Middlesex Water Company
Annual Report 2016

Plain-text annual report

2 0 1 6 A N N U A L R E P O R T T O D AY ’ S I N V E S T M E N T S = Water For Tomorrow CORPORATE PROFILE Middlesex Water Company was incorporated as a water utility in 1897 and owns and operates regulated water and wastewater utility systems in New Jersey, Delaware and Pennsylvania. The Company also operates water and wastewater utility systems under contract on behalf of municipal and private clients in New Jersey and Delaware. Financial Highlights (Millions of Dollars, Except per Share data) Operating Revenues Operations and Maintenance Expenses Depreciation Income and Other Taxes Interest Charges Net Income Earnings Applicable to Common Stock Basic Earnings Per Share Diluted Earnings Per Share Cash Dividends Paid Per Share Utility Plant Return on Average Common Equity 2016 $ 132.9 2015 $ 126.0 2014 $ 117.1 65.5 12.8 25.7 5.3 22.7 22.6 1.39 1.38 0.808 653.5 10.6% 65.2 12.1 23.5 5.6 20.0 19.9 1.23 1.22 0.776 608.2 9.9% 59.1 11.4 22.1 5.6 18.4 18.3 1.14 1.13 0.763 583.4 9.5% Operating Revenues (Millions of Dollars) 150 Net Income (Millions of Dollars) 25 Earnings & Dividends (Dollars per Share) 1.5 $22.7 Earnings per share 1.38 $132.9 $126.0 120 $110.4 $114.8 $117.1 $20.0 $18.4 20 $16.6 15 $14.4 1.2 .90 0.9 Dividends 1.22 1.13 1.03 .78 .81 Our Strategy for Growth Our strategy is focused on 5 key areas: Prudent acquisitions of investor- and municipally-owned water and wastewater utilities; Timely and adequate recovery of prudent investments in utility plant required to maintain appropriate utility services: Operate municipal and industrial water and wastewater systems under contract; Invest in renewable energy projects that are complementary to the provision of water and wastewater services, and to our core water and wastewater competencies; and Invest in other products, services and opportunities that complement our core water and wastewater competencies. The Company’s common stock trades on the Nasdaq Global Select Market under the stock symbol MSEX. 90 60 30 0 10 5 0 '12 '13 '14 '15 '16 .74 .75 .76 0.6 0.3 0.0 '12 '13 '14 '15 '16 '12 '13 '14 '15 '16 Dear Fellow Shareholder: In my letter to you this time last year, I highlighted the various infrastructure challenges facing our nation and more specifically, the infrastructure challenges facing the water and wastewater industry and your company. I also described the opportunities that prudent investment in water and wastewater infrastructure can yield for both customers and shareholders, recognizing the service reliability and overall quality improvements these investments deliver for customers also come at a cost to customers. In this letter, I would like to share with you your company’s progress on the efforts I described last year and also share our vision of how our progress and our plans are expected to affect the year ahead. Dennis W. Doll Chairman, President and Chief Executive Officer Delivering For Our Customers Our financial results for 2016 were impacted by a variety of factors that are more thoroughly described in our financial disclosures included in this annual report. Higher than normal sales of water to neighboring municipalities, customer growth which included a new large industrial customer and the full year effect of customer rate increases approved by our regulators in 2015, all contributed significantly to our increased operating revenues. The stability and overall reliability of our utility infrastructure, combined with our robust production, treatment and delivery processes, enabled us to assist nearby municipal systems which were in various forms of distress, and to deliver a reliable supply of water required to meet the process needs of industrial and other customers. Although we cannot assume these entities will have comparable needs in 2017 and beyond, we are confident we can adequately deliver for these customers as their needs arise. We met all of these customer needs in 2016 despite concerns throughout the summer and fall months by our environmental regulators in New Jersey for emerging drought conditions. Although precipitation and its impact on certain water sources across New Jersey remain in a deficit position relative to historical norms, we are confident at Middlesex that we have adequate supplies to meet all of our customers’ needs. Our Mission: To provide service in the water, wastewater and related fields in a safe, reliable and efficient manner. Improving Safety, Reliability and Resiliency Regarding utility infrastructure, we completed our 2016 RENEW program on time and on budget. Our RENEW program over the past two decades had focused primarily on water main cleaning and lining, replacement of service connections, replacement of selected fire hydrants and only nominal full replacement of water mains. Based upon high-quality data we have been accumulating relative to our enterprise-wide asset management program, the 2016 RENEW program in the two New Jersey municipalities targeted for 2016 included full main replacement, as opposed to cleaning and lining. This alternate approach was concluded to provide greater reliability of service more cost-effectively for customers over the long term. Through our mature asset management program, we endeavor on an ongoing basis to achieve an appropriate balance between short- and long-term reliability and cost. In late 2016, your Board of Directors adopted the company’s capital budgeting and forecasting plan, which identifies water and wastewater infrastructure and other capital investment needs for a minimum of the next five years. The scope and cost of this capital plan has expanded beyond historical norms and encompasses several major projects that have significant implications to sustained quality service for customers, both currently and for the next generation. As we have described to shareholders numerous times in the past, the high quality reliable service our customers enjoy today is a direct result of the foresight and diligent planning and execution of many capital investment projects by many dedicated professionals over the last hundred plus years. As stewards of your investment, as well as stewards of an important element of the quality of life and economic stability of our customers, it is the obligation of our present team of professionals to plan, and to execute that vision, for the next generation. We have therefore named this aggressive capital investment plan “Water For Tomorrow®.” The Vision Takes Shape... Planning for the Future A sampling of projects encompassed in Water For Tomorrow includes conversion from sodium hypochlorite to ozone as the primary disinfectant at our Carl J. Olsen Treatment Plant in New Jersey. This project is necessary to address increasing levels of disinfection byproducts that develop from naturally occurring organic matter, to ensure we can continue to meet current and anticipated regulatory requirements relative to these substances. Another major project is the construction of a 4.6-mile water transmission pipeline across the western portion of our New Jersey service territory. This project is necessary to enhance reliability and overall quality of service while simultaneously remediating risks associated with aging infrastructure in other portions of our transmission and distribution systems. The transparency we practice in all our dealings with customers, shareholders and employees was evident yet again in 2016. Our unending commitment to sound corporate governance practices was recognized once again by the New York Stock Exchange where we were honored in two Governance Services Leadership Award categories. Our in-house legal and risk services team led by our Vice President & General Counsel, Jay L. Kooper, along with Janine Bauer and Raquel Koukourdelis,was recognized for their outstanding contribution to the overall high quality of our governance practices. A Culture of Collaboration There were too many company and individual employee honors received in 2016 to detail here. These acknowledgments were for contributions to both our industry and the communities we serve. It is not always clear whether, or how, these efforts ultimately translate to shareholder value. I do observe firsthand however, how all these genuine and sincere sacrifices of time and talent contribute to your company’s reputation in the industry, and to the quality of our relationships with our customers, regulators, municipal officials, contract partners and many others. The benefits to our shareholders are derived in numerous forms, not the least of which is an enhanced ability to navigate a complex regulatory environment and deliver operational performance in a collaborative manner. All of that collaboration and those valued relationships ultimately translate to more efficient and cost- effective delivery of service. Other projects include: New water storage tanks Large main relocation Exterior meter pit installations Booster station upgrades Additional power generation Enhanced facility security Rehabilitation of well supply The utility infrastructure investments we are making in the coming years have been evaluated as part of a rigorous analysis of cost, service reliability, resiliency, risk management and overall customer support. These investments will have an impact on the future rates for service we expect to recover from our customers. They therefore require a thorough review by our economic regulators and other parties who routinely challenge us to ensure we are achieving an appropriate balance across all the factors I described. We take great pride in the transparency with which we navigate the rate setting process in all jurisdictions where we do business. We have historically enjoyed professional and collaborative relationships with all of our environmental and economic regulators. We fully expect to continue to work collaboratively with all affected parties to ensure we adequately represent both shareholder and customer interests in the face of this expanded capital program. As a number of operational and financial successes were achieved in 2016, we were confident in our decision to increase the common dividend by 6.3%. We fully appreciate that our shareholders have many options as to how to invest their hard-earned capital and we were grateful that we achieved results that enabled your Board of Directors to reward your confidence in us with this increase. Looking Ahead Both in our company and our industry there are numerous challenges to be met in the coming years to address infrastructure needs, continually-increasing regulatory requirements, replacing critical skills within an aging industry workforce and various other items. I believe it is the long-term view of investors who are knowledgeable of this industry, and their confidence in the professionals who know how to navigate both the short- and long-term challenges, that will continue to deliver the appropriate balance of value for customers, shareholders and employees. On behalf of your Board of Directors and employees, thank you for your continued support of our efforts to serve you. Total Capital Expenditures (Millions) 88.9* 73.8* 60.2* 47.4 100 80 60 40 20 0 '16 '17 '18 '19 * Estimated Dennis W. Doll Chairman, President and Chief Executive Officer Form 10-K MIDDLESEX WATER COMPANY • 2016 MWC_10K_16.indd 1 3/23/17 4:15 PM MIDDLESEX WATER COMPANY • 2015 MWC_10K_16.indd 2 3/23/17 4:09 PM UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One)  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 OR  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________________ to ______________________ Commission File Number 0-422 MIDDLESEX WATER COMPANY (Exact name of registrant as specified in its charter) New Jersey (State of Incorporation) 22-1114430 (IRS employer identification no.) 1500 Ronson Road, Iselin New Jersey 08830 (Address of principal executive offices, including zip code) (732) 634-1500 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of Each Class: Name of each exchange on which registered: Common Stock, No Par Value The NASDAQ Stock Market, LLC Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  No  Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes  No  Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  No  Indicate by check mark whether the registrant has submitted and posted on their corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrants were required to submit and post such files). Yes  No  Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. Large accelerated filer  Accelerated filer  Non-accelerated filer  Smaller reporting company  Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes  No  The aggregate market value of the voting stock held by non-affiliates of the registrant at June 30, 2016 was $681,909,915 based on the closing market price of $43.38 per share. The number of shares outstanding for each of the registrant's classes of common stock, as of February 28, 2017: Common Stock, No par Value 16,297,496 shares outstanding Documents Incorporated by Reference Proxy Statement to be filed in connection with the Registrant’s Annual Meeting of Stockholders to be held on May 23, 2017, which will be filed with the Securities and Exchange Commission within 120 days of the end of our 2016 fiscal year, is incorporated by reference into Part III. MWC_10K_16.indd 3 3/23/17 4:09 PM MIDDLESEX WATER COMPANY FORM 10-K INDEX Forward-Looking Statements PAGE 1 PART I Item 1. Business: Overview Financial Information Water Supplies and Contracts 2 2 2 4 4 5 Employees Competition 5 Regulation 6 Seasonality 8 Management 8 Item 1A. Risk Factors Item 1B. Unresolved Staff Comments Item 2. Item 3. Legal Proceedings Item 4. Mine Safety Disclosures Properties 10 15 15 16 17 PART II Item 5. Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Selected Financial Data Item 6. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Item 7A. Qualitative and Quantitative Disclosure About Market Risk Item 8. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Financial Statements and Supplementary Data Item 9A. Controls and Procedures Item 9B. Other Information PART III Item 10. Directors, Executive Officers and Corporate Governance Item 11. Executive Compensation Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Item 13. Certain Relationships and Related Transactions, and Director Independence Item 14. Principal Accountant Fees and Services PART IV Item 15. Exhibits and Financial Statement Schedules 17 17 19 19 32 33 59 59 62 62 62 62 62 62 62 63 63 Signatures Exhibit Index MWC_10K_16.indd 4 3/23/17 4:09 PM FORWARD-LOOKING STATEMENTS Certain statements contained in this annual report and in the documents incorporated by reference constitute “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934 and Section 27A of the Securities Act of 1933. Middlesex Water Company (the “Company”) intends that these statements be covered by the safe harbors created under those laws. They include, but are not limited to statements as to: - - - expected financial condition, performance, prospects and earnings of the Company; strategic plans for growth; the amount and timing of rate increases and other regulatory matters, including the recovery of certain costs recorded as regulatory assets; the Company’s expected liquidity needs during the upcoming fiscal year and beyond and the sources and availability of funds to meet its liquidity needs; expected customer rates, consumption volumes, service fees, revenues, margins, expenses and operating results; financial projections; the expected amount of cash contributions to fund the Company’s retirement benefit plans, anticipated discount rates and rates of return on plan assets; the ability of the Company to pay dividends; the Company’s compliance with environmental laws and regulations and estimations of the materiality of any related costs; the safety and reliability of the Company’s equipment, facilities and operations; the Company’s plans to renew municipal franchises and consents in the territories it serves; trends; and the availability and quality of our water supply. - - - - - - - - - - These forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from future results expressed or implied by the forward-looking statements. Important factors that could cause actual results to differ materially from anticipated results and outcomes include, but are not limited to: - - - effects of general economic conditions; increases in competition for growth in non-franchised markets to be potentially served by the Company; ability of the Company to adequately control selected operating expenses which are necessary to maintain safe and proper utility services, and which may be beyond the company’s control; availability of adequate supplies of water; actions taken by government regulators, including decisions on rate increase requests; new or modified water quality standards; - - - - weather variations and other natural phenomena impacting utility operations; - - - - - financial and operating risks associated with acquisitions and, or privatizations; acts of war or terrorism; changes in the pace of housing development; availability and cost of capital resources; and other factors discussed elsewhere in this annual report. Many of these factors are beyond the Company’s ability to control or predict. Given these uncertainties, readers are cautioned not to place undue reliance on any forward-looking statements, which only speak to the Company’s understanding as of the date of this report. The Company does not undertake any obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date of this annual report or to reflect the occurrence of unanticipated events, except as may be required under applicable securities laws. For an additional discussion of factors that may affect the Company’s business and results of operations, see Item 1A - Risk Factors. MWC_10K_16.indd 5 3/23/17 4:09 PM Item 1. Business. Overview PART I Middlesex Water Company (Middlesex) was incorporated as a water utility company in 1897 and owns and operates regulated water utility and wastewater systems in New Jersey, Delaware and Pennsylvania. Middlesex also operates water and wastewater systems under contract on behalf of municipal and private clients in New Jersey and Delaware. The terms “the Company,” “we,” “our,” and “us” refer to Middlesex Water Company and its subsidiaries, including Tidewater Utilities, Inc. (Tidewater) and Tidewater’s wholly-owned subsidiaries, Southern Shores Water Company, LLC (Southern Shores) and White Marsh Environmental Systems, Inc. (White Marsh). The Company’s other subsidiaries are Pinelands Water Company (Pinelands Water) and Pinelands Wastewater Company (Pinelands Wastewater) (collectively, Pinelands), Utility Service Affiliates, Inc. (USA), Utility Service Affiliates (Perth Amboy) Inc., (USA-PA), Tidewater Environmental Services, Inc. (TESI) and Twin Lakes Utilities, Inc. (Twin Lakes). The Company’s principal executive offices are located at 1500 Ronson Road, Iselin, New Jersey 08830. Our telephone number is (732) 634-1500. Our website address is http://www.middlesexwater.com. We make available, free of charge through our website, reports and amendments filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, after such material is electronically filed with or furnished to the United States Securities and Exchange Commission (the SEC). Middlesex System The Middlesex System in New Jersey provides water services to approximately 61,000 retail customers, primarily in eastern Middlesex County, New Jersey and provides water under wholesale contracts to the City of Rahway, Townships of Edison and Marlboro, the Borough of Highland Park and the Old Bridge Municipal Utilities Authority. The Middlesex System treats, stores and distributes water for residential, commercial, industrial and fire protection purposes. The Middlesex System also provides water treatment and pumping services to the Township of East Brunswick under contract. The amount of water supply allocated to the Township of East Brunswick is granted directly to the Township by the New Jersey Water Supply Authority. The Middlesex System produced approximately 60% of our 2016 consolidated operating revenues. The Middlesex System’s retail customers are located in an area of approximately 55 square miles in Woodbridge Township, the City of South Amboy, the Boroughs of Metuchen and Carteret, portions of the Township of Edison and the Borough of South Plainfield in Middlesex County and, to a minor extent, a portion of the Township of Clark in Union County. Retail customers include a mix of residential customers, large industrial concerns and commercial and light industrial facilities. These customers are located in generally well-developed areas of central New Jersey. The contract customers of the Middlesex System comprise an area of approximately 110 square miles with a population of approximately 219,000. Contract sales to the Townships of Edison and Marlboro, the City of Rahway and the Old Bridge Municipal Utilities Authority are supplemental to the water systems owned and operated by these customers. Middlesex is the sole source of water for the Borough of Highland Park and the Township of East Brunswick. Middlesex provides water service to approximately 300 customers in Cumberland County, New Jersey. This system is referred to as Bayview, and is not physically interconnected with the Middlesex System. Bayview produced less than 1% of our 2016 consolidated operating revenues. 2 MWC_10K_16.indd 6 3/23/17 4:09 PM Tidewater System Tidewater, together with its wholly-owned subsidiary, Southern Shores, provides water services to approximately 43,000 retail customers for residential, commercial and fire protection purposes in nearly 400 separate communities in New Castle, Kent and Sussex Counties, Delaware. White Marsh is a wholly-owned subsidiary of Tidewater that is unregulated as to rates and operates or maintains more than 50 water and/or wastewater systems under contracts that serve approximately 4,000 residential customers. White Marsh owns two commercial properties that are leased to Tidewater as its administrative office campus and its field operations center. The Tidewater System produced approximately 26% of our 2016 consolidated operating revenues. Utility Service Affiliates-Perth Amboy USA-PA operates the City of Perth Amboy, New Jersey’s (Perth Amboy) water treatment and distribution system and its wastewater collection system under a 20-year agreement, which expires in 2018. USA-PA serves approximately 11,700 homes and businesses, most of which are served by both the water and wastewater systems. Under the agreement, USA-PA receives fixed fees, and may receive variable fees, based on customer revenue growth. Fixed fee revenues increase over the term of the 20-year contract based upon a schedule of rates. USA- PA produced approximately 8% of our 2016 consolidated operating revenues. In connection with the agreement with Perth Amboy, USA-PA entered into a subcontract with a wastewater operating company for the operation and maintenance of the Perth Amboy wastewater collection system. The subcontract provides for the sharing of certain fixed and variable fees and operating expenses and its term is concurrent with USA-PA’s contract with Perth Amboy. Pinelands System Pinelands Water provides water services to approximately 2,500 residential customers in Burlington County, New Jersey. Pinelands Water produced less than 1% of our 2016 consolidated operating revenues. Pinelands Water is not physically interconnected with the Middlesex System. Pinelands Wastewater provides wastewater collection and treatment services to approximately 2,500 residential customers. Under contract, it also services one municipal wastewater system in Burlington County, New Jersey with approximately 200 residential customers. Pinelands Wastewater produced approximately 1% of our 2016 consolidated operating revenues. Utility Service Affiliates, Inc. USA operates the Borough of Avalon, New Jersey’s (Avalon) water utility, sewer utility and storm water system under a ten-year operations and maintenance contract expiring in 2022. USA serves approximately 6,200 Avalon homes and businesses, most of which are served by both the water and wastewater collection systems. In addition to performing day-to-day operations, USA is responsible for billing, collections, customer service, emergency responses and management of capital projects funded by Avalon. USA also provides unregulated water and wastewater services under contract with several other smaller New Jersey municipalities. Under a marketing agreement with HomeServe USA (HomeServe), USA offers residential customers in New Jersey and Delaware various water and wastewater related home maintenance programs. HomeServe is a leading national provider of such home maintenance service programs. USA receives a service fee for the billing, cash collection and other administrative matters associated with HomeServe’s service contracts. The agreement expires in 2021. USA produced approximately 2% of our 2016 consolidated operating revenues. 3 MWC_10K_16.indd 7 3/23/17 4:09 PM TESI System TESI provides wastewater collection and treatment services to approximately 3,400 residential retail customers in Sussex County, Delaware. TESI produced approximately 2% of our 2016 consolidated operating revenues. Twin Lakes System Twin Lakes provides water services to approximately 120 residential customers in Shohola, Pennsylvania. Twin Lakes produced less than 1% of our 2016 consolidated operating revenues. Financial Information Consolidated operating revenues, operating income and net income are as follows: (Thousands of Dollars) Years Ended December 31, 2015 2016 2014 Operating Revenues $132,906 $126,025 $117,139 Operating Income $40,632 $35,840 $34,392 Net Income $22,742 $20,028 $18,445 Operating revenues were earned from the following sources: Years Ended December 31, 2016 2014 2015 Residential Commercial Industrial Fire Protection Contract Sales Contract Operations Other Total Water Supplies and Contracts 48.3 % 48.5 % 48.4 % 10.6 6.9 8.8 11.7 11.0 2.7 10.4 6.5 8.9 11.2 11.5 3.0 100.0 % 100.0 % 100.0 % 10.0 6.7 9.3 11.3 11.5 2.8 Our New Jersey, Delaware and Pennsylvania water supply systems are physically separate and are not interconnected. In New Jersey, the Pinelands System and Bayview System are not interconnected with the Middlesex System or each other. We believe we have adequate sources of water supply to meet the current service requirements of our present customers in New Jersey, Delaware and Pennsylvania. Middlesex System Our Middlesex System, which produced approximately 15.1 billion gallons in 2016, obtains water from surface sources and wells (groundwater sources). In 2016, surface sources of water provided approximately 74% of the Middlesex System’s water supply, groundwater sources provided approximately 19% from 31 wells and the balance was purchased from a non-affiliated regulated water utility. The Middlesex System’s distribution storage facilities are used to supply water to customers at times of peak demand, outages and emergencies. The principal source of surface water for the Middlesex System is the Delaware & Raritan Canal, which is owned by the State of New Jersey and operated as a water resource by the New Jersey Water Supply Authority 4 MWC_10K_16.indd 8 3/23/17 4:09 PM (NJWSA). Middlesex is under contract with the NJWSA, which expires November 30, 2023, and provides for average purchases of 27.0 million gallons per day (mgd) of untreated water from the Delaware & Raritan Canal, augmented by the Round Valley/Spruce Run Reservoir System. The untreated surface water is pumped to, and treated at, the Middlesex Carl J. Olsen (CJO) Water Treatment Plant. Middlesex also has an agreement with a non-affiliated regulated water utility for the purchase of treated water. This agreement, which expires February 27, 2021, provides for minimum purchase of 3.0 mgd of treated water with provisions for additional purchases. Tidewater System Our Tidewater System produced approximately 2.1 billion gallons in 2016 from 162 wells. Tidewater expects to submit applications to Delaware regulatory authorities for the approval of additional wells as growth, customer demand and water quality warrant. Tidewater augments its water production with annual minimum purchases of 15.0 million gallons of treated water under contract from the City of Dover, Delaware. Tidewater does not have a central water treatment facility for the nearly 400 separate communities it serves. As the number has grown, many of Tidewater’s individual systems have been interconnected, forming several regional systems that are served by multiple water treatment facilities. Pinelands Water System Water supply to our Pinelands Water System is derived from four wells which produced approximately 152.0 million gallons in 2016. The aggregate pumping capacity of the four wells is 2.2 mgd. Pinelands Wastewater System The Pinelands Wastewater System discharges into the South Branch of the Rancocas Creek through a tertiary treatment plant that provides clarification, sedimentation, filtration and disinfection. The total capacity of the plant is 0.5 mgd, and the system treated approximately 95.8 million gallons in 2016. Bayview System Water supply to Bayview customers is derived from two wells, which produced approximately 7.3 million gallons in 2016. TESI System The TESI System is comprised of seven wastewater treatment systems in Sussex County, Delaware, which are not interconnected. The treatment plants provide clarification, sedimentation, and disinfection. The combined total treatment capacity of the plants is 0.7 mgd. The TESI System treated approximately 107.7 million gallons in 2016. Twin Lakes System Water supply to Twin Lakes’ customers is derived from one well, which produced approximately 15.4 million gallons in 2016. Employees As of December 31, 2016, we had a total of 309 employees. None of our employees are subject to a collective bargaining agreement. We believe our employee relations are positive. Wages and benefits are reviewed annually and are considered competitive within both the industry and the regions where we operate. Competition Our business in our franchised service areas is substantially free from direct competition with other public utilities, municipalities and other entities. However, our ability to provide contract water supply and wastewater services and operations and maintenance services that are not under the jurisdiction of a state public utility 5 MWC_10K_16.indd 9 3/23/17 4:09 PM commission is subject to competition from other public utilities, municipalities and other entities. Although Tidewater and TESI have been granted exclusive franchises for each of their existing community water and wastewater systems, their ability to expand service areas can be affected by the Delaware Public Service Commission awarding franchises to other regulated water and wastewater utilities with whom we compete for such franchises and for projects. Regulation Our rates charged to customers for water and wastewater services, the quality of the services we provide and certain other matters are regulated by the following state utility commissions (collectively, the Utility Commissions):  New Jersey-New Jersey Board of Public Utilities (NJBPU)  Delaware-Delaware Public Service Commission (DEPSC)  Pennsylvania-Pennsylvania Public Utilities Commission (PAPUC) Our USA, USA-PA and White Marsh subsidiaries are not regulated public utilities. However, they are subject to environmental regulation with respect to water quality and wastewater effluent quality to the extent such services are provided. We are subject to environmental and water quality regulation by the following regulatory agencies (collectively, the Government Environmental Regulatory Agencies):  United States Environmental Protection Agency (EPA)  New Jersey Department of Environmental Protection (NJDEP) with respect to operations in New Jersey  Delaware Department of Natural Resources and Environmental Control, the Delaware Department of Health and Social Services-Division of Public Health (DEDPH), and the Delaware River Basin Commission (DRBC) with respect to operations in Delaware  Pennsylvania Department of Environmental Protection (PADEP) with respect to operations in Pennsylvania In addition, our issuances of equity securities are subject to the prior approval of the NJBPU and require registration with the SEC. Our issuances of long-term debt securities are subject to the prior approval of the appropriate Utility Commissions. Regulation of Rates and Services For regulated rate setting purposes, we account separately for operations in New Jersey, Delaware and Pennsylvania to facilitate independent rate setting by the applicable Utility Commissions. In determining our regulated utility rates, the respective Utility Commissions consider the revenue, expenses, rate base of property used and useful in providing service to the public and a fair rate of return on investments within their separate jurisdictions. Rate determinations by the respective Utility Commissions do not guarantee achievement to us of specific rates of return for our New Jersey, Delaware and Pennsylvania regulated utility operations. Thus, we may not achieve the stated rates of return authorized by the Utility Commissions. In addition, there can be no assurance that any future rate increases will be granted or, if granted, that they will be in the amounts requested. Middlesex Rate Matters In August 2015, Middlesex’s Petition to the NJBPU seeking permission to increase base water rates was concluded, based on a negotiated settlement, resulting in an increase in annual operating revenues of $5.0 million. The new base water rates were needed to recover increased costs and lost customer revenues, as well as a return on invested capital in rate base of $219.0 million, based on a return on equity of 9.75%. The rate increase became effective on August 29, 2015. 6 MWC_10K_16.indd 10 3/23/17 4:09 PM In June 2014, Middlesex’s Petition to the NJBPU seeking permission to increase base water rates was concluded, based on a negotiated settlement, resulting in an increase in annual operating revenues of $4.2 million. The new base water rates were designed to recover increased costs and lost customer revenues, as well as a return on invested capital in rate base of $208.6 million, based on a return on equity of 9.75%. The rate increase became effective on July 20, 2014. On November 1, 2016, Middlesex implemented a NJBPU-approved purchased water adjustment clause sufficient to recover additional costs of less than $0.1 million for the purchase of treated water from a non-affiliated regulated water utility. Tidewater Rate Matters In August 2014, Tidewater’s Application to the DEPSC seeking permission to increase base water rates was concluded, based on a negotiated settlement, resulting in an increase in annual operating revenues of $0.8 million. The new base water rates were designed to recover increased costs and a return on invested capital in rate base of $208.6 million, based on a return on equity of 9.75%. The rate increase became effective on August 19, 2014. Effective January 1, 2017, Tidewater increased its DEPSC-approved Distribution System Improvement Charge (DSIC) rate, which is expected to generate revenues of approximately $0.3 million annually. In April 2014, the DEPSC approved Tidewater’s 50-year agreement with the United States Department of Defense for the privatization of the water system of Dover Air Force Base (DAFB) in Dover, Delaware. On October 1, 2014, Tidewater assumed ownership of the DAFB water utility assets and began providing regulated water service to DAFB under Tidewater’s DEPSC approved tariff rates. TESI Rate Matters In October 2014, TESI implemented a DEPSC-approved 33.5% base wastewater rate increase for residential customers in the Plantations development in Delaware (approximately $0.1 million annually). Pinelands Rate Matters In April 2016, the NJBPU approved $0.2 million and $0.1 million of increases, respectively, in Pinelands Water and Pinelands Wastewater’s annual base rates, effective May 7, 2016. In October 2015, the companies had filed petitions with the NJBPU seeking permission to increase base rates by approximately $0.5 million per year. The rate filings were necessitated by capital infrastructure investments the companies have made, or have committed to make, increased operations and maintenance costs and lower non-fixed fee revenues. The Pinelands Water base water rate increase will be phased-in over two years. Southern Shores Rate Matters Under the terms of a multi-year DEPSC-approved agreement expiring in 2020, customer rates will increase on January 1st of each year to generate additional annual revenue of $0.1 million with each increase. Twin Lakes Rate Matters In June 2016, the PAPUC approved a $0.1 million increase in Twin Lakes’ base water rates, effective June 15, 2016. In November 2015, Twin Lakes had filed a petition seeking permission to increase its base water rates by approximately $0.2 million per year. This request was necessitated by capital infrastructure investments Twin Lakes has made, or committed to make, and increased operations and maintenance costs. The rate increase will be phased in over two years. Future Rate Filings Management monitors the need for rate relief for our regulated subsidiaries on an ongoing basis. When capital improvements (both made and planned) and/or increases in operation and maintenance costs require rate relief, base rate increase requests are expeditiously filed with those subsidiaries’ Utility Commissions. 7 MWC_10K_16.indd 11 3/23/17 4:09 PM Water and Wastewater Quality and Environmental Regulations Government environmental regulatory agencies regulate our operations in New Jersey, Delaware and Pennsylvania with respect to water supply, treatment and distribution systems and the quality of the water. They also regulate our operations with respect to wastewater collection, treatment and disposal. Regulations relating to water quality require us to perform tests to ensure our water meets state and federal quality requirements. In addition, government environmental regulatory agencies continuously review current regulations governing the limits of certain organic compounds found in the water as byproducts of the treatment process. We participate in industry-related research to identify the various types of technology that might reduce the level of organic, inorganic and synthetic compounds found in water. The cost to water utilities to comply with the proposed water quality standards depends in part on the limits set in the regulations and on the method selected to treat the water to the required standards. We regularly test our water to determine compliance with existing required government environmental regulatory agencies’ water quality standards. Treatment of groundwater in our Middlesex System is by chlorination for primary disinfection purposes. In addition, at certain locations, air stripping is used for removal of volatile organic compounds. Surface water treatment in our Middlesex System is by conventional treatment; coagulation, sedimentation and filtration. The treatment process includes pH adjustment, chlorination for disinfection, and corrosion control for the distribution system. Treatment of groundwater in our Tidewater System is by chlorination for disinfection purposes and, in some cases, pH correction and filtration for nitrate and iron removal and granular activated carbon filtration for organics removal. Chloramination is used for final disinfection at Southern Shores. Treatment of groundwater in the Pinelands, Bayview and Twin Lakes Systems (primary disinfection only) is performed at individual well sites. The NJDEP, DEDPH and PADEP monitor our activities and review the results of water quality tests that are performed for adherence to applicable regulations. Other applicable regulations include the Federal Lead and Copper Rule, the Federal Surface Water Treatment Rule and the Federal Total Coliform Rule and regulations for maximum contaminant levels established for various volatile organic compounds. Seasonality Customer demand for our water during the warmer months is generally greater than other times of the year due primarily to additional consumption of water in connection with irrigation systems, swimming pools, cooling systems and other outside water use. Throughout the year, and particularly during typically warmer months, demand may vary with temperature and rainfall timing and overall levels. In the event that temperatures during the typically warmer months are cooler than normal, or if there is more rainfall than normal, the customer demand for our water may decrease and therefore, adversely affect our revenues. Management This table lists information concerning our executive management team: Name Dennis W. Doll Age Principal Position(s) 58 President, Chief Executive Officer and Chairman of the Board of Directors A. Bruce O’Connor Richard M. Risoldi Jay L. Kooper Bernadette M. Sohler Lorrie B. Ginegaw Gerard L. Esposito 58 Vice President, Treasurer and Chief Financial Officer 60 Vice President-Operations and Chief Operating Officer 44 Vice President-General Counsel and Secretary 56 Vice President-Corporate Affairs 41 Vice President–Human Resources 65 President, Tidewater Utilities, Inc. 8 MWC_10K_16.indd 12 3/23/17 4:09 PM Dennis W. Doll – Mr. Doll joined the Company in November 2004 as Executive Vice President and was named President and Chief Executive Officer and became a Director of Middlesex effective January 1, 2006. In May 2010, he was elected Chairman of the Board of Directors of Middlesex. He is also Chairman for all subsidiaries of Middlesex. Prior to joining the Company, Mr. Doll had been employed in various executive leadership roles in the regulated water utility business since 1985. Mr. Doll also serves as a volunteer Director on selected non-profit Boards including the New Jersey Utilities Association (Past Chairman of the Board), the Water Research Foundation (presently Vice Chairman of the Board) and the National Association of Water Companies (Past President). A. Bruce O’Connor – Mr. O’Connor, a Certified Public Accountant, joined the Company in 1990 and was named Vice President and Chief Financial Officer in 1996 and Treasurer in 2014. He is Treasurer and a Director of Tidewater, USA, White Marsh and TESI. He is Vice President, Treasurer and a Director of Pinelands Water, USA-PA, Pinelands Wastewater and Twin Lakes. Richard M. Risoldi – Mr. Risoldi joined the Company in 1989 as Director of Production. He was appointed Assistant Vice President of Operations in 2003. He was named Vice President-Subsidiary Operations in May 2004. In January 2010, he was named Vice President – Operations and Chief Operating Officer. He is a Director of Tidewater, White Marsh and TESI. He also serves as a Director and President of Pinelands Water, USA, USA- PA, Pinelands Wastewater and Twin Lakes. Jay L. Kooper – Mr. Kooper joined the Company in March 2014 as Vice President and General Counsel and serves as Secretary for the Company and all subsidiaries. Prior to joining the Company, Mr. Kooper held various positions in private and public entities as well as in private law practice, representing electric, gas, water, wastewater, telephone and cable companies as well as municipalities and private clients before 17 state public utility commissions and legislatures, federal agencies and federal and state appellate courts. He is a member of the New Jersey State Bar Association and currently serves as Vice Chair of its Public Utility Law Section. Bernadette M. Sohler – Ms. Sohler joined the Company in 1994, was named Director of Communications in 2003 and promoted to Vice President-Corporate Affairs in March 2007. She also serves as Vice President of USA. Prior to joining the Company, Ms. Sohler held marketing and public relations management positions in the financial services industry. Ms. Sohler serves as a volunteer director on area Chambers of Commerce and several non-profit Boards, is the Chair of the New Jersey Utilities Association’s Communications Committee and is a member of the American Water Works Association. Lorrie B. Ginegaw – Ms. Ginegaw joined Tidewater in 2004. In September 2005, Ms. Ginegaw was promoted to Human Resources Manager. In May 2007, Ms. Ginegaw was promoted to Director of Human Resources for Middlesex. In March 2012, Ms. Ginegaw was named Vice President-Human Resources. Prior to joining the Company, Ms. Ginegaw worked the healthcare and transportation/logistics industries. She is the Chair of the New Jersey Utilities Association’s Human Resources Committee and a member of the Middlesex County, New Jersey Workforce Investment Board. in various human resources positions in Gerard L. Esposito – Mr. Esposito joined Tidewater in 1998 as Executive Vice President. He was named President of Tidewater and White Marsh in 2003 and President of TESI in January 2005. Prior to joining the Company he worked in various executive positions for Delaware environmental protection and water quality governmental agencies. He is a Director of Tidewater, White Marsh and TESI. Mr. Esposito is a volunteer Director on selected Delaware non-profit, government, and professional Boards, including the Delaware Solid Waste Authority, which he chairs, Port of Wilmington, Delaware Workforce Investment Board, and the University of Delaware Sea Grant Advisory Council, which he chairs. 9 MWC_10K_16.indd 13 3/23/17 4:09 PM ITEM 1A. RISK FACTORS. Our revenue and earnings depend on the rates we charge our customers. We cannot raise utility rates in our regulated businesses without filing a petition with the appropriate Utility Commissions. If these agencies modify, delay, or deny our petition, our revenues will not increase and our earnings will decline unless we are able to reduce costs. The NJBPU regulates our public utility companies in New Jersey with respect to rates and charges for service, classification of accounts, awards of new service territory, acquisitions, financings and other matters. That means, for example, that we cannot raise the utility rates we charge to our customers without first filing a petition with the NJBPU and going through a lengthy administrative process. In much the same way, the DEPSC and the PAPUC regulate our public utility companies in Delaware and Pennsylvania, respectively. We cannot give assurance of when we will request approval for any such matter, nor can we predict whether these Utility Commissions will approve, deny or reduce the amount of such requests. Certain costs of doing business are not completely within our control. The failure to obtain any rate increase would prevent us from increasing our revenues and, unless we are able to reduce costs, would result in reduced earnings. General economic conditions may materially and adversely affect our financial condition and results of operations. Adverse economic conditions could negatively impact our customers’ water usage demands, particularly the level of water usage demand by our commercial and industrial customers in our Middlesex System. If water demand by our commercial and industrial customers in our Middlesex System were negatively impacted, our financial condition and results of operations could continue to be negatively impacted. We are subject to environmental laws and regulations, including water quality and wastewater effluent quality regulations, as well as other state and local regulations. Compliance with those laws and regulations requires us to incur costs and we are subject to fines or other sanctions for non-compliance. Government environmental regulatory agencies regulate our operations in New Jersey, Delaware and Pennsylvania with respect to water supply, treatment and distribution systems and the quality of water. Government environmental regulatory agencies’ regulations relating to water quality require us to perform expanded types of testing to ensure that our water meets state and federal water quality requirements. We are subject to EPA regulations under the Federal Safe Drinking Water Act, which include the Lead and Copper Rule, the maximum contaminant levels established for various volatile organic compounds, the Federal Surface Water Treatment Rule and the Total Coliform Rule. There are also similar NJDEP regulations for our New Jersey water systems. The NJDEP, DEDPH and PADEP monitor our activities and review the results of water quality tests that we perform for adherence to applicable regulations. In addition, Government Environmental Regulatory Agencies are continually reviewing regulations governing the limits of certain organic compounds found in the water as byproducts of treatment. We are also subject to regulations related to fire protection services in New Jersey and Delaware. In New Jersey there is no state-wide fire protection regulatory agency. However, New Jersey regulations exist as to the size of piping required regarding the provision of fire protection services. In Delaware, fire protection is regulated statewide by the Office of State Fire Marshal. The cost of compliance with the water and wastewater effluent quality standards depends in part on the limits set in the regulations and on the method selected to implement them. If new or more restrictive standards are imposed, the cost of compliance could be very high and have an adverse impact on our revenues and results of operations if we cannot recover those costs through our rates that we charge our customers. The cost of compliance with fire protection requirements could also be high and make us less profitable if we cannot recover those costs through our rates charged to our customers. 10 MWC_10K_16.indd 14 3/23/17 4:09 PM In addition, if we fail to comply with environmental or other laws and regulations to which our business is subject, we could be fined or subject to other sanctions, which could adversely impact our business or results of operations. We depend upon our ability to raise money in the capital markets to finance some of the costs of complying with laws and regulations, including environmental laws and regulations or to pay for some of the costs of improvements to or the expansion of our utility system assets. Our regulated utility companies cannot issue debt or equity securities without regulatory approval. We require financing to fund the ongoing capital program for the improvement in our utility system assets and for planned expansion of those systems. We expect to spend approximately $223 million for capital projects through 2019. We must obtain approval from our economic regulators to sell debt or equity securities to raise money for these projects. If sufficient capital is not available, or the cost of capital is too high, or if the regulatory authorities deny a petition of ours to sell debt or equity securities, we may not be able to meet the costs of complying with environmental laws and regulations or the costs of improving and expanding our utility system assets to the level we believe operationally prudent. This may result in the imposition of fines from environmental regulators or restrictions on our operations which could curtail our ability to upgrade or replace utility system assets. We rely on our information technology systems to help manage our operations. Our information technology systems require periodic modifications, upgrades and or replacement which subject us to costs and risks including potential disruption of our internal control structure, substantial capital expenditures, additional administration and operating expenses, retention of sufficiently skilled personnel to implement and operate existing or new systems, and other risks and costs of delays or difficulties in transitioning to new systems or of integrating new systems into our current systems. In addition, challenges implementing new technology systems may cause disruptions in our business operations and have an adverse effect on our business operations, if not anticipated and appropriately mitigated. We rely on our computer, information and communications technology systems in connection with the operation of our business, especially with respect to customer service and billing, accounting and, in some cases, the monitoring and operation of our operating facilities. Our computer and communications systems and operations could be damaged or interrupted by natural disasters, power loss and internet, telecommunications or data network failures or acts of war or terrorism or similar events or disruptions. Any of these or other events could cause service interruption, delays and loss of critical data or, impede aspects of operations and therefore, adversely affect our financial results. Cyber-attacks on entities around the world have caused operational failures and/or compromised corporate and personal data. Such attacks could result in the loss, or compromise, of customer, financial or operational data, disruption of billing, collections or normal field service activities, disruption of electronic monitoring and control of operational systems and delays in financial reporting and other management functions. Possible impacts associated with a cyber-incident may include remediation costs related to lost, stolen, or compromised data, repairs to data processing systems, increased cyber security protection costs, adverse effects on our compliance with regulatory and environmental laws and regulation, including standards for drinking water, litigation and reputational damage. Weather conditions and overuse of underground aquifers may interfere with our sources of water, demand for water services and our ability to supply water to customers. Our ability to meet current and future water demands of our customers depends on the availability of an adequate supply of water. Unexpected conditions may interfere with our water supply sources. Drought and overuse of underground aquifers may limit the availability of ground and/or surface water. Freezing weather may also contribute to water transmission interruptions caused by water main breakage. Any interruption in our water supply could cause a reduction in our revenue and profitability. These factors may adversely affect our ability to 11 MWC_10K_16.indd 15 3/23/17 4:09 PM supply water in sufficient quantities to our customers. Governmental drought restrictions may result in decreased customer demand for water services and can adversely affect our revenue and earnings. Our business is subject to seasonal fluctuations, which could affect demand for our water service and our revenues. Demand for our water during the warmer months is generally greater than during cooler months due primarily to additional consumption of water in connection with irrigation systems, swimming pools, cooling systems and other outdoor water use. Throughout the year, and particularly during typically warmer months, demand may vary with temperature and rainfall levels. In the event that temperatures during the typically warmer months are cooler than normal, or if there is more rainfall than normal, the demand for our water may decrease and adversely affect our revenues. Our water sources or water service provided to customers may become contaminated by naturally- occurring or man-made compounds and events. This may cause disruption in services and impose operational and regulatory enforcement costs upon us to restore the water to required levels of quality as well as may damage our reputation and cause private litigation claims against us. Our sources of water or water in our distribution systems may become contaminated by naturally-occurring or man-made compounds or other events. In the event that any portion of our water supply sources or water distribution systems is contaminated, we may need to interrupt service to our customers until we are able to remediate the contamination or substitute the flow of water from an uncontaminated water source through existing interconnections with other water purveyors or through our transmission and distribution systems, where possible. We may also incur significant costs in treating any contaminated water, or remediating the effects on our treatment and distribution systems, through the use of our current treatment facilities, or development of new treatment methods. Our inability to substitute water supply from an uncontaminated water source, or to adequately treat the contaminated water supply in a cost-effective manner, may reduce our revenues and make us less profitable. We may be unable to recover costs associated with treating or decontaminating water supplies through rates, or recovery of these costs may not occur in a timely manner. In addition, we could be subject to claims for damages arising from government enforcement actions or other lawsuits arising out of interruption of service or human exposure to hazardous substances in our drinking water and water supplies. Such costs could adversely affect our financial results. Contamination of the water supply or the water service provided to our customers could result in substantial injury or damage to our customers, employees or others and we could be exposed to substantial claims and litigation, which are inherently subject to uncertainties and are potentially subject unfavorable rulings. Negative impacts to our profitability and our reputation may occur even if we are not responsible for the contamination or the consequences arising out of human exposure to contamination or hazardous substances in the water or water supplies. Pending or future claims against us could have a material adverse impact on our business, financial condition, results of operations and cash flows. We face competition from other water and wastewater utilities and service providers which might hinder our growth and reduce our profitability. We face risks of competition from other utilities or other entities authorized by federal, state or local agencies to provide utility services. Once a state utility regulator grants a franchise to a utility to serve a specific territory, that utility effectively has an exclusive right to service that territory. Although a new franchise offers some protection against competitors, the pursuit of franchises is often competitive, particularly in Delaware, where new franchises may be awarded to utilities based upon competitive negotiation. Competing entities have challenged, and may challenge in the future, our applications for new franchises. Also, third parties entering into long-term agreements to operate municipal utility systems may adversely affect our long-term agreements to supply water or wastewater services on a contract basis to municipalities, which could adversely affect our financial results. 12 MWC_10K_16.indd 16 3/23/17 4:09 PM We have long-term contractual obligations for water, wastewater and storm water system operation and maintenance under which we may incur costs in excess of payments received. USA-PA operates and maintains the water and wastewater systems of Perth Amboy under a 20-year contract expiring in 2018. USA operates and maintains the water, wastewater and storm water systems of Avalon under a 10-year contract expiring in 2022. These contracts do not protect us against incurring costs in excess of revenues we earn pursuant to the contracts. There can be no absolute assurance that we will not experience losses resulting from these contracts. Losses under these contracts, or our failure or inability to perform, may have a material adverse effect on our financial condition and results of operations. We serve as guarantor of performance of an unaffiliated company that operates a leachate pretreatment facility at the Monmouth County Reclamation Center in Tinton Falls, New Jersey. Middlesex entered into agreements, expiring in 2028, with Applied Water Management, Inc. (AWM), Natural Systems Utilities, LLC, (NSU) the parent company of AWM, and the County of Monmouth, New Jersey (County) for the operation of a leachate pretreatment facility at the Monmouth County Reclamation Center in Tinton Falls, New Jersey. Under the terms of the agreement, AWM operates the County-owned landfill leachate pretreatment facility. Middlesex is the guarantor of AWM's performance under the agreement (the Guaranty), for which Middlesex earns a fee, in addition to providing operational support if necessary. If asked to perform under the Guaranty, Middlesex could be required to fulfill the remaining operational commitments of AWM. There can be no absolute assurance that we will not experience losses if asked to perform under the Guaranty. Losses from performance under this Guaranty, or our failure or inability to perform, may have a material adverse effect on our financial condition and results of operations. NSU and AWM have agreed to indemnify Middlesex for any costs Middlesex may incur in connection with its Guaranty to the County. Capital market conditions and key assumptions may adversely impact the value of our postretirement benefit plan assets and liabilities. Market factors can adversely affect the rate of return on assets held in trusts to satisfy our future postretirement benefit obligations as well negatively affect interest rates, which impacts the discount rates used in the determination of our postretirement benefit actuarial valuations. In addition, changes in demographics, such as increases in life expectancy assumptions, can increase future postretirement benefit obligations. Any negative impact to these factors, either individually or a combination thereof, may have a material adverse effect on our financial condition and results of operations. An important element of our growth strategy is the acquisition of water and wastewater assets, operations, contracts or companies. Any pending or future acquisitions we decide to undertake may involve risks. The acquisition and/or operation of water and wastewater systems is an element of our growth strategy. This strategy depends on identifying suitable opportunities and reaching mutually agreeable terms with acquisition candidates or contract partners. Further, acquisitions may result in dilution of our equity securities, incurrence of debt and contingent liabilities, fluctuations in quarterly results and other related expenses. In addition, the assets, operations, contracts or companies we acquire may not achieve the sales and profitability expected. The current concentration of our business in central New Jersey and Delaware makes us susceptible to adverse development in local regulatory, economic, demographic, competitive and weather conditions. Our New Jersey water and wastewater businesses provide services to customers who are located primarily in eastern Middlesex County, New Jersey. Water service is provided under wholesale contracts to the Townships of Edison, East Brunswick and Marlboro, the Borough of Highland Park, the Old Bridge Municipal Utilities Authority, and the City of Rahway in Union County, New Jersey. We also provide water and wastewater services to customers in the State of Delaware. Our revenues and operating results are therefore subject to local regulatory, economic, demographic, competitive and weather conditions in a relatively concentrated geographic area. A change in any of these conditions could make it more costly for us to conduct our business. 13 MWC_10K_16.indd 17 3/23/17 4:09 PM The necessity for ongoing security has and may continue to result in increased operating costs. Because of physical and operational threats to the health and security of the United States of America, we employ procedures to review and modify, as necessary, physical and other security measures at our facilities. We provide ongoing training and communications to our employees about threats to our water supply, our assets and related systems and our employees’ personal safety. We have incurred, and will continue to incur, costs for security measures to protect against such risks. Our ability to achieve organic growth in our market area is dependent on the residential building market. Housing starts are one element that impacts our rate of growth and therefore, may not meet our expectations. We expect our revenues to increase from customer growth for our regulated water and wastewater operations as a result of anticipated construction and sale of new housing units. If housing starts decline, or do not increase as we have projected, as a result of economic conditions or otherwise, the timing and extent of our organic revenue growth may not meet our expectations, our deferred project costs may not produce revenue-generating projects in the timeframes anticipated and our financial results could be negatively impacted. There can be no assurance that we will continue to pay dividends in the future or, if dividends are paid, that they will be in amounts similar to past dividends. We have paid dividends on our common stock each year since 1912 and have increased the amount of dividends paid each year since 1973. Our earnings, financial condition, capital requirements, applicable regulations and other factors, including the timeliness and adequacy of rate increases, will determine both our ability to pay dividends and the amount of those dividends. There can be no assurance that we will continue to pay dividends in the future or, if dividends are paid, that they will be in amounts similar to past dividends. If we are unable to pay the principal and interest on our indebtedness as it comes due or we default under certain other provisions of our loan documents, our indebtedness could be accelerated and our results of operations and financial condition could be adversely affected. Our ability to pay the principal and interest on our indebtedness as it comes due will depend upon our current and future performance. Our performance is affected by many factors, some of which are beyond our control. We believe cash generated from operations and, if necessary, borrowings under existing credit facilities, will be sufficient to enable us to make our debt payments as they become due. If, however, we do not generate sufficient cash, we may be required to refinance our obligations or sell additional equity, which may be on terms that are less favorable than we desire. No assurance can be given that any refinancing or sale of equity will be possible when needed, or that we will be able to negotiate acceptable terms. In addition, our failure to comply with certain provisions contained in our trust indentures and loan agreements relating to our outstanding indebtedness could lead to a default under these documents, which could result in an acceleration of our indebtedness. We depend significantly on the technical and management services of our senior management team, and the departure of any of those persons could cause our operating results to temporarily be short of our expectations. Our success depends significantly on the continued individual and collective contributions of our senior management team. If we lose the services of any member of our senior management, or are unable to attract and retain qualified senior management personnel, our operating results could be negatively impacted. 14 MWC_10K_16.indd 18 3/23/17 4:09 PM We are subject to anti-takeover measures that may be used to discourage, delay or prevent changes of control that might benefit non-management shareholders. Subsection 10A of the New Jersey Business Corporation Act, known as the New Jersey Shareholders Protection Act, applies to us. The Shareholders Protection Act deters merger proposals, tender offers or other attempts to effect changes in control that are not approved by our Board of Directors. In addition, we have a classified Board of Directors, which means only a portion of the Director population is elected each year. A classified Board can make it more difficult for an acquirer to gain control of the Company by voting its candidates onto the Board of Directors and may also deter merger proposals and tender offers. Our Board of Directors also has the ability, subject to obtaining NJBPU approval, to issue one or more series of preferred stock having such number of shares, designation, preferences, voting rights, limitations and other rights as the Board of Directors may fix. This could be used by the Board of Directors to discourage, delay or prevent an acquisition that the Board of Directors determines is not in the best interest of the common stockholders. ITEM 1B. UNRESOLVED STAFF COMMENTS. None. ITEM 2. PROPERTIES. Utility Plant The water utility plant in our systems consists of source of supply, pumping, water treatment, transmission and distribution, general facilities and all appurtenances, including all connecting pipes. The wastewater utility plant in our systems consist of pumping, treatment, collection mains, general facilities and all appurtenances, including all connecting pipes. Middlesex System The Middlesex System’s principal source of surface supply is the Delaware & Raritan Canal owned by the State of New Jersey and operated as a water resource by the NJWSA. Water is withdrawn from the Delaware & Raritan Canal at New Brunswick, New Jersey through our intake and pumping station, located on state-owned land bordering the canal. Water is transported through two raw water pipelines for treatment and distribution at our CJO Water Treatment Plant in Edison, New Jersey. The CJO Water Treatment Plant includes chemical storage and chemical feed equipment, two dual rapid mixing basins, four upflow clarifiers which are also called superpulsators, four underground reinforced chlorine contact tanks, twelve rapid filters containing gravel, sand and anthracite for water treatment and a steel washwater tank. The CJO Water Treatment Plant also includes a computerized Supervisory Control and Data Acquisitions system to monitor and control the CJO Water Treatment Plant and the water supply and distribution system in the Middlesex System. There is an on-site State certified laboratory capable of performing bacteriological, chemical, process control and advanced instrumental chemical sampling and analysis. The firm design capacity of the CJO Water Treatment Plant is 55 mgd (60 mgd maximum capacity). The five electric motor-driven, vertical turbine pumps presently installed have an aggregate capacity of 85 mgd. In addition, there is a 15 mgd auxiliary pumping station located at the CJO Water Treatment Plant location. It has a dedicated substation and emergency power supply provided by a diesel-driven generator. It pumps from the 10 million gallon distribution storage reservoir directly into the distribution system. The transmission and distribution system is comprised of 741 miles of mains and includes 23,200 feet of 48-inch concrete transmission main connecting the CJO Water Treatment Plant to our distribution pipe network and related storage facilities. Also included is a 58,600 foot transmission main and a 38,800 foot transmission main, augmented with a long-term, non-exclusive agreement with the East Brunswick system to transport water to several of our contract customers. 15 MWC_10K_16.indd 19 3/23/17 4:09 PM The Middlesex System’s storage facilities consist of a 10 million gallon reservoir at the CJO Water Treatment Plant, 5 million gallon and 2 million gallon reservoirs in Edison (Grandview) and a 2 million gallon reservoir at the Park Avenue Well Field. In New Jersey, we own the properties on which the Middlesex System’s 31 wells are located, the properties on which our storage tanks are located as well as the property where the CJO Water Treatment Plant is located. We also own our headquarters complex located at 1500 Ronson Road, Iselin, New Jersey, consisting of a 27,000 square foot office building and an adjacent 16,500 square foot maintenance facility. Tidewater System The Tidewater System is comprised of 84 production plants that vary in pumping capacity from 46,000 gallons per day to 4.4 mgd. Water is transported to our customers through 727 miles of transmission and distribution mains. Storage facilities include 46 tanks, with an aggregate capacity of 8.3 million gallons. The Delaware office property, located on an eleven-acre parcel owned by White Marsh, consists of two office buildings totaling approximately 17,000 square feet. In addition, Tidewater maintains a field operations center servicing its largest service territory area in Sussex County, Delaware. The operations center is located on a 2.9 acre parcel owned by White Marsh, and consists of two buildings totaling approximately 8,400 square feet. Pinelands Water System Pinelands Water owns well site and storage properties in Southampton Township, New Jersey. The Pinelands Water storage facility is a 1.3 million gallon standpipe. Water is transported to our customers through 18 miles of transmission and distribution mains. Pinelands Wastewater System Pinelands Wastewater owns a 12 acre site on which its 0.5 million gallons per day capacity tertiary treatment plant and connecting pipes are located. Its wastewater collection system is comprised of approximately 24 miles of sewer lines. Bayview System Bayview owns two well sites, which are located in Downe Township, Cumberland County, New Jersey. Water is transported to its customers through our 4.2 mile distribution system. TESI System The TESI System is comprised of seven wastewater treatment systems in Southern Delaware. The treatment plants provide clarification, sedimentation, and disinfection. The combined total capacity of the plants is 0.7 mgd. TESI’s wastewater collection system is comprised of approximately 42.2 miles of sewer lines. Twin Lakes System Twin Lakes owns one operational well site, which is located in the Township of Shohola, Pike County, Pennsylvania. Water is transported to our customers through 3.7 miles of distribution mains. USA-PA, USA and White Marsh Our non-regulated subsidiaries, namely USA-PA, USA and White Marsh, do not own utility plant property. ITEM 3. LEGAL PROCEEDINGS. The Company is a defendant in lawsuits in the normal course of business. We believe the resolution of pending claims and legal proceedings will not have a material adverse effect on the Company’s consolidated financial statements. 16 MWC_10K_16.indd 20 3/23/17 4:09 PM ITEM 4. MINE SAFETY DISCLOSURES. Not applicable. PART II ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. The Company’s common stock is traded on the NASDAQ Stock Market, LLC, under the symbol MSEX. The following table shows the range of high and low share prices per share for the common stock and the dividend paid to shareholders in such quarter. As of December 31, 2016, there were 1,732 holders of record. 2016 Fourth Quarter Third Quarter Second Quarter First Quarter 2015 Fourth Quarter Third Quarter Second Quarter First Quarter High $44.48 $43.99 $44.11 $32.10 High $28.02 $24.98 $23.85 $23.48 Low $32.82 $32.51 $30.50 $25.00 Low $23.40 $22.12 $21.24 $21.57 Dividend $0.2113 $0.1988 $0.1988 $0.1988 Dividend $0.1988 $0.1925 $0.1925 $0.1925 The Company has paid dividends on its common stock each year since 1912. The payment of future dividends is contingent upon the future earnings of the Company, its financial condition and other factors deemed relevant by the Board of Directors at its discretion. If four or more quarterly dividends are in arrears, the preferred shareholders, as a class, are entitled to elect two members to the Board of Directors in addition to Directors elected by holders of the common stock. In the event dividends on the preferred stock are in arrears, no dividends may be declared or paid on the common stock of the Company. The Company periodically issues shares of common stock in connection with its Middlesex Water Company Investment Plan (the Investment Plan), a direct share purchase and sale and dividend reinvestment plan for the Company’s common stock. In July 2015, the Company registered an additional 700,000 common shares for potential issuance under the Investment Plan with the SEC, increasing the number of NJBPU-authorized shares to 3.0 million. The Company raised approximately $1.5 million through the issuance of 42,604 shares under the Investment Plan during 2016. The Company maintains a stock compensation plan for certain management employees (the 2008 Restricted Stock Plan). The Company maintains an escrow account for 0.1 million awarded shares of the Company's common stock for the 2008 Restricted Stock Plan. Shares issued in connection with the 2008 Restricted Stock Plan are subject to forfeiture by the employee in the event of termination of employment within five years of the award other than as a result of normal retirement, death, disability or change in control. The maximum number of shares authorized for grant under the 2008 Restricted Stock Plan is 0.3 million shares and 0.1 million shares remain available for future awards under the 2008 Restricted Stock Plan. The Company maintains a stock compensation plan for its outside directors (the Outside Director Stock Compensation Plan). In 2016, 3,976 shares of the Company’s common stock were granted and issued to the Company’s outside directors under the Outside Director Stock Compensation Plan. The maximum number of 17 MWC_10K_16.indd 21 3/23/17 4:09 PM shares authorized for grant under the Outside Director Stock Compensation Plan is 100,000. 68,144 shares remain available for future grants under the Outside Director Stock Compensation Plan. Set forth below is a line graph comparing the yearly change in the cumulative total return (which includes reinvestment of dividends) of a $100 investment for the Company’s common stock, a peer group of investor- owned water utilities, and the Dow Jones Wilshire 5000 Stock Index for the period of five years commencing December 31, 2011. The Dow Jones Wilshire 5000 Stock Index measures the performance of all U.S. headquartered equity securities with readily available price data. COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN Among Middlesex Water Company, the Dow Jones Wilshire 5000 Stock Index and a Peer Group* $300 $275 $250 $225 $200 $175 $150 $125 $100 $75 $50 $25 $0 Dec‐11 Dec‐12 Dec‐13 Dec‐14 Dec‐15 Dec‐16 Middlesex Water Company Wilshire 5000 Index Peer Group * * Peer group includes American States Water Company, Artesian Resources Corp., California Water Service Group, Connecticut Water Service, Inc., SJW Corp., York Water Company and Middlesex. Middlesex Water Company Dow Jones Wilshire 5000 Stock Index Peer Group December 31, 2011 100.00 100.00 100.00 2013 121.15 148.18 154.02 2012 109.09 113.59 120.47 2014 138.38 163.84 180.07 2015 164.72 161.46 190.39 2016 272.84 178.96 272.02 18 MWC_10K_16.indd 22 3/23/17 4:09 PM ITEM 6. SELECTED FINANCIAL DATA. CONSOLIDATED SELECTED FINANCIAL DATA (Thousands Except per Share Data) Operating Revenues Operating Expenses: Operations and Maintenance Depreciation Other Taxes Total Operating Expenses Operating Income Other Income (Expense), Net Interest Charges Income Taxes Net Income Preferred Stock Dividend Earnings Applicable to Common Stock Earnings per Share: Basic Diluted Average Shares Outstanding: Basic Diluted Dividends Declared and Paid Total Assets Convertible Preferred Stock Long-term Debt 2016 132,906 $ 2015 126,025 $ 2014 117,139 $ 2013 114,846 $ 2012 110,379 $ 65,534 12,796 13,944 92,274 40,632 (862) 5,293 11,735 22,742 144 22,598 $ 65,167 12,051 12,967 90,185 35,840 293 5,554 10,551 20,028 144 19,884 $ 59,129 11,444 12,174 82,747 34,392 (403) 5,607 9,937 18,445 151 18,294 $ 60,748 10,988 12,140 83,876 30,970 91 5,807 8,621 16,633 190 16,443 $ 60,458 10,409 11,865 82,732 27,647 857 6,725 7,383 14,396 206 14,190 $ $ $ 1.39 1.38 $ $ 1.23 1.22 $ $ 1.14 1.13 $ $ 1.04 1.03 $ $ 0.90 0.90 16,270 16,426 0.808 620,161 1,356 134,538 $ $ $ $ 16,175 16,331 0.776 581,383 1,356 132,908 $ $ $ $ 16,052 16,226 0.763 572,298 1,356 132,565 $ $ $ $ 15,868 16,110 0.753 526,815 1,806 126,272 $ $ $ $ 15,733 15,995 0.743 558,120 2,273 127,861 $ $ $ $ ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION. The following discussion of the Company’s historical results of operations and financial condition should be read in conjunction with the Company’s consolidated financial statements and related notes. Management’s Overview Operations Middlesex Water Company (Middlesex) has operated as a water utility in New Jersey since 1897, in Delaware through our wholly-owned subsidiary, Tidewater Utilities, Inc. (Tidewater), since 1992 and in Pennsylvania through our wholly-owned subsidiary, Twin Lakes Utilities, Inc. (Twin Lakes), since 2009. We are in the business of collecting, treating and distributing water for domestic, commercial, municipal, industrial and fire protection purposes. We also operate two New Jersey municipal water and wastewater systems under contract and provide regulated wastewater services in New Jersey and Delaware through our subsidiaries. We are regulated as to rates charged to customers for water and wastewater services, as to the quality of water service we provide and as to certain other matters in New Jersey, Delaware and Pennsylvania. Only our Utility Service Affiliates, Inc. (USA), Utility Service Affiliates (Perth Amboy), Inc. (USA-PA) and White Marsh Environmental Services, Inc. (White Marsh) subsidiaries are not regulated utilities. 19 MWC_10K_16.indd 23 3/23/17 4:09 PM Our New Jersey water utility system (the Middlesex System) provides water services to approximately 61,000 retail customers, primarily in central New Jersey. The Middlesex System also provides water service under contract to municipalities in central New Jersey with a total population of approximately 219,000. We also have an investment in a joint venture, Ridgewood Green RME (RGRME), that operates facilities to optimize the production of electricity at the Village of Ridgewood, New Jersey wastewater treatment plant and other municipal facilities. In partnership with our subsidiary, USA-PA, we operate the water supply system and wastewater system for the City of Perth Amboy, New Jersey (Perth Amboy). Our Bayview subsidiary provides water services in Downe Township, New Jersey. Our other New Jersey subsidiaries, Pinelands Water Company (Pinelands Water) and Pinelands Wastewater Company (Pinelands Wastewater) (collectively, Pinelands), provide water and wastewater services to approximately 2,500 customers in Southampton Township, New Jersey. USA operates the Borough of Avalon, New Jersey’s (Avalon) water utility, sewer utility and storm water system under a ten-year operations and maintenance contract expiring in 2022. In addition to performing day to day operations, USA is responsible for billing, collections, customer service, emergency responses and management of capital projects funded by Avalon. Under a marketing agreement with HomeServe USA (HomeServe), USA offers residential customers in New Jersey and Delaware a menu of water and wastewater related home maintenance programs. HomeServe is a leading national provider of such home maintenance service programs. USA receives a service fee for the billing, cash collection and other administrative matters associated with HomeServe’s service contracts. The agreement expires in 2021. USA also provides unregulated water and wastewater services under contract with several New Jersey municipalities. Our Delaware subsidiaries, Tidewater and Southern Shores Water Company, LLC (Southern Shores), provide water services to approximately 43,000 retail customers in New Castle, Kent and Sussex Counties, Delaware. Tidewater’s subsidiary, White Marsh, services approximately 4,000 customers in Kent and Sussex Counties through various operations and maintenance contracts. Our Tidewater Environmental Services, Inc. (TESI) subsidiary provides wastewater services to approximately 3,400 residential retail customers in Sussex Counties, Delaware. Our Pennsylvania subsidiary, Twin Lakes, provides water services to approximately 120 retail customers in the Township of Shohola, Pike County, Pennsylvania. Recent Developments Pinelands Water, Pinelands Wastewater and Twin Lakes Rate Increases – In the second quarter of 2016, Pinelands Water, Pinelands Wastewater and Twin Lakes implemented base rate increases of $0.2 million, $0.1 million and $0.1 million, respectively. The rate increases were necessitated by capital infrastructure investments the companies have made and increased operations and maintenance costs. The Pinelands Water and Twin Lakes rate increases will be phased-in over two years. Tidewater Distribution System Improvement Charge (DSIC) - Effective January 1, 2017, Tidewater increased its Delaware Public Service Commission (DEPSC)-approved DSIC rate, which is expected to generate $0.3 million of annual revenues. A DSIC is a rate-mechanism that allows water utilities to recover investments in, and generate a return on, qualifying capital improvements made between base rate proceedings. Strategy for Growth Our strategy for profitable growth is focused on five key areas:  Prudent acquisitions of investor- and municipally-owned water and wastewater utilities;  Timely and adequate recovery of prudent investments in utility plant required to maintain appropriate utility services;  Operate municipal, commercial and industrial water and wastewater systems under contract; 20 MWC_10K_16.indd 24 3/23/17 4:09 PM   Invest in renewable energy projects that are complementary to the provision of water and wastewater services, and to our core water and wastewater competencies; and Invest in other products, services and opportunities that complement our core water and wastewater competencies. Rates Middlesex - In August 2015, Middlesex’s Petition to the New Jersey Board of Public Utilities (the NJBPU) seeking permission to increase base water rates was concluded, based on a negotiated settlement, resulting in an increase in annual operating revenues of $5.0 million. The new base water rates were needed to recover increased costs and lost customer revenues, as well as a return on invested capital in rate base of $219.0 million, based on a return on equity of 9.75%. The rate increase became effective on August 29, 2015. In June 2014, Middlesex’s Petition to the NJBPU seeking permission to increase base water rates was concluded, based on a negotiated settlement, resulting in an increase in annual operating revenues of $4.2 million. The new base water rates were designed to recover increased costs and lost customer revenues, as well as a return on invested capital in rate base of $208.6 million, based on a return on equity of 9.75%. The rate increase became effective on July 20, 2014. On November 1, 2016, Middlesex implemented an NJBPU-approved purchased water adjustment clause sufficient to recover additional costs of less than $0.1 million for the purchase of treated water from a non- affiliated regulated water utility. Tidewater - In August 2014, Tidewater’s Application to the DEPSC seeking permission to increase base water rates was concluded, based on a negotiated settlement, resulting in an increase in annual operating revenues of $0.8 million. The new base water rates were designed to recover increased costs and a return on invested capital in rate base of $208.6 million, based on a return on equity of 9.75%. The rate increase became effective on August 19, 2014. Effective January 1, 2017, Tidewater increased its DEPSC-approved DSIC rate, which is expected to generate revenues of approximately $0.3 million annually. In April 2014, the DEPSC approved Tidewater’s 50-year agreement with the United States Department of Defense for the privatization of the water system of Dover Air Force Base (DAFB) in Dover, Delaware. On October 1, 2014, Tidewater assumed ownership of the DAFB water utility assets and began providing regulated water service to DAFB under Tidewater’s DEPSC approved tariff rates. TESI - In October 2014, TESI implemented a DEPSC-approved 33.5% base wastewater rate increase for residential customers in the Plantations development in Delaware (approximately $0.1 million annually). Pinelands - In April 2016, the NJBPU approved $0.2 million and $0.1 million of increases, respectively, in Pinelands Water and Pinelands Wastewater’s annual base rates, effective May 7, 2016. In October 2015, the companies had filed petitions with the NJBPU seeking permission to increase base rates by approximately $0.5 million per year. The rate filings were necessitated by capital infrastructure investments the companies have made, or have committed to make, increased operations and maintenance costs and lower non-fixed fee revenues. The Pinelands Water base water rate increase will be phased-in over two years. Southern Shores - Under the terms of a multi-year DEPSC-approved agreement expiring in 2020, customer rates will increase on January 1st of each year to generate additional annual revenue of $0.1 million with each increase. Twin Lakes - In June 2016, the Pennsylvania Public Utilities Commission approved a $0.1 million increase in Twin Lakes’ base water rates, effective June 15, 2016. In November 2015, Twin Lakes had filed a petition seeking permission to increase its base water rates by approximately $0.2 million per year. This request was necessitated by capital infrastructure investments Twin Lakes has made, or committed to make, and increased operations and maintenance costs. The rate increase will be phased in over two years. 21 MWC_10K_16.indd 25 3/23/17 4:09 PM Outlook Our ability to increase operating income and net income is based significantly on four factors: weather, adequate and timely rate relief, effective cost management, and customer growth (which are evident in comparison discussions in the Results of Operations section below). Weather patterns experienced in 2015 and 2016, which contributed to overall increases in operating revenues, may not reoccur in 2017. Changes in customer water usage habits, as well as increases in capital expenditures and operating costs, are significant factors in determining the timing and extent of rate increase requests. As operating costs are anticipated to increase in 2017 in a variety of categories, we continue to implement plans to further streamline operations and further reduce, and mitigate increases in, operating costs. Organic residential customer growth for 2017 is expected to be consistent with that experienced in recent years. The Company has projected to spend approximately $223 million on its 2017-2019 capital investment program, including approximately $36 million to construct a large-diameter transmission pipeline that will provide a second connection between Middlesex’s main water treatment plant and distribution system in New Jersey, $34 million on our RENEW Program, our ongoing initiative to eliminate unlined mains in the Middlesex System and $27 million for the upgrade of Middlesex’s main water treatment plant in New Jersey. Operating Results by Segment The Company has two operating segments, Regulated and Non-Regulated. Our Regulated segment contributed approximately 89%, 88% and 88% of total revenues for the years ended December 31, 2016, 2015 and 2014, respectively and approximately 98%, 94% and 93% of net income for the years ended December 31, 2016, 2015 and 2014, respectively. The discussion of the Company’s results of operations is on a consolidated basis, and includes significant factors by subsidiary. The segments in the tables included below are comprised of the following companies: Regulated- Middlesex, Tidewater, Pinelands, Southern Shores, TESI and Twin Lakes; Non- Regulated- USA, USA-PA, and White Marsh. Results of Operations for 2016 as Compared to 2015 (In Millions) Years Ended December 31, 2016 Non- Regulated Regulated Total Regulated 2015 Non- Regulated Revenues Operations and maintenance expenses Depreciation expense Other taxes Operating income $117.9 53.5 12.6 13.6 $14.9 12.2 0.2 0.3 38.2 2.4 40.6 33.6 2.2 $132.9 65.5 12.8 14.0 $111.1 53.0 11.8 12.7 $15.0 12.0 0.2 0.4 Total $126.0 65.2 12.0 13.0 35.8 Other income (expense), net Interest expense Income taxes Net income 0.4 (1.3) 0.1 5.2 0.6 11.1 $0.4 $22.3 (0.9) 5.3 11.7 $22.7 0.3 - 0.1 5.5 1.0 9.5 $1.1 $18.9 0.3 5.6 10.5 $20.0 22 MWC_10K_16.indd 26 3/23/17 4:09 PM Operating Revenues Operating revenues for the year ended December 31, 2016 increased $6.9 million from the same period in 2015. This increase was primarily related to the following factors:  Middlesex System revenues increased $5.9 million due to: o Sales to General Metered Service and Public/Private Fire customers increased by $4.4 million from a NJBPU-approved rate increase implemented in August 2015 ($3.2 million) and favorable weather conditions ($1.2 million); and o Sales to Contract customers increased by $1.5 million due to higher water demand ($1.4 million) and from a NJBPU-approved rate increase implemented in August 2015 ($0.1 million);  Tidewater System revenues increased $0.6 million primarily due to additional customers;  White Marsh revenues increased $0.2 million due to new contracts to operate water and wastewater systems as well as additional billable supplemental services under existing contracts; and  Pinelands revenues increased $0.2 million due to the NJBPU-approved rate increase implemented in May 2016 and weather-related demand. Operation and Maintenance Expense Operation and maintenance expenses for the year ended December 31, 2016 increased $0.4 million from the same period in 2015, primarily related to the following factors:  Labor costs increased by $1.6 million due to company-wide higher average labor rates, increased headcount and incentive compensation partially offset by higher capitalized labor at Middlesex;  Costs associated with Middlesex’s large main condition assessment program increased $0.3 million;  Insurance costs increased $0.3 million primarily due to higher workmen’s compensation premiums;  Employee benefit expenses decreased by $1.3 million due primarily to lower retirement plan costs. The 2016 costs were calculated using a higher discount rate than in the 2015 calculation of our net periodic plan costs;  Decreased main break repair activity, as compared to 2015, resulted in lower costs of $0.2 million in our Middlesex System;  Variable production costs decreased $0.2 million, due primarily to improved non-revenue water management and higher raw water quality in our Middlesex System; and  All other operation and maintenance expense categories decreased $0.1 million. Depreciation Depreciation expense for the year ended December 31, 2016 increased $0.7 million from the same period in 2015 due to a higher level of utility plant in service. Other Taxes Other taxes for the year ended December 31, 2016 increased $1.0 million from the same period in 2015, primarily due to higher gross revenue taxes on increased Middlesex system revenues. Other Income (Expense), net Other income (expense), net for the year ended December 31, 2016 decreased $1.2 million from the same period in 2015, due primarily to a $1.9 million charge in connection with Middlesex’s joint venture equity investment in, and loan to, RGRME. RGRME owns and operates a renewable energy system solution comprised of an anaerobic digester, biogas generator and several solar panel sites for the Village of Ridgewood, New Jersey (Ridgewood). RGRME earns revenues primarily by selling renewable sourced electricity to Ridgewood and charging fees for liquid waste disposal. During the fourth quarter of 2016, RGRME identified that significant additional investment was required to optimize the liquid waste disposal and biogas electric generation process. 23 MWC_10K_16.indd 27 3/23/17 4:09 PM Middlesex concluded that RGRME’s inability to effectively operate the renewable energy system without significant additional investment would impair its ability to generate enough cash flow to cover its current and future operating and debt service obligations. Middlesex recorded an allowance for uncollectible notes receivable for $1.7 million and an impairment charge of $0.2 million on its equity investment. Offsetting some of the these losses was the recognition by USA of previously deferred income associated with the 10-year marketing agreement with HomeServe and higher allowance for funds used during construction due to higher construction expenditures. Interest Charges Interest charges for the year ended December 31, 2016 decreased $0.3 million from the same period in 2015 due to lower average long-term and short-term debt balances outstanding. Income Taxes Income taxes for the year ended December 31, 2016 increased $1.2 million from the same period in 2015, primarily due to higher taxable income in 2016 as compared to 2015. Net Income and Earnings Per Share Net income for the year ended December 31, 2016 increased $2.7 million as compared with the same period in 2015. Basic and diluted earnings per share were $1.39 and $1.38 for the year ended December 31, 2016 and 2015, as compared to $1.23 and $1.22, respectively, for the same period in 2015. Results of Operations for 2015 as Compared to 2014 (In Millions) Years Ended December 31, 2015 Non- Regulated Regulated Total Regulated 2014 Non- Regulated $111.1 53.0 11.8 12.7 $13.8 10.9 0.2 0.3 33.6 2.2 35.8 32.0 2.4 $126.0 65.2 12.0 13.0 $103.3 48.2 11.2 11.9 $14.9 12.2 0.2 0.3 Total $117.1 59.1 11.4 12.2 34.4 0.3 - 0.1 5.5 1.0 9.5 $1.1 $18.9 0.3 5.6 10.5 $20.0 (0.3) 5.5 8.9 $17.3 (0.1) 0.1 1.0 $1.2 (0.4) 5.6 9.9 $18.5 Revenues Operations and maintenance expenses Depreciation expense Other taxes Operating income Other income (expense), net Interest expense Income taxes Net income Operating Revenues Operating revenues for the year ended December 31, 2015 increased $8.9 million from the same period in 2014 due to the following factors:  Middlesex System revenues increased $5.6 million due to NJBPU-approved rate increases implemented in July 2014 (approximately $2.2 million) and August 2015 (approximately $1.6 million) and higher weather-driven customer demand (approximately $1.8 million);  Tidewater System revenues increased $1.8 million due to higher demand from existing customers and the October 2014 acquisition of the Dover Air Force Base system; 24 MWC_10K_16.indd 28 3/23/17 4:09 PM  USA-PA’s revenues increased $0.8 million from scheduled fixed fees increases under our contract with Perth Amboy ($1.0 million) partially offset by lower revenues ($0.2 million) under the same contract for supplemental services;  TESI’s revenues increased $0.3 million due primarily to base wastewater rate increases effective in October 2014 and April 2015;  USA’s revenues increased $0.2 million due to a higher amount of billable supplemental services under our contract to operate the Avalon water, wastewater and storm water system (see corresponding expense increase in “Operation and Maintenance Expense” below); and  All other revenues increased $0.2 million. Operation and Maintenance Expenses Operation and maintenance expenses for the year ended December 31, 2015 increased $6.0 million from the same period in 2014 due to the following factors:  Employee benefit expenses increased $3.4 million due to higher employee healthcare insurance costs and higher retirement plan costs resulting from a lower discount rate than in the prior year and the required adoption of new mortality tables, reflecting longer life expectancies. Both factors impacted the calculation of the 2015 net periodic plan costs;  Variable production costs increased $0.9 million due to an increase in the rate the Company pays for residuals removal in our Middlesex System and increased production in our Middlesex and Tidewater systems;  USA-PA’s operation and maintenance costs increased $0.9 million due mostly to higher subcontractor expenditures (see corresponding increase in “Operating Revenues” above);  USA’s operation and maintenance costs increased $0.6 million due to expenditures for billable supplemental services under USA’s contract to operate the Avalon water, sewer and storm water systems (see corresponding revenue increase in “Operating Revenues” above); and  All other operation and maintenance expense categories increased $0.2 million. Depreciation Depreciation expense for the year ended December 31, 2015 increased $0.6 million from the same period in 2014 due to a higher level of utility plant in service. Other Taxes Other taxes for the year ended December 31, 2015 increased $0.8 million from the same period in 2014 due to higher revenue related taxes on increased revenues in our Middlesex system. Other Income, net Other Income, net for the year ended December 31, 2015 increased $0.7 million from the same period in 2014 due higher allowance for funds used during construction, resulting from a higher level of capital projects in progress, and lower business development costs at our TESI subsidiary. Interest Charges Interest charges for the year ended December 31, 2015 decreased $0.1 million from the same period in 2014 due to lower average interest rates on decreased average total debt outstanding. Income Taxes Income taxes for the year ended December 31, 2015 increased $0.6 million from the same period in 2014 due to increased pre-tax operating income in 2015 as compared to 2014. 25 MWC_10K_16.indd 29 3/23/17 4:09 PM Net Income and Earnings Per Share Net income for the year ended December 31, 2015 increased $1.6 million as compared with the same period in 2014. Basic and diluted earnings per share increased to $1.23 and $1.22, respectively, for the year ended December 31, 2015, as compared to $1.14 and $1.13, respectively, for the year ended December 31, 2014. Liquidity and Capital Resources Cash Flows from Operating Activities Cash flows from operating activities are largely influenced by four factors: weather, adequate and timely rate increases, effective cost management and customer growth. The effect of those factors on net income is discussed in the Results of Operations section above. For the year ended December 31, 2016, cash flows from operating activities were $47.1 million, which enabled us to internally fund approximately 75% of utility plant expenditures in 2016. This was a decrease in cash flows of $4.1 million from 2015 and resulted primarily from higher payments for income tax and materials and supplies partially offset by higher water sales and timing of payments to vendors. For the year ended December 31, 2015, cash flows from operating activities increased $18.6 million to $51.2 million. The increase in cash flows from operating activities resulted from a net refund of previously paid federal income taxes resulting from the Company’s adoption of final IRS regulations pertaining to the deductibility of costs that qualify as repairs on tangible property (approximately $8.8 million), income taxes paid and higher net income. The $51.2 million of net cash flow from operations enabled us to internally fund all utility plant expenditures incurred in 2015. Increases in certain operating costs impact our liquidity and capital resources. We continually monitor the need for timely rate filing to minimize the lag between the time we experience increased operating costs and capital expenditures and the time we receive appropriate rate relief. There can be no assurances however that our regulated subsidiaries’ respective Utility Commissions will approve base water and/or wastewater rate increase requests in whole or in part or when the decisions will be rendered. Cash Flows Used in Investing Activities For the year ended December 31, 2016, cash flows used in investing activities increased $23.0 million to $47.4 million, which was attributable to higher utility plant expenditures. For the year ended December 31, 2015, cash flows used in investing activities increased $2.5 million to $24.4 million. The increase in cash flows used in investing activities resulted from increased utility plant expenditures partially offset by increased restricted cash inflows. For further discussion on the Company’s future capital expenditures and expected funding sources, see “Capital Expenditures and Commitments” below. Cash Flows Used in Financing Activities For the year ended December 31, 2016, cash flows from financing activities positively increased $26.7 million to $0.7 million. The majority of the increase in cash flows provided by financing activities is due to the net increase in short-term debt funding. For the year ended December 31, 2015, cash flows used in financing activities increased $13.1 million to $26.0 million. The increase in cash flows used in financing activities resulted from increased short-term debt refunding and lower net cash inflows from long-term debt, as the Company did not require any additional New Jersey State Revolving Fund (SRF) long-term financing in 2015. For further discussion on the Company’s short-term and long-term debt, see “Sources of Liquidity” below. 26 MWC_10K_16.indd 30 3/23/17 4:09 PM Capital Expenditures and Commitments To fund our capital program, we use internally generated funds, short term and long term debt borrowings, proceeds from sales of common stock under the Middlesex Water Company Investment Plan (Investment Plan) and, when market conditions are favorable, proceeds from sales offerings to the public of our common stock. The table below summarizes our estimated capital expenditures for the years 2017-2019. (Millions) Distribution/Network System Production System Information Technolgy (IT) Systems Other Total Estimated Capital Expenditures 39.2 11.6 3.8 5.6 60.2 49.9 32.1 0.5 6.4 88.9 $ $ $ 2017 $ 2018 $ 2019 $ 2017-2019 134.9 $ 64.3 5.0 18.7 222.9 $ 45.8 20.6 0.7 6.7 73.8 Our estimated capital expenditures for the items listed above are primarily comprised of the following:  Distribution/Network System-Projects associated with installation and relocation of water mains and service lines and wastewater collection systems, construction of water storage tanks, installation and replacement of hydrants and meters and our RENEW Program. RENEW is our ongoing initiative to eliminate unlined mains in the Middlesex System. In connection with our RENEW Program, we expect to spend approximately $11.8 million in 2017 and $11.2 million in both 2018 and 2019. Construction of a large-diameter transmission pipeline that will provide a second connection between Middlesex’s Carl J. Olsen (CJO) water treatment plant and our distribution system is expected to result in approximately $35.5 million of expenditures beginning in 2017 through 2019.  Production System-Projects associated with our water production and water/wastewater treatment plants, including expenditures of approximately $2.8 million in 2017 for the upgrade of a booster station at one of Middlesex’s well fields and approximately $27.0 million of expenditures beginning in 2017 through 2019 for the upgrade of the CJO water treatment plant. IT Systems-Upgrade of our enterprise resource planning system and hardware and software purchases for our other IT systems.   Other-Purchase of transportation equipment, tools, furniture, laboratory equipment, security systems and other general infrastructure needs. The actual amount and timing of capital expenditures is dependent on the need for replacement of existing infrastructure, customer growth, residential new home construction and sales, project scheduling and continued refinement of project scope and costs. To pay for our capital program in 2017, we plan on utilizing: Internally generated funds;   Proceeds from the Investment Plan;  Proceeds from the 2016 and 2017 New Jersey SRF program (approximately $19.0 million depending on construction timing). SRF programs provide low cost financing for projects that meet certain water quality and system improvement benchmarks (see discussion under “Sources of Liquidity-Long-term Debt” below) ; and  Short-term borrowings, as needed, through $60.0 million of available lines of credit with several financial institutions. As of December 31, 2016, there remains $48.0 million of available credit under these lines. 27 MWC_10K_16.indd 31 3/23/17 4:09 PM Sources of Liquidity Short-term Debt. The Company had established lines of credit aggregating $60.0 million throughout 2016. At December 31, 2016, the outstanding borrowings under these credit lines were $12.0 million, at a weighted average interest rate of 1.71%. The weighted average daily amounts of borrowings outstanding under the Company’s credit lines and the weighted average interest rates on those amounts were $7.4 million and $15.3 million at 1.54% and 1.19% for the years ended December 31, 2016 and 2015, respectively. Long-term Debt. Subject to regulatory approval, the Company periodically issues long-term debt to fund its investments in utility plant and other assets. To the extent possible, the Company finances qualifying capital projects under SRF loan programs in New Jersey and Delaware. These government programs provide financing at interest rates that are typically below rates available in the broader financial markets. A portion of the borrowings under the New Jersey SRF is interest-free. Under the New Jersey SRF program, borrowers first enter into a construction loan with the New Jersey Environmental Infrastructure Trust (NJEIT) at a below market interest rate. The current interest rate on construction loan borrowings is zero percent (0%). When construction on the qualifying project is substantially complete, the NJEIT will coordinate the conversion of the construction loan into a long-term securitized loan with a portion of the principal balance having a stated interest rate of zero percent (0%) and a portion of the principal balance at a market interest rate at the time of closing using the credit rating of the State of New Jersey. The current term of the long-term loans offered through the NJEIT is up to thirty years. The current portion of the principal balance having a stated interest rate of zero percent (0%) is 75% with the remaining portion of 25% having a market based interest rate. The NJEIT generally schedules its long-term debt financings in May and November. In January 2017, the NJBPU approved Middlesex’s request to borrow up to $37.0 million under the New Jersey SRF program to fund the construction of a large-diameter transmission pipeline from the CJO water treatment plant and interconnect with our distribution system. Middlesex expects to close on the SRF construction loan in 2017 with proceeds requisitions occurring throughout 2017, 2018 and 2019. In January 2017, the NJBPU approved Middlesex’s request to borrow up to $10.0 million under the New Jersey SRF program to fund the 2017 RENEW Program, which is an ongoing initiative to eliminate all unlined water distribution mains in the Middlesex system. Middlesex expects to close on the SRF construction loan in 2017 with proceeds requisitions occurring throughout 2017. In July 2016, the NJBPU approved Middlesex’s request to borrow up to $4.0 million under the New Jersey SRF program to fund the upgrade of a booster station at one of its well fields. Middlesex expects to close on the SRF construction loan in 2017 with proceeds requisitions occurring through September 2017. In March 2016, the NJBPU approved Middlesex’s request to borrow up to $16.0 million under the New Jersey SRF program to fund the 2016 RENEW Program. Middlesex closed on an $11.8 million zero percent (0%) SRF construction loan on June 28, 2016. Through December 31, 2016, Middlesex has drawn down $7.5 million and expects to draw down the remaining proceeds during the first quarter of 2017. The NJEIT notified the Company that it has scheduled this project to be included in the May 2017 long-term loan financing. In February 2016, Tidewater closed on a $1.2 million General Obligation Note loan with the Delaware SRF program to fund the replacement of the water distribution system in a manufactured home community. Tidewater has drawn $1.1 million on this loan and the project is considered complete. The interest rate on the $1.1 million is 2.0% with a final repayment maturity date of February 1, 2036. In 2015, Tidewater completed the drawdown of a $15.0 million long-term debt transaction. The interest rate on $11.0 million of the loan is 4.45%. $4.0 million of the loan was initially set up as a market-based variable interest rate transaction, but which was switched to a fixed rate of 4.47% in January 2017. The proceeds were used to pay 28 MWC_10K_16.indd 32 3/23/17 4:09 PM down short-term debt and for other general corporate purposes. The final maturity date of all borrowings under this loan agreement is April 2040. Substantially all of the Utility Plant of the Company is subject to the lien of its mortgage, which includes debt service and capital ratio covenants. The Company is in compliance with all of its mortgage covenants and restrictions. Common Stock. The Company periodically issues shares of common stock in connection with the Investment Plan. The Company raised $1.5 million through the issuance of 42,604 shares under the Investment Plan during 2016. In July 2015, the Company registered an additional 700,000 common shares for potential issuance under the Investment Plan with the United States Securities and Exchange Commission, increasing the number of NJBPU-authorized shares to 3.0 million. Contractual Obligations In the course of normal business activities, the Company enters into a variety of contractual obligations and commercial commitments. Some of these result in direct obligations on the Company’s balance sheet while others are commitments, some firm and some based on uncertainties, which are disclosed in the Company’s consolidated financial statements. The table below presents our known contractual obligations for the periods specified as of December 31, 2016. Payment Due by Period (Millions of Dollars) Less than 1 Year 2-3 Years 4-5 Years Total More than 5 Years Long-term Debt Notes Payable Interest on Long-term Debt Purchased Water Contracts Wastewater Operations Total $ 142.5 $ 6.2 12.0 5.6 77.2 5.7 31.1 11.1 5.6 $ 273.9 $ 35.1 $ 13.1 $ 12.8 $ 110.4 12.0 - - - 9.3 51.9 5.1 8.8 5.5 - - $ 40.5 $ 30.9 $ 167.4 10.4 11.5 The table above does not reflect any anticipated cash payments for postretirement benefit plan obligations. The effect on the timing and amount of these payments resulting from potential changes in actuarial assumptions and returns on plan assets cannot be estimated. In 2016, the Company contributed $5.2 million to its postretirement benefit plans and expects to contribute approximately $4.9 million in 2017. In addition, the table above does not reflect the provision against refundable taxes of $2.3 million related to the Company’s adoption of IRS tangible property repair cost regulations due to the uncertainty of future cash flows (see Note 3 of the Notes to Consolidated Financial Statements for further discussion). Critical Accounting Policies and Estimates The application of accounting policies and standards often requires the use of estimates, assumptions and judgments. The Company regularly evaluates these estimates, assumptions and judgments, including those related to the calculation of pension and postretirement benefits, unbilled revenues, and the recoverability of certain assets, including regulatory assets. The Company bases its estimates, assumptions and judgments on historical experience and current operating environment. Changes in any of the variables that are used for the Company’s estimates, assumptions and judgments may lead to significantly different financial statement results. 29 MWC_10K_16.indd 33 3/23/17 4:09 PM Our critical accounting policies are set forth below. Regulatory Accounting We maintain our books and records in accordance with accounting principles generally accepted in the United States of America. Middlesex and certain of its subsidiaries, which account for approximately 89% of Operating Revenues and 99% of Total Assets, are subject to regulation in the states in which they operate. Those companies are required to maintain their accounts in accordance with regulatory authorities’ rules and guidelines, which may differ from other authoritative accounting pronouncements. In those instances, the Company follows the guidance in the Financial Accounting Standards Board Accounting Standards Codification Topic 980 Regulated Operations (Regulatory Accounting). In accordance with Regulatory Accounting, costs and obligations are deferred if it is probable that these items will be recognized for rate-making purposes in future rates. Accordingly, we have recorded costs and obligations, which will be amortized over various future periods. Any change in the assessment of the probability of rate- making treatment will require us to change the accounting treatment of the deferred item. We have no reason to believe any of the deferred items that are recorded will be treated differently by the regulators in the future. Revenues Revenues from metered customers include amounts billed on a cycle basis and unbilled amounts estimated from the last meter reading date to the end of the accounting period. The estimated unbilled amounts are determined by utilizing factors which may include historical consumption usage, current weather patterns and economic conditions. Differences between estimated revenues and actual billings are recorded in a subsequent period. Revenues from unmetered customers are billed at a fixed tariff rate in advance at the beginning of each service period and are recognized in revenue ratably over the service period. Revenues from the Perth Amboy management contract are comprised of fixed and variable fees. Fixed fees, which have been set for the life of the contract, are billed monthly and recorded as earned. Variable fees, which are based on billings and other factors, are recorded upon approval of the amount by Perth Amboy. The variable fees are not a material component of the management contract. Revenues from USA’s operations and maintenance contract for the Avalon water utility, sewer utility and storm water system are fixed for the life of the contract, are billed monthly and recorded as earned. USA also provides services to Avalon in addition to the base services provided under the operation and maintenance contract. These additional services are recorded as earned and billed upon approval of Avalon. Retirement Benefit Plans We maintain a noncontributory defined benefit pension plan (Pension Plan) which covers all currently active employees who were hired prior to April 1, 2007. In addition, the Company maintains an unfunded supplemental plan for its executive officers. The Company has a retirement benefit plan other than pensions (Other Benefits Plan) for substantially all of its retired employees. Employees hired after March 31, 2007 are not eligible to participate in the Other Benefits Plan. Coverage includes healthcare and life insurance. The costs for providing retirement benefits are dependent upon numerous factors, including actual plan experience and assumptions of future experience. Future retirement benefit plan obligations and expense will depend on future investment performance, changes in future discount rates and various other demographic factors related to the population participating in the Company’s retirement benefit plans, all of which can change significantly in future years. 30 MWC_10K_16.indd 34 3/23/17 4:09 PM The allocation by asset category of retirement benefit plan assets at December 31, 2016 and 2015 is as follows: Pension Plan Other Benefits Plan 2015 Target 2016 2015 Target Asset Category Equity Securities Debt Securities Cash Real Estate/Commodities Total 2016 59.7% 59.1% 36.6% 37.8% 1.3% 1.8% 100.0% 100.0% 1.0% 2.7% 55% 38% 2% 5% 54.1% 43.3% 2.6% 0.0% 50.0% 47.4% 2.4% 0.2% 100.0% 100.0% 43% 50% 2% 5% The primary assumptions used for determining future postretirement benefit plans’ obligations and costs are as follows:  Discount Rate - calculated based on market rates for long-term, high-quality corporate bonds specific to the expected duration of our Pension Plan and Other Benefits Plan’s liabilities;  Compensation Increase - based on management projected future employee compensation increases;  Long-Term Rate of Return - determined based on expected returns from our asset allocation for our Pension Plan and Other Benefits Plan assets;  Mortality –The Company utilizes the Society of Actuaries’ mortality table (RP 2014) (Mortality Improvement Scale MP2016 for the 2016 valuation); and  Healthcare Cost Trend Rate - based on management projected future healthcare costs. The discount rate, compensation increase rate and long-term rate of return used to determine future obligations of our postretirement benefit plans as of December 31, 2016 are as follows: Discount Rate Compensation Increase Long-term Rate of Return Pension Plan 4.06% 3.00% 7.50% Other Benefits Plan 4.06% 3.00% 7.50% For the 2016 valuation, costs and obligations for our Other Benefits Plan assumed a 9.0% annual rate of increase in the per capita cost of covered healthcare benefits in 2017 with the annual rate of increase declining 1.0% per year for 2018-2020 and 0.5% per year for 2021-2022, resulting in an annual rate of increase in the per capita cost of covered healthcare benefits of 5% by year 2022. The following is a sensitivity analysis for certain actuarial assumptions used in determining projected benefit obligations (PBO) and expenses for our postretirement benefit plans: Pension Plan Actuarial Assumptions Discount Rate 1% Increase Discount Rate 1% Decrease Estimated Increase/ (Decrease) on PBO (000s) Estimated Increase/ (Decrease) on Expense (000s) $ (10,873) $ (1,074) 13,765 1,306 31 MWC_10K_16.indd 35 3/23/17 4:09 PM Other Benefits Plan Actuarial Assumptions Discount Rate 1% Increase Discount Rate 1% Decrease Healthcare Cost Trend Rate 1% Increase Healthcare Cost Trend Rate 1% Decrease Recent Accounting Standards Estimated Increase/ (Decrease) on PBO (000s) Estimated Increase/ (Decrease) on Expense (000s) $ (7,508) $ (844) 9,756 1,070 8,410 1,440 (6,633) (1,115) See Note 1(r) of the Notes to Consolidated Financial Statements for a discussion of recent accounting pronouncements. ITEM 7A. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK. We are exposed to market risk associated with changes in interest rates and commodity prices. The Company is subject to the risk of fluctuating interest rates in the normal course of business. Our policy is to manage interest rates through the use of fixed rate long-term debt and, to a lesser extent, variable rate long-term and short-term debt. The Company’s interest rate risk related to existing fixed rate, long-term debt is not material due to the term of the majority of our First Mortgage Bonds, which have final maturity dates ranging from 2018 to 2047. Over the next twelve months, approximately $6.2 million of the current portion of existing long-term debt instruments will mature. The Company manages its interest rate risk related to existing variable-rate long-term and short-term debt by limiting our variable rate exposure. Applying a hypothetical change in the rate of interest charged by 10% on those fixed- and variable-rate borrowings would not have a material effect on our earnings. Our risks associated with commodity price increases for chemicals, electricity and other commodities are reduced through contractual arrangements and the ability to recover price increases through rates. Non-performance by these commodity suppliers could have a material adverse impact on our results of operations, financial position and cash flows. We are exposed to credit risk for both our Regulated and Non-Regulated business segments. Our Regulated operations serve residential, commercial, industrial and municipal customers while our Non-Regulated operations engage in business activities with developers, government entities and other customers. Our primary credit risk is exposure to customer default on contractual obligations and the associated loss that may be incurred due to the non-payment of customer accounts receivable balances. Our credit risk is managed through established credit and collection policies which are in compliance with applicable regulatory requirements and involve monitoring of customer exposure and the use of credit risk mitigation measures such as letters of credit or prepayment arrangements. Our credit portfolio is diversified with no significant customer or industry concentrations. In addition, our Regulated businesses are generally able to recover all prudently incurred costs including uncollectible customer accounts receivable expenses and collection costs through rates. The Company's retirement benefit plan assets are exposed to the market price variations of debt and equity securities. Changes to the Company's retirement benefit plan assets’ value can impact the Company's retirement benefit plan expense, funded status and future minimum funding requirements. Our risk is reduced through our ability to recover retirement benefit plan costs through rates. 32 MWC_10K_16.indd 36 3/23/17 4:09 PM ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Stockholders Middlesex Water Company We have audited the accompanying consolidated balance sheets and consolidated statements of capital stock and long-term debt of Middlesex Water Company (the “Company”) as of December 31, 2016 and 2015, and the related consolidated statements of income, common stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2016. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Middlesex Water Company as of December 31, 2016 and 2015, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2016, in conformity with accounting principles generally accepted in the United States of America. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Middlesex Water Company’s internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated March 3, 2017 expressed an unqualified opinion. Philadelphia, Pennsylvania March 3, 2017 /s/ Baker Tilly Virchow Krause, LLP 33 MWC_10K_16.indd 37 3/23/17 4:09 PM  MIDDLESEX WATER COMPANY CONSOLIDATED STATEMENTS OF INCOME (In thousands except per share amounts) Operating Revenues Operating Expenses: Operations and Maintenance Depreciation Other Taxes Total Operating Expenses Operating Income Other Income (Expense): Allowance for Funds Used During Construction Other Income Other Expense Total Other Income (Expense), net Interest Charges Years Ended December 31, 2015 2014 2016 $ 132,906 $ 126,025 $ 117,139 65,534 12,796 13,944 92,274 40,632 619 662 (2,143) (862) 5,293 65,167 12,051 12,967 59,129 11,444 12,174 90,185 82,747 35,840 34,392 380 208 (295) 293 317 281 (1,001) (403) 5,554 5,607 Income before Income Taxes 34,477 30,579 28,382 Income Taxes Net Income 11,735 10,551 9,937 22,742 20,028 18,445 Preferred Stock Dividend Requirements 144 144 151 Earnings Applicable to Common Stock $ 22,598 $ 19,884 $ 18,294 Earnings per share of Common Stock: Basic Diluted Average Number of Common Shares Outstanding : Basic Diluted $ $ 1.39 1.38 $ $ 1.23 1.22 $ $ 1.14 1.13 16,270 16,426 16,175 16,331 16,052 16,226 Cash Dividends Paid per Common Share $ 0.808 $ 0.776 $ 0.763 See Notes to Consolidated Financial Statements. MWC_10K_16.indd 38 3/23/17 4:09 PM 34 34 MIDDLESEX WATER COMPANY CONSOLIDATED BALANCE SHEETS (In thousands) ASSETS UTILITY PLANT: CURRENT ASSETS: DEFERRED CHARGES AND OTHER ASSETS: Water Production Transmission and Distribution General Construction Work in Progress TOTAL Less Accumulated Depreciation UTILITY PLANT - NET Cash and Cash Equivalents Accounts Receivable, net Unbilled Revenues Materials and Supplies (at average cost) Prepayments TOTAL CURRENT ASSETS Preliminary Survey and Investigation Charges Regulatory Assets Operations Contracts, Developer and Other Receivables, net Restricted Cash Non-utility Assets - Net Federal Income Tax Receivable Other TOTAL DEFERRED CHARGES AND OTHER ASSETS TOTAL ASSETS CAPITALIZATION AND LIABILITIES CAPITALIZATION: Common Stock, No Par Value Retained Earnings TOTAL COMMON EQUITY Preferred Stock Long-term Debt TOTAL CAPITALIZATION CURRENT LIABILITIES: Current Portion of Long-term Debt Notes Payable Accounts Payable Accrued Taxes Accrued Interest Unearned Revenues and Advanced Service Fees Other TOTAL CURRENT LIABILITIES COMMITMENTS AND CONTINGENT LIABILITIES (Note 4) DEFERRED CREDITS AND OTHER LIABILITIES: Accumulated Deferred Investment Tax Credits Customer Advances for Construction Accumulated Deferred Income Taxes Employee Benefit Plans Regulatory Liability - Cost of Utility Plant Removal Other TOTAL DEFERRED CREDITS AND OTHER LIABILITIES December 31, 2016 $ 146,914 430,880 63,514 12,196 653,504 135,728 517,776 December 31, 2015 $ 142,794 398,363 61,322 5,734 608,213 126,343 481,870 3,879 10,129 6,590 4,094 2,024 26,716 3,469 10,060 6,246 2,600 2,035 24,410 2,365 60,894 1,139 439 9,131 1,408 293 75,669 620,161 $ 2,199 58,552 2,921 439 9,199 1,408 385 75,103 581,383 $ $ 153,045 65,392 218,437 2,436 134,538 355,411 $ 150,763 55,931 206,694 2,436 132,908 342,038 6,159 12,000 12,343 12,385 1,084 923 2,162 47,056 20,846 753 72,072 36,139 11,337 1,443 142,590 5,739 3,000 6,525 9,126 1,104 880 1,945 28,319 20,461 832 67,702 36,515 10,876 1,597 137,983 CONTRIBUTIONS IN AID OF CONSTRUCTION TOTAL CAPITALIZATION AND LIABILITIES $ 75,104 620,161 $ 73,043 581,383 See Notes to Consolidated Financial Statements. 35 35 MWC_10K_16.indd 39 3/23/17 4:09 PM MIDDLESEX WATER COMPANY CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) CASH FLOWS FROM OPERATING ACTIVITIES Net Income Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: Depreciation and Amortization Provision for Deferred Income Taxes and Investment Tax Credits Equity Portion of Allowance for Funds Used During Construction (AFUDC) Cash Surrender Value of Life Insurance Stock Compensation Expense Adoption of Repairs on Tangible Property Regulations Net Changes in Assets and Liabilities: Accounts Receivable Unbilled Revenues Materials & Supplies Prepayments Accounts Payable Accrued Taxes Accrued Interest Employee Benefit Plans Unearned Revenue & Advanced Service Fees Other Assets and Liabilities NET CASH PROVIDED BY OPERATING ACTIVITIES CASH FLOWS FROM INVESTING ACTIVITIES: Utility Plant Expenditures, Including AFUDC of $196 in 2016, $152 in 2015 and $110 in 2014 Restricted Cash Investment in Joint Venture NET CASH USED IN INVESTING ACTIVITIES CASH FLOWS FROM FINANCING ACTIVITIES: Redemption of Long-term Debt Proceeds from Issuance of Long-term Debt Net Short-term Bank Borrowings Deferred Debt Issuance Expense Common Stock Issuance Expense Restricted Cash Proceeds from Issuance of Common Stock Payment of Common Dividends Payment of Preferred Dividends Construction Advances and Contributions-Net Years Ended December 31, 2015 2014 2016 $ 22,742 $ 20,028 $ 18,445 13,532 3,553 (423) (101) 829 - (69) (344) (1,494) 11 5,818 3,259 (20) (1,601) 43 1,336 47,071 (47,375) - - (47,375) (5,898) 8,585 9,000 (152) - - 1,453 (13,137) (144) 1,007 13,087 15,753 (228) (76) 633 2,680 (48) (309) (347) (46) 171 178 (30) (129) 41 (146) 51,212 (25,773) 1,390 - (24,383) (6,284) 7,000 (16,000) (65) (22) 744 1,462 (12,553) (144) (171) 12,191 3,130 (207) (108) 539 - 1,950 (285) (269) (261) 26 816 (17) (3,243) 2 (138) 32,571 (22,596) (100) 857 (21,839) (5,481) 12,246 (9,450) (141) - - 1,493 (12,231) (151) 822 NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES NET CHANGES IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD CASH AND CASH EQUIVALENTS AT END OF PERIOD 714 410 3,469 3,879 $ (26,033) 796 2,673 3,469 $ (12,893) (2,161) 4,834 2,673 $ SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITY: Utility Plant received as Construction Advances and Contributions Long-term Debt Deobligation SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION: Cash Paid During the Year for: Interest Interest Capitalized Income Taxes See Notes to Consolidated Financial Statements. 36 36 $ $ 1,439 476 $ $ 2,441 466 $ 6,598 $ - $ $ $ 5,430 196 5,729 $ $ $ 5,702 152 1,391 $ $ $ 5,745 110 5,903 MWC_10K_16.indd 40 3/23/17 4:09 PM MIDDLESEX WATER COMPANY CONSOLIDATED STATEMENTS OF CAPITAL STOCK AND LONG-TERM DEBT (In thousands) Common Stock, No Par Value 40,000 Shares Authorized - Shares Outstanding - 2016 - 16,296; 2015 - 16,225 Retained Earnings TOTAL COMMON EQUITY Cumulative Preferred Stock, No Par Value: Shares Authorized - Shares Outstanding - 24 126 Convertible: Shares Outstanding, $7.00 Series - 10 Shares Outstanding, $8.00 Series - 3 Nonredeemable: Shares Outstanding, $7.00 Series - 1 Shares Outstanding, $4.75 Series - 10 TOTAL PREFERRED STOCK Long-term Debt: 8.05%, Amortizing Secured Note, due December 20, 2021 6.25%, Amortizing Secured Note, due May 19, 2028 6.44%, Amortizing Secured Note, due August 25, 2030 6.46%, Amortizing Secured Note, due September 19, 2031 4.22%, State Revolving Trust Note, due December 31, 2022 3.60%, State Revolving Trust Note, due May 1, 2025 3.30% State Revolving Trust Note, due March 1, 2026 3.49%, State Revolving Trust Note, due January 25, 2027 4.03%, State Revolving Trust Note, due December 1, 2026 4.00% to 5.00%, State Revolving Trust Bond, due August 1, 2021 0.00%, State Revolving Fund Bond, due August 1, 2021 3.64%, State Revolving Trust Note, due July 1, 2028 3.64%, State Revolving Trust Note, due January 1, 2028 3.45%, State Revolving Trust Note, due August 1, 2031 6.59%, Amortizing Secured Note, due April 20, 2029 7.05%, Amortizing Secured Note, due January 20, 2030 5.69%, Amortizing Secured Note, due January 20, 2030 4.45%/Variable, Amortizing Secured Note, due April 20, 2040 3.75%, State Revolving Trust Note, due July 1, 2031 2.00%, State Revolving Trust Note, due February 1, 2036 3.75%, State Revolving Trust Note, due November 30, 2030 0.00% Construction Loans First Mortgage Bonds: 0.00%, Series X, due August 1, 2018 4.25% to 4.63%, Series Y, due August 1, 2018 0.00%, Series Z, due August 1, 2019 5.25% to 5.75%, Series AA, due August 1, 2019 0.00%, Series BB, due August 1, 2021 4.00% to 5.00%, Series CC, due August 1, 2021 0.00%, Series EE, due August 1, 2023 3.00% to 5.50%, Series FF, due August 1, 2024 0.00%, Series GG, due August 1, 2026 4.00% to 5.00%, Series HH, due August 1, 2026 0.00%, Series II, due August 1, 2024 3.40% to 5.00%, Series JJ, due August 1, 2027 0.00%, Series KK, due August 1, 2028 5.00% to 5.50%, Series LL, due August 1, 2028 0.00%, Series MM, due August 1, 2030 3.00% to 4.375%, Series NN, due August 1, 2030 0.00%, Series OO, due August 1, 2031 2.00% to 5.00%, Series PP, due August 1, 2031 5.00%, Series QQ, due October 1, 2023 3.80%, Series RR, due October 1, 2038 4.25%, Series SS, due October 1, 2047 0.00%, Series TT, due August 1, 2032 3.00% to 3.25%, Series UU, due August 1, 2032 0.00%, Series VV, due August 1, 2033 3.00% to 5.00%, Series WW, due August 1, 2033 SUBTOTAL LONG-TERM DEBT Add: Premium on Issuance of Long-term Debt Less: Unamortized Debt Expense Less: Current Portion of Long-term Debt TOTAL LONG-TERM DEBT See Notes to Consolidated Financial Statements. 37 December 31, 2016 December 31, 2015 $ 153,045 $ 150,763 65,392 218,437 $ 55,931 206,694 $ 1,007 349 1,007 349 80 1,000 2,436 $ 80 1,000 2,436 $ $ 1,415 4,795 3,827 4,107 329 2,062 431 465 603 213 166 276 91 1,015 4,302 3,271 6,709 14,076 2,191 1,115 1,154 7,470 $ 1,629 5,215 4,107 4,387 376 2,267 469 501 651 254 203 294 97 1,066 4,651 3,521 7,222 14,707 2,303 - 1,216 - 107 122 336 440 603 779 2,713 3,690 903 960 700 824 1,078 1,175 1,337 1,590 2,258 780 9,915 22,500 23,000 2,408 890 2,433 865 142,489 1,495 (3,287) (6,159) 134,538 $ 162 185 446 565 723 895 3,132 3,690 993 1,300 789 1,010 1,167 1,365 1,437 1,675 2,408 815 9,915 22,500 23,000 2,559 935 2,577 900 140,279 1,707 (3,339) (5,739) 132,908 $ MWC_10K_16.indd 41 3/23/17 4:09 PM MIDDLESEX WATER COMPANY CONSOLIDATED STATEMENTS OF COMMON STOCKHOLDERS' EQUITY (In thousands) Common Stock Shares Common Stock Amount Retained Earnings Total Balance at January 1, 2014 15,963 $ 146,185 $ 42,560 $ 188,745 Net Income Dividend Reinvestment & Common Stock Purchase Restricted Stock Award, Net - Employees Stock Award - Board Of Directors Conversion of $7.00 Convertible Preferred Stock Cash Dividends on Common Stock Cash Dividends on Preferred Stock 71 33 5 52 1,493 434 105 451 Balance at December 31, 2014 16,124 $ 148,668 Net Income Dividend Reinvestment & Common Stock Purchase Restricted Stock Award, Net - Employees Stock Award - Board Of Directors Cash Dividends on Common Stock Cash Dividends on Preferred Stock Common Stock Expenses Balance at December 31, 2015 Net Income Dividend Reinvestment & Common Stock Purchase Restricted Stock Award, Net - Employees Stock Award - Board Of Directors Cash Dividends on Common Stock Cash Dividends on Preferred Stock 63 33 5 1,462 528 105 16,225 $ 150,763 43 24 4 1,453 682 147 Balance at December 31, 2016 16,296 $ 153,045 See Notes to Consolidated Financial Statements. 18,445 (12,231) (151) 48,623 $ 20,028 (12,554) (144) (22) 55,931 $ 22,742 (13,137) (144) 65,392 $ 18,445 1,493 434 105 451 (12,231) (151) 197,291 $ 20,028 1,462 528 105 (12,554) (144) (22) 206,694 $ 22,742 1,453 682 147 (13,137) (144) 218,437 $ MWC_10K_16.indd 42 3/23/17 4:57 PM 38 38 MIDDLESEX WATER COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1 – Organization, Summary of Significant Accounting Policies and Recent Developments (a) Organization - Middlesex Water Company (Middlesex) is the parent company and sole shareholder of Tidewater Utilities, Inc. (Tidewater), Tidewater Environmental Services, Inc. (TESI), Pinelands Water Company (Pinelands Water) and Pinelands Wastewater Company (Pinelands Wastewater) (collectively, Pinelands), Utility Service Affiliates, Inc. (USA), Utility Service Affiliates (Perth Amboy) Inc. (USA-PA) and Twin Lakes Utilities, Inc. (Twin Lakes). Southern Shores Water Company, LLC (Southern Shores) and White Marsh Environmental Systems, Inc. (White Marsh) are wholly-owned subsidiaries of Tidewater. Middlesex Water Company has operated as a water utility in New Jersey since 1897, in Delaware, through our wholly-owned subsidiary, Tidewater, since 1992 and in Pennsylvania, through our wholly-owned subsidiary, Twin Lakes, since 2009. We are in the business of collecting, treating, distributing and selling water for domestic, commercial, municipal, industrial and fire protection purposes. We also operate New Jersey municipal water, wastewater and storm water systems under contract and provide unregulated water and wastewater services in New Jersey and Delaware through our subsidiaries. Our rates charged to customers for water and wastewater services, the quality of services we provide and certain other matters are regulated in New Jersey, Delaware and Pennsylvania by the New Jersey Board of Public Utilities (NJBPU), Delaware Public Service Commission (DEPSC) and Pennsylvania Public Utilities Commission (PAPUC), respectively. Our USA, USA-PA and White Marsh subsidiaries are not regulated utilities. (b) Principles of Consolidation – The financial statements for Middlesex and its wholly-owned subsidiaries (the Company) are reported on a consolidated basis. All significant intercompany accounts and transactions have been eliminated. Other financial investments in which the Company holds a 50% or less voting interest and cannot exercise control over the operation and policies of the investments are accounted for under the equity method of accounting. Under the equity method of accounting, the Company records its investment interests in Non-Utility Assets and its percentage share of the earnings or losses of the investees in Other Income (Expense). (c) System of Accounts – Middlesex, Pinelands Water and Pinelands Wastewater maintain their accounts in accordance with the Uniform System of Accounts prescribed by the NJBPU. Tidewater, TESI and Southern Shores maintain their accounts in accordance with DEPSC requirements. Twin Lakes maintains its accounts in accordance with PAPUC requirements. (d) Regulatory Accounting - We maintain our books and records in accordance with accounting principles generally accepted in the United States of America. Middlesex and certain of its subsidiaries, which account for 89% of Operating Revenues and 99% of Total Assets, are subject to regulation in the state in which they operate. Those companies are required to maintain their accounts in accordance with regulatory authorities’ rules and guidelines, which may differ from other authoritative accounting pronouncements. In those instances, the Company follows the guidance provided in Accounting Standards Codification (ASC) 980, Regulated Operations. In accordance with ASC 980, Regulated Operations, costs and obligations are deferred if it is probable that these items will be recognized for rate-making purposes in future rates. Accordingly, we have recorded costs and obligations, which will be amortized over various future periods. Any change in the assessment of the probability of rate-making treatment will require us to change the accounting treatment of the deferred item. We have no reason to believe any of the deferred items that are recorded will be treated differently by the regulators in the future. For additional information, see Note 2 – Rate and Regulatory Matters. (e) Retirement Benefit Plans - We maintain a noncontributory defined benefit pension plan (Pension Plan) which covers all active employees who were hired prior to April 1, 2007. In addition, the Company maintains an unfunded supplemental plan for its executive officers. The Company has a retirement benefit plan other than 39 MWC_10K_16.indd 43 3/23/17 4:09 PM pensions (Other Benefits Plan) for substantially all of its retired employees. Employees hired after March 31, 2007 are not eligible to participate in this plan. Coverage includes healthcare and life insurance. The Company’s costs for providing retirement benefits are dependent upon numerous factors, including actual plan experience and assumptions of future experience. Retirement benefit plan obligations and expense are determined based on investment performance, discount rates and various other demographic factors related to the population participating in the Company’s retirement benefit plans, all of which can change significantly in future years. For more information on the Company’s Retirement Benefit Plans, see Note 7 – Employee Benefit Plans. (f) Utility Plant – Utility Plant is stated at original cost as defined for regulatory purposes. Property accounts are charged with the cost of betterments and major replacements of property. Cost includes direct material, labor and indirect charges for pension benefits and payroll taxes. The cost of labor, materials, supervision and other expenses incurred in making repairs and minor replacements and in maintaining the properties is charged to the appropriate expense accounts. At December 31, 2016, there was no event or change in circumstance that would indicate that the carrying amount of any long-lived asset was not recoverable. (g) Depreciation – Depreciation is computed by each regulated member of the Company utilizing a rate approved by the applicable regulatory authority. The accumulated provision for depreciation is charged with the cost of property retired, less salvage. The following table sets forth the range of depreciation rates for the major utility plant categories used to calculate depreciation for the years ended December 31, 2016, 2015 and 2014. These rates have been approved by the NJBPU, DEPSC or PAPUC: Source of Supply Pumping Water Treatment General Plant Wastewater Collection 1.15% - 3.44% 2.00% - 5.39% 1.65% - 7.09% 2.08% - 17.84% 1.42% - 1.81% Transmission and Distribution (T&D): T&D – Mains 1.10% - 3.13% T&D – Services 2.12% - 3.16% 1.61% - 4.63% T&D – Other Non-regulated fixed assets consist primarily of office buildings, furniture and fixtures, and transportation equipment. These assets are recorded at original cost and depreciation is calculated based on the estimated useful lives, ranging from 3 to 40 years. (h) Preliminary Survey and Investigation (PS&I) Costs – In the design of water and wastewater systems that the Company ultimately intends to construct, own and operate certain expenditures are incurred to advance those project activities. These PS&I costs are recorded as deferred charges on the balance sheet because these costs are expected to be recovered through future rates charged to customers as the underlying projects are placed into service as utility plant. If it is subsequently determined that costs for a project recorded as PS&I are not recoverable through rates charged to our customers, the applicable PS&I costs are recorded as Other Expense on the statement of income at that time. (i) Customers’ Advances for Construction (CAC) – Utility plant and/or cash advances are provided to the Company by customers, real estate developers and builders in order to extend utility service to their properties. These transactions are recorded as CAC. Contractual Refunds of CACs in the form of cash are made by the Company and are based on either additional operating revenues generated from new customers or as new customers are connected to the respective system. After all refunds are made and/or contract terms have expired, any remaining balance is transferred to Contributions in Aid of Construction. Contributions in Aid of Construction (CIAC) – CIAC include direct non-refundable contributions of utility plant and/or cash and the portion of CAC that becomes non-refundable. CAC and CIAC are not depreciated in accordance with regulatory requirements. In addition, these amounts reduce the investment base for purposes of setting rates. 40 MWC_10K_16.indd 44 3/23/17 4:09 PM (j) Allowance for Funds Used During Construction (AFUDC) - Middlesex and its regulated subsidiaries capitalize AFUDC, which represents the cost of financing projects during construction. AFUDC is added to the construction costs of individual projects exceeding specific cost and construction period thresholds established for each company and then depreciated along with the rest of the utility plant’s costs over its estimated useful life. AFUDC is calculated using each company’s weighted cost of debt and equity as approved in their most recent respective regulatory rate order. The AFUDC rates for the years ended December 31, 2016, 2015 and 2014 for Middlesex and Tidewater are as follows: Middlesex Tidewater 2014 2016 2015 6.73% 6.72% 7.03% 7.92% 7.92% 7.91% (k) Accounts Receivable – We record bad debt expense based on historical write-offs combined with an evaluation of current conditions. The allowance for doubtful accounts was $0.9 million and $0.8 million as of December 31, 2016 and 2015, respectively. For the years ended December 31, 2016, 2015 and 2014, bad debt expense was $0.7 million, $0.8 million and $0.7, respectively. For each of the years ended December 31, 2016, 2015 and 2014, write-offs were $0.6 million. Receivables not expected to be received in 2017 are included as non-current assets in Operations Contracts, Developer and Other Receivables, including a loan by Middlesex to Ridgewood Green RME (RGRME). In 2011, Middlesex entered into a joint venture agreement that established the legal entity RGRME for the purpose of owning and operating a renewable energy facility at a municipal wastewater treatment plant in New Jersey. Construction was completed and the facility began operating in 2013. This public-private partnership includes the production of electricity from solar panels and biogas to meet the electric power needs of the municipal wastewater treatment plant. A major element of the project’s profitability is the ability to procure, and process, an adequate supply of high quality feedstock material from outside sources to supplement the production of biogas. Such feedstock is in the form of fats, oils, grease and other materials from various commercial operations. During the fourth quarter of 2016, RGRME determined that significant additional investment would need to be made to optimize the liquid waste disposal and biogas electricity generation process. As of December 31, 2016, Middlesex had an investment of $0.2 million of equity capital (included in “Non-utility Assets – Net”) and a $1.7 million loan to RGRME (included in “Operations Contracts, Developer and Other Receivables, net”). The Company has determined that it is more likely than not that RGRME will be unable to satisfy its remaining debt service obligation to Middlesex and therefore, an allowance for uncollectible notes receivable of $1.7 million has been recorded. Furthermore, Middlesex has recognized a noncash impairment charge of $0.2 million, representing the Middlesex’s equity investment in RGRME. These charges are included in “Other Expense” on the consolidated statement of income. (l) Revenues - Retail customer invoices for regulated utility service are typically comprised of two components; a fixed service charge and a volumetric or consumption charge. Revenues from retail customers, except Tidewater fixed service charges, include amounts billed in arrears on a cycle basis and unbilled amounts estimated from the last meter reading date to the end of the accounting period. The estimated unbilled amounts are determined by utilizing factors which include historical volumetric or consumption usage and current climate and economic conditions. Actual billings may differ from our estimates. Tidewater customers are billed in advance for their fixed service charge and these revenues are recognized as the service is provided to the customer. Southern Shores is an unmetered system. Customers are billed a fixed service charge in advance at the beginning of each month and revenues are recognized as earned. Customers in portions of the TESI system are billed a fixed service charge in arrears. 41 MWC_10K_16.indd 45 3/23/17 4:09 PM Revenues from White Marsh’s base water and wastewater system operating contracts are fixed, billed monthly and are recorded as earned. White Marsh also provides services in addition to the base services provided under its water and wastewater operating contracts, which are billed and recorded as earned. Revenues from the City of Perth Amboy management contract are comprised of fixed and variable fees. Fixed fees, which have been set for the life of the contract, are billed monthly and recorded as earned. Variable fees are recorded upon approval of the amount by the City of Perth Amboy. Revenues from USA’s operations and maintenance contract for the Borough of Avalon, New Jersey (Avalon) water utility, sewer utility and storm water system are fixed for the life of the contract, are billed monthly and recorded as earned. USA also provides services to Avalon in addition to the base services provided under the operation and maintenance contract. These additional services are recorded as earned and billed upon approval of Avalon. (m) Unamortized Debt Expense and Premiums on Long-Term Debt - Unamortized Debt Expense and Premiums on Long-Term Debt, included on the consolidated balance sheet in long-term debt, are amortized over the lives of the related debt issues. (n) Income Taxes - Middlesex files a consolidated federal income tax return for the Company and income taxes are allocated based on the separate return method. Investment tax credits have been deferred and are amortized over the estimated useful life of the related property. For more information on income taxes, see Note 3 – Income Taxes. (o) Statements of Cash Flows - For purposes of reporting cash flows, the Company considers all highly liquid investments with original maturity dates of three months or less to be cash equivalents. Cash and cash equivalents represent bank balances and money market funds with investments maturing in less than 90 days. (p) Restricted Cash – Restricted cash includes cash proceeds from loan transactions entered into through state financing programs and are held in trusts for debt service. (q) Use of Estimates - Conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts in the financial statements. Actual results could differ from those estimates. (r) Recent Accounting Pronouncements Consolidation - In February 2015, the Financial Accounting Standards Board (FASB) issued guidance that amends the consolidation analysis for variable interest entities (“VIEs”) as well as voting interest entities. The amendments under the new guidance modify the evaluation of whether limited partnerships and similar legal entities are VIEs or voting interest entities and eliminate the presumption that a general partner should consolidate a limited partnership. This guidance was effective January 1, 2016. The adoption of this guidance did not have a material impact on the Company’s financial statements. Debt Issuance Costs - In April 2015, the FASB issued an update to authoritative guidance related to the presentation of debt issuance costs on the balance sheet, requiring companies to present debt issuance costs as a direct deduction from the carrying value of debt. The guidance was effective January 1, 2016. As a result of adopting this guidance, the December 31, 2015 balance sheet was revised, which resulted in decreases of $3.3 million to deferred charges and other assets and long-term debt, respectively. The adoption of this guidance had no impact on the Company’s statements of income or cash flows. Deferred Income Taxes – In November 2015, the FASB issued guidance on the classification of deferred tax assets and deferred tax liabilities, requiring entities to present them as noncurrent on the balance sheet. This guidance was effective January 1, 2016 and did not have a material impact on the Company’s balance sheet. 42 MWC_10K_16.indd 46 3/23/17 4:09 PM Inventory - In July 2015, the FASB issued guidance on simplifying the measurement of inventory. The new guidance replaces the current lower of cost or market test with a lower of cost or net realizable value test when cost is determined on a first-in, first-out or average cost basis. The guidance is effective January 1, 2017 with early adoption permitted. The adoption of this guidance is not expected to have a material impact on the Company’s financial statements. Accounting for Share-Based Payments - In March 2016, the FASB issued guidance which simplifies several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. The guidance is effective January 1, 2017. The adoption of this guidance is not expected to have a material impact on the Company’s financial statements. Revenue Recognition - In May 2014, the FASB issued an update to authoritative guidance related to revenue from contracts with customers. The update replaces most of the existing guidance with a single set of principles for recognizing revenue from contracts with customers. Additionally, the accounting for CIAC may be impacted if these contributions are determined to be revenue from contracts with customers. The FASB has deferred the effective date of these new revenue recognition standards by one year to January 1, 2018. The Company is currently analyzing the impact this standard will have on our financial statements and has begun creating an inventory of its contracts with customers, which consist primarily of regulated municipal water sale contracts and non-regulated operation and maintenance contracts for water and wastewater systems. Based on the Company’s initial interpretation of the guidance, this update is not expected to have an impact on the Company’s regulated municipal water sale contracts. The impact on the Company’s non-regulated operation and maintenance contracts, if any, is not expected to be material. The Company’s non-regulated segment contributed approximately 11% and 2% of total revenues and net income, respectively, for the year ended December 31, 2016. These assessments are preliminary and subject to change pending the Company’s completion of its review of the guidance and its impact on the Company’s contracts with customers, including the determination of whether or not CIAC is considered revenue from contracts with customers. Recognition and Measurement of Financial Assets and Financial Liabilities - In January 2016, the FASB issued guidance which (i) requires all investments in equity securities, including other ownership interests such as partnerships, unincorporated joint ventures and limited liability companies, to be carried at fair value through net income, (ii) requires an incremental recognition and disclosure requirement related to the presentation of fair value changes of financial liabilities for which the fair value option has been elected, (iii) amends several disclosure requirements, including the methods and significant assumptions used to estimate fair value or a description of the changes in the methods and assumptions used to estimate fair value, and (iv) requires disclosure of the fair value of financial assets and liabilities measured at amortized cost at the amount that would be received to sell the asset or paid to transfer the liability. The guidance is effective for fiscal years beginning after December 15, 2017 with early adoption permitted. The guidance is required to be applied retrospectively with a cumulative effect adjustment to retained earnings for initial application of the guidance at the date of adoption (modified retrospective method). The Company is currently analyzing the impact this standard will have on our financial statements. Leases - In February 2016, the FASB issued an update to authoritative guidance related to leases which will require lessees to recognize a lease liability (a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis) a right-of-use asset (an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term). The guidance is effective for fiscal years beginning after December 15, 2018 with early adoption permitted. The Company is currently assessing the impact of this standard on its consolidated financial statements and footnote disclosures, but does not expect that the adoption of this guidance to have a material impact on the Company’s financial statements. Statement of Cash Flows - In August 2016, the FASB issued guidance which amends the previous guidance on the classification of certain cash receipts and payments in the statement of cash flows. The primary purpose of 43 MWC_10K_16.indd 47 3/23/17 4:09 PM this guidance is to reduce the diversity in practice that has resulted from the lack of consistent principles on this topic. The guidance is effective January 1, 2018 with early adoption permitted. The adoption of this guidance is not expected to have a material impact on the Company’s financial statements. Restricted Cash - In November 2016, the FASB issued an update to authoritative guidance related to the classification and presentation of restricted cash in the statement of cash flows, which requires entities to a) include restricted cash balances in its cash and cash-equivalent balances in the statement of cash flows and b) include a reconciliation of cash and cash-equivalents per the statement of financial position as compared to the statement of cash flows. Changes in restricted cash and restricted cash equivalents that result from transfers between cash, cash equivalents, and restricted cash and restricted cash equivalents will not be presented as cash flow activities in the statement of cash flows. In addition, an entity with a material balance of amounts described as restricted cash and restricted cash equivalents must disclose information about the nature of the restrictions. The guidance is effective January 1, 2018 with early adoption permitted. The adoption of this guidance is not expected to have a material impact on the Company’s financial statements. There are no other new adopted or proposed accounting guidance that the Company is aware of that could have a material impact on the Company’s financial statements. Note 2 - Rate and Regulatory Matters Rate Matters Middlesex - In August 2015, Middlesex’s Petition to the NJBPU seeking permission to increase base water rates was concluded, based on a negotiated settlement, resulting in an increase in annual operating revenues of $5.0 million. The new base water rates were needed to recover increased costs and lost customer revenues, as well as a return on invested capital in rate base of $219.0 million, based on a return on equity of 9.75%. The rate increase became effective on August 29, 2015. In June 2014, Middlesex’s Petition to the NJBPU seeking permission to increase base water rates was concluded, based on a negotiated settlement, resulting in an increase in annual operating revenues of $4.2 million. The new base water rates were designed to recover increased costs and lost customer revenues, as well as a return on invested capital in rate base of $208.6 million, based on a return on equity of 9.75%. The rate increase became effective on July 20, 2014. On November 1, 2016, Middlesex implemented an NJBPU-approved purchased water adjustment clause sufficient to recover additional costs of less than $0.1 million for the purchase of treated water from a non- affiliated regulated water utility. Tidewater - In August 2014, Tidewater’s Application to the DEPSC seeking permission to increase base water rates was concluded, based on a negotiated settlement, resulting in an increase in annual operating revenues of $0.8 million. The new base water rates were designed to recover increased costs and a return on invested capital in rate base of $208.6 million, based on a return on equity of 9.75%. The rate increase became effective on August 19, 2014. Effective January 1, 2017, Tidewater increased its DEPSC-approved Distribution System Improvement Charge (DSIC) rate, which is expected to generate revenues of approximately $0.3 million annually. A DSIC is a rate- mechanism that allows water utilities to recover investments in, and generate a return on, qualifying capital improvements made between base rate proceedings. In April 2014, the DEPSC approved Tidewater’s 50-year agreement with the United States Department of Defense for the privatization of the water system of Dover Air Force Base (DAFB) in Dover, Delaware. On October 1, 2014, Tidewater assumed ownership of the DAFB water utility assets and began providing regulated water service to DAFB under Tidewater’s DEPSC approved tariff rates. 44 MWC_10K_16.indd 48 3/23/17 4:09 PM TESI - In October 2014, TESI implemented a DEPSC-approved 33.5% base wastewater rate increase for residential customers in the Plantations development in Delaware (approximately $0.1 million annually). Pinelands - In April 2016, the NJBPU approved $0.2 million and $0.1 million of increases, respectively, in Pinelands Water and Pinelands Wastewater’s annual base rates, effective May 7, 2016. In October 2015, the companies had filed petitions with the NJBPU seeking permission to increase base rates by approximately $0.5 million per year. The rate filings were necessitated by capital infrastructure investments the companies have made, or have committed to make, increased operations and maintenance costs and lower non-fixed fee revenues. The Pinelands Water base water rate increase will be phased-in over two years. Southern Shores - Under the terms of a multi-year DEPSC-approved agreement expiring in 2020, customer rates will increase on January 1st of each year to generate additional annual revenue of $0.1 million with each increase. Twin Lakes - In June 2016, the Pennsylvania Public Utilities Commission approved a $0.1 million increase in Twin Lakes’ base water rates, effective June 15, 2016. In November 2015, Twin Lakes had filed a petition seeking permission to increase its base water rates by approximately $0.2 million per year. This request was necessitated by capital infrastructure investments Twin Lakes has made, or committed to make, and increased operations and maintenance costs. The rate increase will be phased in over two years. Regulatory Matters We have recorded certain costs as regulatory assets because we expect full recovery of, or are currently recovering, these costs in the rates we charge customers. These deferred costs have been excluded from rate base and, therefore, we are not earning a return on the unamortized balances. These items are detailed as follows: Regulatory Assets Retirement Benefits Income Taxes Rate Cases, Tank Painting, and Other Total (Thousands of Dollars) December 31, 2016 2015 $39,378 $40,603 15,541 15,899 4,392 3,633 $58,552 $60,894 Remaining Recovery Periods Various Various 2-10 years Retirement benefits include pension and other retirement benefits that have been recorded on the Consolidated Balance Sheet in accordance with the guidance provided in ASC 715, Compensation – Retirement Benefits. These amounts represent obligations in excess of current funding, which the Company believes will be fully recovered in rates set by the regulatory authorities. The recovery period for income taxes is dependent upon when the temporary differences between the tax and book treatment of various items reverse. The Company uses composite depreciation rates for its regulated utility assets, which is currently an acceptable method under generally accepted accounting principles and is widely used in the utility industry. Historically, under the composite depreciation method, the anticipated costs of removing assets upon retirement are provided for over the life of those assets as a component of depreciation expense. The Company recovers certain asset retirement costs through rates charged to customers as an approved component of depreciation expense. As of December 31, 2016 and 2015, the Company has approximately $11.3 million and $10.9 million, respectively, of expected costs of removal recovered currently in rates in excess of actual costs incurred as regulatory liabilities. The Company is recovering through customer rates acquisition premiums totaling $0.5 million over the remaining lives of the underlying Utility Plant. These deferred costs have been included in rate base as utility plant and a return is being earned on the unamortized balances during the recovery periods. 45 MWC_10K_16.indd 49 3/23/17 4:09 PM Note 3 – Income Taxes Income tax expense differs from the amount computed by applying the statutory rate on book income subject to tax for the following reasons: Income Tax at Statutory Rate Tax Effect of: Utility Plant Related State Income Taxes – Net Employee Benefits Other Total Income Tax Expense (Thousands of Dollars) Years Ended December 31, 2014 2015 2016 $9,786 $10,703 $12,007 (1,059) 770 (5) 22 $11,735 (920) 745 7 16 $10,551 (572) 711 (6) 18 $9,937 Income tax expense is comprised of the following: (Thousands of Dollars) Years Ended December 31, 2014 2015 2016 Current: Federal State Deferred: Federal State Investment Tax Credits Total Income Tax Expense $7,305 $(15,203) 1,153 877 3,325 307 (79) $11,735 24,686 (6) (79) $10,551 $5,920 887 3,018 191 (79) $9,937 Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial purposes and the amounts used for income tax purposes. The components of the net deferred tax liability are as follows: Utility Plant Related Customer Advances Employee Benefits Investment Tax Credits (ITC) Net Operating Loss Carryforwards Other Total Deferred Tax Liability and ITC (Thousands of Dollars) December 31, 2016 $69,019 (3,430) 6,904 753 - (421) $72,825 2015 $63,281 (3,510) 5,796 832 2,311 (176) $68,534 As part of its 2014 Federal income tax return, the Company adopted the final IRS regulations pertaining to the tax deductibility of costs that qualify as repairs on tangible property. The adoption resulted in a net reduction of $17.6 million in taxes previously remitted to the IRS, for which the Company has already sought and received refunds pertaining to tax years 2012 through 2014 in accordance with IRS regulations. Subsequently, the Company’s 2014 federal income tax return was selected for examination by the IRS. Concurrently with the IRS examination, the Company agreed to extend the statutory review period for its 2012 tax year. It is unknown at this time whether the results of this examination will result in any changes to the filed 2014 tax return. While the 46 MWC_10K_16.indd 50 3/23/17 4:09 PM Company believes that its treatment of qualifying tangible property repair costs is proper, its deductibility could be challenged as part of the current examination by the IRS. Therefore, the Company has recorded a provision against refundable taxes of $2.3 million. It is probable that any net tax benefits that resulted from adopting the regulations will be considered in determining the revenue requirement used to set base rates for the Company in a future regulatory proceeding. Consequently, adoption of the new regulations did not and will not have a significant impact on the Company’s financial statements or effective tax rate. The statutory review periods for income tax returns for the years prior to 2012 have been closed. In the event that there are interest and penalties associated with income tax adjustments in the current examination and future examinations, these amounts will be reported under interest expense and other expense, respectively. Other than the effects of the provision against refundable taxes discussed above, there are no unrecognized tax benefits resulting from prior period tax positions. Note 4 - Commitments and Contingent Liabilities Water Supply - Middlesex has an agreement with the New Jersey Water Supply Authority (NJWSA) for the purchase of untreated water through November 30, 2023, which provides for an average purchase of 27.0 million gallons a day (mgd). Pricing is set annually by the NJWSA through a public rate making process. The agreement has provisions for additional pricing in the event Middlesex overdrafts or exceeds certain monthly and annual thresholds. Middlesex also has an agreement with a non-affiliated regulated water utility for the purchase of treated water. This agreement, which expires February 27, 2021, provides for the minimum purchase of 3.0 mgd of treated water with provisions for additional purchases. Tidewater contracts with the City of Dover, Delaware to purchase treated water of 15.0 million gallons annually. Purchased water costs are shown below: Purchased Water Untreated Treated Total Costs (Millions of Dollars) Years Ended December 31, 2016 $2.6 3.2 $5.8 2015 $2.5 3.1 $5.6 2014 $2.4 3.1 $5.5 Contract Operations - USA-PA operates the City of Perth Amboy, New Jersey’s (Perth Amboy) water and wastewater collection systems under a 20-year agreement, which expires in 2018. In connection with the agreement with Perth Amboy, USA-PA entered into a 20-year subcontract with a wastewater operating company for the operation and maintenance of the Perth Amboy wastewater collection system. The subcontract provides for the sharing of certain fixed and variable fees and operating expenses and its term is concurrent with USA- PA’s contract with Perth Amboy. Guarantees - As part of an agreement with the County of Monmouth, New Jersey (County), Middlesex serves as guarantor of the performance of Applied Water Management, Inc. (AWM), an unaffiliated wastewater treatment contractor, to operate a County-owned leachate pretreatment facility at the Monmouth County Reclamation Center in Tinton Falls, New Jersey. The performance guaranty is effective through 2028 unless another guarantor, acceptable to the County, replaces Middlesex before such date. Under agreements with AWM and Natural Systems Utilities, LLC (NSU), the parent company of AWM, Middlesex earns a fee for providing the performance guaranty. In addition, Middlesex may provide operational support to the facility, as needed, and AWM and NSU, serving as guarantor to Middlesex with respect to the performance of AWM, agree to indemnify Middlesex against any claims that may arise under the Middlesex guaranty to the County. 47 MWC_10K_16.indd 51 3/23/17 4:09 PM If requested to perform under the guaranty to the County and, if AWM and NSU, as guarantor to Middlesex, do not fulfill their obligations to indemnify Middlesex against any claims that may arise under the Middlesex guaranty to the County, Middlesex would be required to fulfill the remaining operational commitment of AWM. As of December 31, 2016 and December 31, 2015, the liability recognized in Other Non-Current Liabilities on the balance sheet for the guaranty is approximately $0.1 million and $0.2 million, respectively. Construction –The Company has projected to spend up to $60.2 million in 2017, $88.9 million in 2018 and $73.8 million in 2019 on its construction program. The actual amount and timing of capital expenditures is dependent on the need for replacement of existing infrastructure, customer growth, residential new home construction and sales, project scheduling and continued refinement of project scope and costs. There is no assurance that projected customer growth and residential new home construction and sales will occur. Litigation – The Company is a defendant in lawsuits in the normal course of business. We believe the resolution of pending claims and legal proceedings will not have a material adverse effect on the Company’s consolidated financial statements. Change in Control Agreements – The Company has Change in Control Agreements with certain of its officers that provide compensation and benefits in the event of termination of employment in connection with a change in control of the Company. Note 5 – Short-term Borrowings Information regarding the Company’s short-term borrowings for the years ended December 31, 2016 and 2015 is summarized below: Established Lines at Year-End Maximum Amount Outstanding Average Outstanding Notes Payable at Year-End Weighted Average Interest Rate Weighted Average Interest Rate at Year-End (Millions of Dollars) 2016 $60.0 13.1 7.4 12.0 1.54% 2015 $60.0 19.0 15.3 3.0 1.19% 1.71% 1.41% The maturity dates for the Notes Payable as of December 31, 2016 are in January 2017 and are extendable at the discretion of the Company. Interest rates for short-term borrowings are below the prime rate with no requirement for compensating balances. Note 6 - Capitalization All the transactions discussed below related to the issuance of securities were approved by either the NJBPU or DEPSC, except where otherwise noted. Common Stock The Company periodically issues shares of its common stock in connection with its Middlesex Water Company Investment Plan (the Investment Plan), a direct share purchase and sale and dividend reinvestment plan for Middlesex common stock. In July 2015, the Company registered an additional 700,000 common shares for potential issuance under the Investment Plan with the United States Securities and Exchange Commission, increasing the number of NJBPU-authorized shares to 3.0 million. The cumulative number of shares issued under the Investment Plan at December 31, 2016 is 2.3 million. For the years ended December 31, 2016, 2015 and 2014, the Company raised approximately $1.5 million, respectively, through the issuance of shares under the Investment Plan. 48 MWC_10K_16.indd 52 3/23/17 4:09 PM The Company issues shares under a restricted stock plan for certain management employees, which is described in Note 7 – Employee Benefit Plans. The Company maintains a stock plan for its outside directors (the Outside Director Stock Compensation Plan). For the years ended December 31, 2016, 2015 and 2014, 3,976, 4,795 and 5,082 shares, respectively, of Middlesex common stock were granted and issued to the Company’s outside directors under the Outside Director Stock Compensation Plan and 68,144 shares remain available for future awards. The maximum number of shares authorized for grant under the Outside Director Stock Compensation Plan is 100,000. In the event dividends on the preferred stock are in arrears, no dividends may be declared or paid on the common stock of the Company. Preferred Stock At December 31, 2016 and 2015, there were 0.1 million shares of preferred stock authorized and less than 0.1 million shares of preferred stock outstanding. There were no preferred stock dividends in arrears. The Company may not pay any dividends on its common stock unless full cumulative dividends to the preceding dividend date for all outstanding shares of preferred stock have been paid or set aside for payment. If four or more quarterly dividends are in arrears, the preferred shareholders, as a class, are entitled to elect two members to the Board of Directors in addition to Directors elected by holders of the common stock. In addition, if Middlesex were to liquidate, holders of preferred stock would be paid back the stated value of their preferred shares before any distributions could be made to common stockholders. The conversion feature of the no par $7.00 Series Cumulative and Convertible Preferred Stock allows the security holders to exchange one convertible preferred share for twelve shares of the Company's common stock. In addition, the Company may redeem up to 10% of the outstanding convertible stock in any calendar year at a price equal to the fair value of twelve shares of the Company's common stock for each share of convertible stock redeemed. In 2014, 4,293 shares (approximately $0.5 million) of the Company’s no par $7.00 Series Cumulative and Convertible Preferred Stock were converted into 51,516 shares of common stock. The conversion feature of the no par $8.00 Series Cumulative and Convertible Preferred Stock allows the security holders to exchange one convertible preferred share for 13.714 shares of the Company's common stock. The preferred shares are convertible into common stock at the election of the security holder or Middlesex. Long-term Debt Subject to regulatory approval, the Company periodically issues long-term debt to fund its investments in utility plant and other assets. To the extent possible, the Company finances qualifying capital projects under State Revolving Fund (SRF) loan programs in New Jersey and Delaware. These government programs provide financing at interest rates that are typically below rates available in the broader financial markets. A portion of the borrowings under the New Jersey SRF is interest-free. Under the New Jersey SRF program, borrowers first enter into a construction loan with the New Jersey Environmental Infrastructure Trust (NJEIT) at a below market interest rate. The current interest rate on construction loan borrowings is zero percent (0%). When construction on the qualifying project is substantially complete, the NJEIT will coordinate the conversion of the construction loan into a long-term securitized loan with a portion of the principal balance having a stated interest rate of zero percent (0%) and a portion of the principal balance at a market interest rate at the time of closing using the credit rating of the State of New Jersey. The current term of the long-term loans offered through the NJEIT is up to thirty years. The current portion of the principal balance having a stated interest rate of zero percent (0%) is 75% with the remaining portion of 25% having a market based interest rate. The NJEIT generally schedules its long- term debt financings in May and November. 49 MWC_10K_16.indd 53 3/23/17 4:09 PM In March 2016, the NJBPU approved Middlesex’s request to borrow up to $16.0 million under the New Jersey SRF program to fund the 2016 RENEW Program, which is an ongoing initiative to eliminate all unlined water distribution mains in the Middlesex system. Middlesex closed on an $11.8 million zero percent (0%) SRF construction loan on June 28, 2016. Through December 31, 2016, Middlesex has drawn down $7.5 million and expects to draw down the remaining proceeds during the first quarter of 2017. The NJEIT notified the Company that it has scheduled this project to be included in the May 2017 long-term loan financing. In February 2016, Tidewater closed on a $1.2 million General Obligation Note loan with the Delaware SRF program to fund the replacement of the water distribution system in a manufactured home community. Tidewater has drawn $1.1 million on this loan and the project is considered complete. The interest rate on the $1.1 million is 2.0% with a final repayment maturity date of February 1, 2036. In 2015, Tidewater completed the drawdown of a $15.0 million long-term debt transaction. The interest rate on $11.0 million of the loan is 4.45%. $4.0 million of the loan was initially set up as a market-based variable interest rate transaction, but which was switched to a fixed rate of 4.47% in January 2017. The proceeds were used to pay down short-term debt and for other general corporate purposes. The final maturity date of all borrowings under this loan agreement is April 2040. Bond Series QQ, RR and SS are term bonds with single maturity dates subsequent to 2020. Principal repayments for all series of the Company’s long-term debt except for Bond Series X, Y, Z and AA extend beyond 2020. The aggregate annual principal repayment obligations for all long-term debt over the next five years are shown below: Year 2017 2018 2019 2020 2021 (Millions of Dollars) Annual Maturities $ 6.2 $ 6.6 $ 6.6 $ 6.4 $ 6.4 The weighted average interest rate on all long-term debt at December 31, 2016 and 2015 was 3.88% and 3.87%, respectively. Except for the Amortizing Secured Notes ($42.5 million), all of the Company’s outstanding long- term debt has been issued through the New Jersey Economic Development Authority ($55.4 million), the NJEIT program ($34.8 million) and the Delaware SRF program ($9.7 million). In both 2016 and 2015, the NJEIT de-obligated principal payments of $0.5 million on several series of SRF long- term debt. Substantially all of the Utility Plant of the Company is subject to the lien of its mortgage, which includes debt service and capital ratio covenants. The Company is in compliance with all of its mortgage covenants and restrictions. Earnings Per Share The following table presents the calculation of basic and diluted earnings per share (EPS) for the three years ended December 31, 2016. Basic EPS is computed on the basis of the weighted average number of shares outstanding. Diluted EPS assumes the conversion of both the Convertible Preferred Stock $7.00 Series and $8.00 Series. 50 MWC_10K_16.indd 54 3/23/17 4:09 PM (In Thousands, Except Per Share Amounts) 2015 2014 2016 Basic: Net Income Preferred Dividend Earnings Applicable to Common Stock Basic EPS Diluted: Earnings Applicable to Common Stock $7.00 Series Dividend $8.00 Series Dividend Adjusted Earnings Applicable to Common Stock Diluted EPS Income Shares $22,742 16,270 (144) $22,598 16,270 $1.39 Income Shares $20,028 16,175 (144) $19,884 $1.23 16,175 Income Shares $18,445 16,052 (151) $18,294 16,052 $1.14 $22,598 16,270 115 41 67 24 $19,884 67 24 16,175 115 41 $18,294 16,052 133 41 74 24 $22,689 16,426 $19,975 16,331 $18,392 16,226 $1.38 $1.22 $1.13 Fair Value of Financial Instruments The following methods and assumptions were used by the Company in estimating its fair value disclosure for financial instruments for which it is practicable to estimate that value. The carrying amounts reflected in the consolidated balance sheets for cash and cash equivalents, accounts receivable, accounts payable and notes payable approximate their respective fair values due to the short-term maturities of these instruments. The fair value of First Mortgage and State Revolving Fund Bonds (collectively, the Bonds) issued by Middlesex is based on quoted market prices for similar issues. Under the fair value hierarchy, the fair value of cash and cash equivalents is classified as a Level 1 measurement and the fair value of notes payable and the Bonds in the table below are classified as Level 2 measurements. The carrying amount and fair value of the Bonds were as follows: (Thousands of Dollars) At December 31, 2016 Carrying Amount $82,786 Fair Value $84,821 2015 Carrying Amount $85,600 Fair Value $88,431 Bonds For other long-term debt issuances for which there is no quoted market price and there is not an active trading market, it was not practicable to estimate their fair value. For details, including carrying value, interest rate and due date on these series of long-term debt, please refer to those series of long-term debt described as “Amortizing Secured Note”, “State Revolving Trust Note” and “Construction Loans” on the Condensed Consolidated Statements of Capital Stock and Long-Term Debt). The carrying amount of these instruments was $59.7 million and $54.7 million at December 31, 2016 and December 31, 2015, respectively. Customer advances for construction have carrying amounts of $20.8 million and $20.5 million at December 31, 2016 and December 31, 2015, respectively. Their relative fair values cannot be accurately estimated since future refund payments depend on several variables, including new customer connections, customer consumption levels and future rate increases. Note 7 - Employee Benefit Plans Pension Benefits The Company’s Pension Plan covers all active employees hired prior to April 1, 2007. Employees hired after March 31, 2007 are not eligible to participate in this plan, but can participate in a defined contribution profit sharing plan that provides an annual contribution at the discretion of the Company, based upon a percentage of the participants’ annual paid compensation. In order to be eligible for contribution, the eligible employee must be 51 MWC_10K_16.indd 55 3/23/17 4:09 PM employed by the Company on December 31st of the year to which the contribution relates. The Company maintains an unfunded supplemental plan for its executive officers. The Accumulated Benefit Obligation for the Company’s Pension Plan at December 31, 2016 and 2015 was $66.8 million and $62.3 million, respectively. Other Benefits The Company’s Other Benefits Plan covers substantially all of its current retired employees. Employees hired after March 31, 2007 are not eligible to participate in this plan. Coverage includes healthcare and life insurance. Accrued retirement benefit costs are recorded each year. Regulatory Treatment of Over/Underfunded Retirement Obligations Because the Company is subject to regulation in the states in which it operates, it is required to maintain its accounts in accordance with the regulatory authority’s rules and guidelines, which may differ from other authoritative accounting pronouncements. In those instances, the Company follows the guidance of ASC 980, Regulated Operations. Based on prior regulatory practice, and in accordance with the guidance in ASC 980, Regulated Operations, the Company records underfunded Pension Plan and Other Benefits Plan obligation costs, which otherwise would be recognized in Other Comprehensive Income under ASC 715, Compensation – Retirement Benefits, as a Regulatory Asset, and expects to recover those costs in rates charged to customers. The Company uses a December 31 measurement date for all of its employee benefit plans. The tables below set forth information relating to the Company’s Pension Plan and Other Benefits Plan for 2016 and 2015. (Thousands of Dollars) Pension Plan Other Benefits Plan December 31, 2016 2015 2016 2015 Change in Projected Benefit Obligation: Beginning Balance Service Cost Interest Cost Actuarial (Gain) Loss Benefits Paid Ending Balance $ 72,542 $ 75,043 $ 46,249 $ 49,578 2,308 2,558 1,099 1,373 3,046 2,894 1,952 1,921 2,810 (5,915) 141 (6,062) (2,105) (2,038) (553) (561) $ 78,601 $ 72,542 $ 48,888 $ 46,249 (Thousands of Dollars) Pension Plan Other Benefits Plan December 31, 2016 2015 2016 2015 Change in Fair Value of Plan Assets: Beginning Balance Actual Return on Plan Assets Employer Contributions Benefits Paid Ending Balance $ 52,931 $ 51,623 $ 29,018 $ 27,535 4,909 11 1,591 350 3,635 3,335 1,551 1,694 (2,105) (2,038) (553) (561) $ 59,370 $ 52,931 $ 31,607 $ 29,018 Funded Status $ (19,231) $ (19,611) $ (17,281) $ (17,231) 52 MWC_10K_16.indd 56 3/23/17 4:09 PM (Thousands of Dollars) Pension Plan Other Benefits Plan December 31, 2016 2015 2016 2015 Amounts Recognized in the Consolidated Balance Sheets consist of : Current Liability Noncurrent Liability Net Liability Recognized - 373 327 18,858 19,284 17,281 17,231 $ 19,231 $ 19,611 $ 17,281 $ 17,231 - (Thousands of Dollars) Pension Plan Other Benefits Plan Years Ended December 31, 2016 2015 2014 2016 2015 2014 Components of Net Periodic Benefit Cost Service Cost Interest Cost Expected Return on Plan Assets Amortization of Net Actuarial Loss Amortization of Prior Service Cost/(Credit) Net Periodic Benefit Cost $ 2,308 $ 2,558 $ 1,894 $ 1,099 $ 1,373 $ 1,032 3,046 2,894 2,682 1,952 1,921 1,792 (4,014) (3,919) (3,534) (2,213) (2,107) (1,937) 1,426 1,645 416 1,773 2,261 1,413 - - 2 (1,728) (1,728) (1,728) $ 2,766 $ 3,178 $ 1,460 $ 883 $ 1,720 $ 572 Amounts that are expected to be amortized from Regulatory Assets into Net Periodic Benefit Cost in 2017 are as follows: (Thousands of Dollars) Pension Plan $1,566 - Other Benefits Plan $1,781 (1,728) Actuarial Loss Prior Service Credit The discount rate and compensation increase rate for determining our postretirement benefit plans’ benefit obligations and costs as of December 31, 2016, 2015 and 2014, respectively, are as follows: Pension Plan 2015 2014 2016 Other Benefits Plan 2015 2016 2014 Weighted Average Assumptions: Expected Return on Plan Assets Discount Rate for: Benefit Obligation Benefit Cost Compensation Increase for: Benefit Obligation Benefit Cost 7.50% 7.50% 7.50% 7.50% 7.50% 7.50% 4.06% 4.26% 3.00% 3.00% 4.26% 3.91% 3.00% 3.00% 3.91% 4.87% 3.00% 3.00% 4.06% 4.26% 3.00% 3.00% 4.26% 3.91% 3.00% 3.00% 3.91% 4.87% 3.00% 3.00% 53 MWC_10K_16.indd 57 3/23/17 4:09 PM The compensation increase assumption for the Other Benefits Plan is attributable to life insurance provided to qualifying employees upon their retirement. The insurance coverage will be determined based on the employee’s base compensation as of their retirement date. The Company utilizes the Society of Actuaries’ mortality table (RP 2014) (Mortality Improvement Scale MP2016 for the 2016 valuation). For the 2016 valuation, costs and obligations for our Other Benefits Plan assumed a 9.0% annual rate of increase in the per capita cost of covered healthcare benefits in 2017 with the annual rate of increase declining 1.0% per year for 2018-2020 and 0.5% per year for 2021-2022, resulting in an annual rate of increase in the per capita cost of covered healthcare benefits of 5% by year 2022. A one-percentage point change in assumed healthcare cost trend rates would have the following effects on the Other Benefits Plan: Effect on Current Year’s Service and Interest Cost Effect on Projected Benefit Obligation (Thousands of Dollars) 1 Percentage Point Increase $ 673 $ 8,410 Decrease $ (514) $ (6,633) The following benefit payments, which reflect expected future service, are expected to be paid: Year 2017 2018 2019 2020 2021 2022-2026 Totals (Thousands of Dollars) Pension Plan $ 2,391 2,440 2,455 2,847 3,046 22,178 $35,357 Other Benefits Plan $ 1,030 1,277 1,497 1,641 1,851 11,278 $18,574 Benefit Plans Assets The allocation of plan assets at December 31, 2016 and 2015 by asset category is as follows: Pension Plan Other Benefits Plan Asset Category Equity Securities Debt Securities Cash Real Estate/Commodities Total 2015 Target 2016 59.7% 59.1% 36.6% 37.8% 1.3% 1.8% 100.0% 100.0% 1.0% 2.7% 55% 38% 2% 5% 2016 2015 Target 50.0% 47.4% 2.4% 0.2% 100.0% 100.0% 54.1% 43.3% 2.6% 0.0% 43% 50% 2% 5% Two outside investment firms each manage a portion of the Pension Plan asset portfolio. One of those investment firms also manages the Other Benefits Plan asset portfolio. Quarterly meetings are held between the Company’s Pension Committee of the Board of Directors and the investment managers to review their performance and asset allocation. If the actual asset allocation is outside the targeted range, the Pension Committee reviews current market conditions and advice provided by the investment managers to determine the appropriateness of rebalancing the portfolio. 54 MWC_10K_16.indd 58 3/23/17 4:09 PM The objective of the Company is to maximize the long-term return on retirement plan assets, relative to a reasonable level of risk, maintain a diversified investment portfolio and maintain compliance with the Employee Retirement Income Security Act of 1974. The expected long-term rate of return is based on the various asset categories in which plan assets are invested and the current expectations and historical performance for these categories. Equity securities include Middlesex common stock in the amounts of $0.8 million (1.4% of total Pension Plan assets) and $1.0 million (2.0 % of total Pension Plan assets) as of December 31, 2016 and 2015, respectively. Fair Value Measurements Accounting guidance provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described as follows:  Level 1 – Inputs to the valuation methodology are unadjusted quoted market prices for identical assets or liabilities in accessible active markets.  Level 2 – Inputs to the valuation methodology that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. If the asset or liability has a specified contractual term, the Level 2 input must be observable for substantially the full term of the asset or liability.  Level 3 – Inputs to the valuation methodology are unobservable and significant to the fair value measurement. Certain investments in cash and cash equivalents, equity securities, and commodities are valued based on quoted market prices in active markets and are classified as Level 1 investments. Certain investments in cash and cash equivalents, equity securities and fixed income securities are valued using prices received from pricing vendors that utilize observable inputs and are therefore classified as Level 2 investments. The following tables present Middlesex’s Pension Plan assets measured and recorded at fair value within the fair value hierarchy: Mutual Funds Money Market Funds Common Equity Securities Total Investments Mutual Funds Money Market Funds Common Equity Securities Total Investments (Thousands of Dollars) As of December 31, 2015 Level 2 - $ - - $ - Level 3 - $ - - $ - (Thousands of Dollars) As of December 31, 2015 Level 2 $ - - - $ - Level 3 $ - - - $ - Total 49,439 648 9,283 59,370 Total 43,623 652 8,656 52,931 $ $ $ $ Level 1 $ 49,439 648 9,283 59,370 $ Level 1 $ 43,623 652 8,656 52,931 $ 55 MWC_10K_16.indd 59 3/23/17 4:09 PM The following tables present Middlesex’s Other Benefits Plan assets measured and recorded at fair value within the fair value hierarchy: (Thousands of Dollars) As of December 31, 2016 Level 1 Level 2 Level 3 Total Mutual Funds Money Market Funds Preferred Equity Securities Agency/US/State/Municipal Debt Total Investments Mutual Funds Money Markey Funds Preferred Equity Securities Agency/US/State/Municipal Debt Total Investments $ $ 17,096 826 108 - 18,030 Level 1 $ 14,572 688 224 - 15,484 $ $ - - - 13,577 13,577 $ $ - - - - $ - $ $ 17,096 826 108 13,577 31,607 (Thousands of Dollars) As of December 31, 2015 Level 2 - $ - - 13,534 13,534 $ Level 3 - $ - - - $ - Total 14,572 688 224 13,534 29,018 $ $ Benefit Plans Contributions For the Pension Plan, Middlesex made total cash contributions of $3.6 million in 2016 and expects to make approximately $3.3 million of cash contributions in 2017. For the Other Benefits Plan, Middlesex made total cash contributions of $1.6 million in 2016 and expects to make approximately $1.6 million of cash contributions in 2017. 401(k) Plan The Company maintains a 401(k) defined contribution plan, which covers substantially all employees with more than 1,000 hours of service. Under the terms of the Plan, the Company matches 100% of a participant’s contributions, which do not exceed 1% of a participant’s compensation, plus 50% of a participant’s contributions exceeding 1%, but not more than 6%. The Company’s matching contribution was $0.6 million for each of the years ended December 31, 2016, 2015 and 2014. For those employees hired after March 31, 2007, and still actively employed on December 31, 2016, the Company approved, and will fund, a discretionary contribution of $0.4 million which was based on 5.0% of eligible 2016 compensation. For the years ended December 31, 2015 and 2014, the Company made discretionary contributions of $0.4 million and $0.3 million, respectively, for qualifying employees. Stock-Based Compensation The Company has a stock compensation plan for certain management employees (the 2008 Restricted Stock Plan). The Company maintains an escrow account for 0.1 million shares of the Company's common stock for the 2008 Restricted Stock Plan. Shares issued in connection with the 2008 Restricted Stock Plan are subject to forfeiture by the employee in the event of termination of employment within five years of the award other than as a result of normal retirement, death, disability or change in control. The maximum number of shares authorized for grant under the 2008 Restricted Stock Plan is 0.3 million shares, for which 0.1 million remain as unissued shares. 56 MWC_10K_16.indd 60 3/23/17 4:09 PM The Company recognizes compensation expense at fair value for the 2008 Restricted Stock Plan awards in accordance with ASC 718, Compensation – Stock Compensation. Compensation expense is determined by the market value of the stock on the date of the award and is being amortized over a five-year period. The following table presents information on the 2008 Restricted Stock Plan: Balance, January 1, 2014 Granted Vested Forfeited Amortization of Compensation Expense Balance, December 31, 2014 Granted Vested Forfeited Amortization of Compensation Expense Balance, December 31, 2015 Granted Vested Forfeited Amortization of Compensation Expense Balance, December 31, 2016 Weighted Average Grant Price $21.46 $22.65 $30.85 Shares (thousands) 117 33 (22) (1) - 127 33 (12) - - 148 24 (25) - - 147 Unearned Compensation (thousands) $1,216 711 - (10) (434) $1,483 741 - - (528) $1,696 750 - - (682) $1,764 The fair value of vested restricted shares was $0.9 million and $0.3 million as of December 31, 2016 and 2015, respectively. Note 8 – Business Segment Data The Company has identified two reportable segments. One is the regulated business of collecting, treating and distributing water on a retail and wholesale basis to residential, commercial, industrial and fire protection customers in parts of New Jersey, Delaware and Pennsylvania. This segment also includes regulated wastewater systems in New Jersey and Delaware. The Company is subject to regulations as to its rates, services and other matters by the states of New Jersey, Delaware and Pennsylvania with respect to utility service within these states. The other segment is primarily comprised of non-regulated contract services for the operation and maintenance of municipal and private water and wastewater systems in New Jersey and Delaware. Inter-segment transactions relating to operational costs are treated as pass-through expenses. Finance charges on inter-segment loan activities are based on interest rates that are below what would normally be charged by a third party lender. 57 MWC_10K_16.indd 61 3/23/17 4:09 PM Operations by Segments: Revenues: Regulated Non – Regulated Inter-segment Elimination Consolidated Revenues Operating Income: Regulated Non – Regulated Consolidated Operating Income Depreciation: Regulated Non – Regulated Consolidated Depreciation Other Income (Expense), Net: Regulated Non – Regulated Inter-segment Elimination Consolidated Other Income (Expense), Net Interest Expense: Regulated Non – Regulated Inter-segment Elimination Consolidated Interest Charges Income Taxes: Regulated Non – Regulated Consolidated Income Taxes Net Income: Regulated Non – Regulated Consolidated Net Income Capital Expenditures: Regulated Non – Regulated Total Capital Expenditures Assets: Regulated Non – Regulated Inter-segment Elimination Consolidated Assets (Thousands of Dollars) Years Ended December 31, 2016 2015 2014 $ 118,017 15,388 (499) $ 132,906 $ 111,247 15,238 (460) $ 126,025 $ 103,556 14,143 (560) $ 117,139 $ 38,201 2,431 $ 40,632 $ 33,603 2,237 $ 35,840 $ 32,000 2,392 $ 34,392 $ 12,606 190 $ 12,796 $ 11,874 177 $ 12,051 $ 11,262 182 $ 11,444 $ 779 (1,308) (333) $ (862) $ 619 20 (346) $ 293 $ 157 (75) (485) $ (403) $ 5,293 89 (89) $ 5,293 $ 5,554 89 (89) $ 5,554 $ 5,607 91 (91) $ 5,607 $ 11,091 644 $ 11,735 $ 9,522 1,029 $ 10,551 $ 8,907 1,030 $ 9,937 $ 22,353 389 $ 22,742 $ 18,889 1,139 $ 20,028 $ 17,249 1,196 $ 18,445 $ 47,189 186 $ 47,375 $ 25,706 67 $ 25, 773 $ 22,498 98 $ 22,596 (Thousands of Dollars) As of December 31, 2016 As of December 31, 2015 $619,915 6,245 (5,999) $620,161 $581,321 6,436 (6,374) $581,383 58 MWC_10K_16.indd 62 3/23/17 4:09 PM Note 9 - Quarterly Operating Results - Unaudited Operating results for each quarter of 2016 and 2015 are as follows: 2016 Operating Revenues Operating Income Net Income Basic Earnings per Share Diluted Earnings per Share (Thousands of Dollars, Except per Share Data) 1st 2nd 3rd 4th Total $ 30,579 $ 32,725 8,302 10,328 5,919 4,790 $ 0.36 $ 0.29 $ 0.36 $ 0.29 $ 37,754 14,156 8,813 $ 132,906 $ 31,808 40,632 7,846 22,742 3,220 $ 0.54 $ 0.20 $ 1.39 $ 0.54 $ 0.19 $ 1.38 2015 1st 2nd 3rd 4th Total Operating Revenues Operating Income Net Income Basic Earnings per Share Diluted Earnings per Share $ 28,780 6,685 3,636 $ 0.22 $ 0.22 $ 31,666 9,235 5,089 $ 0.31 $ 0.31 $ 34,654 11,460 6,743 $ 126,025 $ 30,925 35,840 8,460 20,028 4,560 $ 0.41 $ 0.29 $ 1.23 $ 0.41 $ 0.28 $ 1.22 The information above, in the opinion of the Company, includes all adjustments consisting only of normal recurring accruals necessary for a fair presentation of such amounts. The business of the Company is subject to seasonal fluctuation with the peak period usually occurring during the summer months. The quarterly earnings per share amounts above may differ from previous filings due to the effects of rounding. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. None. ITEM 9A. CONTROLS AND PROCEDURES (1) Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in Company reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in Company reports filed under the Exchange Act is accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer as appropriate, to allow timely decisions regarding disclosure. As required by Rule 13a-15 under the Exchange Act, an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures was conducted by the Company’s Chief Executive Officer along with the Company’s Chief Financial Officer for the quarter ended December 31, 2016. Based upon that evaluation the Company’s Chief Executive Officer and the Company’s Chief Financial Officer concluded: (a) Disclosure controls and procedures were effective as of the end of the period covered by this report. (b) No changes in internal control over financial reporting occurred during our most recent fiscal quarter that has materially affected, or are reasonably likely to materially affect, internal control over financial reporting. Accordingly, management believes the consolidated financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented. 59 MWC_10K_16.indd 63 3/23/17 4:09 PM (2) Management’s Report on Internal Control Over Financial Reporting The management of Middlesex Water Company (Middlesex or the Company) is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Exchange Act Rule 13A-15(f) and 15d-15(f). Middlesex’s internal control system was designed to provide reasonable assurance to the Company’s management and Board of Directors of adequate preparation and fair presentation of the published financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to the adequacy of financial statement preparation and presentation. Middlesex’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2016. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013 framework). Based on our assessment, we believe that as of December 31, 2016, the Company’s internal control over financial reporting is operating as designed and is effective based on those criteria. Middlesex’s independent registered public accounting firm has audited the effectiveness of our internal control over financial reporting as of December 31, 2016 as stated in their report which is included herein. /s/ Dennis W. Doll Dennis W. Doll President and Chief Executive Officer /s/ A. Bruce O’Connor A. Bruce O’Connor Vice President, Treasurer and Chief Financial Officer Iselin, New Jersey March 3, 2017 60 MWC_10K_16.indd 64 3/23/17 4:09 PM (3) Report of Independent Registered Public Accounting Firm Report of Independent Registered Public Accounting Firm Board of Directors and Stockholders Middlesex Water Company We have audited Middlesex Water Company’s (the “Company”) internal control over financial reporting as of December 31, 2016 based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Middlesex Water Company's management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. An entity’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. An entity’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the entity; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the entity are being made only in accordance with authorizations of management and directors of the entity; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the entity’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. In our opinion, Middlesex Water Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets and consolidated statements of capital stock and long-term debt and the related consolidated statements of income, common stockholders’ equity, and cash flows of Middlesex Water Company and our report dated March 3, 2017 expressed an unqualified opinion. Philadelphia, Pennsylvania March 3, 2017 /s/ Baker Tilly Virchow Krause, LLP 61 MWC_10K_16.indd 65 3/23/17 4:09 PM ITEM 9B. OTHER INFORMATION. None. PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. Information with respect to Directors of Middlesex Water Company is included in Middlesex Water Company’s Proxy Statement for the 2017 Annual Meeting of Stockholders and is incorporated herein by reference. Information regarding the Executive Officers of Middlesex Water Company is included under Item 1. in Part I of this Annual Report. ITEM 11. EXECUTIVE COMPENSATION. This Information for Middlesex Water Company is included in Middlesex Water Company’s Proxy Statement for the 2017 Annual Meeting of Stockholders and is incorporated herein by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. This information for Middlesex Water Company is included in Middlesex Water Company’s Proxy Statement for the 2017 Annual Meeting of Stockholders and is incorporated herein by reference. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. This information for Middlesex Water Company is included in Middlesex Water Company’s Proxy Statement for the 2017 Annual Meeting of Stockholders and is incorporated herein by reference. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES. This information for Middlesex Water Company is included in Middlesex Water Company’s Proxy Statement for the 2017 Annual Meeting of Stockholders and is incorporated herein by reference. 62 MWC_10K_16.indd 66 3/23/17 4:09 PM ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. 1. The following Financial Statements and Supplementary Data are included in Part II- Item 8. of this Annual Report: PART IV Consolidated Balance Sheets at December 31, 2016 and 2015. Consolidated Statements of Income for each of the three years in the period ended December 31, 2016. Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2016. Consolidated Statements of Capital Stock and Long-term Debt as of December 31, 2016 and 2015. Consolidated Statements of Common Stockholders’ Equity for each of the three years in the period ended December 31, 2016. Notes to Consolidated Financial Statements. 2. Financial Statement Schedules All Schedules are omitted because of the absence of the conditions under which they are required or because the required information is shown in the financial statements or notes thereto. 3. Exhibits See Exhibit listing immediately following the signature page. 63 MWC_10K_16.indd 67 3/23/17 4:09 PM Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SIGNATURES MIDDLESEX WATER COMPANY By: /s/ Dennis W. Doll Dennis W. Doll President and Chief Executive Officer Date: March 3, 2017 Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed below by the following persons, on behalf of the registrant and in the capacities indicated on March 3, 2017. By: By: /s/ A. Bruce O’Connor A. Bruce O’Connor Vice President, Treasurer and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) /s/ Dennis W. Doll Dennis W. Doll Chairman of the Board, President, Chief Executive Officer and Director (Principal Executive Officer) By: /s/ James F. Cosgrove Jr. James F. Cosgrove Jr. Director By: /s/ Kim C. Hanemann Kim C. Hanemann Director /s/ Steven M. Klein By: Steven M. Klein Director By: Amy B. Mansue /s/ Amy B. Mansue Director /s/ John R. Middleton, M.D. By: John R. Middleton, M.D. Director By: /s/ Walter G. Reinhard Walter G. Reinhard Director By: /s/ Jeffries Shein Jeffries Shein Director 64 MWC_10K_16.indd 68 3/23/17 4:09 PM EXHIBIT INDEX Exhibits designated with an asterisk (*) are filed herewith. The exhibits not so designated have heretofore been filed with the Commission and are incorporated herein by reference to the documents indicated in the previous filing columns following the description of such exhibits. Exhibits designated with a dagger (t) are management contracts or compensatory plans. Previous Registration No. Filing’s Exhibit No. 2-55058 2(a) 2-15795 4(a)-4(f) 33-54922 10.4-10.9 Exhibit No. 3.1 3.2 3.3 3.4 3.5 3.6 3.7 4.1 10.1 10.2 10.3 10.4 Document Description Certificate of Amendment to the Restated Certificate of Incorporation, filed with the State of New Jersey on June 19, 1997, included as Exhibit 3.1 to the Company’s Current Report on Form 8- K filed April 30, 2010. Certificate of Amendment to the Restated Certificate of Incorporation, filed with the State of New Jersey on May 27, 1998, filed as Exhibit 3.1 of the Company’s 1998 Form 10-K. Certificate of Correction of Middlesex Water Company filed with the State of New Jersey on April 30, 1999, filed as Exhibit 3.3 of the Company’s 2003 Form 10-K/A-2. Certificate of Amendment to the Restated Certificate of Incorporation Middlesex Water Company, filed with the State of New Jersey on February 17, 2000, filed as Exhibit 3.4 of the Company’s 2003 Form 10-K/A-2. Certificate of Amendment to the Restated Certificate of Incorporation Middlesex Water Company, filed with the State of New Jersey on June 5, 2002, filed as Exhibit 3.5 of the Company’s 2003 Form 10- K/A-2. Certificate of Amendment to the Restated Certificate of Incorporation, filed with the State of New Jersey on June 10, 1998, filed as Exhibit 3.1 of the Company’s 1998 Form 10-K. Bylaws of the Company, as amended, filed as Exhibit 4.1 of the Company’s 2010 Second Quarter Form 10-Q. Form of Common Stock Certificate. Copy of Purchased Water Agreement between the Company and Elizabethtown Water Company, filed as Exhibit 10 of the Company’s 2006 First Quarter Form 10-Q. Copy of Mortgage, dated April 1, 1927, between the Company and Union County Trust Company, as Trustee, as supplemented by Supplemental Indentures, dated as of October 1, 1939 and April 1, 1949. Copy of Supplemental Indenture, dated as of July 1, 1964 and June 15, 1991, between the Company and Union County Trust Company, as Trustee. Copy of Supply Agreement, dated as of July 27, 2011, between the Company and the Old Bridge Municipal Utilities Authority filed as Exhibit No. 10.4 of the Company’s 2011 Third Quarter Form 10-Q. 65 MWC_10K_16.indd 69 3/23/17 4:09 PM Previous Registration No. 33-31476 Filing’s Exhibit No. 10.13 33-54922 10.24 EXHIBIT INDEX Exhibit No. 10.5 10.6 *10.7 (1) 10.8 10.9 10.9(a) (t)10.10 Document Description Copy of Supply Agreement, dated as of July 14, 1987, between the Company and the Marlboro Township Municipal Utilities Authority, as amended. Copy of Water Purchase Contract, dated as of September 25, 2003, between the Company and the New Jersey Water Supply Authority, filed as Exhibit No. 10.7 of the Company’s 2003 Form 10-K. Copy of Treatment and Pumping Agreement, dated October 1, 2014, between Middlesex Water Company and the Township of East Brunswick. Copy of Supply Agreement, dated June 4, 1990, between the Company and Edison Township. Copy of amended Supply Agreement between the Company and the Borough of Highland Park filed as Exhibit No. 10.1 of the Company’s 2006 First Quarter Form 10-Q. Copy of Amendment to Supply Agreement between the Company and the Borough of Highland Park filed as Exhibit No. 10.9(a) of the Company’s 2015 Form 10-K. Copy of Supplemental Executive Retirement Plan, filed as Exhibit 10.13 of the Company’s 1999 Third Quarter Form 10-Q. (t)10.11(a) Copy of 2008 Restricted Stock Plan, filed as Appendix A to the Company’s Definitive Proxy Statement, dated and filed April 11, 2008. (t)10.11(b) Copy of 2008 Outside Director Stock Compensation Stock Plan, filed as Appendix B to the Company’s Definitive Proxy Statement, dated and filed April 11, 2008. (t)10.12(a) Change in Control Termination Agreement between Middlesex Water Company and Dennis W. Doll, filed as Exhibit 10.13(a) of the Company’s 2008 Form 10-K. (t)10.12(b) Change in Control Termination Agreement between Middlesex Water Company and A. Bruce O’Connor, filed as Exhibit 10.13(b) of the Company’s 2008 Form 10-K. (t)10.12(c) Change in Control Termination Agreement between Middlesex Water Company and Richard M. Risoldi, filed as Exhibit 10.13(d) of the Company’s 2008 Form 10-K. (t)10.12(d) Change in Control Termination Agreement between Middlesex Water Company and Lorrie B. Ginegaw, filed as Exhibit 10.13(e) of the Company’s 2011 Form 10-K. (t)10.12(e) Change in Control Termination Agreement between Tidewater Utilities, Inc. and Gerard L. Esposito, filed as Exhibit 10.13(g) of the Company’s 2008 Form 10-K. (t)10.12(f) Change in Control Termination Agreement between Middlesex Water Company and Bernadette M. Sohler, filed as Exhibit 10.13(h) of the Company’s 2008 Form 10-K. 66 MWC_10K_16.indd 70 3/23/17 4:09 PM EXHIBIT INDEX Exhibit No. Document Description (t)10.12(g) Change in Control Termination Agreement between Middlesex Water Company and Jay L. Kooper, filed as Exhibit 10.13(g) of the Company’s 2014 Second Quarter Form 10-Q. Copy of Transmission Agreement, dated October 16, 1992, between the Company and the Township of East Brunswick. 10.13 *10.13(a) (1) Copy of Amendment of Transmission Agreement, dated Previous Registration No. Filing’s Exhibit No. 33-54922 10.23 10.14 10.15 10.16 10.17 10.18 10.19 October 1, 2014, between the Company and the Township of East Brunswick. Copy of Supplemental Indenture dated October 15, 1998 between Middlesex Water Company and First Union National Bank, as Trustee. Copy of Loan Agreement dated November 1, 1998 between the New Jersey Environmental Infrastructure Trust and Middlesex Water Company (Series X), filed as Exhibit No. 10.22 of the Company’s 1998 Third Quarter Form 10-Q. Copy of Supplemental Indenture dated October 15, 1998 between Middlesex Water Company and First Union National Bank, as Trustee. Copy of Loan Agreement dated November 1, 1998 between the State of New Jersey Environmental Infrastructure Trust and Middlesex Water Company (Series Y), filed as Exhibit No. 10.23 of the Company’s 1998 Third Quarter Form 10-Q. Copy of Operation, Maintenance and Management Services Agreement dated January 1, 1999 between the Company, City of Perth Amboy, Middlesex County Improvement Authority and Utility Service Affiliates, Inc. Copy of Supplemental Indenture dated October 15, 1999 between Middlesex Water Company and First Union National Bank, as Trustee and copy of Loan Agreement dated November 1, 1999 between the State of New Jersey and Middlesex Water Company (Series Z), filed as Exhibit No. 10.25 of the Company’s 1999 Form 10-K. Copy of Supplemental Indenture dated October 15, 1999 between Middlesex Water Company and First Union National Bank, as Trustee and copy of Loan Agreement dated November 1, 1999 between the New Jersey Environmental Infrastructure Trust and Middlesex Water Company (Series AA), filed as Exhibit No. 10.26 of the Company’s 1999 Form 10-K. Copy of Supplemental Indenture dated October 15, 2001 between Middlesex Water Company and First Union National Bank, as Trustee and copy of Loan Agreement dated November 1, 2001 between the State of New Jersey and Middlesex Water Company (Series BB). Filed as Exhibit No. 10.22 of the Company’s 2001 Form 10-K. 67 333-66727 10.24 MWC_10K_16.indd 71 3/23/17 4:09 PM Previous Registration No. Filing’s Exhibit No. Exhibit No. 10.20 10.21 10.22 10.23 10.24 10.25 10.26 10.27 EXHIBIT INDEX Document Description Copy of Supplemental Indenture dated October 15, 2001 between Middlesex Water Company and First Union National Bank, as Trustee and copy of Loan Agreement dated November 1, 2001 between the New Jersey Environmental Infrastructure Trust and Middlesex Water Company (Series CC). Filed as Exhibit No. 10.22 of the Company’s 2001 Form 10-K. Copy of Supplemental Indenture dated October 15, 2004 between Middlesex Water Company and Wachovia Bank, as Trustee and copy of Loan Agreement dated November 1, 2004 between the State of New Jersey and Middlesex Water Company (Series EE), filed as Exhibit No. 10.26 of the Company’s 2004 Form 10-K. Copy of Supplemental Indenture dated October 15, 2004 between Middlesex Water Company and Wachovia Bank, as Trustee and copy of Loan Agreement dated November 1, 2004 between the New Jersey Environmental Infrastructure Trust and Middlesex Water Company (Series FF), filed as Exhibit No. 10.27 of the Company’s 2004 Form 10-K. Copy of Promissory Notes and Amendment to Combination Water Utility Real Estate Mortgage and Security Agreement, by Tidewater Utilities, Inc., dated October 15, 2014, filed as Exhibit 10.23 of the Company’s 2014 Form 10-K. Copy of Supply Agreement, between the Company and the City of Rahway, filed as Exhibit No. 10.2 of the Company’s 2006 First Quarter Form 10-Q. Copy of Supplemental Indenture dated October 15, 2006 between Middlesex Water Company and U.S. Bank National Association, as Trustee and copy of Loan Agreement dated November 1, 2006 between the State of New Jersey and Middlesex Water Company (Series GG), filed as Exhibit No. 10.30 of the Company’s 2006 Form 10-K. Copy of Supplemental Indenture dated October 15, 2006 between Middlesex Water Company and U.S. Bank National Association, as Trustee and copy of Loan Agreement dated November 1, 2006 between the New Jersey Environmental Infrastructure Trust and Middlesex Water Company (Series HH), filed as Exhibit No. 10.31 of the Company’s 2006 Form 10-K. Copy of Loan Agreement By and Between New Jersey Environmental Infrastructure Trust and Middlesex Water Company dated as of November 1, 2007 (Series II), filed as Exhibit No. 10.32 of the Company’s 2007 Form 10-K. 68 MWC_10K_16.indd 72 3/23/17 4:09 PM Previous Registration No. Filing’s Exhibit No. 333-205698 EXHIBIT INDEX Exhibit No. 10.28 10.29 10.30 10.31 10.32 Document Description Copy of Loan Agreement By and Between The State of New Jersey, Acting By and Through The New Jersey Department of Environmental Protection, and Middlesex Water Company dated as of November 1, 2007 (Series JJ), filed as Exhibit 10.33 of the Company’s 2007 Form 10-K. Copy of Loan Agreement By and Between New Jersey Environmental Infrastructure Trust and Middlesex Water Company dated as of November 1, 2008 (Series KK), filed as Exhibit 10.34 of the Company’s 2008 Form 10-K. Copy of Loan Agreement By and Between The State of New Jersey, Acting By and Through The New Jersey Department of Environmental Protection, and Middlesex Water Company dated as of November 1, 2008 (Series LL) ), filed as Exhibit 10.35 of the Company’s 2008 Form 10-K. Registration Statement, Form S-3, under Securities Act of 1933 filed July 31, 2015, relating to the Middlesex Water Company Investment Plan. Amended and Restated Line of Credit Note between registrant, registrant’s subsidiaries and PNC Bank, N.A., filed as Exhibit 10.32 of the Company’s 2015 First Quarter Form 10-Q. *10.32(a) (1) Extension of the Expiration Date of the Line of Credit 10.33 10.33(a) 10.34 10.35 included in the Amended and Restated Loan Agreement between registrant, registrant’s subsidiaries and PNC Bank, N.A. Uncommitted Line of Credit Letter Agreement between registrant, registrant’s subsidiaries and Bank of America, N.A, filed as Exhibit 10.33 of the Company’s 2015 Third Quarter Form 10-Q. Amendment to Uncommitted Line of Credit Letter Agreement between registrant, registrant’s subsidiaries and Bank of America, N.A, filed as Exhibit 10.33(a) of the Company’s 2016 Third Quarter Form 10-Q. Amended Promissory Note for a committed line of credit between registrant’s wholly-owned subsidiary Tidewater Utilities, Inc. and CoBank, ACB, filed as Exhibit 10.35 of the Company’s 2014 Form 10-K. Copy of Loan Agreement By and Between The state of New Jersey, Acting By and Through The New Jersey Department of Environmental Protection and Middlesex Water Company, dated as of December 1, 2010 (Series MM), filed as Exhibit 10.41 of the Company’s 2010 Form 10-K. 69 MWC_10K_16.indd 73 3/23/17 4:09 PM Previous Registration No. Filing’s Exhibit No. Exhibit No. 10.36 10.37 10.38 10.39 10.40 10.41 10.42 10.43 10.44 10.45 EXHIBIT INDEX Document Description Copy of Loan Agreement By and Between New Jersey Environmental Infrastructure Trust and Middlesex Water Company dated as of December 1, 2010 (Series NN), filed as Exhibit 10.42 of the Company’s 2010 Form 10-K. Copy of Loan Agreement By and Between The State of New Jersey, Acting By and Through The New Jersey Department of Environmental Protection and Middlesex Water Company, dated as of May 1, 2012 (Series OO), filed as Exhibit 10.43 of the Company’s 2012 Second Quarter Form 10-Q. Copy of Loan Agreement by and Between New Jersey Environmental Infrastructure Trust and Middlesex Water Company dated as of May 1, 2012 (Series PP), filed as Exhibit 10.44 of the Company’s 2012 Second Quarter Form 10-Q. Copy of Loan Agreement By and Between the New Jersey Economic Development Authority and Middlesex Water Company dated as of November 1, 2012 (Series QQ, RR & SS), filed as Exhibit 10.41 of the Company’s 2012 Form 10-K. Copy of Loan Agreement By and Between The State of New Jersey, Acting By and Through The New Jersey Department of Environmental Protection and Middlesex Water Company, dated as of May 1, 2013 (Series TT), filed as Exhibit 10.42 of the Company’s 2013 Second Quarter Form 10-Q. Copy of Loan Agreement by and Between New Jersey Environmental Infrastructure Trust and Middlesex Water Company dated as of May 1, 2013 (Series UU), filed as Exhibit 10.43 of the Company’s 2013 Second Quarter Form 10-Q. Copy of Loan Agreement by and Between New Jersey Environmental Infrastructure Trust and Middlesex Water Company dated as of May 1, 2014 (Series VV), filed as Exhibit 10.43 of the Company’s 2014 Second Quarter Form 10-Q. Copy of Loan Agreement by and Between New Jersey Environmental Infrastructure Trust and Middlesex Water Company dated as of May 1, 2014 (Series WW) , filed as Exhibit 10.44 of the Company’s 2014 Second Quarter Form 10-Q. Copy of Construction Loan Agreement (CFP-16-1) By and Between New Jersey Environmental Infrastructure Trust and Middlesex Water Company, filed as Exhibit 10.44 of the Company’s 2016 Second Quarter Form 10-Q. Copy of Construction Loan Agreement (CFP-16-2) By and Between New Jersey Environmental Infrastructure Trust and Middlesex Water Company. filed as Exhibit 10.45 of the Company’s 2016 Second Quarter Form 10-Q. 70 MWC_10K_16.indd 74 3/23/17 4:09 PM Previous Registration No. Filing’s Exhibit No. EXHIBIT INDEX Exhibit No. *21 (1) *23.1 (1) *31 (1) *31.1 (1) *32 (1) *32.1 (1) 101.INS 101.LAB 101.PRE 101.DEF 101.SCH 101.CAL Document Description Middlesex Water Company Subsidiaries. Consent of Independent Registered Public Accounting Firm, Baker Tilly Virchow Krause, LLP. Section 302 Certification by Dennis W. Doll pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934. Section 302 Certification by A. Bruce O’Connor pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934. Section 906 Certification by Dennis W. Doll pursuant to 18 U.S.C.§1350. Section 906 Certification by A. Bruce O’Connor pursuant to 18 U.S.C.§1350. XBRL Instance Document XBRL Labels Linkbase Document XBRL Presentation Linkbase Document XBRL Definition Linkbase Document XBRL Schema Document XBRL Calculation Linkbase Document (1) These documents were included in the 2016 Form 10-K, as filed with the United States Securities and Exchange Commission and will be provided upon specific request. 71 MWC_10K_16.indd 75 3/23/17 4:09 PM This page is inTenTionally lefT blank. MWC_10K_16.indd 76 3/23/17 4:09 PM Board of Directors James F. Cosgrove Jr., P.E. 3,4,5 Vice President and Principal Kleinfelder Dennis W. Doll Chairman of the Board, President and Chief Executive Officer Middlesex Water Company Kim C. Hanemann 1,4 Sr. Vice President – Delivery Projects and Construction Public Service Electric & Gas Company Steven M. Klein 1,2,4 President and Chief Operating Officer Northfield Bancorp, Inc., Northfield Bank Amy B. Mansue 1,2,3 President, Southern Region RWJ Barnabas Health John R. Middleton, M.D. 1,2,3 Engaged in Private Practice, ID Care Walter G. Reinhard, Esq. 3,4 (Retired) Former Partner and Of Counsel, Norris, McLaughlin & Marcus, P.A Jeffries Shein 2,3,5 Managing Partner JGT Management Co., LLC Committees 1 Audit 2 Compensation 3 Corporate Governance and Nominating 4 Pension 5 Ad Hoc Pricing Executive Management Team Dennis W. Doll Chairman of the Board, President and Chief Executive Officer Gerard L. Esposito President, Tidewater Utilities, Inc. Lorrie B. Ginegaw Vice President - Human Resources Jay L. Kooper Vice President, General Counsel & Secretary A. Bruce O’Connor Vice President, Treasurer and Chief Financial Officer Richard M. Risoldi Vice President - Operations and Chief Operating Officer Bernadette M. Sohler Vice President – Corporate Affairs Company Headquarters Middlesex Water Company 1500 Ronson Road Iselin, NJ 08830 Telephone: 732-634-1500 MiddlesexWater.com Transfer Agent and Registrar Broadridge Corporate Issuer Solutions (Broadridge) P.O. Box 1342 Brentwood, New York 11717 Telephone: 1-888-211-0641 E-mail: shareholder@broadridge.com Website: http://shareholder.broadridge.com/ middlesexwater Shareholder Account Inquiries To review the status of your shareholder account or dividend payments, transfer shares, report a change of address or other related matters, please contact Broadridge directly by calling 1-888-211-0641. Independent Registered Public Accounting Firm Baker Tilly Virchow Krause, LLP One Liberty Place 1650 Market Street Philadelphia, PA 19103 Telephone: 215-972-0701 Mortgage Trustee U.S. Bank National Association 21 South Street, 3rd Floor Morristown, NJ 07960 Investor Relations Shareholders, analysts and others seeking information about Middlesex Water are invited to contact our Investor Relations Department at: Telephone: 732-638-7549 Fax: 732-638-7515 E-mail: bsohler@middlesexwater.com Copies of our earnings and other releases, financial publications including our Annual Report on SEC Form 10-K as well as 10-Q filings and dividend announcements are available without charge upon request. These documents are also typically available within minutes of being filed on the Investor Relations section of our website at www.middlesexwater.com. Shareholders wishing to receive e-mail notification each time a press release, SEC filing or corporate event is posted to our website may arrange to do so by clicking on Investor Email Alerts on our website home page at MiddlesexWater.com and following the prompts. Annual Meeting The Annual Meeting of shareholders of Middlesex Water Company will be held on Tuesday, May 23, 2017, at 11:00 a.m. at the Company’s Headquarters, The J. Richard Tompkins Center, 1500 Ronson Road, in Iselin, New Jersey. Shareholders of record as of March 27, 2017 will be eligible to receive notice of, and to vote at, the 2017 Annual Meeting. Stock Listing The Company’s common shares trade on the NASDAQ GS (NASDAQ) Global Select Market under the trading symbol MSEX. The following table sets forth the high and low sales price of the common stock for the periods indicated, as reported by NASDAQ, and dividends paid. High $44.48 $43.99 $44.1 1 $32.10 Q4 Q3 Q2 Q1 2016 Low $32.82 $32.51 $30.50 $25.00 Dividend Paid $0.2113 $0.1988 $0.1988 $0.1988 2015 Low $23.40 $22.12 $21.24 $21.57 High $28.02 $24.98 $23.85 $23.48 Dividend Paid $0.1988 $0.1925 $0.1925 $0.1925 Dividend Reinvestment and Common Stock Purchase Plan The Company offers a Dividend Reinvestment Plan and Common Stock Purchase Plan which provides new and existing shareholders of its common stock with a convenient way to build ownership in the Company through the purchase of common shares from the Company and the reinvestment of their cash dividends. The Prospectus and enrollment form are available from Broadridge at http://shareholder. broadridge.com/middlesexwater and may also be accessed in the Investor Relations section at MiddlesexWater.com 2017 Dividend Schedule* Record Dates Payment Dates Common February 13 May 12 August 11 March 1 June 1 September 1 November 9 December 1 Preferred January 13 February 1 April 13 July 14 May 1 August 1 October 13 November 1 *Subject to approval by Board of Directors. A Provider of Water, Wastewater and Related Products and Services 1500 Ronson Road Iselin, New Jersey 08830-0452 732-634-1500 MiddlesexWater.com 2 0 1 5 A N N U A L R E P O R T 

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