x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
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THE SECURITIES EXCHANGE ACT OF 1934
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For The Quarterly Period Ended June 30, 2011
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OR
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
|
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THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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41-0423660
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Large accelerated filer x
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company o
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2010 Annual Report
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Company's Annual Report on Form 10-K for the year ended December 31, 2010
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Alusa
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Tecnica de Engenharia Electrica - Alusa
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ASC
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FASB Accounting Standards Codification
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BART
|
Best available retrofit technology
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Bbl
|
Barrel
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Big Stone Station
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450-MW coal-fired electric generating facility near Big Stone City, South Dakota (22.7 percent ownership)
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Big Stone Station II
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Formerly proposed coal-fired electric generating facility near Big Stone City, South Dakota (the Company had anticipated ownership of at least 116 MW)
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Bitter Creek
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Bitter Creek Pipelines, LLC, an indirect wholly owned subsidiary of WBI Holdings
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Brazilian Transmission Lines
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Company's equity method investment in the company owning ECTE, ENTE and ERTE (ownership interests in ENTE and ERTE and a portion of the ownership interests in ECTE were sold in the fourth quarter of 2010)
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Btu
|
British thermal unit
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Cascade
|
Cascade Natural Gas Corporation, an indirect wholly owned subsidiary of MDU Energy Capital
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CELESC
|
Centrais Elétricas de Santa Catarina S.A.
|
CEM
|
Colorado Energy Management, LLC, a former direct wholly owned subsidiary of Centennial Resources (sold in the third quarter of 2007)
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CEMIG
|
Companhia Energética de Minas Gerais
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Centennial
|
Centennial Energy Holdings, Inc., a direct wholly owned subsidiary of the Company
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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
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Clean Air Act
|
Federal Clean Air Act
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Colorado State District Court
|
Colorado Thirteenth Judicial District Court, Yuma County
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Company
|
MDU Resources Group, Inc.
|
dk
|
Decatherm
|
Dodd-Frank Act
|
Dodd-Frank Wall Street Reform and Consumer Protection Act
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ECTE
|
Company's equity method investment in Empresa Catarinense de Transmissão de Energia S.A. (10.01 percent ownership interest at June 30, 2011, 14.99 percent ownership interest sold in the fourth quarter of 2010)
|
ENTE
|
Empresa Norte de Transmissão de Energia S.A. (entire 13.3 percent ownership interest sold in the fourth quarter of 2010)
|
EPA
|
U.S. Environmental Protection Agency
|
ERISA
|
Employee Retirement Income Security Act of 1974
|
ERTE
|
Empresa Regional de Transmissão de Energia S.A. (entire 13.3 percent ownership interest sold in the fourth quarter of 2010)
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Exchange Act
|
Securities Exchange Act of 1934, as amended
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FASB
|
Financial Accounting Standards Board
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Fidelity
|
Fidelity Exploration & Production Company, a direct wholly owned subsidiary of WBI Holdings
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GAAP
|
Accounting principles generally accepted in the United States of America
|
GHG
|
Greenhouse gas
|
Great Plains
|
Great Plains Natural Gas Co., a public utility division of the Company
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IFRS
|
International Financial Reporting Standards
|
Intermountain
|
Intermountain Gas Company, an indirect wholly owned subsidiary of MDU Energy Capital
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IPUC
|
Idaho Public Utilities Commission
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Knife River
|
Knife River Corporation, a direct wholly owned subsidiary of Centennial
|
Knife River – Northwest
|
Knife River Corporation – Northwest, an indirect wholly owned subsidiary of Knife River (previously Morse Bros., Inc., name changed effective January 1, 2010)
|
kWh
|
Kilowatt-hour
|
LPP
|
Lea Power Partners, LLC, a former indirect wholly owned subsidiary of Centennial Resources (member interests were sold in October 2006)
|
LTM
|
LTM, Inc., an indirect wholly owned subsidiary of Knife River
|
LWG
|
Lower Willamette Group
|
MBbls
|
Thousands of barrels
|
Mcf
|
Thousand cubic feet
|
MDU Brasil
|
MDU Brasil Ltda., an indirect wholly owned subsidiary of Centennial Resources
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MDU Construction Services
|
MDU Construction Services Group, Inc., a direct wholly owned subsidiary of Centennial
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MDU Energy Capital
|
MDU Energy Capital, LLC, a direct wholly owned subsidiary of the Company
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Mine Safety Act
|
Federal Mine Safety and Health Act of 1977, as amended by the Mine Improvement and New Emergency Response Act of 2006
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MMBtu
|
Million Btu
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MMcf
|
Million cubic feet
|
MMcfe
|
Million cubic feet equivalent – natural gas equivalents are determined using the ratio of six Mcf of natural gas to one Bbl of oil
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MMdk
|
Million decatherms
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Montana-Dakota
|
Montana-Dakota Utilities Co., a public utility division of the Company
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Montana District Court
|
Montana Seventeenth Judicial District Court, Phillips County
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MPPAA
|
Multiemployer Pension Plan Amendments Act of 1980
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MTPSC
|
Montana Public Service Commission
|
MW
|
Megawatt
|
NDPSC
|
North Dakota Public Service Commission
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Oil
|
Includes crude oil, condensate and natural gas liquids
|
OPUC
|
Oregon Public Utility Commission
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Oregon Circuit Court
|
Circuit Court of the State of Oregon for the County of Klamath
|
Oregon DEQ
|
Oregon State Department of Environmental Quality
|
Prairielands
|
Prairielands Energy Marketing, Inc., an indirect wholly owned subsidiary of WBI Holdings
|
PRP
|
Potentially Responsible Party
|
RCRA
|
Resource Conservation and Recovery Act
|
ROD
|
Record of Decision
|
SEC
|
U.S. Securities and Exchange Commission
|
Securities Act
|
Securities Act of 1933, as amended
|
SourceGas
|
SourceGas Distribution LLC
|
WBI Holdings
|
WBI Holdings, Inc., a direct wholly owned subsidiary of Centennial
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Williston Basin
|
Williston Basin Interstate Pipeline Company, an indirect wholly owned subsidiary of WBI Holdings
|
WUTC
|
Washington Utilities and Transportation Commission
|
Part I -- Financial Information
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Page
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Consolidated Statements of Income --
|
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Three and Six Months Ended June 30, 2011 and 2010
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7
|
Consolidated Balance Sheets --
|
|
June 30, 2011 and 2010, and December 31, 2010
|
9
|
Consolidated Statements of Cash Flows --
|
|
Six Months Ended June 30, 2011 and 2010
|
10
|
Notes to Consolidated Financial Statements
|
11
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
36
|
Quantitative and Qualitative Disclosures About Market Risk
|
58
|
Controls and Procedures
|
60
|
Part II -- Other Information
|
|
Legal Proceedings
|
60
|
Risk Factors
|
60
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
63
|
Other Information
|
64
|
Exhibits
|
67
|
Signatures
|
68
|
|
|
Exhibit Index
|
69
|
Exhibits
|
Three Months Ended
June 30,
|
Six Months Ended
June 30,
|
|||||||||||||||
2011
|
2010
|
2011
|
2010
|
|||||||||||||
(In thousands, except per share amounts)
|
||||||||||||||||
Operating revenues:
|
||||||||||||||||
Electric, natural gas distribution and pipeline and energy services
|
$ | 274,538 | $ | 272,177 | $ | 752,018 | $ | 732,422 | ||||||||
Construction services, natural gas and oil production, construction materials and contracting, and other
|
656,219 | 634,267 | 1,080,544 | 1,008,799 | ||||||||||||
Total operating revenues
|
930,757 | 906,444 | 1,832,562 | 1,741,221 | ||||||||||||
Operating expenses:
|
||||||||||||||||
Fuel and purchased power
|
14,474 | 13,106 | 31,428 | 30,017 | ||||||||||||
Purchased natural gas sold
|
101,538 | 97,441 | 346,224 | 331,133 | ||||||||||||
Operation and maintenance:
|
||||||||||||||||
Electric, natural gas distribution and pipeline and energy services
|
70,028 | 68,437 | 137,989 | 131,421 | ||||||||||||
Construction services, natural gas and oil production, construction materials and contracting, and other
|
536,608 | 516,854 | 896,408 | 830,642 | ||||||||||||
Depreciation, depletion and amortization
|
83,290 | 81,547 | 167,964 | 160,225 | ||||||||||||
Taxes, other than income
|
42,516 | 40,397 | 92,181 | 86,192 | ||||||||||||
Total operating expenses
|
848,454 | 817,782 | 1,672,194 | 1,569,630 | ||||||||||||
Operating income
|
82,303 | 88,662 | 160,368 | 171,591 | ||||||||||||
Earnings from equity method investments
|
949 | 2,260 | 1,433 | 4,443 | ||||||||||||
Other income
|
1,908 | 2,686 | 3,809 | 5,188 | ||||||||||||
Interest expense
|
20,036 | 20,490 | 42,053 | 41,006 | ||||||||||||
Income before income taxes
|
65,124 | 73,118 | 123,557 | 140,216 | ||||||||||||
Income taxes
|
19,889 | 24,180 | 35,793 | 49,506 | ||||||||||||
Income from continuing operations
|
45,235 | 48,938 | 87,764 | 90,710 | ||||||||||||
Income (loss) from discontinued operations, net of tax (Note 9)
|
(168 | ) | — | 280 | — | |||||||||||
Net income
|
45,067 | 48,938 | 88,044 | 90,710 | ||||||||||||
Dividends on preferred stocks
|
171 | 171 | 342 | 343 | ||||||||||||
Earnings on common stock
|
$ | 44,896 | $ | 48,767 | $ | 87,702 | $ | 90,367 |
Three Months Ended
June 30,
|
Six Months Ended
June 30,
|
|||||||||||||||
2011
|
2010
|
2011
|
2010
|
|||||||||||||
(In thousands, except per share amounts)
|
||||||||||||||||
Earnings per common share -- basic:
|
||||||||||||||||
Earnings before discontinued operations
|
$ | .24 | $ | .26 | $ | .46 | $ | .48 | ||||||||
Discontinued operations, net of tax
|
— | — | — | — | ||||||||||||
Earnings per common share -- basic
|
$ | .24 | $ | .26 | $ | .46 | $ | .48 | ||||||||
Earnings per common share -- diluted:
|
||||||||||||||||
Earnings before discontinued operations
|
$ | .24 | $ | .26 | $ | .46 | $ | .48 | ||||||||
Discontinued operations, net of tax
|
— | — | — | — | ||||||||||||
Earnings per common share -- diluted
|
$ | .24 | $ | .26 | $ | .46 | $ | .48 | ||||||||
Dividends per common share
|
$ | .1625 | $ | .1575 | $ | .3250 | $ | .3150 | ||||||||
Weighted average common shares outstanding -- basic
|
188,794 | 188,129 | 188,732 | 188,047 | ||||||||||||
Weighted average common shares outstanding -- diluted
|
188,968 | 188,267 | 188,903 | 188,198 |
June 30,
2011
|
June 30,
2010
|
December 31,
2010
|
||||||||||
(In thousands, except shares and per share amounts)
|
||||||||||||
ASSETS
|
||||||||||||
Current assets:
|
||||||||||||
Cash and cash equivalents
|
$ | 107,768 | $ | 65,792 | $ | 222,074 | ||||||
Receivables, net
|
566,366 | 502,454 | 583,743 | |||||||||
Inventories
|
277,327 | 260,163 | 252,897 | |||||||||
Deferred income taxes
|
33,732 | 17,755 | 32,890 | |||||||||
Commodity derivative instruments
|
14,234 | 24,932 | 15,123 | |||||||||
Prepayments and other current assets
|
71,604 | 98,203 | 60,441 | |||||||||
Total current assets
|
1,071,031 | 969,299 | 1,167,168 | |||||||||
Investments
|
116,368 | 142,212 | 103,661 | |||||||||
Property, plant and equipment
|
7,394,616 | 7,085,632 | 7,218,503 | |||||||||
Less accumulated depreciation, depletion and amortization
|
3,236,417 | 3,000,663 | 3,103,323 | |||||||||
Net property, plant and equipment
|
4,158,199 | 4,084,969 | 4,115,180 | |||||||||
Deferred charges and other assets:
|
||||||||||||
Goodwill
|
634,931 | 634,654 | 634,633 | |||||||||
Other intangible assets, net
|
23,337 | 26,199 | 25,271 | |||||||||
Other
|
253,515 | 255,473 | 257,636 | |||||||||
Total deferred charges and other assets
|
911,783 | 916,326 | 917,540 | |||||||||
Total assets
|
$ | 6,257,381 | $ | 6,112,806 | $ | 6,303,549 | ||||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||||||
Current liabilities:
|
||||||||||||
Short-term borrowings
|
$ | — | $ | 3,700 | $ | 20,000 | ||||||
Long-term debt due within one year
|
62,571 | 72,551 | 72,797 | |||||||||
Accounts payable
|
304,049 | 266,069 | 301,132 | |||||||||
Taxes payable
|
45,065 | 39,976 | 56,186 | |||||||||
Dividends payable
|
30,850 | 29,802 | 30,773 | |||||||||
Accrued compensation
|
37,978 | 35,989 | 40,121 | |||||||||
Commodity derivative instruments
|
18,686 | 20,160 | 24,428 | |||||||||
Other accrued liabilities
|
224,220 | 172,446 | 222,639 | |||||||||
Total current liabilities
|
723,419 | 640,693 | 768,076 | |||||||||
Long-term debt
|
1,369,534 | 1,508,714 | 1,433,955 | |||||||||
Deferred credits and other liabilities:
|
||||||||||||
Deferred income taxes
|
727,562 | 627,256 | 672,269 | |||||||||
Other liabilities
|
711,516 | 708,403 | 736,447 | |||||||||
Total deferred credits and other liabilities
|
1,439,078 | 1,335,659 | 1,408,716 | |||||||||
Commitments and contingencies
|
||||||||||||
Stockholders' equity:
|
||||||||||||
Preferred stocks
|
15,000 | 15,000 | 15,000 | |||||||||
Common stockholders' equity:
|
||||||||||||
Common stock
|
||||||||||||
Shares issued -- $1.00 par value, 189,332,485 at June 30, 2011, 188,672,532 at June 30, 2010 and 188,901,379 at December 31, 2010
|
189,332 | 188,673 | 188,901 | |||||||||
Other paid-in capital
|
1,033,366 | 1,020,206 | 1,026,349 | |||||||||
Retained earnings
|
1,523,546 | 1,407,950 | 1,497,439 | |||||||||
Accumulated other comprehensive loss
|
(32,268 | ) | (463 | ) | (31,261 | ) | ||||||
Treasury stock at cost – 538,921 shares
|
(3,626 | ) | (3,626 | ) | (3,626 | ) | ||||||
Total common stockholders' equity
|
2,710,350 | 2,612,740 | 2,677,802 | |||||||||
Total stockholders' equity
|
2,725,350 | 2,627,740 | 2,692,802 | |||||||||
Total liabilities and stockholders' equity
|
$ | 6,257,381 | $ | 6,112,806 | $ | 6,303,549 |
Six Months Ended
June 30,
|
||||||||
2011
|
2010
|
|||||||
(In thousands)
|
||||||||
Operating activities:
|
||||||||
Net income
|
$ | 88,044 | $ | 90,710 | ||||
Income from discontinued operations, net of tax
|
280 | — | ||||||
Income from continuing operations
|
87,764 | 90,710 | ||||||
Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||||
Depreciation, depletion and amortization
|
167,964 | 160,225 | ||||||
Earnings, net of distributions, from equity method investments
|
512 | (1,899 | ) | |||||
Deferred income taxes
|
60,960 | 35,758 | ||||||
Changes in current assets and liabilities, net of acquisitions:
|
||||||||
Receivables
|
17,259 | 27,149 | ||||||
Inventories
|
(29,154 | ) | (12,442 | ) | ||||
Other current assets
|
(19,600 | ) | (32,471 | ) | ||||
Accounts payable
|
(3,197 | ) | (13,164 | ) | ||||
Other current liabilities
|
(9,753 | ) | (45,613 | ) | ||||
Other noncurrent changes
|
(17,969 | ) | (4,882 | ) | ||||
Net cash provided by continuing operations
|
254,786 | 203,371 | ||||||
Net cash used in discontinued operations
|
(491 | ) | — | |||||
Net cash provided by operating activities
|
254,295 | 203,371 | ||||||
Investing activities:
|
||||||||
Capital expenditures
|
(224,934 | ) | (237,535 | ) | ||||
Acquisitions, net of cash acquired
|
(157 | ) | (106,548 | ) | ||||
Net proceeds from sale or disposition of property
|
16,145 | 11,972 | ||||||
Investments
|
(9,955 | ) | 1,228 | |||||
Net cash used in continuing operations
|
(218,901 | ) | (330,883 | ) | ||||
Net cash provided by discontinued operations
|
— | — | ||||||
Net cash used in investing activities
|
(218,901 | ) | (330,883 | ) | ||||
Financing activities:
|
||||||||
Repayment of short-term borrowings
|
(20,000 | ) | (6,600 | ) | ||||
Issuance of long-term debt
|
6,000 | 82,992 | ||||||
Repayment of long-term debt
|
(81,202 | ) | (814 | ) | ||||
Proceeds from issuance of common stock
|
5,744 | 1,739 | ||||||
Dividends paid
|
(61,623 | ) | (59,545 | ) | ||||
Excess tax benefit on stock-based compensation
|
1,248 | 548 | ||||||
Net cash provided by (used in) continuing operations
|
(149,833 | ) | 18,320 | |||||
Net cash provided by discontinued operations
|
— | — | ||||||
Net cash provided by (used in) financing activities
|
(149,833 | ) | 18,320 | |||||
Effect of exchange rate changes on cash and cash equivalents
|
133 | (130 | ) | |||||
Decrease in cash and cash equivalents
|
(114,306 | ) | (109,322 | ) | ||||
Cash and cash equivalents -- beginning of year
|
222,074 | 175,114 | ||||||
Cash and cash equivalents -- end of period
|
$ | 107,768 | $ | 65,792 |
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 2010 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 2010 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, 2011, 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.
|
Accounts receivable and allowance for doubtful accounts
|
|
Accounts receivable consists primarily of trade receivables from the sale of goods and services which are recorded at the invoiced amount net of allowance for doubtful accounts, and costs and estimated earnings in excess of billings on uncompleted contracts. The total balance of receivables past due 90 days or more was $41.4 million and $21.6 million as of June 30, 2011 and December 31, 2010, respectively.
|
|
The allowance for doubtful accounts is determined through a review of past due balances and other specific account data. Account balances are written off when management determines the amounts to be uncollectible. The Company's allowance for doubtful accounts as of June 30, 2011 and 2010, and December 31, 2010, was $14.2 million, $14.9 million and $15.3 million, respectively.
|
4.
|
Inventories and natural gas in storage
|
|
Inventories, other than natural gas in storage for the Company's regulated operations, were stated at the lower of average cost or market value. 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. Inventories consisted of:
|
June 30,
2011
|
June 30,
2010
|
December 31,
2010
|
||||||||||
(In thousands)
|
||||||||||||
Aggregates held for resale
|
$ | 82,936 | $ | 83,535 | $ | 79,894 | ||||||
Materials and supplies
|
65,363 | 62,070 | 57,324 | |||||||||
Natural gas in storage (current)
|
11,993 | 14,269 | 34,557 | |||||||||
Merchandise for resale
|
33,435 | 28,438 | 30,182 | |||||||||
Asphalt oil
|
55,729 | 51,956 | 25,234 | |||||||||
Other
|
27,871 | 19,895 | 25,706 | |||||||||
Total
|
$ | 277,327 | $ | 260,163 | $ | 252,897 |
|
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 $47.2 million, $59.3 million, and $48.0 million at June 30, 2011 and 2010, and December 31, 2010, respectively.
|
5.
|
Earnings per common share
|
|
Basic earnings per common share were computed by dividing earnings 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 and performance share awards. For the three and six months ended June 30, 2011 and 2010, there were no shares excluded from the calculation of diluted earnings per share. Common stock outstanding includes issued shares less shares held in treasury.
|
6.
|
Cash flow information
|
|
Cash expenditures for interest and income taxes were as follows:
|
Six Months Ended
June 30,
|
||||||||
2011
|
2010
|
|||||||
(In thousands)
|
||||||||
Interest, net of amount capitalized
|
$ | 40,646 | $ | 39,652 | ||||
Income taxes
|
$ | 12,887 | $ | 36,011 |
7.
|
New accounting standards
|
|
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 were effective on January 1, 2011. The guidance requires additional disclosures, but it will not impact the Company's financial position, results of operations or cash flows.
|
|
Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs In May 2011, the FASB issued guidance on fair value measurement and disclosure requirements. The guidance generally clarifies the application of existing requirements on topics including the concepts of highest and best use and valuation premise and disclosing quantitative information about the unobservable inputs used in the measurement of instruments categorized within Level 3 of the fair value hierarchy. Additionally, the guidance includes changes on topics such as measuring fair value of financial instruments that are managed within a portfolio and additional disclosure for fair value measurements categorized within Level 3 of the fair value hierarchy. This guidance is effective for the Company on January 1, 2012. The Company is evaluating the effects that adoption of this guidance will have.
|
|
Presentation of Comprehensive Income In June 2011, the FASB issued guidance on the presentation of comprehensive income. This guidance eliminates the option of presenting components of other comprehensive income as part of the statement of stockholders' equity. The guidance will allow the Company the option to present the total of comprehensive income, the components of net income and the components of other comprehensive income in either a single continuous statement of comprehensive income or in two separate but consecutive statements. This guidance is effective for the Company on January 1, 2012, and must be applied retrospectively. The Company is evaluating the effects of this guidance on disclosure, but it will not impact the Company's financial position, results of operations or cash flows.
|
8.
|
Comprehensive income
|
|
Comprehensive income is the sum of net income as reported and other comprehensive income (loss). The Company's other comprehensive income (loss) resulted from gains (losses) on derivative instruments qualifying as hedges, foreign currency translation adjustments and gains on available-for-sale investments. For more information on derivative instruments, see Note 12.
|
|
Comprehensive income, and the components of other comprehensive income (loss) and related tax effects, were as follows:
|
Three Months Ended
June 30,
|
||||||||
2011
|
2010
|
|||||||
(In thousands)
|
||||||||
Net income
|
$ | 45,067 | $ | 48,938 | ||||
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 $10,576 and $2,588 in 2011 and 2010, respectively
|
17,057 | 4,637 | ||||||
Less: Reclassification adjustment for gain (loss) on derivative instruments included in net income, net of tax of $(2,191) and $3,191 in 2011 and 2010, respectively
|
(3,650 | ) | 5,259 | |||||
Net unrealized gain (loss) on derivative instruments qualifying as hedges
|
20,707 | (622 | ) | |||||
Foreign currency translation adjustment, net of tax of $32 and $(307) in 2011 and 2010, respectively
|
50 | (476 | ) | |||||
Net unrealized gains on available-for-sale investments, net of tax of $47 in 2011
|
87 | — | ||||||
20,844 | (1,098 | ) | ||||||
Comprehensive income
|
$ | 65,911 | $ | 47,840 |
Six Months Ended
June 30,
|
||||||||
2011
|
2010
|
|||||||
(In thousands)
|
||||||||
Net income
|
$ | 88,044 | $ | 90,710 | ||||
Other comprehensive income (loss):
|
||||||||
Net unrealized gain (loss) on derivative instruments qualifying as hedges:
|
||||||||
Net unrealized gain (loss) on derivative instruments arising during the period, net of tax of $(388) and $11,962 in 2011 and 2010, respectively
|
(1,217 | ) | 19,932 | |||||
Less: Reclassification adjustment for gain (loss) on derivative instruments included in net income, net of tax of $91 and $(1,166) in 2011 and 2010, respectively
|
155 | (1,850 | ) | |||||
Net unrealized gain (loss) on derivative instruments qualifying as hedges
|
(1,372 | ) | 21,782 | |||||
Foreign currency translation adjustment, net of tax of $170 and $(929) in 2011 and 2010, respectively
|
262 | (1,412 | ) | |||||
Net unrealized gains on available-for-sale investments, net of tax of $55 in 2011
|
103 | — | ||||||
(1,007 | ) | 20,370 | ||||||
Comprehensive income
|
$ | 87,037 | $ | 111,080 |
9.
|
Discontinued operations
|
|
In 2007, Centennial Resources sold CEM to Bicent Power LLC. In connection with the sale, Centennial Resources agreed to indemnify Bicent Power LLC and its affiliates from certain third party claims arising out of or in connection with Centennial Resources' ownership or operation of CEM prior to the sale. In addition, Centennial had previously guaranteed CEM's obligations under a construction contract. The Company incurred legal expenses related to this matter and had an income tax benefit related to favorable resolution of certain tax matters in the first quarter of 2011, which are reflected as discontinued operations in the consolidated financial statements and accompanying notes. Discontinued operations are included in the Other category. For further information, see Note 18.
|
10.
|
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, 2011, include ECTE.
|
|
In August 2006, MDU Brasil acquired ownership interests in the Brazilian Transmission Lines. The electric transmission lines are primarily in northeastern and southern Brazil. The transmission contracts provide for revenues denominated in the Brazilian Real, annual inflation adjustments and change in tax law adjustments. The functional currency for the Brazilian Transmission Lines is the Brazilian Real.
|
|
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. In November 2010, the Company completed the sale of its entire ownership interest in
|
|
ENTE and ERTE and 59.96 percent of its ownership interest in ECTE. One of the parties will purchase the Company's remaining ownership interests in ECTE over a four-year period. Alusa, CEMIG and CELESC hold the remaining ownership interests in ECTE.
|
|
At June 30, 2011 and 2010, and December 31, 2010, the Company's equity method investments had total assets of $107.7 million, $369.9 million and $107.4 million, respectively, and long-term debt of $49.6 million, $157.1 million and $30.1 million, respectively. The Company's investment in its equity method investments was approximately $11.4 million, $57.9 million and $10.9 million, including undistributed earnings of $2.1 million, $11.1 million and $1.9 million, at June 30, 2011 and 2010, and December 31, 2010, respectively.
|
11.
|
Goodwill and other intangible assets
|
|
The changes in the carrying amount of goodwill were as follows:
|
Balance
|
Goodwill
|
Balance
|
||||||||||
as of
|
Acquired
|
as of
|
||||||||||
Six Months Ended
|
January 1,
|
During
|
June 30,
|
|||||||||
June 30, 2011
|
2011* |
the Year**
|
2011* | |||||||||
(In thousands)
|
||||||||||||
Electric
|
$ | — | $ | — | $ | — | ||||||
Natural gas distribution
|
345,736 | — | 345,736 | |||||||||
Construction services
|
102,870 | 298 | 103,168 | |||||||||
Pipeline and energy services
|
9,737 | — | 9,737 | |||||||||
Natural gas and oil production
|
— | — | — | |||||||||
Construction materials and contracting
|
176,290 | — | 176,290 | |||||||||
Other
|
— | — | — | |||||||||
Total
|
$ | 634,633 | $ | 298 | $ | 634,931 | ||||||
*Balance is presented net of accumulated impairment of $12.3 million at the pipeline and energy services segment, which occurred in prior periods.
** Includes a purchase price adjustment that was not material related to an acquisition in a prior period.
|
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 | ||||||
*Balance is presented net of accumulated impairment of $12.3 million at the pipeline and energy services segment, which occurred in prior periods.
** Includes purchase price adjustments that were not material related to acquisitions in a prior period.
|
Balance
|
Goodwill
|
Balance
|
|||||||||||
as of
|
Acquired
|
as of
|
|||||||||||
Year Ended
|
January 1,
|
During the
|
December 31,
|
||||||||||
December 31, 2010
|
2010* |
Year**
|
2010* | ||||||||||
(In thousands)
|
|||||||||||||
Electric
|
$ | — | $ | — | $ | — | |||||||
Natural gas distribution
|
345,736 | — | 345,736 | ||||||||||
Construction services
|
100,127 | 2,743 | 102,870 | ||||||||||
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 | $ | 5,170 | $ | 634,633 | |||||||
*Balance is presented net of accumulated impairment of $12.3 million at the pipeline and energy services segment, which occurred in prior periods.
** Includes purchase price adjustments that were not material related to acquisitions in a prior period.
|
|
Other amortizable intangible assets were as follows:
|
June 30,
2011
|
June 30,
2010
|
December 31,
2010
|
||||||||||
(In thousands)
|
||||||||||||
Customer relationships
|
$ | 21,702 | $ | 24,942 | $ | 24,942 | ||||||
Accumulated amortization
|
(9,395 | ) | (10,688 | ) | (11,625 | ) | ||||||
12,307 | 14,254 | 13,317 | ||||||||||
Noncompete agreements
|
7,685 | 9,405 | 9,405 | |||||||||
Accumulated amortization
|
(5,062 | ) | (6,033 | ) | (6,425 | ) | ||||||
2,623 | 3,372 | 2,980 | ||||||||||
Other
|
12,899 | 12,063 | 13,217 | |||||||||
Accumulated amortization
|
(4,492 | ) | (3,490 | ) | (4,243 | ) | ||||||
8,407 | 8,573 | 8,974 | ||||||||||
Total
|
$ | 23,337 | $ | 26,199 | $ | 25,271 |
|
Amortization expense for amortizable intangible assets for the three and six months ended June 30, 2011, was $1.0 million and $1.9 million, respectively. 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. Estimated amortization expense for amortizable intangible assets is $4.0 million in 2011, $3.9 million in 2012, $3.7 million in 2013, $3.4 million in 2014, $2.7 million in 2015 and $7.5 million thereafter.
|
12.
|
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, 2011, 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 2010 Annual Report.
|
|
Cascade and Intermountain
|
|
At June 30, 2011, Cascade held natural gas swap agreements, with total forward notional volumes of 676,000 MMBtu, which were not designated as hedges. Cascade utilizes, and Intermountain periodically utilizes, 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. Periodic changes in the fair market value of the derivative instruments are recorded 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, 2011, Cascade recorded the change in the fair market value of the derivative instruments of $1.9 million and $8.5 million, respectively, as a decrease to regulatory assets. 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 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's derivative instruments with credit-risk-related contingent features that are in a liability position at June 30, 2011, was $900,000. 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, 2011, was $900,000.
|
|
Fidelity
|
|
At June 30, 2011, Fidelity held natural gas swap agreements with total forward notional volumes of 23.3 million MMBtu, natural gas basis swap agreements with total forward notional volumes of 12.9 million MMBtu, and oil swap, collar and put option agreements with total forward notional volumes of 3.7 million Bbl, all of which were designated as cash flow hedging instruments. At June 30, 2011, Fidelity held an oil call option agreement with total forward notional volumes of 184,000 Bbl, which did not qualify for hedge accounting. 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.
|
|
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.
|
|
The amount of hedge ineffectiveness was immaterial for the three and six months ended June 30, 2011, and 2010, 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. The gain on the derivative instrument that did not qualify for hedge accounting was reported in operating revenues on the Consolidated Statements of Income and was $1.9 million (before tax) and $179,000 (before tax) for the three and six months ended June 30, 2011, respectively.
|
|
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 8.
|
|
As of June 30, 2011, the maximum term of the derivative instruments, in which the exposure to the variability in future cash flows for forecasted transactions is being hedged, is 30 months. Based on June 30, 2011, fair values, over the next 12 months net losses of approximately $2.3 million (after tax) are estimated to 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 or any of its affiliates 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, 2011, was $24.5 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, 2011, was $24.5 million.
|
|
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,
2011
|
Fair Value at
June 30,
2010
|
Fair Value at
December 31,
2010
|
|||||||||
(In thousands)
|
|||||||||||||
Designated as hedges
|
Commodity derivative instruments
|
$ | 14,040 | $ | 24,932 | $ | 15,123 | ||||||
Other assets – noncurrent
|
6,265 | 8,524 | 4,104 | ||||||||||
20,305 | 33,456 | 19,227 | |||||||||||
Not designated as hedges
|
Commodity derivative instruments
|
194 | — | — | |||||||||
Other assets – noncurrent
|
— | — | — | ||||||||||
194 | — | — | |||||||||||
Total asset derivatives
|
$ | 20,499 | $ | 33,456 | $ | 19,227 |
Liability
Derivatives
|
Location on
Consolidated
Balance Sheets
|
Fair Value at
June 30,
2011
|
Fair Value at
June 30,
2010
|
Fair Value at
December 31,
2010
|
|||||||||
(In thousands)
|
|||||||||||||
Designated as hedges
|
Commodity derivative instruments
|
$ | 17,780 | $ | 1,961 | $ | 15,069 | ||||||
Other liabilities – noncurrent
|
6,735 | — | 6,483 | ||||||||||
24,515 | 1,961 | 21,552 | |||||||||||
Not designated as hedges
|
Commodity derivative instruments
|
906 | 18,199 | 9,359 | |||||||||
Other liabilities – noncurrent
|
— | 698 | — | ||||||||||
906 | 18,897 | 9,359 | |||||||||||
Total liability derivatives
|
$ | 25,421 | $ | 20,858 | $ | 30,911 |
13.
|
Fair value measurements
|
|
The Company measures 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 $40.3 million, $20.2 million and $39.5 million, as of June 30, 2011 and 2010, and December 31, 2010, respectively, are classified as Investments on the Consolidated Balance Sheets. The fair value of these investments decreased $1.3 million (before tax) for the three months ended June 30, 2011, and increased $790,000 (before tax) for the six months ended June 30, 2011. 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 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 include auction rate securities, mortgage-backed securities and U.S. Treasury securities. These available-for-sale securities are recorded at fair value and are classified as Investments on the Consolidated Balance Sheets. The Company's auction rate securities, which totaled $11.4 million at June 30, 2011 and 2010, and December 31, 2010, 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. Unrealized gains or losses on mortgage-backed securities and U.S. Treasury securities are recorded in accumulated other comprehensive income (loss) as discussed in Note 8.
|
|
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, 2011, Using
|
||||||||||||||||
Quoted Prices in Active Markets for Identical Assets (Level 1)
|
Significant Other Observable Inputs (Level 2)
|
Significant Unobservable Inputs (Level 3)
|
Balance at
June 30, 2011
|
|||||||||||||
(In thousands)
|
||||||||||||||||
Assets:
|
||||||||||||||||
Money market funds
|
$ | — | $ | 8,297 | $ | — | $ | 8,297 | ||||||||
Available-for-sale securities:
|
||||||||||||||||
Insurance investment contract*
|
— | 40,328 | — | 40,328 | ||||||||||||
Auction rate securities
|
— | 11,400 | — | 11,400 | ||||||||||||
Mortgage-backed securities
|
— | 8,162 | — | 8,162 | ||||||||||||
U.S. Treasury securities
|
— | 1,969 | — | 1,969 | ||||||||||||
Commodity derivative instruments - current
|
— | 14,234 | — | 14,234 | ||||||||||||
Commodity derivative instruments - noncurrent
|
— | 6,265 | — | 6,265 | ||||||||||||
Total assets measured at fair value
|
$ | — | $ | 90,655 | $ | — | $ | 90,655 | ||||||||
Liabilities:
|
||||||||||||||||
Commodity derivative instruments - current
|
$ | — | $ | 18,686 | $ | — | $ | 18,686 | ||||||||
Commodity derivative instruments - noncurrent
|
— | 6,735 | — | 6,735 | ||||||||||||
Total liabilities measured at fair value
|
$ | — | $ | 25,421 | $ | — | $ | 25,421 | ||||||||
* The insurance investment contract invests approximately 34 percent in common stock of mid-cap companies, 33 percent in common stock of small-cap companies, 32 percent in common stock of large-cap companies and 1 percent in cash and cash equivalents.
|
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)
|
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.
|
Fair Value Measurements at
December 31, 2010, Using
|
||||||||||||||||
Quoted Prices in Active Markets for Identical Assets (Level 1)
|
Significant Other Observable Inputs (Level 2)
|
Significant Unobservable Inputs (Level 3)
|
Balance at December 31, 2010
|
|||||||||||||
(In thousands)
|
||||||||||||||||
Assets:
|
||||||||||||||||
Money market funds
|
$ | — | $ | 166,620 | $ | — | $ | 166,620 | ||||||||
Available-for-sale securities:
|
||||||||||||||||
Fixed-income securities
|
— | 11,400 | — | 11,400 | ||||||||||||
Insurance investment contract*
|
— | 39,541 | — | 39,541 | ||||||||||||
Commodity derivative instruments – current
|
— | 15,123 | — | 15,123 | ||||||||||||
Commodity derivative instruments – noncurrent
|
— | 4,104 | — | 4,104 | ||||||||||||
Total assets measured at fair value
|
$ | — | $ | 236,788 | $ | — | $ | 236,788 | ||||||||
Liabilities:
|
||||||||||||||||
Commodity derivative instruments – current
|
$ | — | $ | 24,428 | $ | — | $ | 24,428 | ||||||||
Commodity derivative instruments – noncurrent
|
— | 6,483 | — | 6,483 | ||||||||||||
Total liabilities measured at fair value
|
$ | — | $ | 30,911 | $ | — | $ | 30,911 | ||||||||
* The insurance investment contract invests approximately 35 percent in common stock of mid-cap companies, 33 percent in common stock of small-cap companies, 31 percent in common stock of large-cap companies and 1 percent in cash and cash equivalents.
|
|
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 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, other observable inputs or other sources, including pricing from outside sources such as the fund itself.
|
|
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. For the three and six months ended June 30, 2011, there were no transfers between Levels 1 and 2.
|
|
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, and 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, 2011
|
$ | 1,432,105 | $ | 1,550,592 | ||||
Long-term debt at June 30, 2010
|
$ | 1,581,265 | $ | 1,718,477 | ||||
Long-term debt at December 31, 2010
|
$ | 1,506,752 | $ | 1,621,184 |
|
The carrying amounts of the Company's remaining financial instruments included in current assets and current liabilities approximate their fair values.
|
14.
|
Income taxes
|
|
In the first quarter of 2011, the Company received favorable resolution of certain tax matters relating to the 2004 through 2006 tax years. As a result, the Company recorded an income tax benefit from continuing operations of $4.2 million. This resolution includes the effects of $2.8 million related to the reversal of unrecognized tax benefits that were previously established for the 2004 through 2006 tax years and associated interest of $600,000.
|
|
In the second quarter of 2011, the Company's unrecognized tax positions increased $3.6 million, excluding interest, largely due to tax positions under examination relating to the 2007 through 2009 tax years. The ultimate deductibility of these tax positions is highly certain but there is uncertainty about the timing of such deductibility. The Company anticipates the uncertainty about the timing of the deductibility will be resolved within the next 12 months.
|
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 ECTE.
|
|
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 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 ECTE.
|
|
The information below follows the same accounting policies as described in Note 1 of the Company's Notes to Consolidated Financial Statements in the 2010 Annual Report. Information on the Company's businesses was as follows:
|
Three Months
Ended June 30, 2011
|
External
Operating
Revenues
|
Inter-
segment
Operating
Revenues
|
Earnings
on Common
Stock
|
|||||||||
(In thousands)
|
||||||||||||
Electric
|
$ | 49,986 | $ | — | $ | 4,807 | ||||||
Natural gas distribution
|
164,626 | — | 1,902 | |||||||||
Pipeline and energy services
|
59,926 | 12,504 | 4,772 | |||||||||
274,538 | 12,504 | 11,481 | ||||||||||
Construction services
|
192,697 | 5,379 | 6,138 | |||||||||
Natural gas and oil production
|
87,390 | 25,392 | 21,326 | |||||||||
Construction materials and contracting
|
375,613 | — | 4,980 | |||||||||
Other
|
519 | 2,301 | 971 | |||||||||
656,219 | 33,072 | 33,415 | ||||||||||
Intersegment eliminations
|
— | (45,576 | ) | — | ||||||||
Total
|
$ | 930,757 | $ | — | $ | 44,896 |
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 |
Six Months
Ended June 30, 2011
|
External
Operating
Revenues
|
Inter-
segment
Operating
Revenues
|
Earnings
on Common
Stock
|
|||||||||
(In thousands)
|
||||||||||||
Electric
|
$ | 107,831 | $ | — | $ | 13,331 | ||||||
Natural gas distribution
|
535,010 | — | 29,418 | |||||||||
Pipeline and energy services
|
109,177 | 37,245 | 11,691 | |||||||||
752,018 | 37,245 | 54,440 | ||||||||||
Construction services
|
394,877 | 6,596 | 10,771 | |||||||||
Natural gas and oil production
|
165,801 | 50,933 | 37,596 | |||||||||
Construction materials and contracting
|
519,146 | — | (16,423 | ) | ||||||||
Other
|
720 | 4,589 | 1,318 | |||||||||
1,080,544 | 62,118 | 33,262 | ||||||||||
Intersegment eliminations
|
— | (99,363 | ) | — | ||||||||
Total
|
$ | 1,832,562 | $ | — | $ | 87,702 |
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 |
|
The Other category recognized a loss of $168,000 and income of $280,000, from discontinued operations, net of tax, for the three and six months ended June 30, 2011, respectively. 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.
|
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,
|
2011
|
2010
|
2011
|
2010
|
||||||||||||
(In thousands)
|
||||||||||||||||
Components of net periodic benefit cost:
|
||||||||||||||||
Service cost
|
$ | 827 | $ | 501 |