contract penalty provisions, and final contract settlements may result in revisions to costs and income, and are recognized in the period in which the revisions are determined. Unbilled receivables from theU.S. government represent amounts to be billed for construction work completed and/or for services rendered pursuant to the 50-year contracts with theU.S government, which are not presently billable but which will be billed under the terms of the contracts. Income Taxes - Registrant's income tax calculations require estimates due principally to the regulated nature of the operations of GSWC and BVESI, the multiple states in which Registrant operates, and potential future tax rate changes. Registrant uses the asset and liability method of accounting for income taxes under which deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which these temporary differences are expected to be recovered or settled. Changes in regulatory treatment, or significant changes in tax-related estimates, assumptions or law, could have a material impact on the financial position and results of operations of Registrant. As regulated utilities, GSWC and BVESI treat certain temporary differences as flow-through adjustments in computing their income tax expense consistent with the income tax approach approved by the CPUC for ratemaking purposes. Flow-through adjustments increase or decrease tax expense in one period, with an offsetting decrease or increase occurring in another period. Giving effect to these temporary differences as flow-through adjustments typically results in a greater variance between the effective tax rate and the statutory federal income tax rate in any given period than would otherwise exist if GSWC or BVESI were not required to account for its income taxes as regulated enterprises. As ofDecember 31, 2020 , Registrant's total amount of unrecognized tax benefits was zero. Pension Benefits - Registrant's pension benefit obligations and related costs are calculated using actuarial concepts within the framework of accounting guidance for employers' accounting for pensions and post-retirement benefits other than pensions. Two critical assumptions, the discount rate and the expected return on plan assets, are important elements of expense and/or liability measurement. We evaluate these critical assumptions annually. Other assumptions include employee demographic factors such as retirement patterns, mortality, turnover and rate of compensation increase. The discount rate enables Registrant to state expected future cash payments for benefits as a present value on the measurement date. The guideline for setting this rate is a high-quality, long-term corporate bond rate. Registrant's discount rates were determined by considering the average of pension yield curves constructed using a large population of high-quality corporate bonds. The resulting discount rates reflect the matching of plan liability cash flows to the yield curves. A lower discount rate increases the present value of benefit obligations and increases periodic pension expense. Conversely, a higher discount rate decreases the present value of benefit obligations and decreases periodic pension expense. To determine the expected long-term rate of return on the plan assets, Registrant considers the current and expected asset allocation, as well as historical and expected returns on each plan asset class. A lower expected rate of return on plan assets will increase pension expense. The long-term expected return on the pension plan's assets was 6.25% for 2020 and 6.5% for 2019. For the pension plan obligation, Registrant decreased the discount rate to 2.55% as ofDecember 31, 2020 from 3.43% as ofDecember 31, 2019 to reflect market interest-rate conditions atDecember 31, 2020 . A hypothetical 25-basis point further decrease in the assumed discount rate would have increased total net periodic pension expense for 2020 by approximately$933,000 , or 23.3%, and would have increased the projected benefit obligation ("PBO") and accumulated benefit obligation ("ABO") atDecember 31, 2020 by a total of$10.9 million , or 4.0%. A 25-basis point further decrease in the long-term return on pension-plan-asset assumption would have increased 2020 pension cost by approximately$472,000 , or 11.8%. In addition, changes in the fair value of plan assets will impact future pension cost and the Plan's funded status. Volatile market conditions can affect the value of plan assets held to fund its future long-term pension benefits. Any reductions in the value of plan assets will result in increased future expense, an increase in the underfunded position, and increase the required future contributions. The CPUC has authorized GSWC and BVESI to each maintain a two-way balancing account to track differences between their forecasted annual pension expenses adopted in rates and the actual annual expense to be recorded in accordance with the accounting guidance for pension costs. As ofDecember 31, 2020 , GSWC has a$1.0 million over-collection in its two- 40
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way pension balancing account for the general office and water regions. As ofDecember 31, 2020 , BVESI has a$206,000 over-collection in its two-way pension balancing account. Funding requirements for qualified defined benefit pension plans are determined by government regulations. In establishing the contribution amount, Registrant has considered the potential impact of funding-rule changes under the Pension Protection Act of 2006. Registrant contributes the minimum required contribution as determined by government regulations or the forecasted annual pension cost authorized by the CPUC and included in customer rates, whichever is higher. In accordance with this funding policy, for 2021 the pension contribution is expected to be approximately$3.6 million . Any differences between the forecasted annual pension costs in rates and the actual pension costs are included in the two-way pension balancing accounts. Additionally, market factors can affect assumptions we use in determining funding requirements with respect to our pension plan. For example, a relatively modest change in our assumptions regarding discount rates can materially affect our calculation of funding requirements. To the extent that market data compels us to reduce the discount rate used in our assumptions, our benefit obligations could materially increase. Changes in demographics, including increased numbers of retirees or increases in life expectancy assumptions may also increase the funding requirements of our obligations related to the pension plan. Mortality assumptions are a critical component of benefit obligation amounts and a key factor in determining the expected length of time for annuity payments. Assuming no changes in actuarial assumptions or plan amendments, the costs over the long term are expected to decrease due to the closure of Registrant's defined benefit pension plan to new employees as ofJanuary 1, 2011 . Employees hired or rehired afterDecember 31, 2010 are eligible to participate in a defined contribution plan. 41
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Liquidity and Capital Resources AWR Registrant's regulated business is capital intensive and requires considerable capital resources. A portion of these capital resources is provided by internally generated cash flows from operations. AWR anticipates that interest expense will increase in future periods due to the need for additional external capital to fund its construction program and as market interest rates increase. In addition, as the capital investment program continues to increase, coupled with the elimination of bonus depreciation for regulated utilities due to tax reform enacted in 2017, AWR and its subsidiaries anticipate they will need to access external financing more often. AWR believes that costs associated with capital used to fund construction at GSWC and BVESI will continue to be recovered through water and electric rates charged to customers. AWR funds its operating expenses and pays dividends on its outstanding Common Shares primarily through dividends from its wholly owned subsidiaries. The ability of GSWC and BVESI to pay dividends to AWR is restricted byCalifornia law. Under these restrictions, approximately$583.3 million was available for GSWC to pay dividends to AWR onDecember 31, 2020 . Approximately$62.8 million was available for BVESI to pay dividends to AWR as ofDecember 31, 2020 .ASUS's ability to pay dividends to AWR is dependent upon state laws in which each Military Utility Privatization Subsidiary operates, as well asASUS's ability to pay dividends underCalifornia law. When necessary, Registrant obtains funds from external sources in the capital markets and through bank borrowings under revolving credit facilities. Access to external financing on reasonable terms depends on the credit ratings of AWR and GSWC and current business conditions, including that of the water utility industry in general, as well as conditions in the debt and equity capital markets. AWR currently has access to a$200.0 million credit facility and borrows under this facility, which expires inMay 2023 , to provide funds to GSWC andASUS in support of their operations. The interest rate charged to GSWC andASUS is sufficient to cover AWR's interest expense under the credit facility. As ofDecember 31, 2020 , there was$134.2 million outstanding under this facility. BVESI has a 3-year,$35.0 million revolving credit facility. As ofDecember 31, 2020 , there was$20.2 million outstanding under this facility. Borrowings made under this facility support BVESI's operations and capital expenditures. Under the terms of the credit agreement, BVESI has the option to request an increase in the facility by an additional$15.0 million . Furthermore, the CPUC issued a decision inDecember 2019 approving, among other things, BVESI's authority to issue long-term financing not to exceed$75 million . OnMay 7, 2020 , the CPUC also approved GSWC's finance application filed inNovember 2019 requesting authority to issue additional long-term debt and equity securities not to exceed$465 million to support its water operations. Following the CPUC's approval, onJuly 8, 2020 , GSWC completed the issuance of unsecured private placement notes totaling$160.0 million . This financing consisted of GSWC issuing$85.0 million in 2.17% senior notes which mature in 2030, and$75.0 million in 2.90% senior notes which mature in 2040. GSWC used the proceeds from the notes to pay down a majority of its intercompany borrowings from AWR. AWR used the proceeds from GSWC to pay down amounts outstanding under its credit facility. Previously, AWR had amended the credit facility to temporarily increase the borrowing capacity up to$260 million in order to meet the operational needs of GSWC andASUS . Following the issuance of GSWC's notes and effectiveJuly 15, 2020 , AWR reduced the aggregate borrowing capacity back down to$200 million pursuant to the terms of the revolving credit facility agreement. As part of the response to the COVID-19 pandemic, GSWC and BVESI have suspended, throughJune 30, 2021 , service disconnections for non-payment pursuant to CPUC orders. This is expected to reduce Registrant's cash flows from operating activities and increase borrowings under AWR's and BVESI's credit facilities. The magnitude of the reduction to cash flows is difficult to predict at this time, and is dependent on variables such as the duration of any stay-at-home orders issued by state and local governments and the associated impact such orders have on the economy, how successful such measures would be in containing the outbreak, and the nature and effectiveness of government assistance. InJune 2020 , Standard and Poor's Global Ratings ("S&P") affirmed an A+ credit rating with a stable outlook on both AWR and GSWC. S&P's debt ratings range fromAAA (highest possible) to D (obligation is in default). Also inJune 2020 , Moody's Investors Service ("Moody's") reaffirmed its A2 rating with a stable outlook for GSWC. Securities ratings are not recommendations to buy, sell or hold a security, and are subject to change or withdrawal at any time by the rating agencies. Registrant believes that AWR's sound capital structure and A+ credit rating, combined with its financial discipline, will enable Registrant to access the debt and equity markets. However, unpredictable financial market conditions in the future may limit its access or impact the timing of when to access the market, in which case Registrant may choose to temporarily reduce its capital spending. 42
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AWR's ability to pay cash dividends on its Common Shares outstanding depends primarily upon cash flows from its subsidiaries. AWR intends to continue paying quarterly cash dividends in the future, on or aboutMarch 1 ,June 1 ,September 1 andDecember 1 , subject to earnings and financial conditions, regulatory requirements and such other factors as the Board of Directors may deem relevant. OnFebruary 2, 2021 , AWR's Board of Directors approved a first quarter dividend of$0.335 per share on AWR's Common Shares. Dividends on the Common Shares will be paid onMarch 2, 2021 to shareholders of record at the close of business onFebruary 16, 2021 . AWR has paid dividends on its Common Shares for over 81 consecutive years, and has increased the dividends received by shareholders each calendar year for 66 consecutive years, which places it in an exclusive group of companies on theNew York Stock Exchange that have achieved that result. Registrant's current policy is to achieve a compound annual growth rate in the dividend of more than 7% over the long-term. Registrant's current liabilities may at times exceed its current assets. Management believes that internally generated cash flows from operations, borrowings from AWR's and BVESI's credit facilities, and access to long-term financing from capital markets will be adequate to provide sufficient capital to maintain normal operations and to meet its capital and financing requirements. Cash Flows from Operating Activities: Cash flows from operating activities have generally provided sufficient cash to fund operating requirements, including a portion of construction expenditures at GSWC and BVESI, and construction expenses atASUS , and to pay dividends. Registrant's future cash flows from operating activities are expected to be affected by a number of factors, including utility regulation; changes in tax law; maintenance expenses; inflation; compliance with environmental, health and safety standards; production costs; customer growth; per-customer usage of water and electricity; weather and seasonality; conservation efforts; compliance with local governmental requirements, including mandatory restrictions on water use; the impact of the COVID-19 pandemic on its customers' ability to pay utility bills and required cash contributions to pension and post-retirement plans. Future cash flows from contracted services subsidiaries will depend on new business activities, existing operations, the construction of new and/or replacement infrastructure at military bases, timely economic price and equitable adjustment of prices, and timely collection of payments from theU.S. government and other prime contractors operating at the military bases and any adjustments arising out of an audit or investigation by federal governmental agencies.ASUS funds its operating expenses primarily through internal operating sources, which includeU.S. government funding under 50-year contracts for operations and maintenance costs and construction activities, as well as investments by, or loans from, AWR.ASUS , in turn, provides funding to its subsidiaries.ASUS's subsidiaries may also from time to time provide funding toASUS or its subsidiaries. Cash flows from operating activities are primarily generated by net income, adjusted for non-cash expenses such as depreciation and amortization. Cash generated by operations varies during the year. Net cash provided by operating activities was$122.2 million for the year endedDecember 31, 2020 as compared to$116.9 million for the year endedDecember 31, 2019 . The increase in cash was due, in part, to the refunding of$7.2 million to water customers during the third quarter of 2019 related to the 2017 Tax Cuts and Jobs Act. There were no equivalent refunds made during the same period in 2020. There was also an increase in customer rates effectiveJanuary 1, 2020 as well as higher water customer usage during 2020, which reduced the WRAM under-collection as compared to 2019. These increases were partially offset by a decrease in cash flows from accounts receivable from utility customers due to the economic impact of the COVID-19 pandemic, and the CPUC-mandated suspension of service disconnections to customers for non-payment. There were also decreases in cash flows resulting from the timing in billing of and cash receipts for construction work at military bases during the year endedDecember 31, 2020 . The billings (and cash receipts) for construction work at our contracted services segment generally occur at completion of the work or in accordance with a billing schedule contractually agreed to with theU.S. government and/or other prime contractors. Thus, cash flow from construction-related activities may fluctuate from period to period with such fluctuations representing timing differences of when the work is being performed and when the cash is received for payment of the work. The timing of cash receipts and disbursements related to other working capital items also affected the change in net cash provided by operating activities. 43
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Cash Flows from Investing Activities: Net cash used in investing activities was$131.6 million for the year endedDecember 31, 2020 as compared to$153.2 million used in 2019 largely due to a decrease in capital expenditures at GSWC, partially offset by an increase in capital expenditures at BVESI. GSWC's capital expenditures activity has been negatively affected by the COVID-19 pandemic, including among other things, local mandated restrictions on shutting off service as part of the response to the pandemic. These restrictions have impacted pipeline replacement projects, which require temporary service shut-offs in order to complete them. There has also been delays in obtaining permits from local cities and governments. Registrant invests capital to provide essential services to its regulated customer base, while working with its regulators to have the opportunity to earn a fair rate of return on investment. Registrant's infrastructure investment plan consists of both infrastructure renewal programs (where infrastructure is replaced, as needed) and major capital investment projects (where new water treatment, supply and delivery facilities are constructed). GSWC may also be required from time to time to relocate existing infrastructure in order to accommodate local infrastructure improvement projects. Projected capital expenditures and other investments are subject to periodic review and revision. During 2021, the regulated utilities' company-funded capital expenditures are expected to be between$120 and$135 million . Cash used for other investments consists primarily of cash invested in a trust for a retirement benefit plan. Cash Flows from Financing Activities: Registrant's financing activities include primarily: (i) the sale proceeds from the issuance of Common Shares; (ii) the issuance and repayment of long-term debt and notes payable to banks; and (iii) the payment of dividends on Common Shares. In order to finance new infrastructure, GSWC also receives customer advances (net of refunds) for, and contributions in aid of, construction. Borrowings on AWR's and BVESI's credit facilities are used to fund GSWC and BVESI capital expenditures, respectively, until long-term financing is arranged. Overall debt levels are expected to increase to fund a portion of the costs of the capital expenditures that will be made by Registrant. Net cash provided by financing activities was$44.8 million for the year endedDecember 31, 2020 as compared to$30.5 million provided for 2019. The increase in cash provided by financing activities in 2020 was due to the issuance by GSWC of new unsecured private placement notes totaling$160.0 million . There were also net borrowings on BVESI's credit facility, which was established in July of 2020. These increases in cash were partially offset by the pay down in borrowings on AWR's credit facility using the proceeds from GSWC's$160.0 million debt issuance. A portion of the net borrowings from AWR's credit facility during 2019 was used to fund the repayment of$40.0 million senior notes, which matured inMarch 2019 . GSWC GSWC funds its operating expenses, payments on its debt, dividends on its outstanding common shares, and a portion of its construction expenditures through internal sources. Internal sources of cash flow are provided primarily by retention of a portion of earnings from operating activities. Internal cash generation is influenced by factors such as weather patterns, conservation efforts, environmental regulation, litigation, changes in tax law and deferred taxes, changes in supply costs and regulatory decisions affecting GSWC's ability to recover these supply costs, timing of rate relief, increases in maintenance expenses and capital expenditures, surcharges authorized by the CPUC to enable GSWC to recover expenses previously incurred from customers, and CPUC requirements to refund amounts previously charged to customers. Internal cash flows may also be impacted from delays in receiving payments from GSWC customers due to the economic impact of the COVID-19 pandemic and state legislation suspending customer disconnections for non-payment. GSWC may, at times, utilize external sources for long-term financing, as well as obtain funds from equity investments and intercompany borrowings from AWR to help fund a portion of its operations and construction expenditures. OnJuly 8, 2020 , GSWC completed the issuance of unsecured private placement notes totaling$160.0 million . Furthermore, AWR borrows under a revolving credit facility, which expires inMay 2023 , and provides funds to GSWC in support of its operations under intercompany borrowing arrangements. In addition, GSWC receives advances and contributions from customers, homebuilders and real estate developers to fund construction necessary to extend service to new areas. Advances for construction are generally refundable at a rate of 2.5% in equal annual installments over 40 years. Amounts that are no longer subject to refund are reclassified to contributions in aid of construction. Utility plant funded by advances and contributions is excluded from rate base. Generally, GSWC amortizes contributions in aid of construction at the same composite rate of depreciation for the related property. As is often the case with public utilities, GSWC's current liabilities may at times exceed its current assets. Management believes that internally generated funds, along with the proceeds from the issuance of long-term debt, borrowings from AWR and common share issuances to AWR, will be adequate to provide sufficient capital to enable GSWC to maintain normal operations and to meet its capital and financing requirements pending recovery of costs in rates. 44
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The CPUC requires GSWC to completely pay down all intercompany borrowings from AWR within a 24-month period. The end of the next 24-month period in which GSWC was required to completely pay down its intercompany borrowings was inNovember 2020 . OnOctober 27, 2020 , the Board of Directors approved the issuance of five additional GSWC common shares to AWR for$60.0 million . The five GSWC shares were issued to AWR during the fourth quarter of 2020. GSWC used a portion of the proceeds from the issuance to pay down intercompany borrowings owed to AWR. AWR parent used these proceeds from GSWC to pay down amounts outstanding under its credit facility. OnJuly 1, 2020 , GSWC completed the transfer of the net assets from its electric utility division to BVESI. As a result of this transfer, fromJuly 1, 2020 onward, the cash flows of the electric segment are no longer included in GSWC's statement of cash flows, but continue to be included in AWR's consolidated statement of cash flows. Cash Flows from Operating Activities: Net cash provided by operating activities was$110.3 million for the year endedDecember 31, 2020 as compared to$96.6 million for the same period in 2019.
The
increase in cash was due, in part, to the refunding of$7.2 million to water customers during the third quarter of 2019 related to the 2017 Tax Cuts and Jobs Act. There were no equivalent refunds made during 2020. There was also an increase in customer water rates effectiveJanuary 1, 2020 as well as higher water customer usage during 2020, which reduced the WRAM under-collection as compared to 2019. These increase were partially offset by a decrease in cash flows from accounts receivable from utility customers due to the economic impact of the COVID-19 pandemic, and the CPUC-mandated suspension of customer service disconnections for nonpayment. The timing of cash receipts and disbursements related to other working capital items also affected the change in net cash provided by operating activities. Cash Flows from Investing Activities: Net cash used in investing activities was$117.7 million for the year endedDecember 31, 2020 as compared to$144.2 million for the same period in 2019. During the years endedDecember 31, 2020 and 2019, cash paid for capital expenditures was$116.4 million and$142.9 million , respectively. Due to the electric utility reorganization effectiveJuly 1, 2020 , GSWC's cash flows from investing activities during 2020 include six months of electric utility capital expenditures, as compared to twelve months of capital expenditures in 2019. In addition, capital expenditures activity at GSWC has been negatively affected by the COVID-19 pandemic, including among other things, local mandated restrictions on shutting off service as part of the response to the pandemic, as well as delays in obtaining permits from local cities and governments. These restrictions have impacted pipeline replacement projects, which require temporary service shut-offs in order to complete them. InOctober 2020 , AWR issued an interest bearing promissory note to GSWC, which expires inMay 2023 . Under the terms of this note, AWR may borrow from GSWC amounts up to$30 million for working capital purposes. AWR agrees to pay any unpaid principal amounts outstanding under this note, plus accrued interest. InNovember 2020 , AWR borrowed$6 million from GSWC under the terms of the note, which was subsequently repaid inDecember 2020 . As ofDecember 31, 2020 , there were no amounts outstanding under this note. Cash Flows from Financing Activities: Net cash provided by financing activities was$42.5 million for 2020 as compared to$43.8 million for 2019. The decrease was largely due to an increase in dividends paid to AWR parent in 2020 as compared to 2019. These dividends as well as the pay down of intercompany borrowings from AWR were largely funded through the issuance by GSWC of unsecured private placement notes totaling$160.0 million , as well as the issuance of five additional GSWC common shares to AWR for$60.0 million . In 2019, there were net intercompany borrowings from AWR used to partially fund capital expenditures and to repay$40.0 million of GSWC debt, which matured in 2019. 45
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Contractual Obligations, Commitments and Off-Balance-Sheet Arrangements Registrant has various contractual obligations, which are recorded as liabilities in the consolidated financial statements. Other items, such as certain purchase commitments, are not recognized as liabilities in the consolidated financial statements but are required to be disclosed. In addition to contractual maturities, Registrant has certain debt instruments that contain annual sinking funds or other principal payments. Registrant believes that it will be able to refinance debt instruments at their maturity through public issuance or private placement of debt or equity. Annual payments to service debt are generally made from cash flows from operations. The following table reflects Registrant's contractual obligations and commitments to make future payments pursuant to contracts as ofDecember 31, 2020 . The table reflects only financial obligations and commitments. Therefore, performance obligations associated with our 50-year firm, fixed-price contracts with theU.S. government at our contracted services segment are not included in the amounts below. Payments/Commitments Due by Period (1) Less than 1 ($ in thousands) Total Year 1-3 Years 4-5 Years After 5 Years Notes/Debentures (2)$ 187,000
$ - $ - $ -
243,000 - - -
243,000
Tax-Exempt Obligations (4) 11,052 159 357 405
10,131
Other Debt Instruments (5) 3,219 199 431 474 2,115 Total AWR Long-Term Debt$ 444,271 $ 358 788$ 879 $ 442,246 Interest on Long-Term Debt (6)$ 276,106
66,777 3,423 6,825 6,693
49,836
Renewable Energy Credit Agreement (8) 1,858 620 1,238 - - Purchased Power Contracts (9) 20,123 5,644 10,419 4,060 - Capital Expenditures (10) 12,317 12,317 - - - Water Purchase Agreements (11) 3,762 426 852 809 1,675 Operating Leases (12) 13,456 2,561 4,143 2,827 3,925 Employer Contributions (13) 27,826 3,626 14,840 9,360 SUB-TOTAL$ 422,225 $ 51,515 $ 84,069 $ 69,432 $ 217,209 Other Commitments (14) 144,109 TOTAL$ 1,010,605 (1) Excludes dividends and facility fees. (2) The notes and debentures have been issued by GSWC under an Indenture datedSeptember 1, 1993 , as amended inDecember 2008 . The notes and debentures do not contain any financial covenants that Registrant believes to be material or any cross-default provisions. (3) GSWC issued private placement notes in 1991 in the amount of$28.0 million pursuant to the terms of note purchase agreements with substantially similar terms. These agreements contain restrictions on the payment of dividends, minimum interest coverage requirements, a maximum debt-to-capitalization ratio, and a negative pledge. Pursuant to the terms of these agreements, GSWC must maintain a minimum interest coverage ratio of two times interest expense. In addition, senior private placement notes totaling$215.0 million have been issued to various banks, including$160.0 million of unsecured private placement notes issued inJuly 2020 . Under the terms of each of these senior notes, GSWC may not incur any additional debt or pay any distributions to its shareholders if, after giving effect thereto, it would have a debt to capitalization ratio in excess of 0.6667-to-1 or a debt to earnings before interest, taxes, depreciation and amortization ratio of more than 8-to-1. GSWC is in compliance with all of its covenant provisions as ofDecember 31, 2020 . GSWC does not currently have any outstanding mortgages or other liens on indebtedness on its properties. (4) Consists of obligations at GSWC related to (i) a loan agreement supporting$7.7 million in outstanding debt issued by theCalifornia Pollution Control Financing Authority , and (ii)$3.3 million of obligations with respect to GSWC's 500 acre-foot entitlement to water from theState Water Project ("SWP"). These obligations do not contain any financial covenants believed to be material to Registrant or any cross-default provisions. In regard to its SWP entitlement, GSWC has entered into agreements with various developers for a portion of its 500 acre-foot entitlement to water from the SWP. 46
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(5) Consists of the outstanding debt portion of funds received under the American Recovery and Reinvestment Act for reimbursements of capital costs related to the installation of meters for conversion of non-metered service to metered service inGSWC's Arden-Cordova District . (6) Consists of expected interest expense payments based on the assumption that GSWC's long-term debt remains outstanding until maturity. (7) Advances for construction represent contract refunds mostly from GSWC to developers for the cost of water systems paid for by the developers. The advances are generally refundable in equal annual installments over 40-year periods. (8) Consists of an agreement by BVESI to purchase renewable energy credits through 2023. These renewable energy credits are used to meetCalifornia's renewables portfolio standard. (9) Consists of BVESI fixed-cost purchased power contracts executed inSeptember 2019 withExelon Generation Company, LLC andMorgan Stanley Capital Group Inc. (10) Consists primarily of capital expenditures estimated to be required under signed contracts at GSWC and BVESI as ofDecember 31, 2020 . (11) Water purchase agreements consist of (i) a remaining amount of$1.9 million under an agreement expiring in 2028 to use water rights from a third party, and (ii) an aggregate amount of$1.9 million of other water purchase commitments with other third parties, which expire between 2025 through 2038. (12) Reflects future minimum payments under noncancelable operating leases for both GSWC andASUS . (13) Consists of expected contributions to Registrant's defined benefit pension plan for the years 2021 through 2024. Contributions to the pension plan are expected to be the higher of the minimum required contributions under the Employee Retirement Income Security Act ("ERISA") or the amounts that are recovered in customer rates and approved by the CPUC. These amounts are estimates and are subject to change based on, among other things, the limits established for federal tax deductibility (pension plan) and the significant impact that returns on plan assets and changes in discount rates have on such amounts. (14) Other commitments consist primarily of (i) a$200 million revolving credit facility under AWR, of which$134.2 million was outstanding as ofDecember 31, 2020 ; (ii) a$35.0 million revolving credit facility under BVESI, of which$20.2 million was outstanding as ofDecember 31, 2020 ; (iii) a$9.3 million asset retirement obligations of GSWC that reflect the retirement of wells by GSWC, which by law need to be properly capped at the time of removal; (iv) irrevocable letters of credit in the amount of$440,000 for the deductible in Registrant's business automobile insurance policies; and (v) a$15,000 irrevocable letter of credit issued on behalf of GSWC pursuant to a franchise agreement with theCity of Rancho Cordova . All of the letters of credit are issued pursuant to AWR's revolving credit facility. Off-Balance-Sheet Arrangements Registrant has various contractual obligations that are recorded as liabilities in the consolidated financial statements. Other items, such as certain purchase commitments, are not recognized as liabilities in the consolidated financial statements but are required to be disclosed. Except for those disclosed above in the table, Registrant does not have any other off-balance-sheet arrangements. 47
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Effects of Inflation The rates of GSWC and BVESI are established to provide recovery of costs and a fair return on shareholders' investment. Recovery of the effects of inflation through higher water and electric rates is dependent upon receiving adequate and timely rate increases; however, authorized rates charged to customers are usually based on a forecast of expenses and capital costs. Rates may lag increases in costs caused by unanticipated inflation. During periods of moderate to low inflation, as has been experienced for the last several years, the effects of inflation on operating results have not been significant. Furthermore, the CPUC approves projections for a future test year in general rate cases which reduces the impact of inflation to the extent that GSWC's or BVESI's inflation forecasts are accurate. For the Military Utility Privatization Subsidiaries, under the terms of the 50-year contracts with theU.S. government, the contract price is subject to an economic price adjustment on an annual basis.ASUS has experienced delays in some of its economic price adjustments. However, when adjustments are finalized, they are implemented retroactively to the effective date of the economic price adjustment. Climate Change Water - GSWC considers the potential impacts of climate change in its water supply portfolio planning and its overall infrastructure replacement plans. In addition, GSWC considers the impacts of greenhouse gas emissions and other environmental concerns in its operations and infrastructure investments. Electric -California has established a cap-and-trade program applicable to greenhouse gas emissions. While BVESI's power-plant emissions are below the reporting threshold, as a "Covered Entity" BVESI has an obligation to file a report in June of each year under the Greenhouse Gas Mandatory Reporting Regulation. TheState of California and the CPUC have also established renewable energy procurement targets. BVESI has entered into a CPUC-approved ten-year contract for renewable energy credits. Because of this agreement, BVESI believes it will comply through at least 2023 withCalifornia's renewable energy statutes that address this issue. BVESI is also required to comply with the CPUC's greenhouse gas emission performance standards. Under these standards, BVESI must file an annual attestation with the CPUC stating that BVESI is in compliance. Specifically, BVESI must attest to having no new ownership investment in generation facilities exceeding the emission performance standards and no long-term commitments for generation exceeding the standards. InFebruary 2021 , BVESI filed an attestation that BVESI complied with the standards for 2020. At this time, management cannot estimate the impact, if any, that these regulations may have on future costs over BVESI's power plant operations or the cost of BVESI's purchased power from third party providers. BVESI Power-Supply Arrangements BVESI purchases power pursuant to purchased power contracts approved by the CPUC effective in the fourth quarter of 2019 at a fixed cost over three and five-year terms depending on the amount of power and period during which the power is purchased under the contracts. In addition to the purchased power contracts, BVESI buys additional energy to meet peak demand as needed and sells surplus power when necessary. The average price per MWh, including fixed costs, decreased to$67.52 per MWh in 2020 from$75.47 per MWh for 2019. BVESI's average energy costs are impacted by pricing fluctuations on the spot market. However, BVESI has implemented an electric-supply-cost balancing account, as approved by the CPUC, to alleviate any impacts to earnings. Construction Program GSWC maintains an ongoing water distribution main replacement program throughout its customer service areas based on the age and type of distribution-system materials, priority of leaks detected, remaining productive life of the distribution system and an underlying replacement schedule. In addition, GSWC and BVESI upgrade their facilities in accordance with industry standards, local and CPUC requirements, and new legislation. InSeptember 2018 , theCalifornia legislature enacted Senate Bill (SB) 901 mandating investor-owned electric utilities to submit an annual wildfire mitigation plan to the CPUC for approval. SB 901 requires all electric utilities to prepare plans on constructing, maintaining, and operating their electrical lines and equipment to minimize the risk of catastrophic wildfires. As ofDecember 31, 2020 , GSWC and BVESI have unconditional purchase obligations for capital projects of approximately$12.3 million . During the years endedDecember 31, 2020 , 2019 and 2018, GSWC and BVESI had capital expenditures of$130.4 million ,$140.8 million and$125.1 million , respectively. A portion of these capital expenditures was funded by developers through contributions in aid of construction, which are not required to be repaid, and refundable advances. During the years endedDecember 31, 2020 , 2019 and 2018, capital expenditures funded by developers were$7.0 million ,$4.7 million and$4.1 million , respectively. During 2021, the water and electric segments' company-funded capital expenditures are estimated to be approximately$120 -$135 million , including approximately$12.2 million estimated to be spent by BVESI on wildfire mitigation projects. 48
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Contracted Services Under the terms of the current and future utility privatization contracts with theU.S. government, each contract's price is subject to an economic price adjustment ("EPA") on an annual basis. In the event thatASUS (i) is managing more assets at specific military bases than were included in theU.S. government's request for proposal, (ii) is managing assets that are in substandard condition as compared to what was disclosed in the request for proposal, (iii) prudently incurs costs not contemplated under the terms of the utility privatization contract, and/or (iv) becomes subject to new regulatory requirements, such as more stringent water-quality standards,ASUS is permitted to file, and has filed, requests for equitable adjustment ("REAs"). The timely filing for and receipt of EPAs and/or REAs continues to be critical in order for the Military Utility Privatization Subsidiaries to recover increasing costs of operating, maintaining, renewing, and replacing the water and/or wastewater systems at the military bases it serves. Under the Budget Control Act of 2011 (the "2011 Act"), substantial automatic spending cuts, known as "sequestration," have impacted the expected levels ofDepartment of Defense budgeting. The Military Utility Privatization Subsidiaries have not experienced any earnings impact to their existing operations and maintenance and renewal and replacement services, as utility privatization contracts are an "excepted service" within the 2011 Act. While the ongoing effects of sequestration have been mitigated through the passage of the Bipartisan Budget Act of 2019 for fiscal years 2020 and 2019, similar issues may arise as part of fiscal uncertainty and/or future debt-ceiling limits imposed byCongress . However, any future impact onASUS and its operations through the Military Utility Privatization Subsidiaries will likely be limited to (a) the timing of funding to pay for services rendered, (b) delays in the processing of EPAs and/or REAs, (c) the timing of the issuance of contract modifications for new construction work not already funded by theU.S. government, and/or (d) delays in the solicitation for and/or awarding of new contracts under theDepartment of Defense utility privatization program. At times, the DCAA and/or the DCMA may, at the request of a contracting officer, perform audits/reviews of contractors for compliance with certain government guidance and regulations, such as the Federal Acquisition Regulations and Defense Federal Acquisition Regulation Supplements. Certain audit/review findings, such as system deficiencies for government-contract-business-system requirements, may result in delays in the resolution of filings submitted to and/or the ability to file new proposals with theU.S. government. Below is a summary of current and projected EPA filings for price adjustments to operations and maintenance fees and renewal and replacement fees for the Military Utility Privatization Subsidiaries in fiscal 2021. Military Base EPA period Filing Date October 2020 - Fort Bliss (FBWS) September 2021 Third Quarter 2020 February 2021 - Joint Base Andrews (TUS) January 2022 Fourth Quarter 2020 February 2021 - Fort Lee (ODUS) January 2022 Fourth Quarter 2020
Joint Base
2022 First Quarter of 2021 February 2021 - Fort Jackson (PSUS) January 2022 Fourth Quarter 2020 March 2021 -
February
Fort Bragg (ONUS) 2022 First Quarter 2021 Eglin Air Force Base (ECUS) June 2021 - May 2022 Second Quarter 2021 Fort Riley (FRUS) July 2021 - June 2022 Second Quarter 2021 49
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Regulatory Matters Certificates of Public Convenience and Necessity GSWC and BVESI hold Certificates of Public Convenience and Necessity ("CPCN") granted by the CPUC in each of the ratemaking areas they serve.ASUS is regulated, if applicable, by the state in which it primarily conducts water and/or wastewater operations. FBWS holds a CPCN from thePublic Utilities Commission of Texas .The Virginia State Corporation Commission exercises jurisdiction over ODUS as a public service company. TheMaryland Public Service Commission approved the right of TUS to operate as a water and wastewater utility at Joint Base Andrews,Maryland , based on certain conditions.The South Carolina Public Service Commission exercises jurisdiction over PSUS as a public service company. ONUS is regulated by the North Carolina Public Service Commission. ECUS and FRUS are not subject to regulation by their respective states' utility commissions. Rate Regulation GSWC and BVESI are subject to regulation by the CPUC which has broad authority over service and facilities, rates, classification of accounts, valuation of properties, the purchase, disposition and mortgaging of properties necessary or useful in rendering public utility service, the issuance of securities, the granting of certificates of public convenience and necessity as to the extension of services and facilities and various other matters. Rates that GSWC and BVESI are authorized to charge are determined by the CPUC in general rate cases and are derived using rate base, cost of service and cost of capital, as projected for a future test year. Rates charged to customers vary according to customer class and rate jurisdiction and are generally set at levels allowing for recovery of prudently incurred costs, including a fair return on rate base. Rate base generally consists of the original cost of utility plant in service, plus certain other assets, such as working capital and inventory, less accumulated depreciation on utility plant in service, deferred income tax liabilities and certain other deductions. GSWC is required to file a water general rate case application every three years according to a schedule established by the CPUC. General rate cases typically include an increase in the first test year with inflation-rate adjustments for expenses for the second and third years of the rate case cycle. For capital projects, there are two test years. Rates are based on a forecast of expenses and capital costs for each test year. BVESI's general rate cases are typically filed every four years. Rates may also be increased by offsets for certain expense increases, including, but not limited to, supply-cost offset and balancing-account amortization, advice letter filings related to certain plant additions and other operating cost increases. Neither the operations of AWR nor the operations and rates ofASUS are directly regulated by the CPUC. The CPUC does, however, regulate certain transactions between GSWC, BVESI andASUS and between GSWC and BVESI and AWR.General Rate Cases and Other Regulatory Matters Water Segment: Recent Changes in Rates The CPUC approved water rate increases effectiveJanuary 1, 2021 . These increases are expected to generate an additional$11.1 million in the adopted water gross margin for 2021 as compared to the adopted water gross margin in 2020. PendingGeneral Rate Case OnJuly 15, 2020 , GSWC filed a general rate case application for all of its water regions and the general office. This general rate case will determine new water rates for the years 2022 - 2024. Among other things, GSWC's requested capital budgets in this application of approximately$450.6 million for the three-year rate cycle, and another$11.4 million of capital projects to be filed for revenue recovery through advice letters when those projects are completed. A decision in the water general rate case is scheduled for the fourth quarter of 2021, with new rates to become effectiveJanuary 1, 2022 . Final Decision on Low-Income Affordability Rulemaking OnAugust 27, 2020 , the CPUC issued a final decision in the first phase of the CPUC's Order Instituting Rulemaking evaluating the low income ratepayer assistance and affordability objectives contained in the CPUC's 2010 Water Action Plan, which also addressed the continued use of the WRAM as well as the continued use of the MCBA, which is a full-cost balancing account used to track the difference between adopted and actual water supply costs (including the effects of changes in both rates and volume). Based on the final decision, any general rate case application filed by GSWC and the otherCalifornia water utilities after theAugust 27, 2020 effective date of this decision, may not include a proposal to continue the use of the WRAM or MCBA, but may instead include a proposal to use a limited price adjustment mechanism (the Monterey-Style WRAM) and an incremental supply cost balancing account. 50
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The final decision will not have any impact on GSWC's WRAM or MCBA balances during the current rate cycle (2019 - 2021). In addition, management believes that the decision supports GSWC's position that it does not apply to its general rate case application filed inJuly 2020 that will set new rates for the years 2022 - 2024. InFebruary 2021 , a procedural hearing in this pending general rate case was held, and the assigned administrative law judge in the proceeding agreed that GSWC is entitled to keep the use of the WRAM and MCBA through the year 2024. GSWC's next general rate case application will be filed in 2023 to establish new rates for the years 2025 - 2027 and, based on theAugust 27, 2020 decision, may not include the WRAM or MCBA for those years. Since its implementation in 2008, the WRAM and MCBA have helped mitigate fluctuations in GSWC's earnings due to changes in water consumption by its customers or changes in water supply mix. Replacing them with mechanisms recommended in the final decision would result in more volatility in GSWC's future earnings and could result in less than or more than full recovery of its authorized water gross margin. On or prior toOctober 5, 2020 , GSWC, otherCalifornia water utilities, and theCalifornia Water Association filed separate applications for rehearing on this matter. At this time, management cannot predict the outcome of this matter. Finance Application InNovember 2019 , GSWC filed a finance application with the CPUC requesting, among other things, authorization to issue additional long-term debt and equity securities not to exceed$465 million to support its water operations. OnMay 7, 2020 , the CPUC approved the finance application. Following the CPUC's approval, onJuly 8, 2020 , GSWC completed the issuance of unsecured private placement notes totaling$160.0 million . Cost of Capital Proceeding Investor-owned water utilities servingCalifornia are required to file their cost of capital applications on a triennial basis. GSWC's next cost of capital application is scheduled to be filed byMay 1, 2021 for the years 2022 - 2024. However, GSWC, along with three other investor-owned water utilities inCalifornia , filed a joint request with the CPUC onJanuary 5, 2021 to postpone the cost of capital applications by another year. Last year the utilities sought a one-year deferral of theMay 2020 cost of capital applications, which was approved inMarch 2020 . Similar to that deferral, this year's joint request asked that the utilities keep the cost of capital parameters as authorized in 2018 in effect through 2022, and file new cost of capital applications byMay 1, 2022 to set the cost of debt, return on equity and capital structure startingJanuary 1, 2023 . GSWC's current authorized rate of return on rate base is 7.91%, based on its weighted cost of capital, which will continue in effect throughDecember 31, 2022 if the additional deferral is approved. At this time, management cannot predict the outcome of this request. Electric Segment: Completion of Electric Utility Reorganization Plan OnJuly 1, 2020 , GSWC completed the transfer of the electric utility assets and liabilities from its electric division to BVESI in exchange for common shares of BVESI. GSWC then immediately distributed all of BVESI's common shares to AWR, whereupon BVESI became wholly owned directly by AWR. The reorganization is not expected to result in any substantive changes to AWR's operations or business segments. Recent Changes in Rates OnAugust 15, 2019 , the CPUC issued a final decision on the electric segment's general rate case which, among other things, increases the adopted electric gross margin by$1.2 million for 2020, by$1.1 million for 2021, and by$1.0 million for 2022 (the electric rate increases are not subject to an earnings test). The rate case decision continues to apply for BVESI. Wildfire Mitigation Plan and New California Legislation InSeptember 2018 , theCalifornia legislature enacted Senate Bill (SB) 901 mandating investor-owned electric utilities to submit an annual wildfire mitigation plan (WMP) to the CPUC for approval. SB 901 requires all electric utilities to prepare plans on constructing, maintaining, and operating their electrical lines and equipment to minimize the risk of catastrophic wildfire. InFebruary 2019 , the electric segment filed its first WMP, which was subsequently approved by the CPUC inJune 2019 . Among other things, the WMP approves capital projects and programs dedicated to improving system safety and reliability and, specifically, aimed at reducing the possibility of wildfires. Upon approval inJune 2019 , the electric segment commenced executing its WMP immediately. BVESI's second WMP filed with the CPUC in 2020 was approved inJanuary 2021 . Capital expenditures and other costs incurred as a result of the WMP are subject to CPUC audit. Additionally, theCalifornia legislature enacted Assembly Bill (AB) 1054 inJuly 2019 , which among other things, changed the burden of proof applicable in CPUC proceedings in which an electric utility with a valid safety certification seeks to recover wildfire costs. Traditionally, an electric utility seeking to recover costs had the burden to prove that it acted 51
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reasonably. Under AB 1054, if an electric utility has a valid safety certification, it will be presumed to have acted reasonably unless a party to the relevant proceeding creates a "serious doubt" as to the reasonableness of the utility's conduct. GSWC received an initial safety certification for its electric division from the CPUC inFebruary 2020 . Following the reorganization, the CPUC approved the transfer of the safety certification to BVESI inAugust 2020 .Solar Energy Project InDecember 2019 , the electric segment filed an application with the CPUC for the development of a turn-key 7.9-megawatt solar generation project to be constructed by a third party and connected directly with BVESI's existing distribution system. However, due to the results of an independent hydrology and inundation report, it was determined that the solar project site is subject to flooding. As a result, inSeptember 2020 , BVESI filed a motion to withdraw the project application. BVESI is considering whether or not to propose a new solar project at a different location. For more information regarding significant regulatory matters, see Note 3
of
"Notes to Financial Statements" included in Part II, Item 8, in Financial Statements and Supplementary Data. Environmental Matters AWR's subsidiaries are subject to stringent environmental regulations. GSWC is required to comply with the safe drinking water standards established by theU.S. Environmental Protection Agency ("U.S. EPA") and theDivision of Drinking Water ("DDW"), under theState Water Resources Control Board ("SWRCB"). TheU.S. EPA regulates contaminants that may have adverse health effects that are known or likely to occur at levels of public health concern, and the regulation of which will provide a meaningful opportunity for health risk reduction. The DDW, acting on behalf of theU.S. EPA , administers theU.S. EPA's program inCalifornia . Similar state agencies administer these rules in the other states in which Registrant operates. GSWC currently tests its water supplies and water systems according to, among other things, requirements listed in the Federal Safe Drinking Water Act ("SDWA"). GSWC works proactively with third parties and governmental agencies to address issues relating to known contamination threatening GSWC water sources. GSWC also incurs operating costs for testing to determine the levels, if any, of the constituents in its sources of supply and additional expense to treat contaminants in order to meet the federal and state maximum contaminant level standards and consumer demands. GSWC expects to incur additional capital costs as well as increased operating costs to maintain or improve the quality of water delivered to its customers in light of anticipated stress on water resources associated with watershed and aquifer pollution, as well as to meet future water quality standards and consumer expectations. The CPUC ratemaking process provides GSWC with the opportunity to recover prudently incurred capital and operating costs in future filings associated with achieving water quality standards. Management believes that such incurred and expected future costs should be authorized for recovery by the CPUC. Matters Relating to Environmental Cleanup GSWC has been involved in environmental remediation and cleanup at one of its plant sites that contained an underground storage tank that was used to store gasoline for its vehicles. This tank was removed from the ground inJuly 1990 along with the dispenser and ancillary piping. Since then, GSWC has been involved in various remediation activities at this site. As ofDecember 31, 2020 , the total amount spent to clean up and remediate GSWC's plant facility was approximately$6.4 million , of which$1.5 million has been paid by theState of California Underground Storage Tank Fund . Amounts paid by GSWC have been included in rate base and approved by the CPUC for recovery. As ofDecember 31, 2020 , GSWC has a regulatory asset and an accrued liability for the estimated additional cost of$1.3 million to complete the cleanup at the site. The estimate includes costs for continued activities of groundwater cleanup and monitoring, future soil treatment, and site closure related activities. The ultimate cost may vary as there are many unknowns in remediation of underground gasoline spills and this is an estimate based on currently available information. Management also believes it is probable that the estimated additional costs will continue to be approved for inclusion in rate base by the CPUC. Drinking Water Notification and Response Levels InJuly 2018 , DDW issued drinking water notification levels for certain fluorinated organic chemicals used to make certain fabrics and other materials, and used in various industrial processes. These chemicals were also present in certain fire suppression agents. These chemicals are referred to as perfluoroalkyl substances (PFAS). Notification levels are health-based advisory levels established for contaminants in drinking water for which maximum contaminant levels have not been established. The US EPA has also established health advisory levels for these compounds. Notification to consumers and stakeholders is required when the advisory levels or notification levels are exceeded. Assembly Bill 756, signed into law inJuly 2019 and effective inJanuary 2020 , requires, among other things, additional notification requirements for water systems detecting levels of PFAS above response levels. GSWC is in the process of collecting and analyzing samples for PFAS under the direction of DDW. GSWC has removed some wells from service, and expects to incur additional treatment costs to treat impacted wells. GSWC has provided customers with information regarding PFAS detections, and provided updated 52
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information via its website. InFebruary 2020 , DDW established new response levels for two of the PFAS compounds: 10 parts per trillion for perfluorooctanoic acid (PFOA) and 40 parts per trillion for perfluorooctanesulfonic acid (PFOS). Matters Relating to Military Utility Privatization Contracts Each of the Military Utility Privatization Subsidiaries is responsible for testing the water and wastewater systems on the military bases on which it operates in accordance with applicable law. Each of the Military Utility Privatization Subsidiaries has the right to seek an equitable adjustment to its contract in the event that there are changes in environmental laws, a change in the quality of water used in providing water service or wastewater discharged by theU.S. government, or contamination of the air or soil not caused by the fault or negligence of the Military Utility Privatization Subsidiary. These changes can impact operations and maintenance and renewal and replacement costs under the contracts. TheU.S. government is responsible for environmental contamination due to its fault or negligence and for environmental contamination that occurred prior to the execution of a contract. Security Issues We have physical and information security policies throughout our operations. Training on these matters begins during employee orientation and is ongoing through a series of training courses in addition to periodic, unannounced training exercises. We collaborate with various agencies, associations and third parties regarding information on possible threats and security measures for our operations. Risk assessments are conducted periodically to evaluate the effectiveness of existing security controls. These assessments provide areas for additional security focus, new controls, and policy changes. Both GSWC and BVESI have security systems and infrastructure in place intended to prevent unlawful intrusion, service disruption and cyber-attacks. GSWC and BVESI utilize a variety of physical security measures to protect their facilities. These measures consider advances in security and emergency preparedness technology and relevant industry developments in developing their respective capital-improvement plans, and both intend to seek approval of the CPUC to recover any additional costs that either may incur in enhancing the security, reliability and resiliency of their utility systems. OnOctober 23, 2018 , America's Water Infrastructure Act (AWIA) became law. GSWC must now conduct additional risk and resilience assessments and develop emergency response plans for each of our water systems. These assessments and plans include natural hazards as well as malevolent acts. The first such assessments were completed in 2020. They will be reviewed and resubmitted every five years. The Military Utility Privatization Subsidiaries operate facilities within the boundaries of military bases, which provide limited access to the general public. To further enhance security, in prior years, certain upgrades were completed at various military bases through contract modifications funded by theU.S. government. Registrant has evaluated its cyber-security systems and continues to address identified areas of improvement with respect toU.S. government regulations regarding cyber-security of government contractors. These improvements include the physical security at all of the office and employee facilities it operates. Registrant believes it is in compliance with these regulations. Despite its efforts, Registrant cannot guarantee that intrusions, cyber-attacks or other attacks will not cause water or electric system problems, disrupt service to customers, compromise important data or systems or result in unintended release of customer or employee information. GSWC's Water Supply During 2020, GSWC delivered approximately 63.0 million hundred cubic feet ("ccf") of water to its customers, which is an average of about 396 acre-feet per day or 129 million gallons per day (an acre-foot is approximately 435.6 ccf or 326,000 gallons). Approximately 55% of GSWC's supply came from groundwater produced from wells situated throughout GSWC's service areas. GSWC supplemented its groundwater production with wholesale purchases fromMetropolitan Water District ("MWD") member agencies and regional water suppliers (roughly 43% of total demand) and with authorized diversions from rivers (roughly 2%) under contracts with theUnited States Bureau of Reclamation ("Bureau") and theSacramento Municipal Utility District ("SMUD"). GSWC also utilizes recycled water supplies to serve recycled water customers in several service areas. GSWC continually assesses its water rights and groundwater storage assets to maximize use of lower cost groundwater sources where available. Groundwater GSWC has a diverse water supply portfolio which includes adjudicated groundwater rights, surface water rights, and a number of unadjudicated water rights to help meet supply requirements. The productivity of GSWC's groundwater resources varies from year to year depending upon a variety of factors, including natural replenishment from snow-melt or rainfall, the availability of imported replenishment water, the amount of water previously stored in groundwater basins, natural or man- 53
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made contamination, legal production limitations, and the amount and seasonality of water use by GSWC's customers and others. GSWC actively participates in efforts to protect groundwater basins from over-use and from contamination. In some periods, these efforts may require reductions in groundwater pumping and increased reliance on alternative water resources. GSWC also participates in implementation ofCalifornia's Sustainable Groundwater Management Act. From time to time, GSWC may purchase or temporarily use water rights from others for delivery to customers. GSWC has contracts to purchase water or water rights for an aggregate amount of$3.8 million as ofDecember 31, 2020 . Included in the$3.8 million is a remaining commitment of$1.9 million under an agreement with theCity of Claremont ("the City") to lease water rights that were ascribed to the City as part of the Six Basins adjudication. The initial term of the agreement expires in 2028. GSWC may exercise an option to renew this agreement for 10 additional years. The remaining$1.9 million is for commitments for purchased water with other third parties, which expire through 2038. Imported Water GSWC also manages a portfolio of water supply arrangements with water wholesalers who may import water from outside the immediate service area. For example, GSWC has contracts with various governmental entities (principally MWD member agencies) and other parties to purchase water through a total of 58 connections for distribution to customers, in addition to numerous emergency connections. MWD is a public agency organized and managed to provide a supplemental, imported supply to its member public agencies. There are 26 such member agencies, consisting of 14 cities, 11 municipal water districts and one county water authority. GSWC has 45 connections to MWD's water distribution facilities and those of member agencies. GSWC purchases MWD water through six separate member agencies aggregating 51,237 acre-feet annually. MWD sources its supplies from theColorado River fromNorthern California via theState Water Project through the Colorado River Aqueduct, which it owns and operates, and from local programs and transfer arrangements. MWD currently has storage reserve levels of 3.2 million acre-feet (MAF) with annual demands of approximately 1.6 MAF. MWD has available access to store more than 1.65 MAF of water inLake Mead as part of an intentionally created surplus (ICS) program developed under a 2007 Interim Shortage agreement and is available for use during dry years. In addition, MWD, along with the seven other Basin states which use water from theColorado River ,developed and agreed to the Drought Contingency Plan (DCP) in 2019 where each lower state which diverts water from theColorado River below Lees Ferry agrees to store defined amounts of water inLake Mead to prevent bothLake Mead andLake Powell from reaching critically low levels. Drought Impact InMay 2018 , theCalifornia Legislature passed two bills that provide a framework for long-term water-use efficiency standards and drought planning and resiliency. The initial steps in implementation of this legislation has been laid out in a summary document by theCalifornia Department of Water Resources ("DWR") andState Water Resources Control Board ("SWRCB"). Over the next several years, State agencies, water suppliers and other entities will be working to meet the requirements and timelines of plan implementation. A notable milestone is the establishment of an indoor water use standard of 55 gallons per capita per day (gpcd) until 2025 at which time the standard may be reduced to 52.5 gpcd or other standard as recommend by DWR.California's recent period of multi-year drought resulted in reduced recharge to the state's groundwater basins. GSWC utilizes groundwater from numerous groundwater basins throughout the state. Several of these basins, especially smaller basins, experienced lower groundwater levels because of the drought. Several of GSWC's service areas rely on groundwater as their only source of supply. Given the critical nature of the groundwater levels inCalifornia's Central Coast area, GSWC implemented mandatory water restrictions in certain service areas, in accordance with CPUC procedures. In the event of water supply shortages beyond the locally available supply, GSWC would need to transport additional water from other areas, increasing the cost of water supply. For the 2019-2020 water year, precipitation was below normal, with rainfall in northernCalifornia being very dry while southernCalifornia saw normal levels. Precipitation to date in 2021 has continued below normal levels with statewide snowpack at about 50% of average. As ofFebruary 16, 2021 , theU.S. Drought Monitor reported that approximately 31% ofCalifornia was considered in "Extreme Drought" and approximately 58% ofCalifornia was considered to be in "Severe Drought" as compared to approximately 0% for both categories one year ago. These dry conditions are more pronounced in northern and eastern portions ofCalifornia , Coastal andSouthern California has been experiencing abnormally dry to moderate drought conditions. If these dry conditions continue or worsen, the SWRCB or other regulatory agencies may impose emergency drought actions. Due to local conditions, water-use restrictions and allocations remain in place for customers in some of GSWC's service areas. GSWC continues assessing water supply conditions and water-use restrictions in these service areas and intends to make appropriate adjustments as needed. 54
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Military Utility Privatization Subsidiaries TheU.S. government is responsible for providing the source of supply for all water on each of the bases served by the Military Utility Privatization Subsidiaries at no cost to the Military Utility Privatization Subsidiaries. Once received from theU.S. government,ASUS's subsidiaries are responsible for ensuring the continued compliance of the provided source of supply with all federal, state and local regulations. New Accounting Pronouncements Registrant is subject to newly issued accounting requirements as well as changes in existing requirements issued by theFinancial Accounting Standards Board . See
Note 1 of Notes to Consolidated Financial Statements.
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