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
ý
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Accelerated filer
o
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Non-accelerated filer
o
(Do not check if a smaller reporting company)
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Smaller reporting company
o
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Emerging growth company
o
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Page
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Definitions
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Forward-Looking Statements
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Introduction
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Part I -- Financial Information
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Item 1
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Financial Statements
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Consolidated Statements of Income --
Three and Six Months Ended June 30, 2017 and 2016
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Consolidated Statements of Comprehensive Income --
Three and Six Months Ended June 30, 2017 and 2016
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Consolidated Balance Sheets --
June 30, 2017 and 2016, and December 31, 2016
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Consolidated Statements of Cash Flows --
Six Months Ended June 30, 2017 and 2016
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Notes to Consolidated Financial Statements
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Item 2
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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Item 3
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Quantitative and Qualitative Disclosures About Market Risk
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Item 4
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Controls and Procedures
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Part II -- Other Information
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Item 1
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Legal Proceedings
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Item 1A
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Risk Factors
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Item 4
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Mine Safety Disclosures
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Item 5
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Other Information
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Item 6
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Exhibits
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Signatures
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Exhibit Index
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Exhibits
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Abbreviation or Acronym
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2016 Annual Report
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Company's Annual Report on Form 10-K for the year ended December 31, 2016
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AFUDC
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Allowance for funds used during construction
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ASC
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FASB Accounting Standards Codification
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ASU
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FASB Accounting Standards Update
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ATBs
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Atmospheric tower bottoms
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Brazilian Transmission Lines
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Company's former investment in companies owning three electric transmission lines in Brazil
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Calumet
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Calumet Specialty Products Partners, L.P.
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Capital Electric
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Capital Electric Construction Company, Inc., a direct wholly owned subsidiary of MDU Construction Services
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Cascade
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Cascade Natural Gas Corporation, an indirect wholly owned subsidiary of MDU Energy Capital
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Centennial
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Centennial Energy Holdings, Inc., a direct wholly owned subsidiary of the Company
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Centennial Capital
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Centennial Holdings Capital LLC, a direct wholly owned subsidiary of Centennial
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Centennial Resources
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Centennial Energy Resources LLC, a direct wholly owned subsidiary of Centennial
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Company
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MDU Resources Group, Inc.
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Coyote Creek
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Coyote Creek Mining Company, LLC, a subsidiary of The North American Coal Corporation
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Coyote Station
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427-MW coal-fired electric generating facility near Beulah, North Dakota (25 percent ownership)
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Dakota Prairie Refinery
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20,000-barrel-per-day diesel topping plant built by Dakota Prairie Refining in southwestern North Dakota
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Dakota Prairie Refining
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Dakota Prairie Refining, LLC, a limited liability company previously owned by WBI Energy and Calumet (previously included in the Company's refining segment)
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dk
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Decatherm
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Dodd-Frank Act
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Dodd-Frank Wall Street Reform and Consumer Protection Act
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EPA
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United States Environmental Protection Agency
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Exchange Act
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Securities Exchange Act of 1934, as amended
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FASB
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Financial Accounting Standards Board
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FERC
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Federal Energy Regulatory Commission
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Fidelity
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Fidelity Exploration & Production Company, a direct wholly owned subsidiary of WBI Holdings (previously referred to as the Company's exploration and production segment)
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GAAP
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Accounting principles generally accepted in the United States of America
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GHG
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Greenhouse gas
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Great Plains
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Great Plains Natural Gas Co., a public utility division of the Company
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IFRS
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International Financial Reporting Standards
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Intermountain
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Intermountain Gas Company, an indirect wholly owned subsidiary of MDU Energy Capital
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IPUC
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Idaho Public Utilities Commission
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Knife River
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Knife River Corporation, a direct wholly owned subsidiary of Centennial
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Knife River - Northwest
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Knife River Corporation - Northwest, an indirect wholly owned subsidiary of Knife River
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kWh
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Kilowatt-hour
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LWG
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Lower Willamette Group
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MD&A
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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MDU Construction Services
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MDU Construction Services Group, Inc., a direct wholly owned subsidiary of Centennial
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MDU Energy Capital
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MDU Energy Capital, LLC, a direct wholly owned subsidiary of the Company
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MISO
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Midcontinent Independent System Operator, Inc.
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MMdk
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Million dk
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MNPUC
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Minnesota Public Utilities Commission
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Montana-Dakota
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Montana-Dakota Utilities Co., a public utility division of the Company
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MTPSC
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Montana Public Service Commission
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MW
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Megawatt
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NDPSC
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North Dakota Public Service Commission
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OPUC
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Oregon Public Utility Commission
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Oregon DEQ
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Oregon State Department of Environmental Quality
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Pronghorn
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Natural gas processing plant located near Belfield, North Dakota (WBI Energy Midstream's 50 percent ownership interests were sold effective January 1, 2017)
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PRP
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Potentially Responsible Party
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RIN
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Renewable Identification Number
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ROD
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Record of Decision
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SEC
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United States Securities and Exchange Commission
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Tesoro
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Tesoro Refining & Marketing Company LLC
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Tesoro Logistics
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QEP Field Services, LLC doing business as Tesoro Logistics Rockies LLC
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VIE
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Variable interest entity
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Washington DOE
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Washington State Department of Ecology
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WBI Energy
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WBI Energy, Inc., a direct wholly owned subsidiary of WBI Holdings
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WBI Energy Midstream
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WBI Energy Midstream, LLC, an indirect wholly owned subsidiary of WBI Holdings
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WBI Energy Transmission
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WBI Energy Transmission, Inc., an indirect wholly owned subsidiary of WBI Holdings
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WBI Holdings
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WBI Holdings, Inc., a direct wholly owned subsidiary of Centennial
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WUTC
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Washington Utilities and Transportation Commission
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WYPSC
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Wyoming Public Service Commission
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Three Months Ended
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Six Months Ended
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June 30,
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June 30,
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2017
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2016
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2017
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2016
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(In thousands, except per share amounts)
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|||||||||||
Operating revenues:
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||||||||
Electric, natural gas distribution and regulated pipeline and midstream
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$
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225,485
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$
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206,052
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$
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659,100
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$
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591,918
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Nonregulated pipeline and midstream, construction materials and contracting, construction services and other
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842,154
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837,896
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1,346,465
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1,312,245
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Total operating revenues
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1,067,639
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1,043,948
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2,005,565
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1,904,163
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Operating expenses:
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Electric fuel and purchased power
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16,752
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15,914
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38,638
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37,925
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Purchased natural gas sold
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57,668
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47,439
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250,617
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208,474
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Operation and maintenance:
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Electric, natural gas distribution and regulated pipeline and midstream
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77,273
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77,078
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156,013
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151,703
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Nonregulated pipeline and midstream, construction materials and contracting, construction services and other
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743,656
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722,742
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1,222,132
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1,165,243
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Depreciation, depletion and amortization
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51,658
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54,248
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102,983
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109,132
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Taxes, other than income
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40,953
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37,562
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88,391
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80,736
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Total operating expenses
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987,960
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954,983
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1,858,774
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1,753,213
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Operating income
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79,679
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88,965
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146,791
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150,950
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Other income
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782
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872
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1,798
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1,921
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Interest expense
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20,766
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22,219
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41,068
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45,087
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Income before income taxes
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59,695
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67,618
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107,521
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107,784
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Income taxes
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15,290
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21,320
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27,478
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29,620
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Income from continuing operations
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44,405
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46,298
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80,043
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78,164
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Loss from discontinued operations, net of tax (Note 8)
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(3,190
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)
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(276,102
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)
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(1,504
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)
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(294,138
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)
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||||
Net income (loss)
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41,215
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(229,804
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)
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78,539
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(215,974
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)
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||||
Loss from discontinued operations attributable to noncontrolling interest (Note 8)
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—
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(120,651
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)
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—
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(131,691
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)
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Loss on redemption of preferred stocks
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600
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—
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600
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—
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Dividends declared on preferred stocks
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—
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171
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171
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343
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|
||||
Earnings (loss) on common stock
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$
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40,615
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$
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(109,324
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)
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$
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77,768
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$
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(84,626
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)
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Earnings (loss) per common share - basic:
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Earnings before discontinued operations
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$
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.22
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$
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.24
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$
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.41
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$
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.40
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Discontinued operations attributable to the Company, net of tax
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(.01
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)
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(.80
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)
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(.01
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)
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(.83
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)
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||||
Earnings (loss) per common share - basic
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$
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.21
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$
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(.56
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)
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$
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.40
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$
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(.43
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)
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Earnings (loss) per common share - diluted:
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||||
Earnings before discontinued operations
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$
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.22
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$
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.24
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$
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.40
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$
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.40
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Discontinued operations attributable to the Company, net of tax
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(.01
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)
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(.80
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)
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—
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(.83
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)
|
||||
Earnings (loss) per common share - diluted
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$
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.21
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$
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(.56
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)
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$
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.40
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|
$
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(.43
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)
|
Dividends declared per common share
|
$
|
.1925
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$
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.1875
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$
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.3850
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$
|
.3750
|
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Weighted average common shares outstanding - basic
|
195,304
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|
195,304
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|
195,304
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|
195,294
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||||
Weighted average common shares outstanding - diluted
|
195,973
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|
195,699
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|
195,993
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|
195,678
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|
|
Three Months Ended
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Six Months Ended
|
||||||||||
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June 30,
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June 30,
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||||||||||
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2017
|
2016
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2017
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2016
|
||||||||
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(In thousands)
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|||||||||||
Net income (loss)
|
$
|
41,215
|
|
$
|
(229,804
|
)
|
$
|
78,539
|
|
$
|
(215,974
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
||||||||
Reclassification adjustment for loss on derivative instruments included in net income (loss), net of tax of $56 and $56 for the three months ended and $112 and $114 for the six months ended in 2017 and 2016, respectively
|
92
|
|
91
|
|
183
|
|
183
|
|
||||
Postretirement liability adjustment:
|
|
|
|
|
||||||||
Amortization of postretirement liability (gains) losses included in net periodic benefit cost (credit), net of tax of $190 and $150 for the three months ended and $406 and $(819) for the six months ended in 2017 and 2016, respectively
|
312
|
|
248
|
|
669
|
|
(1,347
|
)
|
||||
Reclassification of postretirement liability adjustment from regulatory asset, net of tax of $0 and $0 for the three months ended and $(725) and $0 for the six months ended in 2017 and 2016, respectively
|
—
|
|
—
|
|
(917
|
)
|
—
|
|
||||
Postretirement liability adjustment
|
312
|
|
248
|
|
(248
|
)
|
(1,347
|
)
|
||||
Foreign currency translation adjustment recognized during the period, net of tax of $(9) and $19 for the three months ended and $(3) and $33 for the six months ended in 2017 and 2016, respectively
|
(15
|
)
|
31
|
|
(6
|
)
|
56
|
|
||||
Net unrealized gain on available-for-sale investments:
|
|
|
|
|
||||||||
Net unrealized loss on available-for-sale investments arising during the period, net of tax of $(13) and $(16) for the three months ended and $(28) and $(10) for the six months ended in 2017 and 2016, respectively
|
(24
|
)
|
(30
|
)
|
(51
|
)
|
(19
|
)
|
||||
Reclassification adjustment for loss on available-for-sale investments included in net income (loss), net of tax of $17 and $19 for the three months ended and $36 and $37 for the six months ended in 2017 and 2016, respectively
|
31
|
|
36
|
|
66
|
|
69
|
|
||||
Net unrealized gain on available-for-sale investments
|
7
|
|
6
|
|
15
|
|
50
|
|
||||
Other comprehensive income (loss)
|
396
|
|
376
|
|
(56
|
)
|
(1,058
|
)
|
||||
Comprehensive income (loss)
|
41,611
|
|
(229,428
|
)
|
78,483
|
|
(217,032
|
)
|
||||
Comprehensive loss from discontinued operations attributable to noncontrolling interest
|
—
|
|
(120,651
|
)
|
—
|
|
(131,691
|
)
|
||||
Comprehensive income (loss) attributable to common stockholders
|
$
|
41,611
|
|
$
|
(108,777
|
)
|
$
|
78,483
|
|
$
|
(85,341
|
)
|
|
June 30, 2017
|
June 30, 2016
|
December 31, 2016
|
||||||
(In thousands, except shares and per share amounts)
|
|
||||||||
Assets
|
|
|
|
||||||
Current assets:
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
40,048
|
|
$
|
85,117
|
|
$
|
46,107
|
|
Receivables, net
|
661,771
|
|
637,166
|
|
630,243
|
|
|||
Inventories
|
249,870
|
|
265,849
|
|
238,273
|
|
|||
Prepayments and other current assets
|
63,953
|
|
50,309
|
|
48,461
|
|
|||
Current assets held for sale
|
328
|
|
37,625
|
|
14,391
|
|
|||
Total current assets
|
1,015,970
|
|
1,076,066
|
|
977,475
|
|
|||
Investments
|
131,726
|
|
124,531
|
|
125,866
|
|
|||
Property, plant and equipment
|
6,591,382
|
|
6,526,563
|
|
6,510,229
|
|
|||
Less accumulated depreciation, depletion and amortization
|
2,638,098
|
|
2,551,941
|
|
2,578,902
|
|
|||
Net property, plant and equipment
|
3,953,284
|
|
3,974,622
|
|
3,931,327
|
|
|||
Deferred charges and other assets:
|
|
|
|
|
|
|
|||
Goodwill
|
631,791
|
|
641,527
|
|
631,791
|
|
|||
Other intangible assets, net
|
4,785
|
|
7,160
|
|
5,925
|
|
|||
Other
|
416,759
|
|
360,520
|
|
415,419
|
|
|||
Noncurrent assets held for sale
|
76,183
|
|
167,100
|
|
196,664
|
|
|||
Total deferred charges and other assets
|
1,129,518
|
|
1,176,307
|
|
1,249,799
|
|
|||
Total assets
|
$
|
6,230,498
|
|
$
|
6,351,526
|
|
$
|
6,284,467
|
|
Liabilities and Stockholders' Equity
|
|
|
|
|
|
|
|||
Current liabilities:
|
|
|
|
|
|
|
|||
Long-term debt due within one year
|
$
|
83,499
|
|
$
|
58,598
|
|
$
|
43,598
|
|
Accounts payable
|
279,211
|
|
275,791
|
|
279,962
|
|
|||
Taxes payable
|
55,037
|
|
45,749
|
|
48,164
|
|
|||
Dividends payable
|
37,596
|
|
36,791
|
|
37,767
|
|
|||
Accrued compensation
|
52,951
|
|
56,390
|
|
65,867
|
|
|||
Other accrued liabilities
|
181,030
|
|
196,701
|
|
184,377
|
|
|||
Current liabilities held for sale
|
4,481
|
|
28,237
|
|
9,924
|
|
|||
Total current liabilities
|
693,805
|
|
698,257
|
|
669,659
|
|
|||
Long-term debt
|
1,677,977
|
|
1,928,709
|
|
1,746,561
|
|
|||
Deferred credits and other liabilities:
|
|
|
|
|
|
|
|||
Deferred income taxes
|
668,239
|
|
666,601
|
|
668,226
|
|
|||
Other
|
887,525
|
|
820,349
|
|
883,777
|
|
|||
Total deferred credits and other liabilities
|
1,555,764
|
|
1,486,950
|
|
1,552,003
|
|
|||
Commitments and contingencies
|
|
|
|
|
|
|
|||
Stockholders' equity
:
|
|
|
|
|
|
|
|||
Preferred stocks
|
—
|
|
15,000
|
|
15,000
|
|
|||
Common stockholders' equity:
|
|
|
|
|
|
|
|||
Common stock
|
|
|
|
|
|
|
|||
Authorized - 500,000,000 shares, $1.00 par value
Shares issued - 195,843,297 at June 30, 2017 and 2016 and December 31, 2016 |
195,843
|
|
195,843
|
|
195,843
|
|
|||
Other paid-in capital
|
1,231,892
|
|
1,230,342
|
|
1,232,478
|
|
|||
Retained earnings
|
914,632
|
|
838,257
|
|
912,282
|
|
|||
Accumulated other comprehensive loss
|
(35,789
|
)
|
(38,206
|
)
|
(35,733
|
)
|
|||
Treasury stock at cost - 538,921 shares
|
(3,626
|
)
|
(3,626
|
)
|
(3,626
|
)
|
|||
Total common stockholders' equity
|
2,302,952
|
|
2,222,610
|
|
2,301,244
|
|
|||
Total stockholders' equity
|
2,302,952
|
|
2,237,610
|
|
2,316,244
|
|
|||
Total liabilities and stockholders' equity
|
$
|
6,230,498
|
|
$
|
6,351,526
|
|
$
|
6,284,467
|
|
|
|
Six Months Ended
|
|||||
|
|
June 30,
|
|||||
|
|
2017
|
|
2016
|
|
||
|
|
(In thousands)
|
|||||
Operating activities:
|
|
|
|
||||
Net income (loss)
|
|
$
|
78,539
|
|
$
|
(215,974
|
)
|
Loss from discontinued operations, net of tax
|
|
(1,504
|
)
|
(294,138
|
)
|
||
Income from continuing operations
|
|
80,043
|
|
78,164
|
|
||
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
||
Depreciation, depletion and amortization
|
|
102,983
|
|
109,132
|
|
||
Deferred income taxes
|
|
(5,293
|
)
|
3,608
|
|
||
Changes in current assets and liabilities, net of acquisitions:
|
|
|
|
|
|||
Receivables
|
|
(43,478
|
)
|
(44,909
|
)
|
||
Inventories
|
|
(13,573
|
)
|
(23,189
|
)
|
||
Other current assets
|
|
(15,799
|
)
|
(20,555
|
)
|
||
Accounts payable
|
|
11,611
|
|
7,339
|
|
||
Other current liabilities
|
|
(6,387
|
)
|
33,214
|
|
||
Other noncurrent changes
|
|
(4,460
|
)
|
(14,626
|
)
|
||
Net cash provided by continuing operations
|
|
105,647
|
|
128,178
|
|
||
Net cash provided by (used in) discontinued operations
|
|
33,846
|
|
(25,529
|
)
|
||
Net cash provided by operating activities
|
|
139,493
|
|
102,649
|
|
||
Investing activities:
|
|
|
|
|
|
||
Capital expenditures
|
|
(143,764
|
)
|
(220,098
|
)
|
||
Net proceeds from sale or disposition of property and other
|
|
119,361
|
|
14,778
|
|
||
Investments
|
|
(358
|
)
|
(262
|
)
|
||
Net cash used in continuing operations
|
|
(24,761
|
)
|
(205,582
|
)
|
||
Net cash provided by discontinued operations
|
|
2,234
|
|
28,040
|
|
||
Net cash used in investing activities
|
|
(22,527
|
)
|
(177,542
|
)
|
||
Financing activities:
|
|
|
|
|
|
||
Issuance of long-term debt
|
|
63,827
|
|
387,625
|
|
||
Repayment of long-term debt
|
|
(93,275
|
)
|
(196,771
|
)
|
||
Dividends paid
|
|
(75,535
|
)
|
(73,575
|
)
|
||
Redemption of preferred stock
|
|
(15,600
|
)
|
—
|
|
||
Repurchase of common stock
|
|
(1,684
|
)
|
—
|
|
||
Tax withholding on stock-based compensation
|
|
(757
|
)
|
(323
|
)
|
||
Net cash provided by (used in) continuing operations
|
|
(123,024
|
)
|
116,956
|
|
||
Net cash used in discontinued operations
|
|
—
|
|
(40,852
|
)
|
||
Net cash provided by (used in) financing activities
|
|
(123,024
|
)
|
76,104
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
|
(1
|
)
|
3
|
|
||
Increase (decrease) in cash and cash equivalents
|
|
(6,059
|
)
|
1,214
|
|
||
Cash and cash equivalents -- beginning of year
|
|
46,107
|
|
83,903
|
|
||
Cash and cash equivalents -- end of period
|
|
$
|
40,048
|
|
$
|
85,117
|
|
|
June 30, 2017
|
|
June 30, 2016
|
|
December 31, 2016
|
|
|||
|
(In thousands)
|
||||||||
Aggregates held for resale
|
$
|
123,316
|
|
$
|
130,544
|
|
$
|
115,471
|
|
Asphalt oil
|
46,852
|
|
42,591
|
|
29,103
|
|
|||
Materials and supplies
|
22,657
|
|
20,765
|
|
18,372
|
|
|||
Merchandise for resale
|
16,164
|
|
18,439
|
|
16,437
|
|
|||
Natural gas in storage (current)
|
14,126
|
|
19,689
|
|
25,761
|
|
|||
Other
|
26,755
|
|
33,821
|
|
33,129
|
|
|||
Total
|
$
|
249,870
|
|
$
|
265,849
|
|
$
|
238,273
|
|
|
Three Months Ended
|
Six Months Ended
|
||||||
|
June 30,
|
June 30,
|
||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
|
(In thousands)
|
|||||||
Weighted average common shares outstanding - basic
|
195,304
|
|
195,304
|
|
195,304
|
|
195,294
|
|
Effect of dilutive performance share awards
|
669
|
|
395
|
|
689
|
|
384
|
|
Weighted average common shares outstanding - diluted
|
195,973
|
|
195,699
|
|
195,993
|
|
195,678
|
|
Shares excluded from the calculation of diluted earnings per share
|
—
|
|
—
|
|
—
|
|
—
|
|
Three Months Ended
June 30, 2017
|
Net Unrealized Gain (Loss) on Derivative
Instruments
Qualifying as Hedges
|
|
Postretirement
Liability Adjustment
|
|
Foreign
Currency Translation Adjustment
|
|
Net Unrealized
Gain (Loss) on
Available-for-sale
Investments
|
|
Total
Accumulated
Other
Comprehensive
Loss
|
|
|||||
|
(In thousands)
|
||||||||||||||
Balance at beginning of period
|
$
|
(2,209
|
)
|
$
|
(33,781
|
)
|
$
|
(140
|
)
|
$
|
(55
|
)
|
$
|
(36,185
|
)
|
Other comprehensive loss before reclassifications
|
—
|
|
—
|
|
(15
|
)
|
(24
|
)
|
(39
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive loss
|
92
|
|
312
|
|
—
|
|
31
|
|
435
|
|
|||||
Net current-period other comprehensive income (loss)
|
92
|
|
312
|
|
(15
|
)
|
7
|
|
396
|
|
|||||
Balance at end of period
|
$
|
(2,117
|
)
|
$
|
(33,469
|
)
|
$
|
(155
|
)
|
$
|
(48
|
)
|
$
|
(35,789
|
)
|
Three Months Ended
June 30, 2016
|
Net Unrealized Gain (Loss) on Derivative
Instruments
Qualifying as Hedges
|
|
Postretirement
Liability Adjustment
|
|
Foreign
Currency Translation Adjustment
|
|
Net Unrealized
Gain (Loss) on
Available-for-sale
Investments
|
|
Total
Accumulated
Other
Comprehensive
Loss
|
|
|||||
|
(In thousands)
|
||||||||||||||
Balance at beginning of period
|
$
|
(2,575
|
)
|
$
|
(35,852
|
)
|
$
|
(175
|
)
|
$
|
20
|
|
$
|
(38,582
|
)
|
Other comprehensive income (loss) before reclassifications
|
—
|
|
—
|
|
31
|
|
(30
|
)
|
1
|
|
|||||
Amounts reclassified from accumulated other comprehensive loss
|
91
|
|
248
|
|
—
|
|
36
|
|
375
|
|
|||||
Net current-period other comprehensive income
|
91
|
|
248
|
|
31
|
|
6
|
|
376
|
|
|||||
Balance at end of period
|
$
|
(2,484
|
)
|
$
|
(35,604
|
)
|
$
|
(144
|
)
|
$
|
26
|
|
$
|
(38,206
|
)
|
Six Months Ended
June 30, 2017
|
Net Unrealized Gain (Loss) on Derivative
Instruments
Qualifying as Hedges
|
|
Postretirement
Liability Adjustment
|
|
Foreign
Currency Translation Adjustment
|
|
Net Unrealized
Gain (Loss) on
Available-for-sale
Investments
|
|
Total
Accumulated
Other
Comprehensive
Loss
|
|
|||||
|
(In thousands)
|
||||||||||||||
Balance at beginning of period
|
$
|
(2,300
|
)
|
$
|
(33,221
|
)
|
$
|
(149
|
)
|
$
|
(63
|
)
|
$
|
(35,733
|
)
|
Other comprehensive loss before reclassifications
|
—
|
|
—
|
|
(6
|
)
|
(51
|
)
|
(57
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive loss
|
183
|
|
669
|
|
—
|
|
66
|
|
918
|
|
|||||
Amounts reclassified to accumulated other comprehensive loss from a regulatory asset
|
—
|
|
(917
|
)
|
—
|
|
—
|
|
(917
|
)
|
|||||
Net current-period other comprehensive income (loss)
|
183
|
|
(248
|
)
|
(6
|
)
|
15
|
|
(56
|
)
|
|||||
Balance at end of period
|
$
|
(2,117
|
)
|
$
|
(33,469
|
)
|
$
|
(155
|
)
|
$
|
(48
|
)
|
$
|
(35,789
|
)
|
Six Months Ended
June 30, 2016
|
Net Unrealized Gain (Loss) on Derivative
Instruments
Qualifying as Hedges
|
|
Postretirement
Liability Adjustment
|
|
Foreign
Currency Translation Adjustment
|
|
Net Unrealized
Gain (Loss) on
Available-for-sale
Investments
|
|
Total
Accumulated
Other
Comprehensive
Loss
|
|
|||||
|
(In thousands)
|
||||||||||||||
Balance at beginning of period
|
$
|
(2,667
|
)
|
$
|
(34,257
|
)
|
$
|
(200
|
)
|
$
|
(24
|
)
|
$
|
(37,148
|
)
|
Other comprehensive income (loss) before reclassifications
|
—
|
|
—
|
|
56
|
|
(19
|
)
|
37
|
|
|||||
Amounts reclassified from accumulated other comprehensive loss
|
183
|
|
(1,347
|
)
|
—
|
|
69
|
|
(1,095
|
)
|
|||||
Net current-period other comprehensive income (loss)
|
183
|
|
(1,347
|
)
|
56
|
|
50
|
|
(1,058
|
)
|
|||||
Balance at end of period
|
$
|
(2,484
|
)
|
$
|
(35,604
|
)
|
$
|
(144
|
)
|
$
|
26
|
|
$
|
(38,206
|
)
|
|
Three Months Ended
|
Six Months Ended
|
Location on Consolidated Statements of
Income
|
||||||||||
|
June 30,
|
June 30,
|
|||||||||||
|
2017
|
2016
|
2017
|
2016
|
|||||||||
|
(In thousands)
|
|
|||||||||||
Reclassification adjustment for loss on derivative instruments included in net income (loss)
|
$
|
(148
|
)
|
$
|
(147
|
)
|
$
|
(295
|
)
|
$
|
(297
|
)
|
Interest expense
|
|
56
|
|
56
|
|
112
|
|
114
|
|
Income taxes
|
||||
|
(92
|
)
|
(91
|
)
|
(183
|
)
|
(183
|
)
|
|
||||
Amortization of postretirement liability gains (losses) included in net periodic benefit cost (credit)
|
(502
|
)
|
(398
|
)
|
(1,075
|
)
|
2,166
|
|
(a)
|
||||
|
190
|
|
150
|
|
406
|
|
(819
|
)
|
Income taxes
|
||||
|
(312
|
)
|
(248
|
)
|
(669
|
)
|
1,347
|
|
|
||||
Reclassification adjustment for loss on available-for-sale investments included in net income (loss)
|
(48
|
)
|
(55
|
)
|
(102
|
)
|
(106
|
)
|
Other income
|
||||
|
17
|
|
19
|
|
36
|
|
37
|
|
Income taxes
|
||||
|
(31
|
)
|
(36
|
)
|
(66
|
)
|
(69
|
)
|
|
||||
Total reclassifications
|
$
|
(435
|
)
|
$
|
(375
|
)
|
$
|
(918
|
)
|
$
|
1,095
|
|
|
|
|
December 31, 2016
|
|
|
|
(In thousands)
|
||
Assets
|
|
||
Current assets:
|
|
||
Prepayments and other current assets
|
$
|
68
|
|
Total current assets held for sale
|
68
|
|
|
Noncurrent assets:
|
|
||
Net property, plant and equipment
|
93,424
|
|
|
Goodwill
|
9,737
|
|
|
Less allowance for impairment of assets held for sale
|
2,311
|
|
|
Total noncurrent assets held for sale
|
100,850
|
|
|
Total assets held for sale
|
$
|
100,918
|
|
|
June 30, 2017
|
|
|
June 30, 2016
|
|
December 31, 2016
|
|
|||
|
(In thousands)
|
|||||||||
Assets
|
|
|
|
|
||||||
Current assets:
|
|
|
|
|
||||||
Receivables, net
|
$
|
—
|
|
|
$
|
433
|
|
$
|
—
|
|
Income taxes receivable
|
5,552
|
|
(a)
|
12,550
|
|
13,987
|
|
|||
Prepayments and other current assets
|
—
|
|
|
11,083
|
|
—
|
|
|||
Total current assets held for sale
|
5,552
|
|
|
24,066
|
|
13,987
|
|
|||
Noncurrent assets:
|
|
|
|
|
||||||
Deferred income taxes
|
—
|
|
|
57,644
|
|
—
|
|
|||
Total noncurrent assets held for sale
|
—
|
|
|
57,644
|
|
—
|
|
|||
Total assets held for sale
|
$
|
5,552
|
|
|
$
|
81,710
|
|
$
|
13,987
|
|
Liabilities
|
|
|
|
|
||||||
Current liabilities:
|
|
|
|
|
||||||
Accounts payable
|
$
|
—
|
|
|
$
|
7,170
|
|
$
|
7,425
|
|
Other accrued liabilities
|
—
|
|
|
8,303
|
|
—
|
|
|||
Total current liabilities held for sale
|
—
|
|
|
15,473
|
|
7,425
|
|
|||
Noncurrent liabilities:
|
|
|
|
|
||||||
Deferred income taxes (b)
|
55
|
|
|
—
|
|
14
|
|
|||
Total noncurrent liabilities held for sale
|
55
|
|
|
—
|
|
14
|
|
|||
Total liabilities held for sale
|
$
|
55
|
|
|
$
|
15,473
|
|
$
|
7,439
|
|
(a)
|
On the Company's Consolidated Balance Sheets, this amount was reclassified to income taxes payable and is reflected in current liabilities held for sale.
|
(b)
|
On the Company's Consolidated Balance Sheets, these amounts were reclassified to noncurrent deferred income tax assets and are
|
|
|
June 30, 2017
|
|
June 30, 2016
|
|
December 31, 2016
|
|
|
|||
|
(In thousands)
|
|
||||||||
Assets
|
|
|
|
|
||||||
Current assets:
|
|
|
|
|
||||||
Receivables, net
|
$
|
328
|
|
$
|
8,207
|
|
$
|
355
|
|
|
Income taxes receivable
|
—
|
|
5,348
|
|
—
|
|
|
|||
Prepayments and other current assets
|
—
|
|
4
|
|
—
|
|
|
|||
Total current assets held for sale
|
328
|
|
13,559
|
|
355
|
|
|
|||
Noncurrent assets:
|
|
|
|
|
||||||
Net property, plant and equipment
|
2,064
|
|
5,507
|
|
5,507
|
|
|
|||
Deferred income taxes
|
74,013
|
|
104,726
|
|
91,098
|
|
|
|||
Other
|
161
|
|
161
|
|
161
|
|
|
|||
Less allowance for impairment of assets held for sale
|
—
|
|
938
|
|
938
|
|
|
|||
Total noncurrent assets held for sale
|
76,238
|
|
109,456
|
|
95,828
|
|
|
|||
Total assets held for sale
|
$
|
76,566
|
|
$
|
123,015
|
|
$
|
96,183
|
|
|
Liabilities
|
|
|
|
|
||||||
Current liabilities:
|
|
|
|
|
||||||
Accounts payable
|
$
|
138
|
|
$
|
456
|
|
$
|
141
|
|
|
Taxes payable
|
7,171
|
|
—
|
|
19
|
|
(a)
|
|||
Accrued compensation
|
—
|
|
1,459
|
|
—
|
|
|
|||
Other accrued liabilities
|
2,724
|
|
10,849
|
|
2,358
|
|
|
|||
Total current liabilities held for sale
|
10,033
|
|
12,764
|
|
2,518
|
|
|
|||
Total liabilities held for sale
|
$
|
10,033
|
|
$
|
12,764
|
|
$
|
2,518
|
|
|
(a)
|
On the Company's Consolidated Balance Sheets, this amount was reclassified to prepayments and other current assets and is reflected
|
|
|
Three Months Ended
|
Six Months Ended
|
||||||||||
|
June 30,
|
June 30,
|
||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
||||
|
(In thousands)
|
|||||||||||
Operating revenues
|
$
|
130
|
|
$
|
74,756
|
|
$
|
235
|
|
$
|
122,732
|
|
Operating expenses
|
1,205
|
|
443,756
|
|
(5,372
|
)
|
513,526
|
|
||||
Operating income (loss)
|
(1,075
|
)
|
(369,000
|
)
|
5,607
|
|
(390,794
|
)
|
||||
Other income (expense)
|
3
|
|
183
|
|
(13
|
)
|
387
|
|
||||
Interest expense
|
239
|
|
832
|
|
239
|
|
1,753
|
|
||||
Income (loss) from discontinued operations before income taxes
|
(1,311
|
)
|
(369,649
|
)
|
5,355
|
|
(392,160
|
)
|
||||
Income taxes
|
1,879
|
|
(93,547
|
)
|
6,859
|
|
(98,022
|
)
|
||||
Loss from discontinued operations
|
(3,190
|
)
|
(276,102
|
)
|
(1,504
|
)
|
(294,138
|
)
|
||||
Loss from discontinued operations attributable to noncontrolling interest
|
—
|
|
(120,651
|
)
|
—
|
|
(131,691
|
)
|
||||
Loss from discontinued operations attributable to the Company
|
$
|
(3,190
|
)
|
$
|
(155,451
|
)
|
$
|
(1,504
|
)
|
$
|
(162,447
|
)
|
Six Months Ended June 30, 2017
|
Balance at January 1, 2017
|
|
Goodwill Acquired
During the Year |
|
Balance at June 30, 2017
|
|
|||
|
(In thousands)
|
||||||||
Natural gas distribution
|
$
|
345,736
|
|
$
|
—
|
|
$
|
345,736
|
|
Construction materials and contracting
|
176,290
|
|
—
|
|
176,290
|
|
|||
Construction services
|
109,765
|
|
—
|
|
109,765
|
|
|||
Total
|
$
|
631,791
|
|
$
|
—
|
|
$
|
631,791
|
|
Six Months Ended June 30, 2016
|
Balance at January 1, 2016
|
|
*
|
Goodwill Acquired
During the Year
|
|
Balance at June 30, 2016
|
|
*
|
|||
|
(In thousands)
|
||||||||||
Natural gas distribution
|
$
|
345,736
|
|
|
$
|
—
|
|
$
|
345,736
|
|
|
Pipeline and midstream
|
9,737
|
|
|
—
|
|
9,737
|
|
|
|||
Construction materials and contracting
|
176,290
|
|
|
—
|
|
176,290
|
|
|
|||
Construction services
|
103,441
|
|
|
6,323
|
|
109,764
|
|
|
|||
Total
|
$
|
635,204
|
|
|
$
|
6,323
|
|
$
|
641,527
|
|
|
|
Year Ended December 31, 2016
|
Balance at January 1, 2016
|
|
*
|
Goodwill Acquired
During the Year
|
|
Held for Sale
|
|
Balance at December 31, 2016
|
|
||||
|
(In thousands)
|
||||||||||||
Natural gas distribution
|
$
|
345,736
|
|
|
$
|
—
|
|
$
|
—
|
|
$
|
345,736
|
|
Pipeline and midstream
|
9,737
|
|
|
—
|
|
(9,737
|
)
|
—
|
|
||||
Construction materials and contracting
|
176,290
|
|
|
—
|
|
—
|
|
176,290
|
|
||||
Construction services
|
103,441
|
|
|
6,324
|
|
—
|
|
109,765
|
|
||||
Total
|
$
|
635,204
|
|
|
$
|
6,324
|
|
$
|
(9,737
|
)
|
$
|
631,791
|
|
|
|
June 30, 2017
|
|
June 30, 2016
|
|
December 31, 2016
|
|
|||
|
(In thousands)
|
||||||||
Customer relationships
|
$
|
15,745
|
|
$
|
17,145
|
|
$
|
17,145
|
|
Less accumulated amortization
|
13,302
|
|
13,108
|
|
13,917
|
|
|||
|
2,443
|
|
4,037
|
|
3,228
|
|
|||
Noncompete agreements
|
2,430
|
|
2,430
|
|
2,430
|
|
|||
Less accumulated amortization
|
1,732
|
|
1,585
|
|
1,658
|
|
|||
|
698
|
|
845
|
|
772
|
|
|||
Other
|
7,086
|
|
7,764
|
|
7,768
|
|
|||
Less accumulated amortization
|
5,442
|
|
5,486
|
|
5,843
|
|
|||
|
1,644
|
|
2,278
|
|
1,925
|
|
|||
Total
|
$
|
4,785
|
|
$
|
7,160
|
|
$
|
5,925
|
|
June 30, 2017
|
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Value
|
|
||||
|
(In thousands)
|
|||||||||||
Mortgage-backed securities
|
$
|
9,743
|
|
$
|
13
|
|
$
|
(86
|
)
|
$
|
9,670
|
|
U.S. Treasury securities
|
613
|
|
—
|
|
—
|
|
613
|
|
||||
Total
|
$
|
10,356
|
|
$
|
13
|
|
$
|
(86
|
)
|
$
|
10,283
|
|
June 30, 2016
|
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Value
|
|
||||
|
(In thousands)
|
|||||||||||
Mortgage-backed securities
|
$
|
10,420
|
|
$
|
52
|
|
$
|
(12
|
)
|
$
|
10,460
|
|
Total
|
$
|
10,420
|
|
$
|
52
|
|
$
|
(12
|
)
|
$
|
10,460
|
|
December 31, 2016
|
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Value
|
|
||||
|
(In thousands)
|
|||||||||||
Mortgage-backed securities
|
$
|
10,546
|
|
$
|
8
|
|
$
|
(105
|
)
|
$
|
10,449
|
|
Total
|
$
|
10,546
|
|
$
|
8
|
|
$
|
(105
|
)
|
$
|
10,449
|
|
|
Fair Value Measurements at June 30, 2017, 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, 2017
|
|
||||
|
(In thousands)
|
|||||||||||
Assets:
|
|
|
|
|
||||||||
Money market funds
|
$
|
—
|
|
$
|
5,882
|
|
$
|
—
|
|
$
|
5,882
|
|
Insurance contract*
|
—
|
|
73,126
|
|
—
|
|
73,126
|
|
||||
Available-for-sale securities:
|
|
|
|
|
||||||||
Mortgage-backed securities
|
—
|
|
9,670
|
|
—
|
|
9,670
|
|
||||
U.S. Treasury securities
|
—
|
|
613
|
|
—
|
|
613
|
|
||||
Total assets measured at fair value
|
$
|
—
|
|
$
|
89,291
|
|
$
|
—
|
|
$
|
89,291
|
|
*
|
The insurance contract invests approximately
50
percent in fixed-income investments,
23
percent in common stock of large-cap companies,
13
percent in common stock of mid-cap companies,
11
percent in common stock of small-cap companies,
2
percent in target date investments and
1
percent in cash equivalents.
|
|
|
Fair Value Measurements at June 30, 2016, 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, 2016
|
|
||||
|
(In thousands)
|
|||||||||||
Assets:
|
|
|
|
|
||||||||
Money market funds
|
$
|
—
|
|
$
|
1,525
|
|
$
|
—
|
|
$
|
1,525
|
|
Insurance contract*
|
—
|
|
71,355
|
|
—
|
|
71,355
|
|
||||
Available-for-sale securities:
|
|
|
|
|
||||||||
Mortgage-backed securities
|
—
|
|
10,460
|
|
—
|
|
10,460
|
|
||||
Total assets measured at fair value
|
$
|
—
|
|
$
|
83,340
|
|
$
|
—
|
|
$
|
83,340
|
|
*
|
The insurance contract invests approximately
66
percent in fixed-income investments,
17
percent in common stock of large-cap companies,
9
percent in common stock of mid-cap companies,
6
percent in common stock of small-cap companies,
1
percent in target date investments and
1
percent in cash equivalents.
|
|
|
Fair Value Measurements at December 31, 2016, 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, 2016
|
|
||||
|
(In thousands)
|
|||||||||||
Assets:
|
|
|
|
|
||||||||
Money market funds
|
$
|
—
|
|
$
|
1,602
|
|
$
|
—
|
|
$
|
1,602
|
|
Insurance contract*
|
—
|
|
70,921
|
|
—
|
|
70,921
|
|
||||
Available-for-sale securities:
|
|
|
|
|
||||||||
Mortgage-backed securities
|
—
|
|
10,449
|
|
—
|
|
10,449
|
|
||||
Total assets measured at fair value
|
$
|
—
|
|
$
|
82,972
|
|
$
|
—
|
|
$
|
82,972
|
|
*
|
The insurance contract invests approximately
52
percent in fixed-income investments,
22
percent in common stock of large-cap companies,
13
percent in common stock of mid-cap companies,
10
percent in common stock of small-cap companies,
1
percent in target date investments and
2
percent in cash equivalents.
|
|
|
Carrying
Amount
|
|
Fair
Value
|
|
||
|
(In thousands)
|
|||||
Long-term debt at June 30, 2017
|
$
|
1,761,476
|
|
$
|
1,864,884
|
|
Long-term debt at June 30, 2016
|
$
|
1,987,307
|
|
$
|
2,134,708
|
|
Long-term debt at December 31, 2016
|
$
|
1,790,159
|
|
$
|
1,841,885
|
|
Six Months Ended June 30, 2017
|
Total
Equity
|
|
|
|
(In thousands)
|
||
Balance at December 31, 2016
|
$
|
2,316,244
|
|
Net income
|
78,539
|
|
|
Other comprehensive loss
|
(56
|
)
|
|
Dividends declared on preferred stocks
|
(171
|
)
|
|
Dividends declared on common stock
|
(75,192
|
)
|
|
Stock-based compensation
|
1,629
|
|
|
Repurchase of common stock
|
(1,684
|
)
|
|
Issuance of common stock upon vesting of stock-based compensation, net of shares used for tax withholdings
|
(757
|
)
|
|
Redemption of preferred stock
|
(15,600
|
)
|
|
Balance at June 30, 2017
|
$
|
2,302,952
|
|
Six Months Ended June 30, 2016
|
Total Stockholders' Equity
|
|
Noncontrolling Interest
|
|
Total
Equity
|
|
|||
|
(In thousands)
|
||||||||
Balance at December 31, 2015
|
$
|
2,396,505
|
|
$
|
124,043
|
|
$
|
2,520,548
|
|
Net loss
|
(84,283
|
)
|
(131,691
|
)
|
(215,974
|
)
|
|||
Other comprehensive loss
|
(1,058
|
)
|
—
|
|
(1,058
|
)
|
|||
Dividends declared on preferred stocks
|
(343
|
)
|
—
|
|
(343
|
)
|
|||
Dividends declared on common stock
|
(73,239
|
)
|
—
|
|
(73,239
|
)
|
|||
Stock-based compensation
|
2,015
|
|
—
|
|
2,015
|
|
|||
Issuance of common stock upon vesting of stock-based compensation, net of shares used for tax withholdings
|
(323
|
)
|
—
|
|
(323
|
)
|
|||
Net tax deficit on stock-based compensation
|
(1,664
|
)
|
—
|
|
(1,664
|
)
|
|||
Contribution from noncontrolling interest
|
—
|
|
7,648
|
|
7,648
|
|
|||
Balance at June 30, 2016
|
$
|
2,237,610
|
|
$
|
—
|
|
$
|
2,237,610
|
|
|
Six Months Ended
|
|||||
|
June 30,
|
|||||
|
2017
|
|
2016
|
|
||
|
(In thousands)
|
|||||
Interest, net of amount capitalized and AFUDC - borrowed of $418 and $548 in 2017 and 2016, respectively
|
$
|
39,207
|
|
$
|
44,860
|
|
Income taxes paid, net*
|
$
|
32,388
|
|
$
|
29,891
|
|
*
|
Income taxes refunded, net of discontinued operations, were $
(3.6)
million and $
(500,000)
for the six months ended June 30, 2017 and 2016, respectively.
|
|
|
|
|
|
|
June 30,
|
|||||
|
2017
|
|
2016
|
|
||
|
(In thousands)
|
|||||
Property, plant and equipment additions in accounts payable
|
$
|
10,449
|
|
$
|
18,449
|
|
|
Three Months Ended
|
Six Months Ended
|
||||||||||
|
June 30,
|
June 30,
|
||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
||||
|
(In thousands)
|
|||||||||||
External operating revenues:
|
|
|
|
|
||||||||
Regulated operations:
|
|
|
|
|
||||||||
Electric
|
$
|
74,574
|
|
$
|
73,832
|
|
$
|
162,799
|
|
$
|
156,755
|
|
Natural gas distribution
|
131,592
|
|
112,770
|
|
474,111
|
|
412,165
|
|
||||
Pipeline and midstream
|
19,319
|
|
19,450
|
|
22,190
|
|
22,998
|
|
||||
|
225,485
|
|
206,052
|
|
659,100
|
|
591,918
|
|
||||
Nonregulated operations:
|
|
|
|
|
||||||||
Pipeline and midstream
|
4,520
|
|
10,268
|
|
8,163
|
|
18,966
|
|
||||
Construction materials and contracting
|
501,426
|
|
541,257
|
|
702,203
|
|
751,108
|
|
||||
Construction services
|
336,009
|
|
285,924
|
|
635,580
|
|
541,424
|
|
||||
Other
|
199
|
|
447
|
|
519
|
|
747
|
|
||||
|
842,154
|
|
837,896
|
|
1,346,465
|
|
1,312,245
|
|
||||
Total external operating revenues
|
$
|
1,067,639
|
|
$
|
1,043,948
|
|
$
|
2,005,565
|
|
$
|
1,904,163
|
|
|
|
|
|
|
||||||||
Intersegment operating revenues:
|
|
|
|
|
|
|
|
|
||||
Regulated operations:
|
|
|
|
|
||||||||
Electric
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Natural gas distribution
|
—
|
|
—
|
|
—
|
|
—
|
|
||||
Pipeline and midstream
|
6,353
|
|
6,594
|
|
27,841
|
|
27,691
|
|
||||
|
6,353
|
|
6,594
|
|
27,841
|
|
27,691
|
|
||||
Nonregulated operations:
|
|
|
|
|
||||||||
Pipeline and midstream
|
59
|
|
36
|
|
93
|
|
119
|
|
||||
Construction materials and contracting
|
172
|
|
97
|
|
258
|
|
215
|
|
||||
Construction services
|
295
|
|
77
|
|
301
|
|
539
|
|
||||
Other
|
1,758
|
|
1,669
|
|
3,501
|
|
3,338
|
|
||||
|
2,284
|
|
1,879
|
|
4,153
|
|
4,211
|
|
||||
Intersegment eliminations
|
(8,637
|
)
|
(8,473
|
)
|
(31,994
|
)
|
(31,902
|
)
|
||||
Total intersegment operating revenues
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
|
|
|
|
|
Three Months Ended
|
Six Months Ended
|
||||||||||
|
June 30,
|
June 30,
|
||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
||||
|
(In thousands)
|
|||||||||||
Earnings (loss) on common stock:
|
|
|
|
|
|
|
|
|
||||
Regulated operations:
|
|
|
|
|
||||||||
Electric
|
$
|
7,859
|
|
$
|
8,022
|
|
$
|
22,191
|
|
$
|
19,141
|
|
Natural gas distribution
|
(2,797
|
)
|
(7,777
|
)
|
25,064
|
|
17,464
|
|
||||
Pipeline and midstream
|
5,492
|
|
5,564
|
|
10,048
|
|
10,852
|
|
||||
|
10,554
|
|
5,809
|
|
57,303
|
|
47,457
|
|
||||
Nonregulated operations:
|
|
|
|
|
||||||||
Pipeline and midstream
|
(238
|
)
|
737
|
|
(865
|
)
|
739
|
|
||||
Construction materials and contracting
|
21,168
|
|
33,696
|
|
1,255
|
|
19,225
|
|
||||
Construction services
|
12,391
|
|
6,990
|
|
19,753
|
|
12,964
|
|
||||
Other
|
(2,163
|
)
|
(1,105
|
)
|
(2,440
|
)
|
(2,564
|
)
|
||||
|
31,158
|
|
40,318
|
|
17,703
|
|
30,364
|
|
||||
Intersegment eliminations*
|
2,093
|
|
—
|
|
4,266
|
|
—
|
|
||||
Earnings on common stock before loss from
discontinued operations
|
43,805
|
|
46,127
|
|
79,272
|
|
77,821
|
|
||||
Loss from discontinued operations, net of tax*
|
(3,190
|
)
|
(276,102
|
)
|
(1,504
|
)
|
(294,138
|
)
|
||||
Loss from discontinued operations attributable to noncontrolling interest
|
—
|
|
(120,651
|
)
|
—
|
|
(131,691
|
)
|
||||
Total earnings (loss) on common stock
|
$
|
40,615
|
|
$
|
(109,324
|
)
|
$
|
77,768
|
|
$
|
(84,626
|
)
|
|
|
Pension Benefits
|
Other
Postretirement Benefits
|
||||||||||
Three Months Ended June 30,
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
||||
|
(In thousands)
|
|||||||||||
Components of net periodic benefit cost (credit):
|
|
|
|
|
||||||||
Service cost
|
$
|
—
|
|
$
|
—
|
|
$
|
306
|
|
$
|
374
|
|
Interest cost
|
4,089
|
|
4,220
|
|
825
|
|
895
|
|
||||
Expected return on assets
|
(5,234
|
)
|
(5,182
|
)
|
(1,175
|
)
|
(1,118
|
)
|
||||
Amortization of prior service credit
|
—
|
|
—
|
|
(343
|
)
|
(343
|
)
|
||||
Amortization of net actuarial loss
|
1,385
|
|
1,514
|
|
100
|
|
299
|
|
||||
Net periodic benefit cost (credit), including amount capitalized
|
240
|
|
552
|
|
(287
|
)
|
107
|
|
||||
Less amount capitalized
|
73
|
|
121
|
|
(114
|
)
|
4
|
|
||||
Net periodic benefit cost (credit)
|
$
|
167
|
|
$
|
431
|
|
$
|
(173
|
)
|
$
|
103
|
|
|
Pension Benefits
|
Other
Postretirement Benefits
|
||||||||||
Six Months Ended June 30,
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
||||
|
(In thousands)
|
|||||||||||
Components of net periodic benefit cost (credit):
|
|
|
|
|
||||||||
Service cost
|
$
|
—
|
|
$
|
—
|
|
$
|
753
|
|
$
|
824
|
|
Interest cost
|
8,103
|
|
8,610
|
|
1,633
|
|
1,844
|
|
||||
Expected return on assets
|
(10,263
|
)
|
(10,462
|
)
|
(2,320
|
)
|
(2,267
|
)
|
||||
Amortization of prior service credit
|
—
|
|
—
|
|
(686
|
)
|
(686
|
)
|
||||
Amortization of net actuarial loss
|
3,178
|
|
3,107
|
|
436
|
|
747
|
|
||||
Net periodic benefit cost (credit), including amount capitalized
|
1,018
|
|
1,255
|
|
(184
|
)
|
462
|
|
||||
Less amount capitalized
|
180
|
|
202
|
|
(153
|
)
|
38
|
|
||||
Net periodic benefit cost (credit)
|
$
|
838
|
|
$
|
1,053
|
|
$
|
(31
|
)
|
$
|
424
|
|
•
|
Organic growth as well as a continued disciplined approach to the acquisition of well-managed companies and properties
|
•
|
The elimination of system-wide cost redundancies through increased focus on integration of operations and standardization and consolidation of various support services and functions across companies within the organization
|
•
|
The development of projects that are accretive to earnings per share and return on invested capital
|
•
|
Divestiture of certain assets to fund capital growth projects throughout the Company
|
|
Three Months Ended
|
Six Months Ended
|
||||||||||
|
June 30,
|
June 30,
|
||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
||||
|
(In millions, except per share amounts)
|
|||||||||||
Electric
|
$
|
7.8
|
|
$
|
8.0
|
|
$
|
22.2
|
|
$
|
19.2
|
|
Natural gas distribution
|
(2.8
|
)
|
(7.8
|
)
|
25.1
|
|
17.5
|
|
||||
Pipeline and midstream
|
5.3
|
|
6.3
|
|
9.2
|
|
11.6
|
|
||||
Construction materials and contracting
|
21.2
|
|
33.7
|
|
1.3
|
|
19.2
|
|
||||
Construction services
|
12.4
|
|
7.0
|
|
19.7
|
|
13.0
|
|
||||
Other
|
(2.2
|
)
|
(1.1
|
)
|
(2.5
|
)
|
(2.6
|
)
|
||||
Intersegment eliminations
|
2.1
|
|
—
|
|
4.3
|
|
—
|
|
||||
Earnings before discontinued operations
|
43.8
|
|
46.1
|
|
79.3
|
|
77.9
|
|
||||
Loss from discontinued operations, net of tax
|
(3.2
|
)
|
(276.1
|
)
|
(1.5
|
)
|
(294.2
|
)
|
||||
Loss from discontinued operations attributable to noncontrolling interest
|
—
|
|
(120.7
|
)
|
—
|
|
(131.7
|
)
|
||||
Earnings (loss) on common stock
|
$
|
40.6
|
|
$
|
(109.3
|
)
|
$
|
77.8
|
|
$
|
(84.6
|
)
|
Earnings (loss) per common share – basic:
|
|
|
|
|
|
|
|
|
||||
Earnings before discontinued operations
|
$
|
.22
|
|
$
|
.24
|
|
$
|
.41
|
|
$
|
.40
|
|
Discontinued operations attributable to the Company, net of tax
|
(.01
|
)
|
(.80
|
)
|
(.01
|
)
|
(.83
|
)
|
||||
Earnings (loss) per common share – basic
|
$
|
.21
|
|
$
|
(.56
|
)
|
$
|
.40
|
|
$
|
(.43
|
)
|
Earnings (loss) per common share – diluted:
|
|
|
|
|
|
|
|
|
||||
Earnings before discontinued operations
|
$
|
.22
|
|
$
|
.24
|
|
$
|
.40
|
|
$
|
.40
|
|
Discontinued operations attributable to the Company, net of tax
|
(.01
|
)
|
(.80
|
)
|
—
|
|
(.83
|
)
|
||||
Earnings (loss) per common share – diluted
|
$
|
.21
|
|
$
|
(.56
|
)
|
$
|
.40
|
|
$
|
(.43
|
)
|
•
|
Discontinued operations which reflects the absence in 2017 of a loss associated with the sale of the refining business, which was sold in June 2016
|
•
|
Higher inside workloads and margins at the construction services business
|
•
|
Higher natural gas retail sales volumes at the natural gas distribution business
|
•
|
Discontinued operations which reflects the absence in 2017 of a loss associated with the sale of the refining business, which was sold in June 2016
|
•
|
Higher inside workloads and margins at the construction services business
|
•
|
Higher natural gas retail sales volumes at the natural gas distribution business
|
•
|
Lower asphalt product volumes and margins and lower construction margins at the construction materials and contracting business
|
•
|
Lower earnings due to the sale of Pronghorn in January 2017 at the pipeline and midstream business
|
|
Three Months Ended
|
Six Months Ended
|
||||||||||
|
June 30,
|
June 30,
|
||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
||||
|
(Dollars in millions, where applicable)
|
|||||||||||
Operating revenues
|
$
|
74.6
|
|
$
|
73.8
|
|
$
|
162.8
|
|
$
|
156.8
|
|
Operating expenses:
|
|
|
|
|
|
|
||||||
Electric fuel and purchased power
|
16.8
|
|
15.9
|
|
38.6
|
|
37.9
|
|
||||
Operation and maintenance
|
28.9
|
|
28.8
|
|
57.0
|
|
55.8
|
|
||||
Depreciation, depletion and amortization
|
11.4
|
|
12.4
|
|
23.4
|
|
25.3
|
|
||||
Taxes, other than income
|
3.9
|
|
3.3
|
|
7.4
|
|
6.6
|
|
||||
|
61.0
|
|
60.4
|
|
126.4
|
|
125.6
|
|
||||
Operating income
|
13.6
|
|
13.4
|
|
36.4
|
|
31.2
|
|
||||
Earnings
|
$
|
7.8
|
|
$
|
8.0
|
|
$
|
22.2
|
|
$
|
19.2
|
|
Retail sales (million kWh):
|
|
|
|
|
||||||||
Residential
|
225.7
|
|
235.5
|
|
581.5
|
|
559.1
|
|
||||
Commercial
|
348.0
|
|
342.6
|
|
744.9
|
|
716.3
|
|
||||
Industrial
|
120.4
|
|
132.2
|
|
262.3
|
|
275.9
|
|
||||
Other
|
24.8
|
|
21.8
|
|
47.2
|
|
43.2
|
|
||||
|
718.9
|
|
732.1
|
|
1,635.9
|
|
1,594.5
|
|
||||
Average cost of electric fuel and purchased power per kWh
|
$
|
.021
|
|
$
|
.020
|
|
$
|
.022
|
|
$
|
.022
|
|
•
|
Higher taxes, other than income of $400,000 (after tax) due to higher property taxes in certain jurisdictions
|
•
|
Lower retail sales margins due to lower retail sales volumes of 2 percent, primarily to industrial and residential customers, largely offset by the recovery of additional investment in a MISO project and approved final and interim rate increases offset in part by a true-up of interim rates to reflect the approved settlement of the North Dakota electric case in June 2017
|
•
|
Higher retail sales margins, largely due to the recovery of additional investment in a MISO project, approved final and interim rate increases and increased retail sales volumes of 3 percent, primarily to commercial and residential customers
|
•
|
Lower depreciation, depletion and amortization expense of $1.2 million (after tax) due to lower depreciation rates implemented in conjunction with regulatory recovery activity
|
•
|
Higher operation and maintenance expense, which includes $700,000 (after tax) due to higher payroll-related costs and timing of software maintenance costs
|
•
|
Higher taxes, other than income, which includes $400,000 (after tax) due to higher property taxes in certain jurisdictions
|
|
Three Months Ended
|
Six Months Ended
|
||||||||||
|
June 30,
|
June 30,
|
||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
||||
|
(Dollars in millions, where applicable)
|
|||||||||||
Operating revenues
|
$
|
131.6
|
|
$
|
112.8
|
|
$
|
474.1
|
|
$
|
412.2
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|||||
Purchased natural gas sold
|
64.1
|
|
54.0
|
|
278.5
|
|
236.1
|
|
||||
Operation and maintenance
|
38.8
|
|
38.3
|
|
79.7
|
|
77.1
|
|
||||
Depreciation, depletion and amortization
|
17.2
|
|
16.6
|
|
34.2
|
|
32.9
|
|
||||
Taxes, other than income
|
10.4
|
|
9.6
|
|
29.1
|
|
26.4
|
|
||||
|
130.5
|
|
118.5
|
|
421.5
|
|
372.5
|
|
||||
Operating income (loss)
|
1.1
|
|
(5.7
|
)
|
52.6
|
|
39.7
|
|
||||
Earnings (loss)
|
$
|
(2.8
|
)
|
$
|
(7.8
|
)
|
$
|
25.1
|
|
$
|
17.5
|
|
Volumes (MMdk)
|
|
|
|
|
|
|
||||||
Sales:
|
|
|
|
|
||||||||
Residential
|
8.3
|
|
6.9
|
|
36.5
|
|
30.3
|
|
||||
Commercial
|
6.0
|
|
5.1
|
|
25.1
|
|
20.7
|
|
||||
Industrial
|
1.0
|
|
.9
|
|
2.5
|
|
2.2
|
|
||||
|
15.3
|
|
12.9
|
|
64.1
|
|
53.2
|
|
||||
Transportation:
|
|
|
|
|
||||||||
Commercial
|
.4
|
|
.4
|
|
1.1
|
|
.9
|
|
||||
Industrial
|
28.2
|
|
30.1
|
|
66.2
|
|
70.9
|
|
||||
|
28.6
|
|
30.5
|
|
67.3
|
|
71.8
|
|
||||
Total throughput
|
43.9
|
|
43.4
|
|
131.4
|
|
125.0
|
|
||||
Degree days (% of normal)*
|
|
|
|
|
|
|
|
|
||||
Montana-Dakota/Great Plains
|
96
|
%
|
96
|
%
|
97
|
%
|
83
|
%
|
||||
Cascade
|
91
|
%
|
56
|
%
|
111
|
%
|
80
|
%
|
||||
Intermountain
|
116
|
%
|
81
|
%
|
111
|
%
|
92
|
%
|
||||
Average cost of natural gas, including transportation, per dk
|
$
|
4.17
|
|
$
|
4.18
|
|
$
|
4.35
|
|
$
|
4.44
|
|
|
•
|
Higher natural gas retail sales margins resulting from higher retail sales volumes of 19 percent to all customer classes, primarily colder weather in all regions and customer growth, as well as approved rate recovery; offset in part by decoupling and weather normalization in certain jurisdictions
|
•
|
Higher natural gas transportation margins resulting from higher average rates due to customer mix, partially offset by a decrease in volumes of 6 percent
|
•
|
Higher natural gas retail sales margins resulting from higher retail sales volumes of 21 percent to all customer classes, primarily colder weather in all regions and customer growth, as well as approved rate recovery; offset in part by decoupling and weather normalization in certain jurisdictions
|
•
|
Higher natural gas transportation margins resulting from higher average rates due to customer mix, partially offset by a decrease in volumes of 6 percent
|
•
|
Higher operation and maintenance expense of $1.5 million (after tax) primarily due to higher payroll-related costs and timing of software maintenance costs
|
•
|
Higher depreciation, depletion and amortization expense of $800,000 (after tax) due to increased property, plant and equipment balances
|
|
Three Months Ended
|
Six Months Ended
|
||||||||||
|
June 30,
|
June 30,
|
||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
||||
|
(Dollars in millions)
|
|||||||||||
Operating revenues
|
$
|
30.2
|
|
$
|
36.3
|
|
$
|
58.3
|
|
$
|
69.7
|
|
Operating expenses:
|
|
|
|
|
||||||||
Operation and maintenance
|
13.7
|
|
15.1
|
|
27.2
|
|
29.0
|
|
||||
Depreciation, depletion and amortization
|
4.1
|
|
6.1
|
|
8.2
|
|
12.4
|
|
||||
Taxes, other than income
|
3.1
|
|
3.1
|
|
6.1
|
|
5.8
|
|
||||
|
20.9
|
|
24.3
|
|
41.5
|
|
47.2
|
|
||||
Operating income
|
9.3
|
|
12.0
|
|
16.8
|
|
22.5
|
|
||||
Earnings
|
$
|
5.3
|
|
$
|
6.3
|
|
$
|
9.2
|
|
$
|
11.6
|
|
Transportation volumes (MMdk)
|
79.4
|
|
74.1
|
|
146.5
|
|
149.4
|
|
||||
Natural gas gathering volumes (MMdk)
|
4.1
|
|
5.0
|
|
8.0
|
|
9.9
|
|
||||
Customer natural gas storage balance (MMdk):
|
|
|
|
|
||||||||
Beginning of period
|
15.0
|
|
14.5
|
|
26.4
|
|
16.6
|
|
||||
Net injection (withdrawal)
|
10.1
|
|
13.6
|
|
(1.3
|
)
|
11.5
|
|
||||
End of period
|
25.1
|
|
28.1
|
|
25.1
|
|
28.1
|
|
•
|
Lower depreciation, depletion and amortization expense of $1.3 million (after tax), primarily the absence of Pronghorn
|
•
|
Lower operation and maintenance expense primarily due to the absence of Pronghorn
|
•
|
Lower interest expense of $500,000 (after tax) due to lower debt balances
|
•
|
Lower depreciation, depletion and amortization expense of $2.6 million (after tax), primarily the absence of Pronghorn
|
•
|
Lower operation and maintenance expense primarily due to the absence of Pronghorn
|
•
|
Lower interest expense of $1.0 million (after tax) due to lower debt balances
|
|
Three Months Ended
|
Six Months Ended
|
||||||||||
|
June 30,
|
June 30,
|
||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
||||
|
(Dollars in millions)
|
|||||||||||
Operating revenues
|
$
|
501.6
|
|
$
|
541.4
|
|
$
|
702.5
|
|
$
|
751.3
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|||||
Operation and maintenance
|
437.2
|
|
456.6
|
|
643.1
|
|
661.2
|
|
||||
Depreciation, depletion and amortization
|
14.4
|
|
14.8
|
|
28.1
|
|
29.9
|
|
||||
Taxes, other than income
|
12.0
|
|
11.9
|
|
20.9
|
|
21.4
|
|
||||
|
463.6
|
|
483.3
|
|
692.1
|
|
712.5
|
|
||||
Operating income
|
38.0
|
|
58.1
|
|
10.4
|
|
38.8
|
|
||||
Earnings
|
$
|
21.2
|
|
$
|
33.7
|
|
$
|
1.3
|
|
$
|
19.2
|
|
Sales (000's):
|
|
|
|
|
|
|
|
|
||||
Aggregates (tons)
|
7,374
|
|
7,659
|
|
10,879
|
|
11,285
|
|
||||
Asphalt (tons)
|
1,830
|
|
2,213
|
|
2,045
|
|
2,452
|
|
||||
Ready-mixed concrete (cubic yards)
|
1,037
|
|
1,050
|
|
1,599
|
|
1,694
|
|
•
|
Lower asphalt product volumes and margins primarily due to weather-related delays, increased competition in certain regions and increasing material costs
|
•
|
Lower construction margins of $4.1 million (after tax) primarily due to lower revenues resulting from poor weather conditions that caused a delay in the start of projects
|
•
|
Lower aggregate margins of $1.0 million (after tax) primarily due to lower sales volumes, which reflects the effects of large projects in 2016 and weather-related delays; partially offset by strong commercial and residential demand in certain regions and lower production costs
|
•
|
Lower asphalt product volumes and margins primarily due to the effects of large projects in 2016, weather-related delays and increased competition in certain regions
|
•
|
Lower construction margins of $7.4 million (after tax) primarily due to lower revenues resulting from poor weather conditions, as previously discussed, project timing and increased competition
|
•
|
Lower ready-mixed concrete margins of $2.2 million (after tax) due to lower volumes primarily resulting from poor weather conditions
|
|
Three Months Ended
|
Six Months Ended
|
||||||||||
|
June 30,
|
June 30,
|
||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
||||
|
(In millions)
|
|||||||||||
Operating revenues
|
$
|
336.3
|
|
$
|
286.0
|
|
$
|
635.9
|
|
$
|
542.0
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
||||
Operation and maintenance
|
300.1
|
|
260.7
|
|
569.7
|
|
494.3
|
|
||||
Depreciation, depletion and amortization
|
4.0
|
|
3.8
|
|
8.0
|
|
7.6
|
|
||||
Taxes, other than income
|
11.5
|
|
9.7
|
|
24.8
|
|
20.4
|
|
||||
|
315.6
|
|
274.2
|
|
602.5
|
|
522.3
|
|
||||
Operating income
|
20.7
|
|
11.8
|
|
33.4
|
|
19.7
|
|
||||
Earnings
|
$
|
12.4
|
|
$
|
7.0
|
|
$
|
19.7
|
|
$
|
13.0
|
|
•
|
Higher earnings of $5.5 million (after tax) resulting from higher inside workloads and margins largely due to an increase in the number and size of projects that moved into full construction during the quarter
|
•
|
Higher earnings resulting from higher outside margins due to successful execution of labor performance on projects
|
•
|
Higher earnings of $11.1 million (after tax) resulting from higher inside workloads and margins in the majority of business activities
|
•
|
An increase in the number and size of projects that moved into full construction in 2017
|
•
|
Successful execution of labor performance on projects
|
•
|
Higher selling, general and administrative expense of $2.1 million (after tax), primarily higher payroll-related costs
|
•
|
Absence in 2017 of a tax benefit of $1.5 million related to the disposition of a non-strategic asset
|
•
|
Lower outside earnings due to fewer significant customer projects in 2017
|
|
Three Months Ended
|
Six Months Ended
|
||||||||||
|
June 30,
|
June 30,
|
||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
||||
|
(In millions)
|
|||||||||||
Operating revenues
|
$
|
1.9
|
|
$
|
2.1
|
|
$
|
4.0
|
|
$
|
4.1
|
|
Operating expenses:
|
|
|
|
|
||||||||
Operation and maintenance
|
4.4
|
|
2.2
|
|
5.6
|
|
3.9
|
|
||||
Depreciation, depletion and amortization
|
.5
|
|
.5
|
|
1.1
|
|
1.0
|
|
||||
Taxes, other than income
|
—
|
|
—
|
|
.1
|
|
.1
|
|
||||
|
4.9
|
|
2.7
|
|
6.8
|
|
5.0
|
|
||||
Operating loss
|
(3.0
|
)
|
(.6
|
)
|
(2.8
|
)
|
(.9
|
)
|
||||
Loss
|
$
|
(2.2
|
)
|
$
|
(1.1
|
)
|
$
|
(2.5
|
)
|
$
|
(2.6
|
)
|
|
Three Months Ended
|
Six Months Ended
|
||||||||||||
|
June 30,
|
June 30,
|
||||||||||||
|
2017
|
|
|
2016
|
|
2017
|
|
|
2016
|
|
||||
|
(In millions)
|
|||||||||||||
Income (loss) from discontinued operations before intercompany eliminations, net of tax
|
$
|
(1.1
|
)
|
|
$
|
(285.1
|
)
|
$
|
2.8
|
|
|
$
|
(303.3
|
)
|
Intercompany eliminations
|
(2.1
|
)
|
*
|
9.0
|
|
(4.3
|
)
|
*
|
9.1
|
|
||||
Loss from discontinued operations, net of tax
|
(3.2
|
)
|
|
(276.1
|
)
|
(1.5
|
)
|
|
(294.2
|
)
|
||||
Loss from discontinued operations attributable to noncontrolling interest
|
—
|
|
|
(120.7
|
)
|
—
|
|
|
(131.7
|
)
|
||||
Loss from discontinued operations attributable to the Company, net of tax
|
$
|
(3.2
|
)
|
|
$
|
(155.4
|
)
|
$
|
(1.5
|
)
|
|
$
|
(162.5
|
)
|
|
|
Three Months Ended
|
Six Months Ended
|
||||||||||
|
June 30,
|
June 30,
|
||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
||||
|
(In millions)
|
|||||||||||
Intersegment transactions:
|
|
|
|
|
|
|
||||||
Operating revenues
|
$
|
8.6
|
|
$
|
8.5
|
|
$
|
32.0
|
|
$
|
31.9
|
|
Purchased natural gas sold
|
6.4
|
|
6.6
|
|
27.9
|
|
27.6
|
|
||||
Operation and maintenance
|
2.2
|
|
1.9
|
|
4.1
|
|
4.3
|
|
||||
Income from continuing operations*
|
(2.1
|
)
|
—
|
|
(4.3
|
)
|
—
|
|
|
•
|
The Company continually seeks opportunities to expand through organic growth opportunities and strategic acquisitions.
|
•
|
The Company focuses on creating value through vertical integration among its business units.
|
•
|
The Company expects to grow its rate base by approximately 4 percent annually over the next five years on a compound basis. This growth projection is on a much larger base, having grown rate base at a record pace of 12 percent compounded annually over the past five-year period. The utility operations are spread across eight states where customer growth is expected to be higher than the national average. This customer growth, along with system upgrades and replacements needed to supply safe and reliable service, will require investments in new electric generation and transmission, and electric and natural gas distribution. Rate base at December 31, 2016, was $1.9 billion.
|
•
|
The Company expects its customer base to grow by 1 percent to 2 percent per year.
|
•
|
In June 2016, the Company, along with a partner, began a 345-kilovolt transmission line from Ellendale, North Dakota, to Big Stone City, South Dakota, about 160 miles. The project has been approved as a MISO multivalue project. All of the necessary easements have been secured. The Company's total capital investment in this project is expected to be in the range of $150 million to $170 million. The Company expects this project to be completed in 2019.
|
•
|
In December 2016, the Company signed a 25-year agreement to purchase power from the expansion of the Thunder Spirit Wind farm in southwest North Dakota. The agreement includes an option to buy the project at the close of construction. The expansion of the Thunder Spirit Wind farm will boost the combined production at the wind farm to approximately 150 MW of renewable energy and, if purchased, will increase the Company's generation portfolio from approximately 22 percent renewables to 27 percent. The original 107.5-MW Thunder Spirit Wind farm includes 43 turbines; it was purchased by the Company in December 2015. The expansion will include 13 to 16 turbines, depending on the turbine size selected. It is expected to be online in December 2018. Construction costs for the project are estimated to be $85 million. In June 2017, the Company filed with the NDPSC an advance determination of prudence for the purchase of this expansion.
|
•
|
In June 2017, the Company filed its 2017 North Dakota Electric Integrated Resource Plan. The plan includes the proposed purchase of the Thunder Spirit Wind farm expansion project and the development and design of a large combined-cycle natural gas-fired facility.
|
•
|
The Company is involved in a number of pipeline projects to enhance the reliability and deliverability of its system.
|
•
|
The Company is focused on organic growth, while monitoring potential merger and acquisition opportunities.
|
•
|
Regulatory actions
|
◦
|
On June 16, 2017, the NDPSC approved the settlement agreement filed by the Company on April 7, 2017, as discussed in Note
15
.
|
◦
|
On May 31, 2017, the Company filed an application with the WUTC for an annual pipeline replacement cost recovery mechanism, as discussed in Note
15
.
|
◦
|
On June 30, 2017, the Company filed an application for advance determination of prudence and a certificate of public convenience and necessity with the NDPSC to purchase an expansion of the Thunder Spirit Wind farm, as discussed in Note
15
.
|
◦
|
On July 21, 2017, the Company filed an application with the NDPSC for a natural gas rate increase, as discussed in Note
15
.
|
◦
|
On July 31, 2017, the Company filed an application with the WUTC for a natural gas rate increase, as discussed in Note
15
.
|
•
|
In September 2016, the Company secured sufficient capacity commitments and started survey work on a 38-mile pipeline that will deliver natural gas supply to eastern North Dakota and far western Minnesota. The Valley Expansion project will connect the Viking Gas Transmission Company pipeline near Felton, Minnesota, to the Company's existing pipeline near Mapleton, North Dakota. Cost of the expansion is estimated at $55 million to $60 million. The project, which is designed to transport 40 million cubic feet of natural gas per day, is under the jurisdiction of the FERC. In October 2016, the Company received FERC approval on its pre-filing for the Valley Expansion project. With minor enhancements, the pipeline will be able to transport significantly more volume if required, based on capacity requested or as needed in the future as the region's demand grows. Following receipt of necessary permits and regulatory approvals, construction is expected to begin in 2018 with completion expected late that same year.
|
•
|
The Charbonneau and Line Section 25 expansion projects, which include a new compression station as well as other compression additions and enhancements at existing stations, were placed into service in the second quarter of 2017. The Company has signed long-term agreements supporting the expansion projects.
|
•
|
In June 2017, the Company announced plans to complete a Line Section 27 expansion project. The project will include approximately 13 miles of new pipeline and associated facilities. The project, as designed, will increase capacity by over 200,000 dk per day and bring total capacity to over 600,000 dk per day. The project is expected to be placed in-service in the fall of 2018. The Company has signed long-term contracts supporting this expansion and expects construction costs to range from $27 million to $30 million.
|
•
|
The Company continues to focus on growing and improving existing operations through organic projects to become the leading pipeline company and midstream provider in all areas in which it operates.
|
•
|
Approximate work backlog at June 30, 2017, was $766 million, compared to $805 million a year ago.
|
•
|
Projected revenues are in the range of $1.8 billion to $1.9 billion for 2017.
|
•
|
The Company anticipates margins in 2017 to be slightly lower as compared to 2016 margins.
|
•
|
The Company expects public sector workload growth as anticipated new state and local infrastructure spending initiatives are introduced. California's $52.4 billion Road Repair and Accountability Act of 2017, and the $5.3 billion transportation package in Oregon, are expected to drive demand in both the near and far term.
|
•
|
As one of the country's largest sand and gravel producers, the Company will continue to strategically manage its 1.0 billion tons of aggregate reserves in all its markets, as well as take further advantage of being vertically integrated.
|
•
|
Of the seven labor contracts that Knife River was negotiating, as reported in Items 1 and 2 - Business Properties - General in the 2016 Annual Report, six have been ratified. The one remaining contract is still in negotiations.
|
•
|
Approximate work backlog at June 30, 2017, was $596 million, compared to $508 million a year ago.
|
•
|
Projected revenues are in the range of $1.2 billion to $1.3 billion for 2017.
|
•
|
The Company anticipates margins in 2017 to be comparable to 2016 margins.
|
•
|
The Company continues to pursue opportunities for expansion in energy projects such as petrochemical, transmission, substations, utility services and renewables. Initiatives are aimed at capturing additional market share and expanding into new markets.
|
•
|
As the 13th-largest specialty contractor, the Company continues to pursue opportunities for expansion and execute initiatives in current and new markets that align with the Company's expertise, resources and strategic growth plan.
|
•
|
The five labor contracts that MDU Construction Services was negotiating, as reported in Items 1 and 2 - Business Properties - General in the 2016 Annual Report, have been ratified.
|
•
|
System upgrades
|
•
|
Routine replacements
|
•
|
Service extensions
|
•
|
Routine equipment maintenance and replacements
|
•
|
Buildings, land and building improvements
|
•
|
Pipeline, gathering and other midstream projects
|
•
|
Power generation and transmission opportunities
|
•
|
Environmental upgrades
|
•
|
Other growth opportunities
|
Company
|
|
Facility
|
|
Facility
Limit
|
|
|
Amount Outstanding
|
|
|
Letters
of Credit
|
|
|
Expiration
Date
|
|||
|
|
|
|
(In millions)
|
|
|
|
|
||||||||
MDU Resources Group, Inc.
|
|
Commercial paper/Revolving credit agreement
|
(a)
|
$
|
175.0
|
|
|
$
|
25.4
|
|
(b)
|
$
|
—
|
|
|
5/8/19
|
Cascade Natural Gas Corporation
|
|
Revolving credit agreement
|
|
$
|
75.0
|
|
(c)
|
$
|
—
|
|
|
$
|
2.2
|
|
(d)
|
4/24/20
|
Intermountain Gas Company
|
|
Revolving credit agreement
|
|
$
|
85.0
|
|
(e)
|
$
|
13.5
|
|
|
$
|
—
|
|
|
4/24/20
|
Centennial Energy Holdings, Inc.
|
|
Commercial paper/Revolving credit agreement
|
(f)
|
$
|
500.0
|
|
|
$
|
155.7
|
|
(b)
|
$
|
—
|
|
|
9/23/21
|
(a)
|
The commercial paper program is supported by a revolving credit agreement with various banks (provisions allow for increased borrowings, at the option of the Company on stated conditions, up to a maximum of $225.0 million). There were no amounts outstanding under the credit agreement.
|
(b)
|
Amount outstanding under commercial paper program.
|
(c)
|
Certain provisions allow for increased borrowings, up to a maximum of $100.0 million.
|
(d)
|
Outstanding letter(s) of credit reduce the amount available under the credit agreement.
|
(e)
|
Certain provisions allow for increased borrowings, up to a maximum of $110.0 million.
|
(f)
|
The commercial paper program is supported by a revolving credit agreement with various banks (provisions allow for increased borrowings, at the option of Centennial on stated conditions, up to a maximum of $600.0 million). There were no amounts outstanding under the credit agreement.
|
|
|
|
MDU RESOURCES GROUP, INC.
|
|
|
|
|
|
DATE:
|
August 4, 2017
|
BY:
|
/s/ Doran N. Schwartz
|
|
|
|
Doran N. Schwartz
|
|
|
|
Vice President and Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
BY:
|
/s/ Jason L. Vollmer
|
|
|
|
Jason L. Vollmer
|
|
|
|
Vice President, Chief Accounting Officer
and Treasurer
|
Exhibit No.
|
|
|
|
|
|
|
MDU Resources Group, Inc. Director Compensation Policy, as amended May 10, 2017*
|
|
|
|
|
|
MDU Resources Group, Inc. Executive Incentive Compensation Plan, as amended May 10, 2017, and Rules and Regulations, as amended May 9, 2017*
|
|
|
|
|
|
MDU Resources Group, Inc. Nonqualified Defined Contribution Plan, as amended May 10, 2017*
|
|
|
|
|
|
MDU Resources Group, Inc. Supplemental Income Security Plan, as amended and restated May 10, 2017*
|
|
|
|
|
|
Instrument of Amendment to the MDU Resources Group, Inc. 401(k) Retirement Plan, dated April 10, 2017*
|
|
|
|
|
|
Computation of Ratio of Earnings to Fixed Charges and Combined Fixed Charges and Preferred Stock Dividends*
|
|
|
|
|
|
Certification of Chief Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
|
|
|
|
|
|
Certification of Chief Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
|
|
|
|
|
|
Certification of Chief Executive Officer and Chief Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
|
|
|
|
|
|
Mine Safety Disclosures*
|
|
|
|
|
101
|
|
The following materials from MDU Resources Group, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Statements of Income, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows and (v) the Notes to Consolidated Financial Statements, tagged in summary and detail.
|
Annual Cash Retainers
|
|
Base Retainer
|
$70,000*
|
Additional Retainers:
|
|
Non-Executive Chair of the Board
|
90,000
|
Chair of Audit Committee
|
15,000
|
Chair of Compensation Committee
|
10,000
|
Chair of Nominating and Governance Committee
|
10,000
|
|
1.
|
General liability and automobile liability insurance:
|
2.
|
Fiduciary and crime insurance:
|
3.
|
Aircraft liability insurance:
|
4.
|
Business travel accident insurance:
|
5.
|
Group life insurance:
|
|
II.
|
DEFINITIONS
|
III.
|
BASIC PLAN CONCEPT
|
VI.
|
PLAN PERFORMANCE MEASURES
|
VIII.
|
INCENTIVE FUND DETERMINATION
|
I.
|
DEFINITIONS
|
1.
|
The “Administrator” shall be the Compensation Committee of the Board of Directors of MDUR with respect to employees subject to Section 16 of the Securities Exchange Act of 1934, as amended. With respect to employees who are not subject to Section 16, the Chief Executive Officer of MDUR, with respect to MDUR employees, and the chief executive officer of each business segment, in conjunction with the Chief Executive Officer of MDUR, with respect to the business segment’s employees, shall be the Administrator.
|
2.
|
"Change in Control" shall mean the occurrence of any of the following transactions or events: (a) any person (which shall not include MDUR, any subsidiary of MDUR or any employee benefit plan of MDUR or of any subsidiary of MDUR) ("Person") or group (as that term is defined in Treasury Regulation Section 1.409A-3(i)(5)(v)(B)), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such Person or Persons)
|
3.
|
The “Code” shall mean the Internal Revenue Code of 1986, as amended.
|
4.
|
The “Compensation Committee” shall be the Compensation Committee of the Board of Directors of MDUR.
|
5.
|
"MDUR" shall refer to MDU Resources Group, Inc. alone and shall not refer to any of its business segments, divisions or subsidiaries.
|
6.
|
The "Moody's Rate" is defined as the average of (i) the number that results from adding the daily Moody’s U.S. Long-Term Corporate Bond Yield Average for “A” rated companies as of the last day of each month for the 12-month period ending October 31 and dividing by 12 and (ii) the number that results from adding the daily Moody’s U.S. Long-Term Corporate Bond Yield Average for “BBB” rated companies as of the last day of each month for the 12-month period ending October 31 and dividing by 12.
|
7.
|
"Participants" for any Plan Year shall be those executives who have been approved by the Administrator as eligible for participation in the Plan for such Plan Year.
|
8.
|
"Payment Date" shall be the date set by the Administrator for payment of awards pursuant to Section X of the Plan, other than those awards deferred pursuant to Section X of the Plan and Section VII of these Rules and Regulations.
|
9.
|
The "Plan" shall refer to the Executive Incentive Compensation Plan, as it has been and may be amended.
|
10.
|
The "Plan Year" shall be the calendar year.
|
11.
|
“Retirement” means the later of the day the Participant attains age 55 or the day the Participant ceases to be an employee of MDUR or any of its business segments, divisions or subsidiaries.
|
12.
|
“Service Year” means the Plan Year during which the services giving rise to the incentive award are performed.
|
13.
|
“Specified Employee” means an employee who, as of the date the employee separates from service, is a “specified employee” (as that term is used in Section 409A(a)(2)(B) of the Code), as determined under MDUR's policy for determining specified employees.
|
II.
|
ADMINISTRATION
|
1.
|
The Compensation Committee shall have the full power to construe and interpret the Plan and to establish and to amend these Rules and Regulations for its administration.
|
2.
|
The Administrator shall not participate in a decision as to the Administrator’s eligibility for, or award of, an incentive award payment.
|
3.
|
For each Plan Year, the Administrator shall approve a list of eligible executives and notify those so approved that they are eligible to participate in the Plan for such Plan Year.
|
4.
|
No later than 90 days after the beginning of each Plan Year, the Administrator shall approve the Plan’s performance measures, performance targets and target incentive award levels for each salary grade covered by the Plan for the Plan Year.
|
5.
|
The Administrator shall have final discretion to determine actual award payment levels, method of payment, and whether or not payments shall be made for any Plan Year. However, unless the Plan's performance goals are met for the Plan Year, no award shall be made for that Plan Year. Performance targets modified pursuant to Section III of the Plan will be deemed performance targets for purposes of determining whether or not these targets have been met.
|
III.
|
PLAN PERFORMANCE MEASURES
|
1.
|
The Administrator shall establish the percentage attainment of performance measures. The Administrator may establish more or fewer performance measures as it deems necessary.
|
2.
|
The performance measures may be set by reference to earnings, return on invested capital or any other measure or combination of measures deemed appropriate by the Administrator. They may be
|
3.
|
The Administrator shall cause to be prepared a list of individuals to whom the Plan performance measures will be applied and shall identify the applicable performance measures for each Participant, which may vary among Participants.
|
4.
|
The Administrator may set threshold, target and maximum and other award levels for some or all of the performance measures, and those levels shall be included on the list referred to in paragraph 3 above.
|
5.
|
The Administrator will retain the authority to determine whether or not the actual attainment of these measures has been made.
|
1.
|
Target incentive awards will be a percentage of each Participant’s Salary, as defined in the Plan.
|
2.
|
Target incentive awards shall be set by the Administrator annually and will be included on the list referred to above.
|
1.
|
The target incentive fund is the sum of the individual target incentive awards for all eligible Participants.
|
2.
|
Once individual incentive targets have been determined, a target incentive fund shall be established and accrued ratably by MDUR and each of its business segments, divisions and/or subsidiaries, as applicable. The incentive fund and accruals may be adjusted during the year.
|
3.
|
As soon as practicable following the close of each Plan Year, the Chief Executive Officer of MDUR will cause to be prepared an analysis showing performance in relation to the performance measures. The Administrator will review the analysis and determine, in its sole discretion, the amount of the actual incentive fund.
|
4.
|
In determining the actual incentive fund, any recommendations of the Chief Executive Officer of MDUR or the Administrator will be considered.
|
1.
|
The Administrator shall have the sole discretion to determine each individual Participant's award. The Administrator's decision will be based upon the level of performance achieved.
|
2.
|
Each individual Participant’s award will be based upon the level of performance achieved relative to the established performance measures, as determined by a percentage from 0 percent to a maximum of 250 percent, as determined by the Administrator.
|
1.
|
On the date the Administrator determines the awards to be made to individual Participants, it shall also establish the Payment Date.
|
2.
|
Except as provided below or in the Plan or as the Administrator otherwise determines, in order to receive an award under the Plan, a Participant must remain in the employment of the Participant’s employer for the entire Service Year.
|
3.
|
If a Participant terminates employment after the Participant’s 65
th
birthday and the termination occurs during the Service Year, determination of whether the performance measures have been met will be made at the end of the Service Year, and to the extent met, payment of the award will be made to the Participant, prorated. Proration of awards shall be based upon the number of full months elapsed from and including January to and including the month in
|
4.
|
Payment of the awards shall be made in cash. Payments shall be made on the Payment Date unless the Participant has deferred, in whole or in part, the receipt of the award by making an election on the deferral form attached hereto, prior to the beginning of the Service Year. Deferral elections may not be changed or revoked after the Service Year begins.
|
1.
|
In the event a Participant has elected to defer receipt of all or a portion of the award, MDUR or one of its business segments, divisions or subsidiaries, as applicable shall set up an account in the Participant's name. The amount of the Participant's award to the extent deferred will be credited to the Participant's account on the Payment Date.
|
2.
|
The balance credited to an account of a Participant who has elected to defer receipt of an award will be an unsecured, unfunded obligation of MDUR or one of its business segments, divisions or subsidiaries, as applicable.
|
3.
|
Interest shall accrue on the balance credited to a Participant's account from the date the balance is credited. The rate of interest for each Plan Year shall be the Moody’s Rate.
|
4.
|
Interest shall be compounded and credited to the account monthly.
|
5.
|
A Participant may elect to defer any percentage, not to exceed l00, of an annual award.
|
6.
|
A Participant electing to defer any part of an award must elect one of the following dates on which (a) payment will be made, if payment will be made in a lump sum or (b) payments will commence, if payment will be made in monthly installments:
|
(1)
|
Between January 1 and March 10 next following termination of employment with MDUR, its business segments, divisions and subsidiaries, as applicable; or
|
(2)
|
Between January 1 and March 10 of the fifth year following the year in which the award would have been paid had it not been deferred.
|
7.
|
A Participant may elect to receive the deferred amounts accumulated in the Participant's account in monthly installments, not to exceed 120. In the event the Participant elects to receive the amounts in the Participant's account in more than one installment, interest shall continue to accrue on the balance remaining in their account at the applicable rate or rates determined annually by the Compensation Committee.
|
8.
|
Notwithstanding anything contained in the Plan or these Rules and Regulations to the contrary, if a Specified Employee's employment terminates, to the extent required by Section 409A(a)(2)(B) of the Code, except as otherwise provided in paragraph 9 below of this Section VIII of these Rules and Regulations, payment of any deferred amounts under the Plan that are to be paid during the 6-month period following the Specified Employee's termination of employment shall not be paid or provided until the first business day after the date that is 6 months following the Specified Employee's termination of employment. Any payment that is made
|
9.
|
In the event of the death of a Participant in whose name a deferred account has been set up, MDUR or one of its business segments, divisions or subsidiaries, as applicable, shall, within 90 days thereafter, pay to the Participant's estate or the designated beneficiary the entire amount in the deferred account.
|
10.
|
In the event of a "Change in Control" then any award deferred by each Participant shall become immediately payable to the Participant. In the event the Participant files suit to collect a deferred award then all of the Participant's court costs, other expenses of litigation, and attorneys' fees shall be paid by MDUR or one of its business segments, divisions or subsidiaries, as applicable, in the event the Participant prevails upon any of the Participant's claims for payment.
|
2.1
|
“Administrator”
means the Compensation Committee of the Board.
|
2.2
|
“Beneficiary”
means the person or entity determined to be a Participant’s beneficiary pursuant to Section 11.
|
2.3
|
“Board”
means the Board of Directors of the Company.
|
2.4
|
“Code”
means the Internal Revenue Code of 1986, as amended from time to time.
|
2.5
|
“Company”
means MDU Resources Group, Inc., and any current or future corporation that (a) is in a controlled group of corporations (within the meaning of Section 414(b) of the Code) of which MDU Resources Group, Inc. is a member and (b) has been approved by the Compensation Committee of the Board upon recommendation of the Chief Executive Officer to adopt the Plan for the benefit of its eligible employees. For purposes hereof, each such participating affiliate shall be deemed to have appointed MDU Resources Group, Inc. as its agent to act on its behalf in all matters relating to administration, amendment or termination of the Plan.
|
2.6
|
“Compensation”
means the annualized base salary paid to a Participant as of the first day of the Plan Year.
|
2.7
|
“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended from time to time.
|
2.8
|
“Participant”
means an employee of the Company who has been selected to participate in the Plan pursuant to Section 3.
|
2.9
|
“Plan”
means the MDU Resources Group, Inc. Nonqualified Defined Contribution Plan, as set forth herein and as amended from time to time.
|
2.10
|
“Plan Year”
means the calendar year.
|
8.1
|
Vesting of Accounts Prior to 2017 Plan Year.
Each account of a Participant established for amounts credited to the Plan for Plan Years prior to
2017, shall be subject to a separate four (4) year vesting period. With respect to a Participant’s first account,
if the Participant was selected to participate in the Plan with respect to a Plan Year after January 1 of that Plan Year, the Participant shall be one hundred percent (100%) vested in the amounts credited to that account after completing four (4) Years of Participation relating to that account, with the four (4) years of participation commencing on the date of selection as a Participant and ending at midnight on the fourth anniversary of such date of selection. With respect to a Participant’s other accounts, a Participant shall be one hundred percent (100%) vested in the amounts credited to the applicable account after completing four (4) years of participation relating to the account, with the four (4) years of participation commencing on January 1 of the Plan Year in which the contribution was made to the account and ending at midnight on January 1 four (4) years thereafter. Partial or pro rata vesting shall not be permitted with respect to such Participants’ accounts.
|
8.2
|
Vesting of Accounts
Beginning with 2017 Plan Year.
With respect to any account established for amounts credited to the Plan on behalf of a Participant for Plan Years on and after 2017, the Participant shall become vested in a percentage of the fair market value of such portion of the account(s) as follows:
|
Years of Participation
|
Vested Percentage
|
Less than 1 year
|
0%
|
1 year but less than 2
|
34%
|
2 years but less than 3
|
67%
|
3 years and thereafter
|
100%
|
|
|
8.3
|
Accelerated Vesting Upon Certain Events.
Subject to the provisions of Section 14, and notwithstanding the foregoing provisions of this Section 8, if a Participant (a) dies while employed by the Employer, (b) is an officer of the Company, and terminates employment after the Participant’s 65
th
birthday and prior to the end of the vesting period(s) with respect to the Participant’s account(s), (c) separates from service with the Company (within the meaning of Code Section 409A) after attaining age sixty (60) and completing at least ten (10) “years of continuous service” with the Company, as measured from the Participant’s initial date of hire with the Company and calculated in accordance with rules and procedures established by the Company, or (d) involuntary separates from service with the Company within twelve (12) months of a “change in control” of the Company (within the meaning of Code Section 409A), then such Participant shall have a nonforfeitable (vested) right to 100% of the amounts credited to the Participant’s account(s). If a Participant separates from service for any reason other than as described in the prior sentence, such Participant shall have a nonforfeitable (vested) right to the amounts credited to the Participant’s account(s) only to the extent such amounts had vested as of the date of the separation from service.
|
(a)
|
Any employee of the Company who is eligible to participate in the Plan as described in Section 3 shall elect the time and form of payment for his account(s) in accordance with the rules and procedures prescribed by the Administrator. Beginning with amounts credited to a Participant’s account for 2017, the Participant’s irrevocable distribution election will be effective only for one Plan Year and will apply to amounts credited to the Participant’s account for that Plan Year (or portion of that Plan Year) to which the distribution election relates, regardless of when such amounts are otherwise scheduled to be contributed.
|
(b)
|
The Administrator may establish election periods during which a Participant’s irrevocable election must be received by the Administrator. However, no election may be made or accepted after the December 31 immediately preceding the Plan Year for which the election is to be effective. Notwithstanding the foregoing, in the Plan Year in which an employee of the Company first becomes eligible to participate in the Plan, the Participant may make his distribution election within 30 days after the date upon which he becomes eligible to participate. A distribution election that is not timely made with respect to a Plan Year, as determined by the Administrator, shall have no effect with respect to such Plan Year and shall be considered void.
|
(c)
|
In the event that a Participant fails to make a valid distribution election for a Plan Year, the Participant will be deemed to have elected to receive the amounts credited to his account
|
9.2
|
Form of Distribution.
|
(a)
|
Each Participant shall elect to receive the amounts credited to his account for each Plan Year in one of the following modes of distribution:
|
(i)
|
a single lump sum payment; or
|
(ii)
|
annual installments over a period of up to ten (10) years, the amount of each installment to equal the balance of the Participant’s vested account(s) immediately prior to the installment divided by the number of installments remaining to be paid. Each subsequent installment shall be made on the first business day of the calendar month following the one (1) year anniversary of the prior payment.
|
(b)
|
With respect to any account established for amounts credited to the Plan on behalf of a Participant for Plan Years prior to 2017, distribution of such account(s) shall be made in accordance with the Participant’s prior election.
|
9.3
|
Time of Distribution.
Subject to the provisions in this Section 9 and the provisions of Sections 10 and 14, distribution of a Participant’s vested account(s) shall be made or commence as follows:
|
(a)
|
If the Participant elected a single lump sum payment, such lump sum payment shall be made within ninety (90) days following the Participant’s “separation from service” with the Company (within the meaning of Code Section 409A); or
|
(b)
|
If the Participant elected annual installments:
|
(i)
|
for any account(s) established for amounts credited to the Plan on behalf of a Participant for Plan Years prior to 2017, the annual installments shall commence within ninety (90) days following the Participant’s “separation from service” with the Company (within the meaning of Code Section 409A) or, if later, the date the Participant attains age sixty-five (65);
|
(ii)
|
for any account(s) established for amounts credited to the Plan on behalf of a Participant for Plan Years on and after 2017, the annual installments shall commence within ninety (90) days following the Participant’s “separation from service” with the Company (within the meaning of Code Section 409A) or if later, the date the Participant attains age sixty-five (65), as elected by the Participant in accordance with rules and procedures prescribed by the Administrator
|
12.1
|
Authority of Administrator.
The Administrator has the discretionary authority to interpret and construe any provision of the Plan and any agreement or instrument entered into under the Plan, to determine eligibility and benefits under the Plan, to prescribe, amend, waive and rescind rules and regulations relating to the Plan, to adopt such forms as it may deem appropriate for the administration of the Plan, to provide for conditions and assurances deemed necessary or advisable to protect the interests of the Company and to make all other determinations necessary or advisable for the administration of the Plan, but only to the extent not contrary to the express provisions of the Plan or the provisions of Section 409A of the Code and the regulations and rulings promulgated thereunder. Determinations, interpretations or other actions made or taken by the Administrator under the Plan shall be final and binding for all purposes and upon all persons.
|
12.2
|
Delegation of Authority by the Board.
Notwithstanding the general authority of the Administrator to select Participants of the Plan and determine the amount of contributions to be credited to Participants’ plan account(s), the Board may, by resolution, expressly delegate to one or more executive officers of the Company the authority, solely with respect to employees who are not subject to Section 16 of the Securities Exchange Act of 1934, as amended, to determine, within the parameters set forth in the Plan or established by the Board or the Administrator, the amount of any contributions to be credited to Participants’ account(s) as bookkeeping entries.
|
12.3
|
Hold Harmless.
The Company shall indemnify, hold harmless and defend the Administrator (and its delegates) and each executive officer appointed by the Board pursuant to Section 12.2 from any liability which any of them may incur in connection with the performance of its duties in connection with this Plan, so long as the Administrator (or such delegate or executive officer) was acting in good faith and within what the Administrator (or such delegate or executive officer) reasonably understood to be the scope of its duties.
|
12.4
|
Appeal Procedure.
|
(a)
|
Claims for benefits under the Plan made by a Participant or Beneficiary (the "claimant") must be submitted in writing to the Administrator.
|
(i)
|
the specific reason or reasons for the denial of the claim;
|
(ii)
|
the specific references to the Plan provisions on which the denial is based;
|
(iii)
|
a description of any additional material or information necessary to perfect the claim, and an explanation of why such material or information is necessary; and
|
(iv)
|
a statement that any appeal of the denial must be made by giving to the Administrator, within sixty (60) days after receipt of the denial of the claim, written notice of such appeal, such notice to include a full description of the pertinent issues and basis of the claim.
|
(b)
|
Upon denial of a claim in whole or part, the claimant (or his duly authorized representative) shall have the right to submit a written request to the Administrator for a full and fair review of the denied claim, to be permitted to review documents pertinent to the denial, and to submit issues and comments in writing. Any appeal of the denial must be given to the Administrator within the period of time prescribed under (a)(iv) above. If the claimant (or his duly authorized representative) fails to appeal the denial to the Administrator within the prescribed time, the Administrator’s adverse determination shall be final, binding and conclusive.
|
13.1
|
Plan Unfunded.
The Plan is unfunded for tax purposes and for purposes of Title I of ERISA. Accordingly, the obligation of the Company to make payments under the Plan constitutes solely an unsecured (but legally enforceable) promise of the Company to make such payments, and no person, including any Participant or Beneficiary shall have any lien, prior claim or other security interest in any property of the Company as a result of this Plan. Any amounts payable under the Plan shall be paid out of the general assets of the Company and each Participant and Beneficiary shall be deemed to be a general unsecured creditor of the Company.
|
13.2
|
Rabbi Trust.
The Company may enter into a grantor trust to pay its obligations hereunder (e.g., a rabbi trust), the assets of which shall be, for all purposes, the assets of the Company. In the event the trustee of such trust is unable or unwilling to make payments directly to Participants and Beneficiaries and such trustee remits payments to the Company for delivery to Participants and Beneficiaries, the Company shall promptly remit such amount, less applicable income and other taxes required to be withheld, to the Participant or Beneficiary.
|
17.1
|
Company Owns All Rights.
In the event that, in its discretion, the Company purchases a life insurance policy or policies insuring the life of any Participant to allow the Company to informally finance and/or recover, in whole or in part, the cost of providing the benefits hereunder, neither the Participant nor any Beneficiary shall have any rights whatsoever therein. The Company shall be the sole owner and beneficiary of any such policy or policies and shall possess and may exercise all incidents of ownership therein, except in the event of the establishment of and transfer of said policy or policies to a trust by the Company as described in Section 13.2 hereof.
|
17.2
|
Participant Cooperation.
If the Company decides to purchase a life insurance policy or policies on any Participant, the Company shall so notify such Participant. Such Participant shall take whatever actions may be necessary to enable the Company to timely apply for and acquire such life insurance and to fulfill the requirements of the insurance carrier relative to the issuance thereof as a condition of eligibility to participate in the Plan. Any Participant who declines to supply information or to otherwise cooperate so that the Company may obtain life insurance on behalf of such Participant shall be denied participation in the Plan.
|
1.
|
Establishment of Specified Employee List.
Between January 1
st
and April 1
st
of each calendar year, the Company shall establish a “Specified Employee List.” The Specified Employee List shall become effective on April 1
st
of the calendar year in which the Specified Employee List is established and shall cease to be effective on March 31
st
of the following calendar year. Any individual who, as of his or her “separation from service” (within the meaning of Code Section 409A(a)(2)(A)(i)), is on the Specified Employee List then in effect shall be considered a “specified employee” for purposes of Section 409A.
|
2.
|
Inclusion on the Specified Employee List.
The Specified Employee List shall include all individuals who, at any time during the Determination Year, met the requirements of Code Section 416(i)(l)(A)(i), (ii) or (iii) and the related regulations (but without regard to Code Section 415(i)(5)). For this purpose, “Determination Year” shall mean the calendar year ending on the December 31
st
prior to the April 1
st
when the Specified Employee List becomes effective. For purposes of determining which individuals meet the requirements of Code Section 416(i)(l)(A)(i), (ii) or (iii) and the related regulations (but without regard to Code Section 415(i)(5)), the term gross compensation shall have the meaning set forth in the MDU Resources Group, Inc. 401(k) Retirement Plan, as may be amended from time to time (the “Retirement Plan”).
|
3.
|
Delayed Payments.
If any employee is determined to be a specified employee under this Policy, any compensation to be provided to such specified employee that is required to be delayed to comply with Code Section 409A(a)(2)(B)(i) shall not be provided before the date that is six months after the date of such separation from service (or, if earlier than the end of such six-month period, the date of death of the specified employee). This Policy shall not apply to any payment that is not treated as deferred compensation under, or is otherwise excluded from, the requirements of Code Section 409A and the regulations promulgated thereunder.
|
4.
|
Changes to Policy.
The Company may amend or modify this Policy at any time; provided, however, that any changes made to the period during which the Specified Employee List is effective or the Determination Year shall not take effect for a period of at least 12 months and any changes made to the definition of compensation (either in the Policy or in the Retirement Plan) shall not be used to identify specified employees until the next Specified Employee List is established.
|
|
Page
|
INTRODUCTION
|
1
|
|
|
ARTICLE I – DEFINITIONS
|
1
|
|
|
ARTICLE II -- ELIGIBILITY
|
5
|
|
|
ARTICLE III -- SUPPLEMENTAL DEATH AND RETIREMENT BENEFITS
|
6
|
|
|
ARTICLE IV -- REPLACEMENT RETIREMENT BENEFITS
|
16
|
|
|
ARTICLE V -- DISABILITY BENEFITS
|
19
|
|
|
ARTICLE VI -- MISCELLANEOUS
|
20
|
|
|
ARTICLE VII -- ADDITIONAL AFFILIATE COMPANIES
|
28
|
|
|
APPENDIX A AND A-1 –
SCHEDULE OF RETIREMENT AND SURVIVORS BENEFITS
|
29-30
|
|
|
APPENDIX B-1 AND B-2 –
CURRENT PARTICIPANTS ELIGIBLE FOR ARTICLE IV BENEFITS
|
31
|
|
|
APPENDIX C – MDU RESOURCES GROUP, INC. SPECIFIED EMPLOYEE POLICY
REGARDING COMPENSATION
|
32
|
(i)
|
Appendix A for Participants in the Plan before January 1, 2010, and who have not received a benefit level increase after December 31, 2009, or
|
(ii)
|
Appendix A-1 for Participants in the Plan before January 1, 2010, and who have received a benefit level increase on or after January 1, 2010, or
|
(iii)
|
Appendix A-1 for Participants who join the Plan between January 1, 2010 and February 11, 2016.
|
Vesting Schedule
|
|
Years of Participation
Completed by the Participant
|
Percent of Section
3.1 Benefits Payable
|
1
|
0%
|
2
|
0%
|
3
|
20%
|
4
|
40%
|
5
|
50%
|
6
|
60%
|
7
|
70%
|
8
|
80%
|
9
|
90%
|
10
|
100%
|
(i)
|
Three Years of Participation, or
|
(ii)
|
Ten Years of Participation minus the Participant’s number of Years of Participation at the time the benefit level increase is granted to the Participant.
|
(i)
|
If a Participant has elected to receive less than one hundred percent (100%) of such Participant's monthly retirement benefit (e.g. 50%), the Participant may subsequently elect to begin receiving an additional percentage retirement benefit (e.g. another 20%). There may be no more than two (2) such additions during the Participant's lifetime, and no more than one (1) such addition during any calendar year.
|
(ii)
|
Any such addition in retirement benefit payments will result in an equal percentage reduction in death benefits, to the percentage change in retirement benefit.
|
(iii)
|
Once retirement benefit payments have started, Participants shall not be entitled to subsequently decrease retirement benefit payments.
|
(i)
|
to a Key Employee, payments will begin the later of (I) the First Eligible Retirement Date, or (II) six months after the last day of the month during which such Key Employee is both no longer actively employed by the Employer and has attained at least age 65. If such payments begin on (c) (i) (II), the first monthly payment to the Key Employee will include a total of seven months’ payments. Also, such first monthly payment will include an interest credit on the first six months’ payments equivalent to one-half of the annual prime interest rate contained in the
Wall Street Journal
on the Key Employee’s last day of employment (or the first business day after the Key Employee’s last day of employment should the last day of employment be a non-business day). Payments to the Key Employee will last 173 months. Should the Key Employee die prior to the completion of the 173 month period, the balance of such retirement benefits shall be paid to the Participant's Beneficiary at such times and in such amounts as if the Participant had not died, such payment being made in addition to any death benefits payable under Sections 3.3(a) hereof.
|
(ii)
|
to a Participant who is not a Key Employee, payments will begin on the First Eligible Retirement Date and be payable to such Participant in monthly installments for a period of 180 months. In the event the Participant dies prior to the completion of such 180-month period, the balance of such retirement benefits shall be paid to the Participant's Beneficiary at such times and in such amounts as if the Participant had not died, such payment being made in addition to any death benefits payable under Sections 3.3(a).
|
(i)
|
equals the amount of monthly retirement benefits which would be provided to the Participant under the Pension Plan as of December 31, 2009, without regard to the Limitation of Benefits in effect on December 31, 2009; and
|
(ii)
|
equals the amount of monthly retirement benefits payable to such Participant under the Pension Plan as of December 31, 2009, due to the application of the Limitation on Benefits in effect on December 31, 2009
|
(i)
|
to promulgate and enforce such rules, regulations and procedures as may be proper for the efficient administration of the Plan;
|
(ii)
|
to determine all questions arising in the administration, interpretation and application of the Plan, including questions of eligibility and of the status and rights of Participants and any other persons hereunder;
|
(iii)
|
to decide any dispute arising hereunder; provided, however, that the Administrator shall not participate in any matter involving any questions relating solely to the Administrator's own participation or benefit under this Plan;
|
(iv)
|
to advise the Boards of Directors of the Employers regarding the known future need for funds to be available for distribution;
|
(v)
|
to compute the amount of benefits and other payments which shall be payable to any Participant or Beneficiary in accordance with the provisions of the Plan and to determine the person or persons to whom such benefits shall be paid;
|
(vi)
|
to make recommendations to the Board of Directors of the Company with respect to proposed amendments to the Plan;
|
(vii)
|
to file all reports with government agencies, Participants and other parties as may be required by law, whether such reports are initially the obligation of the Employers, or the Plan;
|
(viii)
|
to engage an actuary to the Plan, if necessary, and to cause the liabilities of the Plan to be evaluated by such actuary; and
|
(ix)
|
to have all such other powers as may be necessary to discharge its duties hereunder.
|
(i)
|
such Employer shall make, execute and deliver such instruments as the Company requires; and
|
(ii)
|
such Employer shall designate the Company, the Chief Executive Officer of the Company and the Administrator, as its agents for purposes of this Plan.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Monthly
|
|
|
Monthly
|
|
|
Level
|
|
Salary
|
|
|
|
Retirement Benefit
|
|
|
Death Benefit
|
|
|
50
|
|
$50,000
|
-
|
$59,999
|
|
$1,330
|
|
|
$2,660
|
|
|
51
|
|
|
|
|
|
$1,728
|
|
|
$3,456
|
|
|
52
|
|
$60,000
|
-
|
$74,999
|
|
$1,800
|
|
|
$3,600
|
|
|
53
|
|
|
|
|
|
$2,160
|
|
|
$4,320
|
|
|
54
|
|
$75,000
|
-
|
$99,999
|
|
$2,580
|
|
|
$5,160
|
|
|
55
|
|
|
|
|
|
$2,880
|
|
|
$5,760
|
|
|
56
|
|
$100,000
|
-
|
$124,999
|
|
$3,600
|
|
|
$7,200
|
|
|
57
|
|
$125,000
|
-
|
$149,999
|
|
$4,470
|
|
|
$8,940
|
|
|
58
|
|
$150,000
|
-
|
$174,999
|
|
$5,360
|
|
|
$10,720
|
|
|
59
|
|
$175,000
|
-
|
$199,999
|
|
$6,250
|
|
|
$12,500
|
|
|
60
|
|
$200,000
|
-
|
$224,999
|
|
$7,300
|
|
|
$14,600
|
|
|
61
|
|
$225,000
|
-
|
$249,999
|
|
$8,215
|
|
|
$16,430
|
|
|
62
|
|
$250,000
|
-
|
$274,999
|
|
$9,125
|
|
|
$18,250
|
|
|
63
|
|
$275,000
|
-
|
$299,999
|
|
$10,475
|
|
|
$20,950
|
|
|
64
|
|
$300,000
|
-
|
$324,999
|
|
$12,145
|
|
|
$24,290
|
|
|
65
|
|
$325,000
|
-
|
$349,999
|
|
$13,670
|
|
|
$27,340
|
|
|
66
|
|
$350,000
|
-
|
$399,999
|
|
$16,110
|
|
|
$32,220
|
|
|
67
|
|
$400,000
|
-
|
$449,999
|
|
$19,525
|
|
|
$39,050
|
|
|
68
|
|
$450,000
|
-
|
$499,999
|
|
$22,850
|
|
|
$45,700
|
|
|
69
|
|
$500,000
|
-
|
$599,999
|
|
$28,800
|
|
|
$57,600
|
|
|
70
|
|
$600,000
|
-
|
$699,999
|
|
$36,500
|
|
|
$73,000
|
|
|
71
|
|
$700,000
|
-
|
$799,999
|
|
$42,710
|
|
|
$85,420
|
|
|
72
|
|
$800,000
|
-
|
$899,999
|
|
$49,220
|
|
|
$98,440
|
|
|
73
|
|
$900,000
|
-
|
$999,999
|
|
$55,310
|
|
|
$110,620
|
|
|
74
|
|
$1,000,000
|
-
|
$1,099,999
|
|
$60,200
|
|
|
$120,400
|
|
1.
|
Establishment of Specified Employee List.
Between January 1
st
and April 1
st
of each calendar year, the Company shall establish a “Specified Employee List.” The Specified Employee List shall become effective on April 1
st
of the calendar year in which the Specified Employee List is established and shall cease to be effective on March 31
st
of the following calendar year. Any individual who, as of his or her “separation from service” (within the meaning of Code Section 409A(a)(2)(A)(i)), is on the Specified Employee List then in effect shall be considered a “specified employee” for purposes of Section 409A.
|
2.
|
Inclusion on the Specified Employee List.
The Specified Employee List shall include all individuals who, at any time during the Determination Year, met the requirements of Code Section 416(i)(l)(A)(i), (ii) or (iii) and the related regulations (but without regard to Code Section 415(i)(5)). For this purpose, “Determination Year” shall mean the calendar year ending on the December 31
st
prior to the April 1
st
when the Specified Employee List becomes effective. For purposes of determining which individuals meet the requirements of Code Section 416(i)(l)(A)(i), (ii) or (iii) and the related regulations (but without regard to Code Section 415(i)(5)), the term gross compensation shall have the meaning set forth in the MDU Resources Group, Inc. 401(k) Retirement Plan, as may be amended from time to time (the “Retirement Plan”).
|
3.
|
Delayed Payments.
If any employee is determined to be a specified employee under this Policy, any compensation to be provided to such specified employee that is required to be delayed to comply with Code Section 409A(a)(2)(B)(i) shall not be provided before the date that is six months after the date of such separation from service (or, if earlier than the end of such six-month period, the date of death of the specified employee). This Policy shall not apply to any payment that is not treated as deferred compensation under, or is otherwise excluded from, the requirements of Code Section 409A and the regulations promulgated thereunder.
|
4.
|
Changes to Policy.
The Company may amend or modify this Policy at any time; provided, however, that any changes made to the period during which the Specified Employee List is effective or the Determination Year shall not take effect for a period of at least 12 months and any changes made to the definition of compensation (either in the Policy or in the Retirement Plan) shall not be used to identify specified employees until the next Specified Employee List is established.
|
1.
|
By adding the following new entry to Schedule B:
|
|
Twelve
Months Ended
June 30, 2017
|
|
Year Ended
December 31, 2016
|
|
||||||
|
(In thousands of dollars)
|
|
||||||||
Earnings Available for Fixed Charges:
|
|
|
|
|
|
|||||
Net Income (a)
|
|
$
|
234,967
|
|
|
$
|
233,102
|
|
|
|
Income Taxes
|
|
90,989
|
|
|
93,132
|
|
|
|||
|
|
325,956
|
|
|
326,234
|
|
|
|||
Rents (b)
|
|
23,208
|
|
|
21,656
|
|
|
|||
Interest (c)
|
|
84,129
|
|
|
88,045
|
|
|
|||
Total Earnings Available for Fixed Charges
|
|
$
|
433,293
|
|
|
$
|
435,935
|
|
|
|
|
|
|
|
|
|
|||||
Preferred Dividend Requirements
|
|
$
|
514
|
|
|
$
|
685
|
|
|
|
Ratio of Income Before Income Taxes to Net Income
|
|
139
|
%
|
|
140
|
%
|
|
|||
Preferred Dividend Factor on Pretax Basis
|
|
714
|
|
|
959
|
|
|
|||
Fixed Charges (d)
|
|
107,282
|
|
|
109,636
|
|
|
|||
Combined Fixed Charges and Preferred Stock Dividends
|
|
$
|
107,996
|
|
|
$
|
110,595
|
|
|
|
Ratio of Earnings to Fixed Charges
|
|
4.0x
|
|
|
4.0x
|
|
|
|||
Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends
|
|
4.0x
|
|
|
3.9x
|
|
|
(a)
|
Net income excludes undistributed income for equity investees.
|
(b)
|
Represents interest portion of rents estimated at 33 1/3%.
|
(c)
|
Represents interest, amortization of debt discount and expense on all indebtedness and amortization of interest capitalized, and excludes amortization of gains or losses on reacquired debt (which, under the Federal Energy Regulatory Commission Uniform System of Accounts, is classified as a reduction of, or increase in, interest expense in the Consolidated Statements of Income) and interest capitalized.
|
(d)
|
Represents rents (as defined above), interest, amortization of debt discount and expense on all indebtedness, and excludes amortization of gains or losses on reacquired debt (which, under the Federal Energy Regulatory Commission Uniform System of Accounts, is classified as a reduction of, or increase in, interest expense in the Consolidated Statements of Income).
|
1.
|
I have reviewed this quarterly report on Form 10-Q of MDU Resources Group, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
1.
|
I have reviewed this quarterly report on Form 10-Q of MDU Resources Group, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
1.
|
Citations issued under Section 104 of the Mine Safety Act for violations that could significantly and substantially contribute to the cause and effect of a coal or other mine safety or health hazard.
|
2.
|
Orders issued under Section 104(b) of the Mine Safety Act. Orders are issued under this section when citations issued under Section 104 have not been totally abated within the time period allowed by the citation or subsequent extensions.
|
3.
|
Citations or orders issued under Section 104(d) of the Mine Safety Act. Citations or orders are issued under this section when it has been determined that the violation is caused by an unwarrantable failure of the mine operator to comply with the standards. An unwarrantable failure occurs when the mine operator is deemed to have engaged in aggravated conduct constituting more than ordinary negligence.
|
4.
|
Citations issued under Section 110(b)(2) of the Mine Safety Act for flagrant violations. Violations are considered flagrant for repeat or reckless failures to make reasonable efforts to eliminate a known violation of a mandatory health and safety standard that substantially and proximately caused, or reasonably could have been expected to cause, death or serious bodily injury.
|
5.
|
Imminent danger orders issued under Section 107(a) of the Mine Safety Act. An imminent danger is defined as the existence of any condition or practice in a coal or other mine which could reasonably be expected to cause death or serious physical harm before such condition or practice can be abated.
|
6.
|
Notice received under Section 104(e) of the Mine Safety Act of a pattern of violations or the potential to have such a pattern of violations that could significantly and substantially contribute to the cause and effect of mine health and safety standards.
|
MSHA Identification Number/Contractor ID
|
Section 104 S&S Citations (#)
|
Total Dollar Value of MSHA Assessments Proposed ($)
|
Legal Actions Pending as of Last Day of Period (#)
|
Legal Actions Initiated During Period (#)
|
Legal Actions Resolved During Period (#)
|
||||||
04-00081
|
—
|
|
$
|
116
|
|
—
|
|
—
|
|
—
|
|
04-05140
|
—
|
|
232
|
|
—
|
|
—
|
|
—
|
|
|
10-02170
|
—
|
|
—
|
|
2
|
|
2
|
|
—
|
|
|
13-02222
|
—
|
|
232
|
|
—
|
|
—
|
|
—
|
|
|
21-02614
|
—
|
|
464
|
|
—
|
|
—
|
|
—
|
|
|
21-03416
|
—
|
|
—
|
|
—
|
|
—
|
|
1
|
|
|
21-03872
|
—
|
|
—
|
|
—
|
|
—
|
|
1
|
|
|
24-00462
|
1
|
|
740
|
|
—
|
|
—
|
|
—
|
|
|
24-02095
|
1
|
|
264
|
|
—
|
|
—
|
|
—
|
|
|
32-00774
|
—
|
|
116
|
|
—
|
|
—
|
|
—
|
|
|
32-00776
|
—
|
|
668
|
|
—
|
|
—
|
|
—
|
|
|
32-00950
|
—
|
|
844
|
|
—
|
|
—
|
|
—
|
|
|
35-00426
|
—
|
|
116
|
|
—
|
|
—
|
|
—
|
|
|
35-00463
|
—
|
|
232
|
|
—
|
|
—
|
|
—
|
|
|
35-00495
|
—
|
|
114
|
|
—
|
|
—
|
|
1
|
|
|
35-02906
|
—
|
|
436
|
|
—
|
|
—
|
|
—
|
|
|
35-03131
|
—
|
|
116
|
|
—
|
|
—
|
|
—
|
|
|
35-03496
|
—
|
|
—
|
|
2
|
|
2
|
|
—
|
|
|
35-03595
|
—
|
|
116
|
|
—
|
|
—
|
|
—
|
|
|
35-03605
|
—
|
|
116
|
|
—
|
|
—
|
|
—
|
|
|
35-03678
|
—
|
|
129
|
|
—
|
|
—
|
|
—
|
|
|
35-03752
|
—
|
|
232
|
|
—
|
|
—
|
|
—
|
|
|
41-02639
|
1
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
48-01670
|
—
|
|
348
|
|
—
|
|
—
|
|
—
|
|
|
51-00036
|
7
|
|
9,941
|
|
8
|
|
8
|
|
—
|
|
|
51-00241
|
1
|
|
608
|
|
1
|
|
1
|
|
—
|
|
|
I6K (Contractor ID)
|
1
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
12
|
|
$
|
16,180
|
|
13
|
|
13
|
|
3
|
|
•
|
Contests of Citations and Orders - A contest proceeding may be filed with the Commission by operators, miners or miners' representatives to challenge the issuance of a citation or order issued by MSHA.
|
•
|
Contests of Proposed Penalties (Petitions for Assessment of Penalties) - A contest of a proposed penalty is an administrative proceeding before the Commission challenging a civil penalty that MSHA has proposed for the alleged violation contained in a citation or order.
|
•
|
Complaints for Compensation - A complaint for compensation may be filed with the Commission by miners entitled to compensation when a mine is closed by certain withdrawal orders issued by MSHA. The purpose of the proceeding is to determine the amount of compensation, if any, due miners idled by the orders.
|
•
|
Complaints of Discharge, Discrimination or Interference - A discrimination proceeding is a case that involves a miner's allegation that he or she has suffered a wrong by the operator because he or she engaged in some type of activity protected under the Mine Act, such as making a safety complaint.
|
•
|
Applications for Temporary Relief - Applications for temporary relief from any modification or termination of any order or from any order issued under section 104 of the Mine Act.
|
•
|
Appeals of Judges' Decisions or Orders to the Commission - A filing with the Commission for discretionary review of a judge's decision or order by a person who has been adversely affected or aggrieved by such decision or order.
|
MSHA Identification Number
|
Contests of Citations and Orders
|
Contests of Proposed Penalties
|
Complaints for Compensation
|
Complaints of Discharge, Discrimination or Interference
|
Applications for Temporary Relief
|
Appeals of Judges' Decisions or Orders to the Commission
|
||||||
10-02170
|
—
|
|
2
|
|
—
|
|
—
|
|
—
|
|
—
|
|
35-03496
|
2
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
51-00036
|
8
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
51-00241
|
1
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
11
|
|
2
|
|
—
|
|
—
|
|
—
|
|
—
|
|