mduform10-q.htm


UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
 
 
THE SECURITIES EXCHANGE ACT OF 1934
 
     
 
For The Quarterly Period Ended June 30, 2010
 
     
 
OR
 
     
o
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 1-3480

MDU Resources Group, Inc.
(Exact name of registrant as specified in its charter)

Delaware
 
41-0423660
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)

1200 West Century Avenue
P.O. Box 5650
Bismarck, North Dakota 58506-5650
(Address of principal executive offices)
(Zip Code)

(701) 530-1000
(Registrant's telephone number, including area code)

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 x No o.

Indicate by check mark whether the registrant has submitted electronically and posted on its 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 registrant was required to submit and post such files). Yes x No o.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definition of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act (Check one):

Large accelerated filer x
Accelerated filer o
Non-accelerated filer o
Smaller reporting company o

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x.

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of July 30, 2010: 188,167,816 shares.

 
 

 

 

DEFINITIONS

The following abbreviations and acronyms used in this Form 10-Q are defined below:

Abbreviation or Acronym
2009 Annual Report
Company's Annual Report on Form 10-K for the year ended December 31, 2009
ASC
FASB Accounting Standards Codification
Bbl
Barrel
Bcf
Billion cubic feet
Bcfe
Billion cubic feet equivalent
BER
Montana Board of Environmental Review
Big Stone Station
450-MW coal-fired electric generating facility located near Big Stone City, South Dakota (22.7 percent ownership)
Big Stone Station II
Formerly proposed coal-fired electric generating facility located near Big Stone City, South Dakota (the Company had anticipated ownership of at least 116 MW)
Brazilian Transmission Lines
Company’s equity method investment in companies owning ECTE, ENTE and ERTE
Btu
British thermal unit
Cascade
Cascade Natural Gas Corporation, an indirect wholly owned subsidiary of MDU Energy Capital
CBNG
Coalbed natural gas
CEM
Colorado Energy Management, LLC, a former direct wholly owned subsidiary of Centennial Resources (sold in the third quarter of 2007)
Centennial
Centennial Energy Holdings, Inc., a direct wholly owned subsidiary of the Company
Centennial Capital
Centennial Holdings Capital LLC, a direct wholly owned subsidiary of Centennial
Centennial Resources
Centennial Energy Resources LLC, a direct wholly owned subsidiary of Centennial
Clean Air Act
Federal Clean Air Act
Clean Water Act
Federal Clean Water Act
Company
MDU Resources Group, Inc.
dk
Decatherm
ECTE
Empresa Catarinense de Transmissão de Energia S.A.
EIS
Environmental Impact Statement
ENTE
Empresa Norte de Transmissão de Energia S.A.
EPA
U.S. Environmental Protection Agency
ERTE
Empresa Regional de Transmissão de Energia S.A.
Exchange Act
Securities Exchange Act of 1934, as amended
FASB
Financial Accounting Standards Board
FERC
Federal Energy Regulatory Commission
Fidelity
Fidelity Exploration & Production Company, a direct wholly owned subsidiary of WBI Holdings
GAAP
Accounting principles generally accepted in the United States of America
 
 
2

 
GHG
Greenhouse gas
Great Plains
Great Plains Natural Gas Co., a public utility division of the Company
Intermountain
Intermountain Gas Company, an indirect wholly owned subsidiary of MDU Energy Capital
IPUC
Idaho Public Utilities Commission
Knife River
Knife River Corporation, a direct wholly owned subsidiary of Centennial
kWh
Kilowatt-hour
LTM
LTM, Inc., an indirect wholly owned subsidiary of Knife River
LPP
Lea Power Partners, LLC, a former indirect wholly owned subsidiary of Centennial Resources (member interests were sold in October 2006)
LWG
Lower Willamette Group
MBbls
Thousands of barrels
MBI
Morse Bros., Inc., an indirect wholly owned subsidiary of Knife River
MBOGC
Montana Board of Oil and Gas Conservation
Mcf
Thousand cubic feet
MDU Brasil
MDU Brasil Ltda., an indirect wholly owned subsidiary of Centennial Resources
MDU Construction Services
MDU Construction Services Group, Inc., a direct wholly owned subsidiary of Centennial
MDU Energy Capital
MDU Energy Capital, LLC, a direct wholly owned subsidiary of the Company
MEIC
Montana Environmental Information Center, Inc.
MMBtu
Million Btu
MMcf
Million cubic feet
MMdk
Million decatherms
Montana-Dakota
Montana-Dakota Utilities Co., a public utility division of the Company
Montana DEQ
Montana State Department of Environmental Quality
Montana First Judicial District Court
Montana First Judicial District Court, Lewis and Clark County
Montana Twenty-Second Judicial District Court
Montana Twenty-Second Judicial District Court, Big Horn County
MPX
MPX Termoceara Ltda. (49 percent ownership, sold in June 2005)
MTPSC
Montana Public Service Commission
MW
Megawatt
NDPSC
North Dakota Public Service Commission
North Dakota District Court
North Dakota South Central Judicial District Court for Burleigh County
NPRC
Northern Plains Resource Council
NSPS
New Source Performance Standards
Oil
Includes crude oil, condensate and natural gas liquids
OPUC
Oregon Public Utility Commission
Oregon DEQ
Oregon State Department of Environmental Quality
 
 
3

 
Prairielands
Prairielands Energy Marketing, Inc., an indirect wholly owned subsidiary of WBI Holdings
PRP
Potentially Responsible Party
PSD
Prevention of Significant Deterioration
ROD
Record of Decision
SDPUC
South Dakota Public Utilities Commission
SEC
U.S. Securities and Exchange Commission
SEC Defined Prices
The average price of natural gas and oil during the applicable 12-month period, determined as an unweighted arithmetic average of the first-day-of-the-month price for each month within such period, unless prices are defined by contractual arrangements, excluding escalations based upon future conditions
Securities Act
Securities Act of 1933, as amended
South Dakota Federal District Court
U.S. District Court for the District of South Dakota
South Dakota SIP
South Dakota State Implementation Plan
TRWUA
Tongue River Water Users’ Association
WBI Holdings
WBI Holdings, Inc., a direct wholly owned subsidiary of Centennial
Williston Basin
Williston Basin Interstate Pipeline Company, an indirect wholly owned subsidiary of WBI Holdings
WUTC
Washington Utilities and Transportation Commission
Wygen III
100-MW coal-fired electric generating facility located near Gillette, Wyoming (25 percent ownership)
WYPSC
Wyoming Public Service Commission


 
4

 

INTRODUCTION

The Company is a diversified natural resource company, which was incorporated under the laws of the state of Delaware in 1924. Its principal executive offices are at 1200 West Century Avenue, P.O. Box 5650, Bismarck, North Dakota 58506-5650, telephone (701) 530-1000.

Montana-Dakota, through the electric and natural gas distribution segments, generates, transmits and distributes electricity and distributes natural gas in Montana, North Dakota, South Dakota and Wyoming. Cascade distributes natural gas in Oregon and Washington. Intermountain distributes natural gas in Idaho. Great Plains distributes natural gas in western Minnesota and southeastern North Dakota. These operations also supply related value-added products and services.

The Company, through its wholly owned subsidiary, Centennial, owns WBI Holdings (comprised of the pipeline and energy services and the natural gas and oil production segments), Knife River (construction materials and contracting segment), MDU Construction Services (construction services segment), Centennial Resources and Centennial Capital (both reflected in the Other category). For more information on the Company’s business segments, see Note 15.


 
5

 




INDEX




Part I -- Financial Information
Page
   
Consolidated Statements of Income --
 
Three and Six Months Ended June 30, 2010 and 2009
7
   
Consolidated Balance Sheets --
 
June 30, 2010 and 2009, and December 31, 2009
8
   
Consolidated Statements of Cash Flows --
 
Six Months Ended June 30, 2010 and 2009
9
   
Notes to Consolidated Financial Statements
10
   
Management's Discussion and Analysis of Financial Condition and Results of Operations
35
   
Quantitative and Qualitative Disclosures About Market Risk
55
   
Controls and Procedures
57
   
Part II -- Other Information
 
   
Legal Proceedings
57
   
Risk Factors
58
   
Unregistered Sales of Equity Securities and Use of Proceeds
60
   
Exhibits
60
   
Signatures
61
 
 
Exhibit Index
62
   
Exhibits
 



 
6

 
PART I -- FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

MDU RESOURCES GROUP, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)

   
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
   
2010
   
2009
   
2010
   
2009
 
   
(In thousands, except per share amounts)
 
Operating revenues:
                       
Electric, natural gas distribution and pipeline and energy services
  $ 272,177     $ 263,617     $ 732,422     $ 858,191  
Construction services, natural gas and oil production, construction materials and contracting, and other
    634,267       694,423       1,008,799       1,193,854  
Total operating revenues 
    906,444       958,040       1,741,221       2,052,045  
Operating expenses:
                               
Fuel and purchased power
    13,106       15,166       30,017       33,896  
Purchased natural gas sold
    97,441       106,401       331,133       462,897  
Operation and maintenance:
                               
Electric, natural gas distribution and pipeline and energy services
    68,437       62,581       131,421       133,932  
Construction services, natural gas and oil production, construction materials and contracting, and other
    516,854       554,556       830,642       976,706  
Depreciation, depletion and amortization
    81,547       80,449       160,225       173,694  
Taxes, other than income
    40,397       38,822       86,192       91,774  
Write-down of natural gas and oil properties
                      620,000  
Total operating expenses
    817,782       857,975       1,569,630       2,492,899  
                                 
Operating income (loss)
    88,662       100,065       171,591       (440,854 )
                                 
Earnings from equity method investments
    2,260       2,078       4,443       3,864  
                                 
Other income
    2,686       2,435       5,188       4,154  
                                 
Interest expense
    20,490       20,759       41,006       41,755  
                                 
Income (loss) before income taxes
    73,118       83,819       140,216       (474,591 )
                                 
Income taxes
    24,180       28,508       49,506       (186,100 )
                                 
Net income (loss)
    48,938       55,311       90,710       (288,491 )
                                 
Dividends on preferred stocks
    171       171       343       343  
                                 
Earnings (loss) on common stock
  $ 48,767     $ 55,140     $ 90,367     $ (288,834 )
                                 
Earnings (loss) per common share -- basic
  $ .26     $ .30     $ .48     $ (1.57 )
                                 
Earnings (loss) per common share -- diluted
  $ .26     $ .30     $ .48     $ (1.57 )
                                 
Dividends per common share
  $ .1575     $ .1550     $ .3150     $ .3100  
                                 
Weighted average common shares outstanding -- basic
    188,129       183,964       188,047       183,876  
                                 
Weighted average common shares outstanding -- diluted
    188,267       184,398       188,198       183,876  

The accompanying notes are an integral part of these consolidated financial statements.
 
7

 
MDU RESOURCES GROUP, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)

   
June 30,
2010
   
June 30,
2009
   
December 31,
2009
 
(In thousands, except shares and per share amounts)
 
ASSETS
                 
Current assets:
                 
Cash and cash equivalents
  $ 65,792     $ 34,310     $ 175,114  
Receivables, net
    502,454       559,842       531,980  
Inventories
    260,163       285,814       249,804  
Deferred income taxes
    17,755       2,490       28,145  
Short-term investments
    250       1,967       2,833  
Commodity derivative instruments
    24,932       62,048       7,761  
Prepayments and other current assets
    97,953       117,381       66,021  
Total current assets
    969,299       1,063,852       1,061,658  
Investments
    142,212       125,361       145,416  
Property, plant and equipment
    7,085,632       6,651,088       6,766,582  
Less accumulated depreciation, depletion and amortization
    3,000,663       2,906,824       2,872,465  
Net property, plant and equipment
    4,084,969       3,744,264       3,894,117  
Deferred charges and other assets:
                       
Goodwill
    634,654       622,131       629,463  
Other intangible assets, net
    26,199       25,320       28,977  
Other
    255,473       242,436       231,321  
Total deferred charges and other assets 
    916,326       889,887       889,761  
Total assets
  $ 6,112,806     $ 5,823,364     $ 5,990,952  
                         
LIABILITIES AND STOCKHOLDERS’ EQUITY
                       
Current liabilities:
                       
Short-term borrowings
  $ 3,700     $     $ 10,300  
Long-term debt due within one year
    72,551       27,879       12,629  
Accounts payable
    266,069       332,957       281,906  
Taxes payable
    39,976       42,151       55,540  
Dividends payable
    29,802       28,686       29,749  
Accrued compensation
    35,989       44,141       47,425  
Commodity derivative instruments
    20,160       57,139       36,907  
Other accrued liabilities
    172,446       158,661       192,729  
Total current liabilities 
    640,693       691,614       667,185  
Long-term debt
    1,508,714       1,636,592       1,486,677  
Deferred credits and other liabilities:
                       
Deferred income taxes
    627,256       540,952       590,968  
Other liabilities
    708,403       544,104       674,475  
Total deferred credits and other liabilities 
    1,335,659       1,085,056       1,265,443  
Commitments and contingencies
                       
Stockholders’ equity:
                       
Preferred stocks
    15,000       15,000       15,000  
Common stockholders’ equity:
                       
Common stock
                       
Shares issued -- $1.00 par value, 188,672,532 at June 30, 2010, 184,508,109 at June 30, 2009 and 188,389,265 at December 31, 2009
    188,673       184,508       188,389  
Other paid-in capital
    1,020,206       941,773       1,015,678  
Retained earnings
    1,407,950       1,270,778       1,377,039  
Accumulated other comprehensive income (loss)
    (463 )     1,669       (20,833 )
Treasury stock at cost – 538,921 shares
    (3,626 )     (3,626 )     (3,626 )
Total common stockholders’ equity
    2,612,740       2,395,102       2,556,647  
Total stockholders’ equity
    2,627,740       2,410,102       2,571,647  
Total liabilities and stockholders’ equity 
  $ 6,112,806     $ 5,823,364     $ 5,990,952  

The accompanying notes are an integral part of these consolidated financial statements.
 
8

 
MDU RESOURCES GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

   
Six Months Ended
June 30,
 
   
2010
   
2009
 
   
(In thousands)
 
Operating activities:
           
Net income (loss)
  $ 90,710     $ (288,491 )
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
               
Depreciation, depletion and amortization
    160,225       173,694  
Earnings, net of distributions, from equity method investments
    (1,899 )     (1,685 )
Deferred income taxes
    35,758       (206,955 )
Write-down of natural gas and oil properties
          620,000  
Changes in current assets and liabilities, net of acquisitions:
               
Receivables
    27,149       149,782  
Inventories
    (12,442 )     (26,574 )
Other current assets
    (32,471 )     47,837  
Accounts payable
    (13,164 )     (66,260 )
Other current liabilities
    (45,613 )     2,218  
Other noncurrent changes
    (4,882 )     (5,141 )
Net cash provided by operating activities
    203,371       398,425  
                 
Investing activities:
               
Capital expenditures
    (237,535 )     (272,867 )
Acquisitions, net of cash acquired
    (106,548 )     (3,764 )
Net proceeds from sale or disposition of property
    11,972       7,494  
Investments
    1,228       (2,368 )
Net cash used in investing activities
    (330,883 )     (271,505 )
                 
Financing activities:
               
Repayment of short-term borrowings
    (6,600 )     (105,100 )
Issuance of long-term debt
    82,992       109,400  
Repayment of long-term debt
    (814 )     (92,024 )
Proceeds from issuance of common stock
    1,739       284  
Dividends paid
    (59,545 )     (57,325 )
Tax benefit on stock-based compensation
    548       144  
Net cash provided by (used in) financing activities
    18,320       (144,621 )
Effect of exchange rate changes on cash and cash equivalents
    (130 )     297  
Decrease in cash and cash equivalents
    (109,322 )     (17,404 )
Cash and cash equivalents -- beginning of year
    175,114       51,714  
Cash and cash equivalents -- end of period
  $ 65,792     $ 34,310  

The accompanying notes are an integral part of these consolidated financial statements.
 
9

 

MDU RESOURCES GROUP, INC.
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS

June 30, 2010 and 2009
(Unaudited)

 1.
Basis of presentation
 
The accompanying consolidated interim financial statements were prepared in conformity with the basis of presentation reflected in the consolidated financial statements included in the Company's 2009 Annual Report, and the standards of accounting measurement set forth in the interim reporting guidance in the ASC and any amendments thereto adopted by the FASB. Interim financial statements do not include all disclosures provided in annual financial statements and, accordingly, these financial statements should be read in conjunction with those appearing in the 2009 Annual Report. The information is unaudited but includes all adjustments that are, in the opinion of management, necessary for a fair presentation of the accompanying consolidated interim financial statements and are of a normal recurring nature. Depreciation, depletion and amortization expense is reported separately on the Consolidated Statements of Income and therefore is excluded from the other line items within operating expenses. Management has also evaluated the impact of events occurring after June 30, 2010, up to the date of issuance of these consolidated interim financial statements.

 2.
Seasonality of operations
 
Some of the Company's operations are highly seasonal and revenues from, and certain expenses for, such operations may fluctuate significantly among quarterly periods. Accordingly, the interim results for particular businesses, and for the Company as a whole, may not be indicative of results for the full fiscal year.

 3.
Allowance for doubtful accounts
 
The Company's allowance for doubtful accounts as of June 30, 2010 and 2009, and December 31, 2009, was $14.9 million, $16.5 million and $16.6 million, respectively.

 4.
Natural gas in storage
 
Natural gas in storage for the Company's regulated operations is generally carried at average cost, or cost using the last-in, first-out method. The portion of the cost of natural gas in storage expected to be used within one year was included in inventories and was $14.3 million, $19.1 million and $35.6 million at June 30, 2010 and 2009, and December 31, 2009, respectively. The remainder of natural gas in storage, which largely represents the cost of gas required to maintain pressure levels for normal operating purposes, was included in other assets and was $59.3 million, $40.3 million, and $59.6 million at June 30, 2010 and 2009, and December 31, 2009, respectively.

 5.
Inventories
 
Inventories, other than natural gas in storage for the Company’s regulated operations, consisted primarily of aggregates held for resale of $83.5 million, $96.3 million and $80.1 million; materials and supplies of $62.1 million, $69.4 million and $58.1 million; asphalt oil of $52.0 million, $49.8 million and $23.0 million; and other inventories of $48.3 million, $51.2 million and $53.0 million, as of June 30, 2010 and 2009, and December 31, 2009, respectively. These inventories were stated at the lower of average cost or market value.

 
10

 
 6.
Natural gas and oil properties
 
The Company uses the full-cost method of accounting for its natural gas and oil production activities. Under this method, all costs incurred in the acquisition, exploration and development of natural gas and oil properties are capitalized and amortized on the units-of-production method based on total proved reserves. Any conveyances of properties, including gains or losses on abandonments of properties, are treated as adjustments to the cost of the properties with no gain or loss recognized.

 
Capitalized costs are subject to a “ceiling test” that limits such costs to the aggregate of the present value of future net cash flows from proved reserves discounted at 10 percent, as mandated under the rules of the SEC, plus the cost of unproved properties less applicable income taxes. Future net revenue was estimated based on end-of-quarter spot market prices adjusted for contracted price changes prior to the fourth quarter of 2009. Effective December 31, 2009, the Modernization of Oil and Gas Reporting rules issued by the SEC changed the pricing used to estimate reserves and associated future cash flows to SEC Defined Prices. Prior to that date, if capitalized costs exceeded the full-cost ceiling at the end of any quarter, a permanent noncash write-down was required to be charged to earnings in that quarter unless subsequent price changes eliminated or reduced an indicated write-down. Effective December 31, 2009, if capitalized costs exceed the full-cost ceiling at the end of any quarter, a permanent noncash write-down is required to be charged to earnings in that quarter regardless of subsequent price changes.

 
Due to low natural gas and oil prices that existed on March 31, 2009, the Company's capitalized costs under the full-cost method of accounting exceeded the full-cost ceiling at March 31, 2009. Accordingly, the Company was required to write down its natural gas and oil producing properties. The noncash write-down amounted to $620.0 million ($384.4 million after tax) for the three months ended March 31, 2009.

 
The Company hedges a portion of its natural gas and oil production and the effects of the cash flow hedges were used in determining the full-cost ceiling. The Company would have recognized an additional write-down of its natural gas and oil properties of $107.9 million ($66.9 million after tax) at March 31, 2009, if the effects of cash flow hedges had not been considered in calculating the full-cost ceiling. For more information on the Company's cash flow hedges, see Note 13.

 
At June 30, 2010, the Company’s full-cost ceiling exceeded the Company’s capitalized cost. However, sustained downward movements in natural gas and oil prices subsequent to June 30, 2010, could result in a future write-down of the Company’s natural gas and oil properties.

 7.
Earnings (loss) per common share
 
Basic earnings (loss) per common share were computed by dividing earnings (loss) on common stock by the weighted average number of shares of common stock outstanding during the applicable period. Diluted earnings per common share were computed by dividing earnings on common stock by the total of the weighted average number of shares of common stock outstanding during the applicable period, plus the effect of outstanding stock options, restricted stock grants and performance share awards. For the three months ended June 30, 2010 and 2009, and the six months ended June 30, 2010, there were no shares excluded from the calculation of diluted earnings per share. Diluted loss per common share for the six months ended June 30, 2009, was computed by dividing the loss on common stock by the weighted average number of shares of common stock outstanding during the applicable period. Due to the loss on common stock for the six months ended June 30, 2009, the effect of outstanding stock options, restricted stock grants and performance share awards was excluded from the computation of diluted loss per common share as their effect was antidilutive. Common stock outstanding includes issued shares less shares held in treasury.

 
11

 
 8.
Cash flow information
 
Cash expenditures for interest and income taxes were as follows:

   
Six Months Ended
June 30,
 
   
2010
   
2009
 
   
(In thousands)
 
Interest, net of amount capitalized
  $ 39,652     $ 40,588  
Income taxes
  $ 36,011     $ 13,343  

 9.
New accounting standards
 
Variable Interest Entities In June 2009, the FASB issued guidance related to variable interest entities which changes how a reporting entity determines when an entity that is insufficiently capitalized or is not controlled through voting rights should be consolidated and modifies the approach for determining the primary beneficiary of a variable interest entity. This guidance requires a reporting entity to provide additional disclosures about its involvement with variable interest entities and any significant changes in risk exposure due to that involvement. The guidance related to variable interest entities was effective for the Company on January 1, 2010. The adoption of this guidance did not have a material effect on the Company’s financial position or results of operations.

 
Improving Disclosure About Fair Value Measurements In January 2010, the FASB issued guidance related to improving disclosures about fair value measurements. The guidance requires separate disclosures of the amounts of transfers in and out of Level 1 and Level 2 fair value measurements and a description of the reason for such transfers. In the reconciliation for Level 3 fair value measurements using significant unobservable inputs, information about purchases, sales, issuances and settlements shall be presented separately. These disclosures are required for interim and annual reporting periods and were effective for the Company on January 1, 2010, except for the disclosures related to the purchases, sales, issuances and settlements in the roll forward activity of Level 3 fair value measurements, which are effective on January 1, 2011. The guidance requires additional disclosures but does not impact the Company’s financial position or results of operations.

 
Subsequent Events In February 2010, the FASB issued guidance amending certain recognition and disclosure requirements related to subsequent events. The guidance requires an entity that is an SEC filer to evaluate subsequent events through the date that the financial statements are issued. The guidance also removes the requirement to disclose the date through which subsequent events were evaluated. The guidance related to subsequent events was effective for the Company in the first quarter of 2010. The adoption of this guidance did not impact the Company’s financial position or results of operations.

 
12

 
10.
Comprehensive income (loss)
 
Comprehensive income (loss) is the sum of net income (loss) as reported and other comprehensive income (loss). The Company's other comprehensive income (loss) resulted from gains (losses) on derivative instruments qualifying as hedges and foreign currency translation adjustments. For more information on derivative instruments, see Note 13.

 
Comprehensive income (loss), and the components of other comprehensive income (loss) and related tax effects, were as follows:

   
Three Months Ended
June 30,
 
   
2010
   
2009
 
   
(In thousands)
 
Net income
  $ 48,938     $ 55,311  
Other comprehensive loss:
               
Net unrealized loss on derivative instruments qualifying as hedges:
               
Net unrealized gain (loss) on derivative instruments arising during the period, net of tax of $2,588 and $(4,028) in 2010 and 2009, respectively
    4,637       (6,571 )
Less: Reclassification adjustment for gain on derivative instruments included in net income, net of tax of $3,191 and $11,415 in 2010 and 2009, respectively
    5,259       18,625  
Net unrealized loss on derivative instruments qualifying as hedges
    (622 )     (25,196 )
Foreign currency translation adjustment, net of tax of $307 and $3,711 in 2010 and 2009, respectively
    (476 )     5,756  
      (1,098 )     (19,440 )
Comprehensive income
  $ 47,840     $ 35,871  
                 
   
Six Months Ended
June 30,
 
      2010       2009  
   
(In thousands)
 
Net income (loss)
  $ 90,710     $ (288,491 )
Other comprehensive income (loss):
               
Net unrealized gain (loss) on derivative instruments qualifying as hedges:
               
Net unrealized gain on derivative instruments arising during the period, net of tax of $11,962 and $5,634 in 2010 and 2009, respectively
    19,932       9,193  
Less: Reclassification adjustment for gain (loss) on derivative instruments included in net income (loss), net of tax of $(1,166) and $14,646 in 2010 and 2009, respectively
    (1,850 )     23,896  
Net unrealized gain (loss) on derivative instruments qualifying as hedges
    21,782       (14,703 )
Foreign currency translation adjustment, net of tax of $(929) and $3,875 in 2010 and 2009, respectively
    (1,412 )     6,007  
      20,370       (8,696 )
Comprehensive income (loss)
  $ 111,080     $ (297,187 )

 
13

 
11.
Equity method investments
 
Investments in companies in which the Company has the ability to exercise significant influence over operating and financial policies are accounted for using the equity method. The Company's equity method investments at June 30, 2010, include the Brazilian Transmission Lines.

 
In August 2006, MDU Brasil acquired ownership interests in companies owning the Brazilian Transmission Lines. The interests involve the ENTE (13.3-percent ownership interest), ERTE (13.3-percent ownership interest) and ECTE (25-percent ownership interest) electric transmission lines, which are primarily in northeastern and southern Brazil.

 
In the fourth quarter of 2009, multiple sales agreements were signed with three separate parties for the Company to sell its ownership interests in the Brazilian Transmission Lines. Regulatory approval for the sale has been received. The financial closing of the sale is anticipated to occur later this year. One of the parties will purchase 15.6 percent of the Company’s ownership interests over a four-year period. The other parties will purchase 84.4 percent of the Company’s ownership interests at the financial close of the transaction.

 
At June 30, 2010 and 2009, and December 31, 2009, the Company's equity method investments had total assets of $369.9 million, $348.3 million and $387.0 million, respectively, and long-term debt of $157.1 million, $171.7 million and $176.7 million, respectively. The Company's investment in its equity method investments was approximately $57.9 million, $52.6 million and $62.4 million, including undistributed earnings of $11.1 million, $8.4 million and $9.3 million, at June 30, 2010 and 2009, and December 31, 2009, respectively.

 
14

 
12.
Goodwill and other intangible assets
 
The changes in the carrying amount of goodwill were as follows:
 
Six Months Ended
June 30, 2010
 
Balance
as of
January 1,
2010
   
Goodwill
Acquired
During
the Year*
   
Balance
as of
June 30,
2010
 
   
(In thousands)
 
Electric
  $     $     $  
Natural gas distribution
    345,736             345,736  
Construction services
    100,127       2,764       102,891  
Pipeline and energy services
    7,857       1,880       9,737  
Natural gas and oil production
                 
Construction materials and contracting
    175,743       547       176,290  
Other
                 
Total
  $ 629,463     $ 5,191     $ 634,654  
* Includes purchase price adjustments that were not material related to acquisitions in a prior period.
 

Six Months Ended
June 30, 2009
 
Balance
as of
January 1,
2009
   
Goodwill
Acquired
During
the Year*
   
Balance
as of
June 30,
2009
 
   
(In thousands)
 
Electric
  $     $     $  
Natural gas distribution
    344,952       296       345,248  
Construction services
    95,619       4,398       100,017  
Pipeline and energy services
    1,159             1,159  
Natural gas and oil production
                 
Construction materials and contracting
    174,005       1,702       175,707  
Other
                 
Total
  $ 615,735     $ 6,396     $ 622,131  
* Includes purchase price adjustments that were not material related to acquisitions in a prior period.
 

 

 
15

 


Year Ended
December 31, 2009
 
Balance
as of
January 1,
2009
   
Goodwill
Acquired
During the
Year*
   
Balance
as of
December 31,
2009
   
(In thousands)
Electric
  $     $     $  
Natural gas distribution
    344,952       784       345,736  
Construction services
    95,619       4,508       100,127  
Pipeline and energy services
    1,159       6,698       7,857  
Natural gas and oil production
                 
Construction materials and contracting
    174,005       1,738       175,743  
Other
                 
Total
  $ 615,735     $ 13,728     $ 629,463  
* Includes purchase price adjustments that were not material related to acquisitions in a prior period.

 
Other intangible assets were as follows:

   
June 30,
2010
   
June 30,
2009
   
December 31,
2009
 
   
(In thousands)
 
Customer relationships
  $ 24,942     $ 21,688     $ 24,942  
Accumulated amortization
    (10,688 )     (8,142 )     (9,500 )
      14,254       13,546       15,442  
Noncompete agreements
    9,405       9,792       12,377  
Accumulated amortization
    (6,033 )     (5,942 )     (6,675 )
      3,372       3,850       5,702  
Other
    12,063       10,679       10,859  
Accumulated amortization
    (3,490 )     (2,755 )     (3,026 )
      8,573       7,924       7,833  
Total
  $ 26,199     $ 25,320     $ 28,977  

 
Amortization expense for amortizable intangible assets for the three and six months ended June 30, 2010, was $1.1 million and $2.1 million, respectively. Amortization expense for the three and six months ended June 30, 2009, was $1.2 million and $2.6 million, respectively. Estimated amortization expense for amortizable intangible assets is $4.2 million in 2010, $3.9 million in 2011, $3.8 million in 2012, $3.3 million in 2013, $2.9 million in 2014 and $10.2 million thereafter.

 
16

 
13.
Derivative instruments
 
The Company's policy allows the use of derivative instruments as part of an overall energy price, foreign currency and interest rate risk management program to efficiently manage and minimize commodity price, foreign currency and interest rate risk. As of June 30, 2010, the Company had no outstanding foreign currency or interest rate hedges. The following information should be read in conjunction with Notes 1 and 7 in the Company's Notes to Consolidated Financial Statements in the 2009 Annual Report.
  
 
Cascade and Intermountain
 
At June 30, 2010, Cascade and Intermountain held natural gas swap agreements, with total forward notional volumes of 9.2 million MMBtu, which were not designated as hedges. Cascade and Intermountain utilize natural gas swap agreements to manage a portion of their regulated natural gas supply portfolios in order to manage fluctuations in the price of natural gas related to core customers in accordance with authority granted by the IPUC, WUTC and OPUC. Core customers consist of residential, commercial and smaller industrial customers. The fair value of the derivative instrument must be estimated as of the end of each reporting period and is recorded on the Consolidated Balance Sheets as an asset or a liability. Cascade and Intermountain record periodic changes in the fair market value of the derivative instruments on the Consolidated Balance Sheets as a regulatory asset or a regulatory liability, and settlements of these arrangements are expected to be recovered through the purchased gas cost adjustment mechanism. Gains and losses on the settlements of these derivative instruments are recorded as a component of purchased natural gas sold on the Consolidated Statements of Income as they are recovered through the purchased gas cost adjustment mechanism. Under the terms of these arrangements, Cascade and Intermountain will either pay or receive settlement payments based on the difference between the fixed strike price and the monthly index price applicable to each contract. For the three and six months ended June 30, 2010, Cascade and Intermountain recorded the change in the fair market value of the derivative instruments of $3.9 million and $9.0 million, respectively, as a decrease to regulatory assets.

 
Certain of Cascade's derivative instruments contain credit-risk-related contingent features that permit the counterparties to require collateralization if Cascade's derivative liability positions exceed certain dollar thresholds. The dollar thresholds in certain of Cascade's agreements are determined and may fluctuate based on Cascade's credit rating on its debt. In addition, Cascade's and Intermountain's derivative instruments contain cross-default provisions that state if the entity fails to make payment with respect to certain of its indebtedness, in excess of specified amounts, the counterparties could require early settlement or termination of such entity's derivative instruments in liability positions. The aggregate fair value of Cascade and Intermountain's derivative instruments with credit-risk-related contingent features that are in a liability position at June 30, 2010, was $18.9 million. The aggregate fair value of assets that would have been needed to settle the instruments immediately if the credit-risk-related contingent features were triggered on June 30, 2010, was $18.9 million.

 
Fidelity
 
At June 30, 2010, Fidelity held natural gas swaps and collar agreements with total forward notional volumes of 27.1 million MMBtu, natural gas basis swaps with total forward notional volumes of 17.3 million MMBtu, and oil swap and collar agreements with total forward notional volumes of 2.0 million Bbl, which were designated as cash flow hedging instruments. Fidelity utilizes these derivative instruments to manage a portion of the market risk associated with fluctuations in the price of natural gas and oil and basis differentials on its forecasted sales of natural gas and oil production.

 
17

 
 
The fair value of the derivative instruments must be estimated as of the end of each reporting period and is recorded on the Consolidated Balance Sheets as an asset or liability. Changes in the fair value attributable to the effective portion of hedging instruments, net of tax, are recorded in stockholders' equity as a component of accumulated other comprehensive income (loss). At the date the natural gas and oil quantities are settled, the amounts accumulated in other comprehensive income (loss) are reported in the Consolidated Statements of Income. To the extent that the hedges are not effective, the ineffective portion of the changes in fair market value is recorded directly in earnings. The proceeds received for natural gas and oil production are generally based on market prices.

 
For the three and six months ended June 30, 2010, and 2009, the amount of hedge ineffectiveness was immaterial, and there were no components of the derivative instruments’ gain or loss excluded from the assessment of hedge effectiveness. Gains and losses must be reclassified into earnings as a result of the discontinuance of cash flow hedges if it is probable that the original forecasted transactions will not occur. There were no such reclassifications into earnings as a result of the discontinuance of hedges.

 
Gains and losses on derivative instruments that are reclassified from accumulated other comprehensive income (loss) to current-period earnings are included in operating revenues on the Consolidated Statements of Income. For further information regarding the gains and losses on derivative instruments qualifying as cash flow hedges that were recognized in other comprehensive income (loss) and the gains and losses reclassified from accumulated other comprehensive income (loss) into earnings, see Note 10.

 
As of June 30, 2010, the maximum term of the swap and collar agreements, in which the exposure to the variability in future cash flows for forecasted transactions is being hedged, is 30 months. The Company estimates that over the next 12 months net gains of approximately $14.3 million (after tax) will be reclassified from accumulated other comprehensive income (loss) into earnings, subject to changes in natural gas and oil market prices, as the hedged transactions affect earnings.

 
Certain of Fidelity's derivative instruments contain cross-default provisions that state if Fidelity fails to make payment with respect to certain indebtedness, in excess of specified amounts, the counterparties could require early settlement or termination of derivative instruments in liability positions. The aggregate fair value of Fidelity's derivative instruments with credit-risk-related contingent features that are in a liability position at June 30, 2010, was $2.0 million. The aggregate fair value of assets that would have been needed to settle the instruments immediately if the credit-risk-related contingent features were triggered on June 30, 2010, was $2.0 million.

 
18

 
 
The location and fair value of all of the Company’s derivative instruments in the Consolidated Balance Sheets were as follows:

Asset
Derivatives
Location on
Consolidated
Balance Sheets
 
Fair Value at
June 30,
2010
   
Fair Value at
June 30,
2009
   
Fair Value at
December 31,
2009
 
     
(In thousands)
 
Designated as hedges
Commodity derivative instruments
  $ 24,932     $ 62,047     $ 7,761  
 
Other assets – noncurrent
    8,524       4,217       2,734  
        33,456       66,264       10,495  
Not designated as hedges
Commodity derivative instruments
          1        
 
Other assets – noncurrent
          1        
              2        
Total asset derivatives
    $ 33,456     $ 66,266     $ 10,495  

Liability
Derivatives
Location on
Consolidated
Balance Sheets
 
Fair Value at
June 30,
2010
   
Fair Value at
June 30,
2009
   
Fair Value at
December 31,
2009
 
     
(In thousands)
 
Designated as hedges
Commodity derivative instruments
  $ 1,961     $ 8,440     $ 13,763  
 
Other liabilities – noncurrent
          1,538       114  
        1,961       9,978       13,877  
Not designated as hedges
Commodity derivative instruments
    18,199       48,699       23,144  
 
Other liabilities – noncurrent
    698       10,786       4,756  
        18,897       59,485       27,900  
Total liability derivatives
    $ 20,858     $ 69,463     $ 41,777  
Note: The fair value of the commodity derivative instruments not designated as hedges is presented net of collateral provided to the counterparties by Cascade of $8.5 million at June 30, 2009.
 

 
19

 
14.
Fair value measurements
 
The Company elected to measure its investments in certain fixed-income and equity securities at fair value with changes in fair value recognized in income. The Company anticipates using these investments to satisfy its obligations under its unfunded, nonqualified benefit plans for executive officers and certain key management employees, and invests in these fixed-income and equity securities for the purpose of earning investment returns and capital appreciation. These investments, which totaled $20.2 million, $29.5 million and $34.8 million, as of June 30, 2010 and 2009, and December 31, 2009, respectively, are classified as Investments on the Consolidated Balance Sheets. The decrease in the fair value of these investments for the three and six months ended June 30, 2010, was $1.8 million (before tax) and $970,000 (before tax), respectively. The increase in the fair value of these investments for the three and six months ended June 30, 2009, was $3.7 million (before tax) and $1.8 million (before tax), respectively. The change in fair value, which is considered part of the cost of the plan, is classified in operation and maintenance expense on the Consolidated Statements of Income. The Company did not elect the fair value option for its remaining available-for-sale securities, which are auction rate securities. The Company’s auction rate securities, which totaled $11.4 million at June 30, 2010 and 2009, and December 31, 2009, are accounted for as available-for-sale and are recorded at fair value. The fair value of the auction rate securities approximate cost and, as a result, there are no accumulated unrealized gains or losses recorded in accumulated other comprehensive income (loss) on the Consolidated Balance Sheets related to these investments.

 
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The ASC establishes a hierarchy for grouping assets and liabilities, based on the significance of inputs. The Company’s assets and liabilities measured at fair value on a recurring basis are as follows:

   
Fair Value Measurements at
June 30, 2010, Using
             
   
Quoted Prices in Active Markets for Identical Assets (Level 1)
   
Significant Other Observable Inputs (Level 2)
   
Significant Unobservable Inputs (Level 3)
   
Collateral Provided to Counterparties
   
Balance at June 30, 2010
 
   
(In thousands)
 
Assets:
                             
Money market funds
  $ 8,251     $     $     $     $ 8,251  
Available-for-sale securities:
                                       
Fixed-income securities
          11,400                   11,400  
Insurance contract*
          20,236                   20,236  
Commodity derivative instruments - current
          24,932                   24,932  
Commodity derivative instruments - noncurrent
          8,524                   8,524  
Total assets measured at fair value
  $ 8,251     $ 65,092     $     $     $ 73,343  
Liabilities:
                                       
Commodity derivative instruments - current
  $     $ 20,160     $     $     $ 20,160  
Commodity derivative instruments - noncurrent
          698                   698  
Total liabilities measured at fair value
  $     $ 20,858     $     $     $ 20,858  
* Invested in mutual funds.
 

 
20

 

   
Fair Value Measurements at
June 30, 2009, Using
             
   
Quoted Prices in Active Markets for Identical Assets (Level 1)
   
Significant Other Observable Inputs (Level 2)
   
Significant Unobservable Inputs (Level 3)
   
Collateral Provided to Counterparties
   
Balance at June 30, 2009
 
   
(In thousands)
 
Assets:
                             
Available-for-sale securities
  $ 29,532     $ 11,400     $     $     $ 40,932  
Commodity derivative instruments - current
          62,048                   62,048  
Commodity derivative instruments - noncurrent
          4,218                   4,218  
Total assets measured at fair value
  $ 29,532     $ 77,666     $     $     $ 107,198  
Liabilities:
                                       
Commodity derivative instruments - current
  $     $ 65,604     $     $ 8,465     $ 57,139  
Commodity derivative instruments - noncurrent
          12,324                   12,324  
Total liabilities measured at fair value
  $     $ 77,928     $     $ 8,465     $ 69,463  


   
Fair Value Measurements at
December 31, 2009, Using
             
   
Quoted Prices in Active Markets for Identical Assets (Level 1)
   
Significant Other Observable Inputs (Level 2)
   
Significant Unobservable Inputs (Level 3)
   
Collateral Provided to Counterparties
   
Balance at December 31, 2009
 
   
(In thousands)
 
Assets:
                             
Money market funds
  $ 9,124     $ 151,000     $     $     $ 160,124  
Available-for-sale securities
    9,078       37,141                   46,219  
Commodity derivative instruments - current
          7,761                   7,761  
Commodity derivative instruments - noncurrent
          2,734                   2,734  
Total assets measured at fair value
  $ 18,202     $ 198,636     $     $     $ 216,838  
Liabilities:
                                       
Commodity derivative instruments - current
  $     $ 36,907     $     $     $ 36,907  
Commodity derivative instruments - noncurrent
          4,870                   4,870  
Total liabilities measured at fair value
  $     $ 41,777     $     $     $ 41,777  

 
21

 
 
The estimated fair value of the Company’s Level 1 money market funds is determined using the market approach and is valued at the net asset value of shares held by the Company, based on published market quotations in active markets.

 
The estimated fair value of the Company’s Level 1 available-for-sale securities is determined using the market approach and is based on quoted market prices in active markets for identical equity and fixed-income securities.

 
The estimated fair value of the Company’s Level 2 money market funds and available-for-sale securities is determined using the market approach. The Level 2 money market funds consist of investments in short-term unsecured promissory notes and the value is based on comparable market transactions taking into consideration the credit quality of the issuer.  The estimated fair value of the Company’s Level 2 available for-sale securities is based on comparable market transactions.

 
The estimated fair value of the Company’s Level 2 commodity derivative instruments is based upon futures prices, volatility and time to maturity, among other things. Counterparty statements are utilized to determine the value of the commodity derivative instruments and are reviewed and corroborated using various methodologies and significant observable inputs. The nonperformance risk of the counterparties in addition to the Company’s nonperformance risk is also evaluated.

 
Though the Company believes the methods used to estimate fair value are consistent with those used by other market participants, the use of other methods or assumptions could result in a different estimate of fair value.

 
The Company’s long-term debt is not measured at fair value on the Consolidated Balance Sheets and the fair value is being provided for disclosure purposes only. The estimated fair value of the Company’s long-term debt was based on quoted market prices of the same or similar issues. The estimated fair value of the Company's long-term debt was as follows:

   
Carrying
Amount
   
Fair
Value
 
   
(In thousands)
 
Long-term debt at June 30, 2010
  $ 1,581,265     $ 1,718,477  
Long-term debt at June 30, 2009
  $ 1,664,471     $ 1,538,693  
Long-term debt at December 31, 2009
  $ 1,499,306     $ 1,566,331  

 
The carrying amounts of the Company's remaining financial instruments included in current assets and current liabilities approximate their fair values.

15.
Business segment data
 
The Company’s reportable segments are those that are based on the Company’s method of internal reporting, which generally segregates the strategic business units due to differences in products, services and regulation. The vast majority of the Company’s operations are located within the United States. The Company also has investments in foreign countries, which largely consist of Centennial Resources’ equity method investment in the Brazilian Transmission Lines.

 
22

 

 
The electric segment generates, transmits and distributes electricity in Montana, North Dakota, South Dakota and Wyoming. The natural gas distribution segment distributes natural gas in those states as well as in Idaho, Minnesota, Oregon and Washington. These operations also supply related value-added products and services.

 
The construction services segment specializes in constructing and maintaining electric and communication lines, gas pipelines, fire suppression systems, and external lighting and traffic signalization equipment. This segment also provides utility excavation services and inside electrical wiring, cabling and mechanical services, sells and distributes electrical materials, and manufactures and distributes specialty equipment.

 
The pipeline and energy services segment provides natural gas transportation, underground storage and gathering services through regulated and nonregulated pipeline systems primarily in the Rocky Mountain and northern Great Plains regions of the United States. This segment also provides cathodic protection and other energy-related services.

 
The natural gas and oil production segment is engaged in natural gas and oil acquisition, exploration, development and production activities in the Rocky Mountain and Mid-Continent regions of the United States and in and around the Gulf of Mexico.

 
The construction materials and contracting segment mines aggregates and markets crushed stone, sand, gravel and related construction materials, including ready-mixed concrete, cement, asphalt, liquid asphalt and other value-added products. It also performs integrated contracting services. This segment operates in the central, southern and western United States and Alaska and Hawaii.

 
The Other category includes the activities of Centennial Capital, which insures various types of risks as a captive insurer for certain of the Company’s subsidiaries. The function of the captive insurer is to fund the deductible layers of the insured companies’ general liability and automobile liability coverages. Centennial Capital also owns certain real and personal property. The Other category also includes Centennial Resources' equity method investment in the Brazilian Transmission Lines.

 
23

 
 
The information below follows the same accounting policies as described in Note 1 of the Company’s Notes to Consolidated Financial Statements in the 2009 Annual Report. Information on the Company's businesses was as follows:

Three Months
Ended June 30, 2010
 
External
Operating
Revenues
   
Inter-
segment
Operating
Revenues
   
Earnings
on Common
Stock
 
   
(In thousands)
 
Electric
  $ 45,683     $     $ 4,947  
Natural gas distribution
    160,138             74  
Pipeline and energy services
    66,356       14,143       9,541  
      272,177       14,143       14,562  
Construction services
    188,182       8       2,923  
Natural gas and oil production
    84,406       26,400       24,035  
Construction materials and contracting
    361,625             5,659  
Other
    54       2,213       1,588  
      634,267       28,621       34,205  
Intersegment eliminations
          (42,764 )      
Total
  $ 906,444     $     $ 48,767  

Three Months
Ended June 30, 2009
 
External
Operating
Revenues
   
Inter-
segment
Operating
Revenues
   
Earnings
on Common
Stock
 
   
(In thousands)
 
Electric
  $ 44,508     $     $ 3,263  
Natural gas distribution
    164,158             (4,765 )
Pipeline and energy services
    54,951       13,046       10,876  
      263,617       13,046       9,374  
Construction services
    220,697       10       6,931  
Natural gas and oil production
    84,291       20,488       20,779  
Construction materials and contracting
    389,435             15,983  
Other
          2,699       2,073  
      694,423       23,197       45,766  
Intersegment eliminations
          (36,243 )      
Total
  $ 958,040     $     $ 55,140  

 
24

 
Six Months
Ended June 30, 2010
 
External
Operating
Revenues
   
Inter-
segment
Operating
Revenues
   
Earnings
on Common
Stock
 
   
(In thousands)
 
Electric
  $ 95,379     $     $ 10,832  
Natural gas distribution
    509,162             23,416  
Pipeline and energy services
    127,881       41,228       18,332  
      732,422       41,228       52,580  
Construction services
    341,247       32       3,051  
Natural gas and oil production
    156,066       62,327       46,246  
Construction materials and contracting
    511,432             (14,478 )
Other
    54       4,451       2,968  
      1,008,799       66,810       37,787  
Intersegment eliminations
          (108,038 )      
Total
  $ 1,741,221     $     $ 90,367  

Six Months
Ended June 30, 2009
 
External
Operating
Revenues
   
Inter-
segment
Operating
Revenues
   
Earnings
(Loss)
on Common
Stock
 
   
(In thousands)
 
Electric
  $ 95,755     $     $ 8,329  
Natural gas distribution
    647,313             19,114  
Pipeline and energy services
    115,123       37,973       17,261  
      858,191       37,973       44,704  
Construction services
    465,495       41       15,565  
Natural gas and oil production
    155,450       55,451       (352,537 )
Construction materials and contracting
    572,909             330  
Other
          5,398       3,104  
      1,193,854       60,890       (333,538 )
Intersegment eliminations
          (98,863 )      
Total
  $ 2,052,045     $     $ (288,834 )

 
Earnings from electric, natural gas distribution and pipeline and energy services are substantially all from regulated operations. Earnings from construction services, natural gas and oil production, construction materials and contracting, and other are all from nonregulated operations.

16.
Acquisitions
 
During the first six months of 2010, the Company acquired natural gas properties located in the Green River Basin in southwest Wyoming, with an October 1, 2009, effective date. The acquisition includes the purchase of over 60 Bcfe of proven reserves. The total purchase consideration for these properties and purchase price adjustments with respect to acquisitions made prior to 2010, consisting of the Company’s common stock and cash, was approximately $108.1 million.

 
25

 
 
The above acquisition was accounted for under the purchase method of accounting and, accordingly, the acquired assets and liabilities assumed have been preliminarily recorded at their respective fair values as of the date of acquisition. The final fair market values are pending the completion of the review of the relevant assets and liabilities identified as of the acquisition date. The results of operations of the acquired properties are included in the financial statements as of the date of acquisition. Pro forma financial amounts reflecting the effects of the above acquisition have not been presented, as the acquisition was not material to the Company’s financial position or results of operations.

17.
Employee benefit plans
 
The Company has noncontributory defined benefit pension plans and other postretirement benefit plans for certain eligible employees. Components of net periodic benefit cost for the Company's pension and other postretirement benefit plans were as follows:

Three Months
 
Pension Benefits
   
Other
Postretirement
Benefits
 
Ended June 30,
 
2010
   
2009
   
2010
   
2009
 
   
(In thousands)
 
Components of net periodic benefit cost:
                       
Service cost
  $ 501     $ 1,966     $ 374     $ 651  
Interest cost
    4,004       5,430       1,317       1,530  
Expected return on assets
    (4,992 )     (5,673 )     (1,577 )     (1,544 )
Amortization of prior service cost (credit)
    31       151       (915 )     (810 )
Amortization of net actuarial loss
    256       643       67       170  
Amortization of net transition obligation
                613       625  
Net periodic benefit cost, including amount capitalized
    (200 )     2,517       (121 )     622  
Less amount capitalized
    107       484       37       (23 )
Net periodic benefit cost
  $ (307 )   $ 2,033     $ (158 )   $ 645  
                                 
Six Months
 
Pension Benefits
   
Other
Postretirement
Benefits
 
Ended June 30,
    2010       2009       2010       2009  
   
(In thousands)
 
Components of net periodic benefit cost:
                               
Service cost
  $ 1,305     $ 4,063     $ 731     $ 1,091  
Interest cost
    8,930       10,959       2,594       2,725  
Expected return on assets
    (10,684 )     (12,530 )     (2,969 )     (2,817 )
Amortization of prior service cost (credit)
    69       302       (1,779 )     (1,378 )
Amortization of net actuarial loss
    1,228       817       455       355  
Amortization of net transition obligation
                1,145       1,063  
Net periodic benefit cost, including amount capitalized
    848       3,611       177       1,039  
Less amount capitalized
    383       765       84       23  
Net periodic benefit cost
  $ 465     $ 2,846     $ 93