Employee Benefit Plans

Pension and Post-Retirement Medical Plans:

Registrant maintains a defined benefit pension plan (the “Pension Plan”) that provides eligible employees (those aged 21 and older, hired before January 1, 2011) monthly benefits upon retirement based on average salaries and length of service. The eligibility requirement to begin receiving these benefits is 5 years of vested service. The normal retirement benefit is equal to 2% of the five highest consecutive years’ average earnings multiplied by the number of years of credited service, up to a maximum of 40, reduced by a percentage of primary social security benefits. There is also an early retirement option. Annual contributions are made to the Pension Plan, which comply with the funding requirements of the Employee Retirement Income Security Act (“ERISA”). At December 31, 2016, Registrant had 957 participants in the Pension Plan.

In January 2011, the Board of Directors approved an amendment to the Pension Plan, closing the plan to employees hired after December 31, 2010. Employees hired or rehired after December 31, 2010 are eligible to participate in a defined contribution plan. Registrant's existing 401(k) Investment Incentive Program was amended to include this defined contribution plan. Under this plan, Registrant provides a contribution of 5.25% of eligible pay each pay period into investment vehicles offered by the plan’s trustee. Participants will be fully vested in this plan once the employee attains three years of service. Employees hired before January 1, 2011 continue to participate in and accrue benefits under the terms of the Pension Plan.

Registrant also provides post-retirement medical benefits for all active employees hired before February of 1995, through a medical insurance plan. Eligible employees, who retire prior to age 65, and/or their spouses, are able to retain the benefits under the plan for active employees until reaching age 65. Eligible employees upon reaching age 65, and those eligible employees retiring at or after age 65, and/or their spouses, receive coverage through a Medicare supplement insurance policy paid for by Registrant subject to an annual cap limit. Registrant’s post-retirement medical plan does not provide prescription drug benefits to Medicare-eligible employees and is not affected by the Medicare Prescription Drug Improvement and Modernization Act of 2003.

In accordance with the accounting guidance for the effects of certain types of regulation, Registrant has established a regulatory asset for its underfunded position in its pension and post-retirement medical plans that is expected to be recovered through rates in future periods. The changes in actuarial gains and losses, prior service costs and transition assets or obligations pertaining to the regulatory asset are recognized as an adjustment to the regulatory asset account as these amounts are recognized as components of net periodic pension costs each year.

The following table sets forth the Pension Plan’s and post-retirement medical plan’s funded status and amounts recognized in Registrant’s balance sheets and the components of net pension cost and accrued liability at December 31, 2016 and 2015:



	Pension Benefits						Post-Retirement Medical Benefits
(dollars in thousands)	2016			2015			2016			2015
Change in Projected Benefit Obligation:
Projected benefit obligation at beginning of year	$	168,934		$	185,184		$	9,393		$	12,326
Service cost	5,094			6,276			247			340
Interest cost	7,910			7,686			371			435
Actuarial (gain) loss	4,162			(24,413		)	(715		)	(3,375		)
Benefits/expenses paid	(5,736		)	(5,799		)	(494		)	(333		)
Projected benefit obligation at end of year	$	180,364		$	168,934		$	8,802		$	9,393

Changes in Plan Assets:
Fair value of plan assets at beginning of year	$	142,174		$	140,561		$	10,614		$	10,723
Actual return on plan assets	9,182			673			418			115
Employer contributions	5,252			6,739			—			109
Benefits/expenses paid	(5,736		)	(5,799		)	(494		)	(333		)
Fair value of plan assets at end of year	$	150,872		$	142,174		$	10,538		$	10,614

Funded Status:
Net amount recognized as accrued pension cost	$	(29,492	)	$	(26,760	)	$	1,736		$	1,221



	Pension Benefits						Post-Retirement Medical Benefits
(in thousands)	2016			2015			2016			2015
Amounts recognized on the balance sheets:
Non-current assets	$	—		$	—		$	1,736		$	1,221
Current liabilities	—			—			—			—
Non-current liabilities	(29,492		)	(26,760		)	—			—
Net amount recognized	$	(29,492	)	$	(26,760	)	$	1,736		$	1,221
Amounts recognized in regulatory assets consist of:
Prior service cost (credit)	$	—		$	49		$	—		$	(34	)
Net (gain) loss	25,828			21,921			(5,515		)	(5,572		)
Regulatory assets (liabilities)	25,828			21,970			(5,515		)	(5,606		)
Unfunded accrued pension cost	3,664			4,790			3,779			4,385
Net liability (asset) recognized	$	29,492		$	26,760		$	(1,736	)	$	(1,221	)

Changes in plan assets and benefit obligations recognized in regulatory assets:
Regulatory asset at beginning of year	$	21,970		$	39,170		$	(5,606	)	$	(3,125	)
Net loss (gain)	4,818			(15,292		)	(644		)	(2,997		)
Amortization of prior service (cost) credit	(49		)	(118		)	34			200
Amortization of net gain (loss)	(911		)	(1,790		)	701			316
Total change in regulatory asset	3,858			(17,200		)	91			(2,481		)
Regulatory asset (liability) at end of year	$	25,828		$	21,970		$	(5,515	)	$	(5,606	)

Net periodic pension costs	$	4,126		$	6,075		$	(606	)	$	(234	)
Change in regulatory asset	3,858			(17,200		)	91			(2,481		)
Total recognized in net periodic pension cost and regulatory asset (liability)	$	7,984		$	(11,125	)	$	(515	)	$	(2,715	)

Estimated amounts that will be amortized from regulatory asset over the next fiscal year:
Prior service (cost) credit	$	—		$	(49	)	$	—		$	34
Net gain (loss)	$	(835	)	$	(510	)	$	679		$	599

Additional year-end information for plans with an accumulated benefit obligation in excess of plan assets:
Projected benefit obligation	$	180,364		$	168,934		$	8,802		$	9,393
Accumulated benefit obligation	$	165,998		$	155,469		N/A			N/A
Fair value of plan assets	$	150,872		$	142,174		$	10,538		$	10,614

Weighted-average assumptions used to determine benefit obligations at December 31:
Discount rate	4.44		%	4.65		%	3.97		%	4.25		%
Rate of compensation increase	*			*			N/A			N/A

* Age-graded ranging from 3.0% to 8.0%.

Consistent with decisions from the CPUC and in accordance with regulatory accounting principles, Registrant capitalizes a portion of its pension and other post-retirement costs in the overhead pool included in GSWC's utility plant. The components of net periodic pension and post-retirement benefits cost, before allocation to the overhead pool, for 2016, 2015 and 2014 are as follows:



	Pension Benefits									Post-Retirement Medical Benefits
(dollars in thousands, except percent)	2016			2015			2014			2016			2015			2014
Components of Net Periodic Benefits Cost:
Service cost	$	5,094		$	6,276		$	5,643		$	247		$	340		$	348
Interest cost	7,910			7,686			7,520			371			435			495
Expected return on plan assets	(9,838		)	(9,795		)	(8,898		)	(489		)	(493		)	(453		)
Amortization of transition	—			—			—			—			—			418
Amortization of prior service cost (credit)	49			118			118			(34		)	(200		)	(200		)
Amortization of actuarial (gain) loss	911			1,790			—			(701		)	(316		)	(330		)
Net periodic pension cost under accounting standards	$	4,126		$	6,075		$	4,383		$	(606	)	$	(234	)	$	278
Regulatory adjustment - over collection	859			523			1,622			—			—			—
Total expense recognized, before allocation to overhead pool	$	4,985		$	6,598		$	6,005		$	(606	)	$	(234	)	$	278

Weighted-average assumptions used to determine net periodic cost:
Discount rate	4.65		%	4.25		%	5.10		%	4.25		%	3.80		%	4.65		%
Expected long-term return on plan assets	7.00		%	7.00		%	7.00		%	*			*			*
Rate of compensation increase	**			4.00		%	4.00		%	N/A			N/A			N/A

*7.0% for union plan, 4.2% for non-union, net of income taxes in 2016, 2015 and 2014.

** Age-graded ranging from 3.0% to 8.0%.

Regulatory Adjustment:

The CPUC authorized GSWC to track differences between the forecasted annual pension expenses adopted in rates for its water regions and the general office and the actual annual expense to be recorded by GSWC in accordance with the accounting guidance for pension costs. During the years ended December 31, 2016, 2015, and 2014 GSWC's actual expense was lower than the amounts included in water and electric customer rates by $859,000, $523,000 and $1.6 million, respectively. These over-collections have been recorded in the two-way pension balancing accounts included in regulatory assets. As of December 31, 2016, the pension balancing account had a $1.3 million net under-collection included in regulatory assets.

Plan Funded Status:

The Pension Plan was underfunded at December 31, 2016 and 2015. Registrant’s market related value of plan assets is equal to the fair value of plan assets. Past volatile market conditions have affected the value of GSWC’s trust established to fund its future long-term pension benefits. These benefit plan assets and related obligations are measured annually using a December 31 measurement date. Changes in the plan’s funded status will affect the assets and liabilities recorded on the balance sheet in accordance with accounting guidance on employers’ accounting for defined benefit pension and other post-retirement plans. Due to Registrant’s regulatory recovery treatment, the recognition of the funded status is offset by a regulatory asset pursuant to guidance on accounting for the effects of certain types of regulation.

Plan Assets:

The assets of the pension and post-retirement medical plans are managed by a third party trustee. The investment policy allocation of the assets in the trust was approved by Registrant’s Administrative Committee (the “Committee”) for the pension and post-retirement medical funds, which has oversight responsibility for all retirement plans. The primary objectives underlying the investment of the pension and post-retirement plan assets are: (i) attempt to maintain a fully funded status with a cushion for unexpected developments, possible future increases in expense levels, and/or a reduction in the expected return on investments, (ii) seek to earn long-term returns that compare favorably to appropriate market indexes, peer group universes and the policy asset allocation index, (iii) seek to provide sufficient liquidity to pay current benefits and expenses, (iv) attempt to limit risk exposure through prudent diversification, and (v) seek to limit costs of administering and managing the plans.

The Committee recognizes that risk and volatility are present to some degree with all types of investments. High levels of risk may be avoided through diversification by asset class, style of each investment manager and sector and industry limits. Investment managers are retained to manage a pool of assets and allocate funds in order to achieve an appropriate, diversified and balanced asset mix. The Committee’s strategy balances the requirement to maximize returns using potentially higher return generating assets, such as equity securities, with the need to control the risk of its benefit obligations with less volatile assets, such as fixed income securities.

The Committee approves the target asset allocations. Registrant’s pension and post-retirement plan weighted-average asset allocations at December 31, 2016 and 2015, by asset category are as follows:



	Pension Benefits				Post-Retirement Medical Benefits
Asset Category	2016		2015		2016		2015
Actual Asset Allocations:
Equity securities	57	%	55	%	58	%	60	%
Debt securities	38	%	40	%	39	%	38	%
Real Estate Funds	5	%	5	%	—	%	—	%
Cash equivalents	—	%	—	%	3	%	2	%
Total	100	%	100	%	100	%	100	%

Equity securities did not include AWR’s Common Shares as of December 31, 2016 and 2015.



Target Asset Allocations for 2016:	Pension Benefits		Post-retirement Medical Benefits
Equity securities	60	%	60	%
Debt securities	40	%	40	%
Total	100	%	100	%

The Committee appointed a management firm to manage the Pension Plan assets effective February 2015. During 2015, the pension plan assets were allocated to collective trust funds managed by the management firm. The fair value of these collective trust funds are measured using net asset value per share. In accordance with ASU 2015-07 Disclosures for Investments in Certain Entities that Calculate Net Asset Value per Share (or Its Equivalents), the fair value of the collective trust funds are not categorized in the fair value hierarchy as of December 31, 2016.

The following tables set forth the fair value, measured by net asset value, of the pension investment assets as of December 31, 2016 and 2015:



	Net Asset Value as of December 31, 2016
(dollars in thousands)	Fair Value		Unfunded Commitments	Redemption Frequency	Redemption Notice Period
Cash equivalents	$	500	—	N/A	N/A
Fixed income fund	57,674		—	Daily	Daily
Equity securities:
U.S. small/mid cap funds	24,312		—	Daily	Daily
U.S. large cap funds	46,175		—	Daily	Daily
International funds	14,869		—	Daily	Daily
Total equity funds	85,356		—
Real estate funds	7,342		—	Daily	Daily
Total	$	150,872	—



	Net Asset Value as of December 31, 2015
(dollars in thousands)	Fair Value		Unfunded Commitments	Redemption Frequency	Redemption Notice Period
Cash equivalents	$	469	—	N/A	N/A
Fixed income fund	56,218		—	Daily	Daily
Equity securities:
U.S. small/mid cap funds	21,219		—	Daily	Daily
U.S. large cap funds	42,395		—	Daily	Daily
International funds	14,455		—	Daily	Daily
Total equity funds	78,069		—
Real estate funds	7,418		—	Daily	Daily
Total	$	142,174	—

The collective trust funds may be invested or redeemed daily, and generally do not have any significant restrictions to redeem the investments.

As previously discussed in Note 4, accounting guidance for fair value measurements establishes a framework for measuring fair value and requires fair value measurements to be classified and disclosed in one of three levels. As required by the accounting guidance, assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. All equity investments in the post-retirement medical plan are Level 1 investments in mutual funds. The fixed income category includes corporate bonds and notes. The majority of fixed income investments range in maturities from less than one to twenty years. The fair values of these investments are based on quoted market prices in active markets.

The following tables set forth by level, within the fair value hierarchy, the post-retirement plan's investment assets measured at fair value as of December 31, 2016 and 2015:



	Fair Value as of December 31, 2016
(dollars in thousands)	Level 1		Level 2	Level 3	Total
Fair Value of Post-Retirement Plan Assets:
Cash equivalents	$	360	—	—	$	360
Fixed income	4,072		—	—	4,072
U.S. equity securities (large cap stocks)	6,106		—	—	6,106
Total investments measured at fair value	$	10,538	—	—	$	10,538



	Fair Value as of December 31, 2015
(dollars in thousands)	Level 1		Level 2	Level 3	Total
Fair Value of Post-Retirement Plan Assets:
Cash equivalents	$	31	—	—	$	31
Fixed income	4,182		—	—	4,182
U.S. equity securities (large cap stocks)	6,401		—	—	6,401
Total investments measured at fair value	$	10,614	—	—	$	10,614

Plan Contributions:

During 2016, Registrant contributed $5.3 million to its pension plan and did not make a contribution to the post-retirement medical plan. Registrant currently expects to contribute approximately $6.2 million to its pension plan in 2017. Registrant’s policy is to fund the plans annually at a level which is deductible for income tax purposes and is consistent with amounts recovered in customer rates.

Benefit Payments:

Estimated future benefit payments at December 31, 2016 for the next five years and thereafter are as follows (in thousands):



	Pension Benefits		Post-Retirement Medical Benefits
2017	$	6,385	$	560
2018	6,855		609
2019	7,354		633
2020	7,945		680
2021	8,542		768
Thereafter	51,307		3,719
Total	$	88,388	$	6,969

Assumptions:

Certain actuarial assumptions, such as the discount rate, long-term rate of return on plan assets, mortality, and the healthcare cost trend rate have a significant effect on the amounts reported for net periodic benefit cost as well as the related benefit obligation amounts. During 2015, Registrant updated other key assumptions used for the valuation of the pension, post-retirement medical and supplemental executive retirement plans. These updates included: (i) updates in demographic assumptions, such as retirement and termination rates, to reflect recent changes in participant behavior, and (ii) salary increases based on Registrant’s recent and future expected experience. These updates resulted in actuarial gains in the benefit obligations for the pension, post-retirement medical and supplemental executive retirement plans in 2015.

Discount Rate — The assumed discount rate for pension and post-retirement medical plans reflects the market rates for high-quality corporate bonds currently available. Registrant’s discount rates were determined by considering the average of pension yield curves constructed of a large population of high quality corporate bonds. The resulting discount rate reflects the matching of plan liability cash flows to the yield curves.

Expected Long-Term Rate of Return on Assets — The long-term rate of return on plan assets represents an estimate of long-term returns on an investment portfolio consisting of a mixture of equities, fixed income and other investments. To develop the expected long-term rate of return on assets assumption for the pension plan, Registrant considered the historical returns and the future expectations for returns for each asset class, as well as the target asset allocation of the pension portfolio. Registrant’s policy is to fund the medical benefit trusts based on actuarially determined amounts as allowed in rates approved by the CPUC. Registrant has invested the funds in the post-retirement trusts that will achieve a desired return and minimize amounts necessary to recover through rates. The mix is expected to provide for a return on assets similar to the Pension Plan and to achieve Registrant’s targeted allocation. This resulted in the selection of the 7.0% long-term rate of return on assets assumption for the union plan and 4.2% (net of income taxes) for the non-union plan portion of the post-retirement plan.

Mortality — Mortality assumptions are a critical component of benefit obligation amounts and a key factor in determining the expected length of time for annuity payments. In 2014, the Society of Actuaries ("SOA") released new mortality tables for pension plans. Beginning with 2014, the benefit obligation amounts assumed a longer life expectancy of participants as a result of the actuarial update to mortality tables. In 2016, the SOA published updated mortality tables reflecting three additional years of data and refined certain parameters used in developing the 2014 tables. Accordingly, as of December 31, 2016, the benefit obligation amounts reflect updates to the 2014 mortality tables. The updates to the mortality tables, as compared to those used prior to 2014, are expected to increase future annual net periodic costs.

Healthcare Cost Trend Rate — The assumed health care cost trend rate for 2017 starts at 6.7% grading down to 4.7% in 2037 for those under age 65, and at 6.3% grading down to 4.5% in 2037 for those 65 and over. Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plans. A one-percentage-point change in assumed health care cost trend rates would have the following effects on the post-retirement medical plan:



(dollars in thousands)	1-Percentage-Point Increase		1-Percentage-Point Decrease
Effect on total of service and interest cost components	$	55	$	(47	)
Effect on post-retirement benefit obligation	$	914	$	(790	)

Supplemental Executive Retirement Plan:

Registrant has a supplemental executive retirement plan (“SERP”) that provides additional retirement benefits to certain key employees and officers of Registrant by making up benefits, which are limited by Sections 415 and 401(a)(17) of the Internal Revenue Code of 1986, as amended, and certain additional benefits. The Board of Directors approved the establishment of a Rabbi Trust created for the SERP. Assets in a Rabbi Trust can be subject to the claims of creditors; therefore, they are not considered as an asset for purposes of computing the SERP’s funded status. As of December 31, 2016, the balance in the Rabbi Trust totaled $12.0 million and is included in Registrant’s other property and investments.

All equity investments in the Rabbi Trust are Level 1 investments in mutual funds. The fixed income category includes corporate bonds and notes. The fair values of these investments are based on quoted market prices in active markets. The following tables set forth by level, within the fair value hierarchy, the Rabbi Trust investment assets measured at fair value as of December 31, 2016 and 2015:



	Fair Value as of December 31, 2016
(dollars in thousands)	Level 1		Level 2	Level 3	Total
Fair Value of Assets held in Rabbi Trust:
Cash equivalents	$	46	—	—	$	46
Fixed income securities	4,801		—	—	4,801
Equity securities	7,149		—	—	7,149
Total investments measured at fair value	$	11,996	—	—	$	11,996



	Fair Value as of December 31, 2015
(dollars in thousands)	Level 1		Level 2	Level 3	Total
Fair Value of Assets held in Rabbi Trust:
Cash equivalents	$	39	—	—	$	39
Fixed income securities	3,903		—	—	3,903
Equity securities	5,924		—	—	5,924
Total investments measured at fair value	$	9,866	—	—	$	9,866

The following provides a reconciliation of benefit obligations, funded status of the SERP, as well as a summary of significant estimates at December 31, 2016 and 2015:



(dollars in thousands)	2016			2015
Change in Benefit Obligation:
Benefit obligation at beginning of year	$	16,317		$	15,926
Service cost	799			814
Interest cost	743			653
Actuarial (gain) loss	3,341			(683		)
Benefits paid	(417		)	(393		)
Benefit obligation at end of year	$	20,783		$	16,317
Changes in Plan Assets:
Fair value of plan assets at beginning of year	—			—
Fair value of plan assets at end of year	—			—

Funded Status:
Net amount recognized as accrued cost	$	(20,783	)	$	(16,317	)

The change in actuarial gain/loss in the SERP was due, in part, to a decrease in the discount rate during 2016, while the discount rate increased during 2015.



(in thousands)	2016			2015
Amounts recognized on the balance sheets:
Current liabilities	$	(419	)	$	(411	)
Non-current liabilities	(20,364		)	(15,906		)
Net amount recognized	$	(20,783	)	$	(16,317	)
Amounts recognized in regulatory assets consist of:
Prior service cost	$	11		$	36
Net loss	6,463			3,416
Regulatory assets	6,474			3,452
Unfunded accrued cost	14,309			12,865
Net liability recognized	$	20,783		$	16,317

Changes in plan assets and benefit obligations recognized in regulatory assets consist of:
Regulatory asset at beginning of year	$	3,452		$	4,683
Net (gain) loss	3,339			(683		)
Amortization of prior service credit	(25		)	(117		)
Amortization of net loss	(292		)	(431		)
Total change in regulatory asset	3,022			(1,231		)
Regulatory asset at end of year	$	6,474		$	3,452

Net periodic pension cost	$	1,859		$	2,015
Change in regulatory asset	3,022			(1,231		)
Total recognized in net periodic pension and regulatory asset	$	4,881		$	784

Estimated amounts that will be amortized from regulatory asset over the next fiscal year:
Initial net asset (obligation)	$	—		$	—
Prior service cost	(11		)	(25		)
Net loss	(777		)	(292		)
Additional year-end information for plans with an accumulated benefit obligation in excess of plan assets:
Projected benefit obligation	$	20,783		$	16,317
Accumulated benefit obligation	17,144			14,533
Fair value of plan assets	—			—
Weighted-average assumptions used to determine benefit obligations:
Discount rate	4.34		%	4.61		%
Rate of compensation increase	4.00		%	4.00		%

The components of SERP expense, before allocation to the overhead pool, for 2016, 2015 and 2014 are as follows:



(dollars in thousands, except percent)	2016			2015			2014
Components of Net Periodic Benefits Cost:
Service cost	$	799		$	814		$	768
Interest cost	743			653			615
Amortization of prior service cost	25			117			161
Amortization of net loss	292			431			139
Net periodic pension cost	$	1,859		$	2,015		$	1,683

Weighted-average assumptions used to determine net periodic cost:
Discount rate	4.61		%	4.15		%	5.05		%
Rate of compensation increase	4.00		%	4.00		%	4.00		%

Benefit Payments: Estimated future benefit payments for the SERP at December 31, 2016 for the next ten years are as follows (in thousands):



2017	$	419
2018	664
2019	731
2020	1,246
2021	1,302
Thereafter	6,714
Total	$	11,076

401(k) Investment Incentive Program:

Registrant has a 401(k) Investment Incentive Program under which employees may invest a percentage of their pay, up to a maximum investment prescribed by law, in an investment program managed by an outside investment manager. Registrant’s cash contributions to the 401(k) are based upon a percentage of individual employee contributions and for the years ended December 31, 2016, 2015 and 2014 were $2.2 million, $2.1 million and $1.9 million, respectively. In 2011, this program was amended to incorporate the defined contribution plan previously discussed. Contributions to the defined contribution plan for the years ended December 31, 2016, 2015 and 2014 were $951,000, $755,000 and $568,000, respectively.