November 5, 2010
Mr. H. Christopher Owings
Assistant Director, Division of Corporate Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
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Re:
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California Water Service Group’s |
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Form 10-K for the Fiscal Year Ended December 31, 2009 filed March 1, 2010 |
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Definitive Proxy Statement on Schedule 14A filed April 7, 2010 |
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File No. 001-13883 |
Dear Mr. Owings:
This letter responds to your letter dated October 27, 2010, regarding California Water Service
Group’s (the “Company” or “we”) Form 10-K for the fiscal year ended December 31,
2009 filed March 1, 2010 and Definitive Proxy Statement on Schedule 14A filed April 7, 2010
(together, the “Filings”).
For ease of reference, the numbered paragraphs below correspond to the numbered comments in your
letter, with your comments presented in bold followed by the related responses.
Definitive Proxy Statement on Schedule 14A
Compensation Discussion and Analysis, page 16
Determining Executive Compensation, page 20
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We note your response to comment four in our letter dated September 27, 2010. We also note
the discussion of the CEO’s performance goals on page 17. In this regard, please also discuss
how the CEO “implemented improvements in California regulation” and “achieved planned results
in other corporate initiatives,” and describe the corporate initiatives. In addition, we do
not see a discussion of the other named executive officers’ performance goals and their
success in achieving them. See Item 402(b)(2)(vii) of Regulation S-K. |
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The Company will revise its future filings to clarify the performance goals applicable to the CEO
and the other named executive officers, as requested in this Comment No. 1. With respect to the
disclosure of the performance goals applicable to the CEO, for |
Mr. H. Christopher Owings
November 5, 2010
Page 2
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example, the last paragraph on page 17 of the Company’s Definitive Proxy Statement on
Schedule 14A filed April 7, 2010 would be revised substantially as follows: |
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In addition to the review of competitive data, the CEO provides a full
self-assessment of his own performance and degree of success in meeting the
goals set for him by the Committee at the beginning of the year, and this
is followed by the Committee’s assessment of the Group’s performance and
the CEO’s role in achieving that performance. The CEO’s goals for 2009
were to contribute to the development and implementation of
implement improvements in the application of California
regulation of water utilities to the Group and, to achieve budgeted
earnings per share of $1.96 (the Group’s actual performance resulted in
earnings per share of $1.95), and to achieve planned results in other
corporate initiatives. In 2009, the CEO’s performance and contributions
substantially met or exceeded these goals: with respect to improvements in
California regulation of water utilities, the CEO worked to achieve the
following changes or initiatives: (1) completion of the first full year of
de-coupling of the Group’s revenues from its sales, (2) increased promotion
of water conservation efforts by the Group’s customers and distribution of
water conservation equipment, and (3) the consolidation of the rate case
process from a review by the CPUC of eight districts per year for each year
of the 3-year rate case period to a review of all 24 districts in
California during a single year of such 3-year period. Additionally, the
Group’s actual performance in 2009 resulted in earnings per share of
$1.95. |
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The Company will provide a similar level of appropriate detail with respect to the
performance goals applicable to each of the other named executive officers. |
* * *
This letter also constitutes a statement by the Company acknowledging that:
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the Company is responsible for the adequacy and accuracy of the disclosure in the
Filings; |
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staff comments or changes to disclosure in response to staff comments do not
foreclose the SEC from taking any action with respect to the Filings; and |
Mr. H. Christopher Owings
November 5, 2010
Page 3
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the Company may not assert staff comments as a defense in any proceeding initiated
by the SEC or any person under the federal securities laws of the United States. |
If you should have any questions or further comments, please do not hesitate to call Doug Smith at
(415) 393-8390 or Kyle Kreiss at (415) 393-8389.
Best regards,
/s/ Calvin Breed
Controller, Assistant Secretary &
Assistant Treasurer
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cc:
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Martin A. Kropelnicki |
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Doug Smith |