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 Nine Months Ended September 30, 2017 and 2016
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Consolidated Statements of Comprehensive Income --
Three and Nine Months Ended September 30, 2017 and 2016
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Consolidated Balance Sheets --
September 30, 2017 and 2016, and December 31, 2016
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Consolidated Statements of Cash Flows --
Nine Months Ended September 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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SSIP
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System Safety and Integrity Program
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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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Three Months Ended
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Nine Months Ended
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||||||||||
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September 30,
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September 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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206,936
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$
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192,079
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$
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866,035
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$
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783,997
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Nonregulated pipeline and midstream, construction materials and contracting, construction services and other
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1,065,612
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1,016,488
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2,412,077
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2,328,733
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||||
Total operating revenues
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1,272,548
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1,208,567
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3,278,112
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3,112,730
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Operating expenses:
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Operation and maintenance:
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Electric, natural gas distribution and regulated pipeline and midstream
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79,293
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77,662
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235,306
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229,364
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Nonregulated pipeline and midstream, construction materials and contracting, construction services and other
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893,616
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842,878
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2,115,747
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2,008,122
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Total operation and maintenance
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972,909
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920,540
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2,351,053
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2,237,486
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Electric fuel and purchased power
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18,906
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16,800
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57,544
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54,725
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Purchased natural gas sold
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33,319
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34,321
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283,936
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242,795
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Depreciation, depletion and amortization
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52,155
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54,094
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155,138
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163,226
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Taxes, other than income
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38,882
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36,128
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127,273
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116,864
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Total operating expenses
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1,116,171
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1,061,883
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2,974,944
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2,815,096
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Operating income
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156,377
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146,684
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303,168
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297,634
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|
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Other income
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1,011
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1,741
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2,809
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3,662
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|
||||
Interest expense
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20,909
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22,278
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61,978
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67,365
|
|
||||
Income before income taxes
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136,479
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126,147
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|
243,999
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233,931
|
|
||||
Income taxes
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46,930
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37,761
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74,406
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67,381
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||||
Income from continuing operations
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89,549
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88,386
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169,593
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166,550
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||||
Loss from discontinued operations, net of tax (Note 8)
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(2,198
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)
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(5,400
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)
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(3,702
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)
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(299,538
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)
|
||||
Net income (loss)
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87,351
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82,986
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|
165,891
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(132,988
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)
|
||||
Loss from discontinued operations attributable to noncontrolling interest (Note 8)
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—
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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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—
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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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|
514
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|
||||
Earnings (loss) on common stock
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$
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87,351
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$
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82,815
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$
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165,120
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$
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(1,811
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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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.46
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$
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.45
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$
|
.86
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$
|
.85
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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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(.03
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)
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(.01
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)
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(.86
|
)
|
||||
Earnings (loss) per common share - basic
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$
|
.45
|
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$
|
.42
|
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$
|
.85
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$
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(.01
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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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.46
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$
|
.45
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$
|
.86
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$
|
.85
|
|
Discontinued operations attributable to the Company, net of tax
|
(.01
|
)
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(.03
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)
|
(.02
|
)
|
(.86
|
)
|
||||
Earnings (loss) per common share - diluted
|
$
|
.45
|
|
$
|
.42
|
|
$
|
.84
|
|
$
|
(.01
|
)
|
Dividends declared per common share
|
$
|
.1925
|
|
$
|
.1875
|
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$
|
.5775
|
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$
|
.5625
|
|
Weighted average common shares outstanding - basic
|
195,304
|
|
195,304
|
|
195,304
|
|
195,298
|
|
||||
Weighted average common shares outstanding - diluted
|
195,783
|
|
195,811
|
|
195,922
|
|
195,794
|
|
|
Three Months Ended
|
Nine Months Ended
|
||||||||||
|
September 30,
|
September 30,
|
||||||||||
|
2017
|
2016
|
2017
|
2016
|
||||||||
|
(In thousands)
|
|||||||||||
Net income (loss)
|
$
|
87,351
|
|
$
|
82,986
|
|
$
|
165,891
|
|
$
|
(132,988
|
)
|
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 $168 and $170 for the nine months ended in 2017 and 2016, respectively
|
92
|
|
92
|
|
275
|
|
275
|
|
||||
Postretirement liability adjustment:
|
|
|
|
|
||||||||
Amortization of postretirement liability (gains) losses included in net periodic benefit cost (credit), net of tax of $203 and $143 for the three months ended and $609 and $(676) for the nine months ended in 2017 and 2016, respectively
|
333
|
|
236
|
|
1,002
|
|
(1,111
|
)
|
||||
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 nine months ended in 2017 and 2016, respectively
|
—
|
|
—
|
|
(917
|
)
|
—
|
|
||||
Postretirement liability adjustment
|
333
|
|
236
|
|
85
|
|
(1,111
|
)
|
||||
Foreign currency translation adjustment recognized during the period, net of tax of $9 and $(2) for the three months ended and $5 and $32 for the nine months ended in 2017 and 2016, respectively
|
15
|
|
(4
|
)
|
9
|
|
52
|
|
||||
Net unrealized gain (loss) on available-for-sale investments:
|
|
|
|
|
||||||||
Net unrealized loss on available-for-sale investments arising during the period, net of tax of $(10) and $(23) for the three months ended and $(38) and $(35) for the nine months ended in 2017 and 2016, respectively
|
(19
|
)
|
(42
|
)
|
(70
|
)
|
(65
|
)
|
||||
Reclassification adjustment for loss on available-for-sale investments included in net income (loss), net of tax of $14 and $18 for the three months ended and $50 and $57 for the nine months ended in 2017 and 2016, respectively
|
27
|
|
33
|
|
93
|
|
106
|
|
||||
Net unrealized gain (loss) on available-for-sale investments
|
8
|
|
(9
|
)
|
23
|
|
41
|
|
||||
Other comprehensive income (loss)
|
448
|
|
315
|
|
392
|
|
(743
|
)
|
||||
Comprehensive income (loss)
|
87,799
|
|
83,301
|
|
166,283
|
|
(133,731
|
)
|
||||
Comprehensive loss from discontinued operations attributable to noncontrolling interest
|
—
|
|
—
|
|
—
|
|
(131,691
|
)
|
||||
Comprehensive income (loss) attributable to common stockholders
|
$
|
87,799
|
|
$
|
83,301
|
|
$
|
166,283
|
|
$
|
(2,040
|
)
|
|
September 30, 2017
|
September 30, 2016
|
December 31, 2016
|
||||||
(In thousands, except shares and per share amounts)
|
|
||||||||
Assets
|
|
|
|
||||||
Current assets:
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
37,356
|
|
$
|
59,868
|
|
$
|
46,107
|
|
Receivables, net
|
739,402
|
|
665,142
|
|
630,243
|
|
|||
Inventories
|
232,555
|
|
245,790
|
|
238,273
|
|
|||
Prepayments and other current assets
|
89,625
|
|
49,082
|
|
48,461
|
|
|||
Current assets held for sale
|
304
|
|
45,867
|
|
14,391
|
|
|||
Total current assets
|
1,099,242
|
|
1,065,749
|
|
977,475
|
|
|||
Investments
|
133,895
|
|
126,048
|
|
125,866
|
|
|||
Property, plant and equipment
|
6,658,891
|
|
6,588,445
|
|
6,510,229
|
|
|||
Less accumulated depreciation, depletion and amortization
|
2,667,762
|
|
2,583,566
|
|
2,578,902
|
|
|||
Net property, plant and equipment
|
3,991,129
|
|
4,004,879
|
|
3,931,327
|
|
|||
Deferred charges and other assets:
|
|
|
|
|
|
|
|||
Goodwill
|
631,791
|
|
641,527
|
|
631,791
|
|
|||
Other intangible assets, net
|
4,209
|
|
6,529
|
|
5,925
|
|
|||
Other
|
419,846
|
|
360,537
|
|
415,419
|
|
|||
Noncurrent assets held for sale
|
64,333
|
|
112,440
|
|
196,664
|
|
|||
Total deferred charges and other assets
|
1,120,179
|
|
1,121,033
|
|
1,249,799
|
|
|||
Total assets
|
$
|
6,344,445
|
|
$
|
6,317,709
|
|
$
|
6,284,467
|
|
Liabilities and Stockholders' Equity
|
|
|
|
|
|
|
|||
Current liabilities:
|
|
|
|
|
|
|
|||
Long-term debt due within one year
|
$
|
148,499
|
|
$
|
93,598
|
|
$
|
43,598
|
|
Accounts payable
|
304,101
|
|
281,373
|
|
279,962
|
|
|||
Taxes payable
|
108,946
|
|
59,747
|
|
48,164
|
|
|||
Dividends payable
|
37,596
|
|
36,791
|
|
37,767
|
|
|||
Accrued compensation
|
67,097
|
|
58,604
|
|
65,867
|
|
|||
Other accrued liabilities
|
184,580
|
|
191,904
|
|
184,377
|
|
|||
Current liabilities held for sale
|
5,749
|
|
18,065
|
|
9,924
|
|
|||
Total current liabilities
|
856,568
|
|
740,082
|
|
669,659
|
|
|||
Long-term debt
|
1,592,053
|
|
1,808,350
|
|
1,746,561
|
|
|||
Deferred credits and other liabilities:
|
|
|
|
|
|
|
|||
Deferred income taxes
|
652,413
|
|
662,326
|
|
668,226
|
|
|||
Other
|
889,494
|
|
821,890
|
|
883,777
|
|
|||
Total deferred credits and other liabilities
|
1,541,907
|
|
1,484,216
|
|
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 September 30, 2017 and 2016 and December 31, 2016 |
195,843
|
|
195,843
|
|
195,843
|
|
|||
Other paid-in capital
|
1,232,766
|
|
1,231,396
|
|
1,232,478
|
|
|||
Retained earnings
|
964,275
|
|
884,339
|
|
912,282
|
|
|||
Accumulated other comprehensive loss
|
(35,341
|
)
|
(37,891
|
)
|
(35,733
|
)
|
|||
Treasury stock at cost - 538,921 shares
|
(3,626
|
)
|
(3,626
|
)
|
(3,626
|
)
|
|||
Total common stockholders' equity
|
2,353,917
|
|
2,270,061
|
|
2,301,244
|
|
|||
Total stockholders' equity
|
2,353,917
|
|
2,285,061
|
|
2,316,244
|
|
|||
Total liabilities and stockholders' equity
|
$
|
6,344,445
|
|
$
|
6,317,709
|
|
$
|
6,284,467
|
|
|
|
Nine Months Ended
|
|||||
|
|
September 30,
|
|||||
|
|
2017
|
|
2016
|
|
||
|
|
(In thousands)
|
|||||
Operating activities:
|
|
|
|
||||
Net income (loss)
|
|
$
|
165,891
|
|
$
|
(132,988
|
)
|
Loss from discontinued operations, net of tax
|
|
(3,702
|
)
|
(299,538
|
)
|
||
Income from continuing operations
|
|
169,593
|
|
166,550
|
|
||
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
||
Depreciation, depletion and amortization
|
|
155,138
|
|
163,226
|
|
||
Deferred income taxes
|
|
(16,777
|
)
|
(1,346
|
)
|
||
Changes in current assets and liabilities, net of acquisitions:
|
|
|
|
|
|||
Receivables
|
|
(121,128
|
)
|
(75,308
|
)
|
||
Inventories
|
|
2,047
|
|
(4,153
|
)
|
||
Other current assets
|
|
(40,655
|
)
|
(18,824
|
)
|
||
Accounts payable
|
|
30,097
|
|
15,514
|
|
||
Other current liabilities
|
|
66,647
|
|
48,973
|
|
||
Other noncurrent changes
|
|
(15,081
|
)
|
(25,284
|
)
|
||
Net cash provided by continuing operations
|
|
229,881
|
|
269,348
|
|
||
Net cash provided by discontinued operations
|
|
42,020
|
|
7,127
|
|
||
Net cash provided by operating activities
|
|
271,901
|
|
276,475
|
|
||
Investing activities:
|
|
|
|
|
|
||
Capital expenditures
|
|
(222,084
|
)
|
(303,873
|
)
|
||
Net proceeds from sale or disposition of property and other
|
|
121,162
|
|
17,583
|
|
||
Investments
|
|
(260
|
)
|
56
|
|
||
Net cash used in continuing operations
|
|
(101,182
|
)
|
(286,234
|
)
|
||
Net cash provided by discontinued operations
|
|
2,234
|
|
31,918
|
|
||
Net cash used in investing activities
|
|
(98,948
|
)
|
(254,316
|
)
|
||
Financing activities:
|
|
|
|
|
|
||
Issuance of long-term debt
|
|
133,437
|
|
341,777
|
|
||
Repayment of long-term debt
|
|
(183,968
|
)
|
(236,433
|
)
|
||
Dividends paid
|
|
(113,131
|
)
|
(110,366
|
)
|
||
Redemption of preferred stock
|
|
(15,600
|
)
|
—
|
|
||
Repurchase of common stock
|
|
(1,684
|
)
|
—
|
|
||
Tax withholding on stock-based compensation
|
|
(757
|
)
|
(323
|
)
|
||
Net cash used in continuing operations
|
|
(181,703
|
)
|
(5,345
|
)
|
||
Net cash used in discontinued operations
|
|
—
|
|
(40,852
|
)
|
||
Net cash used in financing activities
|
|
(181,703
|
)
|
(46,197
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
|
(1
|
)
|
3
|
|
||
Decrease in cash and cash equivalents
|
|
(8,751
|
)
|
(24,035
|
)
|
||
Cash and cash equivalents -- beginning of year
|
|
46,107
|
|
83,903
|
|
||
Cash and cash equivalents -- end of period
|
|
$
|
37,356
|
|
$
|
59,868
|
|
|
September 30, 2017
|
|
September 30, 2016
|
|
December 31, 2016
|
|
|||
|
(In thousands)
|
||||||||
Aggregates held for resale
|
$
|
116,399
|
|
$
|
119,078
|
|
$
|
115,471
|
|
Natural gas in storage (current)
|
29,974
|
|
35,625
|
|
25,761
|
|
|||
Asphalt oil
|
26,682
|
|
23,480
|
|
29,103
|
|
|||
Materials and supplies
|
20,778
|
|
18,584
|
|
18,372
|
|
|||
Merchandise for resale
|
15,346
|
|
15,672
|
|
16,437
|
|
|||
Other
|
23,376
|
|
33,351
|
|
33,129
|
|
|||
Total
|
$
|
232,555
|
|
$
|
245,790
|
|
$
|
238,273
|
|
|
Three Months Ended
|
Nine Months Ended
|
||||||
|
September 30,
|
September 30,
|
||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
|
(In thousands)
|
|||||||
Weighted average common shares outstanding - basic
|
195,304
|
|
195,304
|
|
195,304
|
|
195,298
|
|
Effect of dilutive performance share awards
|
479
|
|
507
|
|
618
|
|
496
|
|
Weighted average common shares outstanding - diluted
|
195,783
|
|
195,811
|
|
195,922
|
|
195,794
|
|
Shares excluded from the calculation of diluted earnings per share
|
—
|
|
—
|
|
—
|
|
—
|
|
Three Months Ended September 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
|
$
|
(2,117
|
)
|
$
|
(33,469
|
)
|
$
|
(155
|
)
|
$
|
(48
|
)
|
$
|
(35,789
|
)
|
Other comprehensive income (loss) before reclassifications
|
—
|
|
—
|
|
15
|
|
(19
|
)
|
(4
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive loss
|
92
|
|
333
|
|
—
|
|
27
|
|
452
|
|
|||||
Net current-period other comprehensive income
|
92
|
|
333
|
|
15
|
|
8
|
|
448
|
|
|||||
Balance at end of period
|
$
|
(2,025
|
)
|
$
|
(33,136
|
)
|
$
|
(140
|
)
|
$
|
(40
|
)
|
$
|
(35,341
|
)
|
Three Months Ended September 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
|
$
|
(2,484
|
)
|
$
|
(35,604
|
)
|
$
|
(144
|
)
|
$
|
26
|
|
$
|
(38,206
|
)
|
Other comprehensive loss before reclassifications
|
—
|
|
—
|
|
(4
|
)
|
(42
|
)
|
(46
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive loss
|
92
|
|
236
|
|
—
|
|
33
|
|
361
|
|
|||||
Net current-period other comprehensive income (loss)
|
92
|
|
236
|
|
(4
|
)
|
(9
|
)
|
315
|
|
|||||
Balance at end of period
|
$
|
(2,392
|
)
|
$
|
(35,368
|
)
|
$
|
(148
|
)
|
$
|
17
|
|
$
|
(37,891
|
)
|
Nine Months Ended September 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 income (loss) before reclassifications
|
—
|
|
—
|
|
9
|
|
(70
|
)
|
(61
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive loss
|
275
|
|
1,002
|
|
—
|
|
93
|
|
1,370
|
|
|||||
Amounts reclassified to accumulated other comprehensive loss from a regulatory asset
|
—
|
|
(917
|
)
|
—
|
|
—
|
|
(917
|
)
|
|||||
Net current-period other comprehensive income
|
275
|
|
85
|
|
9
|
|
23
|
|
392
|
|
|||||
Balance at end of period
|
$
|
(2,025
|
)
|
$
|
(33,136
|
)
|
$
|
(140
|
)
|
$
|
(40
|
)
|
$
|
(35,341
|
)
|
Nine Months Ended September 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
|
—
|
|
—
|
|
52
|
|
(65
|
)
|
(13
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive loss
|
275
|
|
(1,111
|
)
|
—
|
|
106
|
|
(730
|
)
|
|||||
Net current-period other comprehensive income (loss)
|
275
|
|
(1,111
|
)
|
52
|
|
41
|
|
(743
|
)
|
|||||
Balance at end of period
|
$
|
(2,392
|
)
|
$
|
(35,368
|
)
|
$
|
(148
|
)
|
$
|
17
|
|
$
|
(37,891
|
)
|
|
Three Months Ended
|
Nine Months Ended
|
Location on Consolidated Statements of
Income
|
||||||||||
|
September 30,
|
September 30,
|
|||||||||||
|
2017
|
2016
|
2017
|
2016
|
|||||||||
|
(In thousands)
|
|
|||||||||||
Reclassification adjustment for loss on derivative instruments included in net income (loss)
|
$
|
(148
|
)
|
$
|
(148
|
)
|
$
|
(443
|
)
|
$
|
(445
|
)
|
Interest expense
|
|
56
|
|
56
|
|
168
|
|
170
|
|
Income taxes
|
||||
|
(92
|
)
|
(92
|
)
|
(275
|
)
|
(275
|
)
|
|
||||
Amortization of postretirement liability gains (losses) included in net periodic benefit cost (credit)
|
(536
|
)
|
(379
|
)
|
(1,611
|
)
|
1,787
|
|
(a)
|
||||
|
203
|
|
143
|
|
609
|
|
(676
|
)
|
Income taxes
|
||||
|
(333
|
)
|
(236
|
)
|
(1,002
|
)
|
1,111
|
|
|
||||
Reclassification adjustment for loss on available-for-sale investments included in net income (loss)
|
(41
|
)
|
(51
|
)
|
(143
|
)
|
(163
|
)
|
Other income
|
||||
|
14
|
|
18
|
|
50
|
|
57
|
|
Income taxes
|
||||
|
(27
|
)
|
(33
|
)
|
(93
|
)
|
(106
|
)
|
|
||||
Total reclassifications
|
$
|
(452
|
)
|
$
|
(361
|
)
|
$
|
(1,370
|
)
|
$
|
730
|
|
|
|
|
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
|
|
|
September 30, 2017
|
|
|
September 30, 2016
|
|
December 31, 2016
|
|
|||
|
(In thousands)
|
|||||||||
Assets
|
|
|
|
|
||||||
Current assets:
|
|
|
|
|
||||||
Receivables, net
|
$
|
—
|
|
|
$
|
13
|
|
$
|
—
|
|
Income taxes receivable
|
8,444
|
|
(a)
|
32,388
|
|
13,987
|
|
|||
Prepayments and other current assets
|
—
|
|
|
7,741
|
|
—
|
|
|||
Total current assets held for sale
|
8,444
|
|
|
40,142
|
|
13,987
|
|
|||
Noncurrent assets:
|
|
|
|
|
||||||
Deferred income taxes
|
—
|
|
|
2,984
|
|
—
|
|
|||
Total noncurrent assets held for sale
|
—
|
|
|
2,984
|
|
—
|
|
|||
Total assets held for sale
|
$
|
8,444
|
|
|
$
|
43,126
|
|
$
|
13,987
|
|
Liabilities
|
|
|
|
|
||||||
Current liabilities:
|
|
|
|
|
||||||
Accounts payable
|
$
|
—
|
|
|
$
|
7,063
|
|
$
|
7,425
|
|
Other accrued liabilities
|
—
|
|
|
7,743
|
|
—
|
|
|||
Total current liabilities held for sale
|
—
|
|
|
14,806
|
|
7,425
|
|
|||
Noncurrent liabilities:
|
|
|
|
|
||||||
Deferred income taxes (b)
|
55
|
|
|
—
|
|
14
|
|
|||
Total noncurrent liabilities held for sale
|
55
|
|
|
—
|
|
14
|
|
|||
Total liabilities held for sale
|
$
|
55
|
|
|
$
|
14,806
|
|
$
|
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
|
|
|
September 30, 2017
|
|
September 30, 2016
|
|
|
December 31, 2016
|
|
|
|||
|
(In thousands)
|
|
|||||||||
Assets
|
|
|
|
|
|
||||||
Current assets:
|
|
|
|
|
|
||||||
Receivables, net
|
$
|
304
|
|
$
|
7,930
|
|
|
$
|
355
|
|
|
Total current assets held for sale
|
304
|
|
7,930
|
|
|
355
|
|
|
|||
Noncurrent assets:
|
|
|
|
|
|
||||||
Net property, plant and equipment
|
2,064
|
|
5,507
|
|
|
5,507
|
|
|
|||
Deferred income taxes
|
62,163
|
|
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
|
64,388
|
|
109,456
|
|
|
95,828
|
|
|
|||
Total assets held for sale
|
$
|
64,692
|
|
$
|
117,386
|
|
|
$
|
96,183
|
|
|
Liabilities
|
|
|
|
|
|
||||||
Current liabilities:
|
|
|
|
|
|
||||||
Accounts payable
|
$
|
68
|
|
$
|
175
|
|
|
$
|
141
|
|
|
Taxes payable
|
11,745
|
|
2,205
|
|
(a)
|
19
|
|
(a)
|
|||
Other accrued liabilities
|
2,380
|
|
3,084
|
|
|
2,358
|
|
|
|||
Total current liabilities held for sale
|
14,193
|
|
5,464
|
|
|
2,518
|
|
|
|||
Total liabilities held for sale
|
$
|
14,193
|
|
$
|
5,464
|
|
|
$
|
2,518
|
|
|
(a)
|
On the Company's Consolidated Balance Sheets, these amounts were reclassified to prepayments and other current assets and are reflected in current assets held for sale.
|
|
|
Three Months Ended
|
Nine Months Ended
|
||||||||||
|
September 30,
|
September 30,
|
||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
||||
|
(In thousands)
|
|||||||||||
Operating revenues
|
$
|
121
|
|
$
|
162
|
|
$
|
356
|
|
$
|
122,894
|
|
Operating expenses
|
384
|
|
230
|
|
(4,988
|
)
|
513,756
|
|
||||
Operating income (loss)
|
(263
|
)
|
(68
|
)
|
5,344
|
|
(390,862
|
)
|
||||
Other income (expense)
|
—
|
|
375
|
|
(13
|
)
|
762
|
|
||||
Interest expense
|
—
|
|
—
|
|
239
|
|
1,753
|
|
||||
Income (loss) from discontinued operations before income taxes
|
(263
|
)
|
307
|
|
5,092
|
|
(391,853
|
)
|
||||
Income taxes
|
1,935
|
|
5,707
|
|
8,794
|
|
(92,315
|
)
|
||||
Loss from discontinued operations
|
(2,198
|
)
|
(5,400
|
)
|
(3,702
|
)
|
(299,538
|
)
|
||||
Loss from discontinued operations attributable to noncontrolling interest
|
—
|
|
—
|
|
—
|
|
(131,691
|
)
|
||||
Loss from discontinued operations attributable to the Company
|
$
|
(2,198
|
)
|
$
|
(5,400
|
)
|
$
|
(3,702
|
)
|
$
|
(167,847
|
)
|
Nine Months Ended September 30, 2017
|
Balance at January 1, 2017
|
|
Goodwill Acquired
During the Year |
|
Balance at September 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
|
|
Nine Months Ended September 30, 2016
|
Balance at January 1, 2016
|
|
*
|
Goodwill Acquired
During the Year
|
|
Balance at September 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
|
|
|
|
September 30, 2017
|
|
September 30, 2016
|
|
December 31, 2016
|
|
|||
|
(In thousands)
|
||||||||
Customer relationships
|
$
|
15,248
|
|
$
|
17,145
|
|
$
|
17,145
|
|
Less accumulated amortization
|
13,176
|
|
13,524
|
|
13,917
|
|
|||
|
2,072
|
|
3,621
|
|
3,228
|
|
|||
Noncompete agreements
|
2,430
|
|
2,430
|
|
2,430
|
|
|||
Less accumulated amortization
|
1,769
|
|
1,622
|
|
1,658
|
|
|||
|
661
|
|
808
|
|
772
|
|
|||
Other
|
7,020
|
|
7,764
|
|
7,768
|
|
|||
Less accumulated amortization
|
5,544
|
|
5,664
|
|
5,843
|
|
|||
|
1,476
|
|
2,100
|
|
1,925
|
|
|||
Total
|
$
|
4,209
|
|
$
|
6,529
|
|
$
|
5,925
|
|
September 30, 2017
|
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Value
|
|
||||
|
(In thousands)
|
|||||||||||
Mortgage-backed securities
|
$
|
9,488
|
|
$
|
11
|
|
$
|
(72
|
)
|
$
|
9,427
|
|
U.S. Treasury securities
|
613
|
|
—
|
|
(1
|
)
|
612
|
|
||||
Total
|
$
|
10,101
|
|
$
|
11
|
|
$
|
(73
|
)
|
$
|
10,039
|
|
September 30, 2016
|
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Value
|
|
||||
|
(In thousands)
|
|||||||||||
Mortgage-backed securities
|
$
|
9,882
|
|
$
|
43
|
|
$
|
(17
|
)
|
$
|
9,908
|
|
Total
|
$
|
9,882
|
|
$
|
43
|
|
$
|
(17
|
)
|
$
|
9,908
|
|
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 September 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 September 30, 2017
|
|
||||
|
(In thousands)
|
|||||||||||
Assets:
|
|
|
|
|
||||||||
Money market funds
|
$
|
—
|
|
$
|
6,204
|
|
$
|
—
|
|
$
|
6,204
|
|
Insurance contract*
|
—
|
|
74,991
|
|
—
|
|
74,991
|
|
||||
Available-for-sale securities:
|
|
|
|
|
||||||||
Mortgage-backed securities
|
—
|
|
9,427
|
|
—
|
|
9,427
|
|
||||
U.S. Treasury securities
|
—
|
|
612
|
|
—
|
|
612
|
|
||||
Total assets measured at fair value
|
$
|
—
|
|
$
|
91,234
|
|
$
|
—
|
|
$
|
91,234
|
|
*
|
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 September 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 September 30, 2016
|
|
||||
|
(In thousands)
|
|||||||||||
Assets:
|
|
|
|
|
||||||||
Money market funds
|
$
|
—
|
|
$
|
2,284
|
|
$
|
—
|
|
$
|
2,284
|
|
Insurance contract*
|
—
|
|
72,818
|
|
—
|
|
72,818
|
|
||||
Available-for-sale securities:
|
|
|
|
|
||||||||
Mortgage-backed securities
|
—
|
|
9,908
|
|
—
|
|
9,908
|
|
||||
Total assets measured at fair value
|
$
|
—
|
|
$
|
85,010
|
|
$
|
—
|
|
$
|
85,010
|
|
*
|
The insurance contract invests approximately 65 percent in fixed-income investments, 18 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 September 30, 2017
|
$
|
1,740,552
|
|
$
|
1,846,811
|
|
Long-term debt at September 30, 2016
|
$
|
1,901,948
|
|
$
|
2,047,339
|
|
Long-term debt at December 31, 2016
|
$
|
1,790,159
|
|
$
|
1,841,885
|
|
Nine Months Ended September 30, 2017
|
Total
Equity
|
|
|
|
(In thousands)
|
||
Balance at December 31, 2016
|
$
|
2,316,244
|
|
Net income
|
165,891
|
|
|
Other comprehensive income
|
392
|
|
|
Dividends declared on preferred stocks
|
(171
|
)
|
|
Dividends declared on common stock
|
(112,788
|
)
|
|
Stock-based compensation
|
2,390
|
|
|
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 September 30, 2017
|
$
|
2,353,917
|
|
Nine Months Ended September 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
|
(1,297
|
)
|
(131,691
|
)
|
(132,988
|
)
|
|||
Other comprehensive loss
|
(743
|
)
|
—
|
|
(743
|
)
|
|||
Dividends declared on preferred stocks
|
(514
|
)
|
—
|
|
(514
|
)
|
|||
Dividends declared on common stock
|
(109,858
|
)
|
—
|
|
(109,858
|
)
|
|||
Stock-based compensation
|
2,955
|
|
—
|
|
2,955
|
|
|||
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 September 30, 2016
|
$
|
2,285,061
|
|
$
|
—
|
|
$
|
2,285,061
|
|
|
Nine Months Ended
|
|||||
|
September 30,
|
|||||
|
2017
|
|
2016
|
|
||
|
(In thousands)
|
|||||
Interest, net of amount capitalized and AFUDC - borrowed of $676 and $842 in 2017 and 2016, respectively
|
$
|
58,119
|
|
$
|
66,281
|
|
Income taxes paid, net*
|
$
|
46,430
|
|
$
|
73,771
|
|
*
|
Income taxes paid (refunded), net of discontinued operations, were $1.4 million and $(144,000) for the nine months ended September 30, 2017 and 2016, respectively.
|
|
|
|
|
|
|
September 30,
|
|||||
|
2017
|
|
2016
|
|
||
|
(In thousands)
|
|||||
Property, plant and equipment additions in accounts payable
|
$
|
16,914
|
|
$
|
22,560
|
|
|
Three Months Ended
|
Nine Months Ended
|
||||||||||
|
September 30,
|
September 30,
|
||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
||||
|
(In thousands)
|
|||||||||||
External operating revenues:
|
|
|
|
|
||||||||
Regulated operations:
|
|
|
|
|
||||||||
Electric
|
$
|
91,531
|
|
$
|
82,156
|
|
$
|
254,330
|
|
$
|
238,911
|
|
Natural gas distribution
|
92,253
|
|
87,941
|
|
566,364
|
|
500,106
|
|
||||
Pipeline and midstream
|
23,152
|
|
21,982
|
|
45,341
|
|
44,980
|
|
||||
|
206,936
|
|
192,079
|
|
866,035
|
|
783,997
|
|
||||
Nonregulated operations:
|
|
|
|
|
||||||||
Pipeline and midstream
|
5,356
|
|
10,732
|
|
13,518
|
|
29,697
|
|
||||
Construction materials and contracting
|
686,010
|
|
724,535
|
|
1,388,212
|
|
1,475,643
|
|
||||
Construction services
|
374,111
|
|
280,801
|
|
1,009,693
|
|
822,226
|
|
||||
Other
|
135
|
|
420
|
|
654
|
|
1,167
|
|
||||
|
1,065,612
|
|
1,016,488
|
|
2,412,077
|
|
2,328,733
|
|
||||
Total external operating revenues
|
$
|
1,272,548
|
|
$
|
1,208,567
|
|
$
|
3,278,112
|
|
$
|
3,112,730
|
|
|
|
|
|
|
||||||||
Intersegment operating revenues:
|
|
|
|
|
|
|
|
|
||||
Regulated operations:
|
|
|
|
|
||||||||
Electric
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Natural gas distribution
|
—
|
|
—
|
|
—
|
|
—
|
|
||||
Pipeline and midstream
|
3,081
|
|
3,278
|
|
30,923
|
|
30,969
|
|
||||
|
3,081
|
|
3,278
|
|
30,923
|
|
30,969
|
|
||||
Nonregulated operations:
|
|
|
|
|
||||||||
Pipeline and midstream
|
38
|
|
41
|
|
132
|
|
161
|
|
||||
Construction materials and contracting
|
142
|
|
155
|
|
400
|
|
370
|
|
||||
Construction services
|
415
|
|
3
|
|
715
|
|
541
|
|
||||
Other
|
1,910
|
|
2,204
|
|
5,411
|
|
5,542
|
|
||||
|
2,505
|
|
2,403
|
|
6,658
|
|
6,614
|
|
||||
Intersegment eliminations
|
(5,586
|
)
|
(5,681
|
)
|
(37,581
|
)
|
(37,583
|
)
|
||||
Total intersegment operating revenues
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
|
|
|
|
|
Three Months Ended
|
Nine Months Ended
|
||||||||||
|
September 30,
|
September 30,
|
||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
||||
|
(In thousands)
|
|||||||||||
Earnings (loss) on common stock:
|
|
|
|
|
|
|
|
|
||||
Regulated operations:
|
|
|
|
|
||||||||
Electric
|
$
|
15,712
|
|
$
|
12,699
|
|
$
|
37,904
|
|
$
|
31,840
|
|
Natural gas distribution
|
(10,883
|
)
|
(12,524
|
)
|
14,181
|
|
4,940
|
|
||||
Pipeline and midstream
|
5,853
|
|
5,389
|
|
15,901
|
|
16,241
|
|
||||
|
10,682
|
|
5,564
|
|
67,986
|
|
53,021
|
|
||||
Nonregulated operations:
|
|
|
|
|
||||||||
Pipeline and midstream
|
95
|
|
1,304
|
|
(770
|
)
|
2,043
|
|
||||
Construction materials and contracting
|
63,221
|
|
69,523
|
|
64,477
|
|
88,747
|
|
||||
Construction services
|
13,144
|
|
7,234
|
|
32,896
|
|
20,198
|
|
||||
Other
|
552
|
|
(1,009
|
)
|
(1,888
|
)
|
(3,572
|
)
|
||||
|
77,012
|
|
77,052
|
|
94,715
|
|
107,416
|
|
||||
Intersegment eliminations*
|
1,855
|
|
5,599
|
|
6,121
|
|
5,599
|
|
||||
Earnings on common stock before loss from
discontinued operations
|
89,549
|
|
88,215
|
|
168,822
|
|
166,036
|
|
||||
Loss from discontinued operations, net of tax*
|
(2,198
|
)
|
(5,400
|
)
|
(3,702
|
)
|
(299,538
|
)
|
||||
Loss from discontinued operations attributable to noncontrolling interest
|
—
|
|
—
|
|
—
|
|
(131,691
|
)
|
||||
Total earnings (loss) on common stock
|
$
|
87,351
|
|
$
|
82,815
|
|
$
|
165,120
|
|
$
|
(1,811
|
)
|
|
|
Pension Benefits
|
Other
Postretirement Benefits
|
||||||||||
Three Months Ended September 30,
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
||||
|
(In thousands)
|
|||||||||||
Components of net periodic benefit cost (credit):
|
|
|
|
|
||||||||
Service cost
|
$
|
—
|
|
$
|
—
|
|
$
|
377
|
|
$
|
412
|
|
Interest cost
|
4,052
|
|
4,305
|
|
816
|
|
922
|
|
||||
Expected return on assets
|
(5,132
|
)
|
(5,231
|
)
|
(1,160
|
)
|
(1,133
|
)
|
||||
Amortization of prior service credit
|
—
|
|
—
|
|
(343
|
)
|
(343
|
)
|
||||
Amortization of net actuarial loss
|
1,589
|
|
1,553
|
|
213
|
|
371
|
|
||||
Net periodic benefit cost (credit), including amount capitalized
|
509
|
|
627
|
|
(97
|
)
|
229
|
|
||||
Less amount capitalized
|
65
|
|
82
|
|
(95
|
)
|
(34
|
)
|
||||
Net periodic benefit cost (credit)
|
$
|
444
|
|
$
|
545
|
|
$
|
(2
|
)
|
$
|
263
|
|
|
Pension Benefits
|
Other
Postretirement Benefits
|
||||||||||
Nine Months Ended September 30,
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
||||
|
(In thousands)
|
|||||||||||
Components of net periodic benefit cost (credit):
|
|
|
|
|
||||||||
Service cost
|
$
|
—
|
|
$
|
—
|
|
$
|
1,130
|
|
$
|
1,236
|
|
Interest cost
|
12,155
|
|
12,915
|
|
2,449
|
|
2,766
|
|
||||
Expected return on assets
|
(15,395
|
)
|
(15,693
|
)
|
(3,480
|
)
|
(3,400
|
)
|
||||
Amortization of prior service credit
|
—
|
|
—
|
|
(1,029
|
)
|
(1,029
|
)
|
||||
Amortization of net actuarial loss
|
4,767
|
|
4,660
|
|
649
|
|
1,118
|
|
||||
Net periodic benefit cost (credit), including amount capitalized
|
1,527
|
|
1,882
|
|
(281
|
)
|
691
|
|
||||
Less amount capitalized
|
245
|
|
284
|
|
(248
|
)
|
4
|
|
||||
Net periodic benefit cost (credit)
|
$
|
1,282
|
|
$
|
1,598
|
|
$
|
(33
|
)
|
$
|
687
|
|
•
|
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
|
|
Three Months Ended
|
Nine Months Ended
|
||||||||||
|
September 30,
|
September 30,
|
||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
||||
|
(In millions, except per share amounts)
|
|||||||||||
Electric
|
$
|
15.7
|
|
$
|
12.7
|
|
$
|
37.9
|
|
$
|
31.8
|
|
Natural gas distribution
|
(10.9
|
)
|
(12.5
|
)
|
14.2
|
|
4.9
|
|
||||
Pipeline and midstream
|
6.0
|
|
6.7
|
|
15.1
|
|
18.3
|
|
||||
Construction materials and contracting
|
63.2
|
|
69.5
|
|
64.5
|
|
88.8
|
|
||||
Construction services
|
13.1
|
|
7.2
|
|
32.9
|
|
20.2
|
|
||||
Other
|
.6
|
|
(1.0
|
)
|
(1.9
|
)
|
(3.6
|
)
|
||||
Intersegment eliminations
|
1.9
|
|
5.6
|
|
6.1
|
|
5.6
|
|
||||
Earnings before discontinued operations
|
89.6
|
|
88.2
|
|
168.8
|
|
166.0
|
|
||||
Loss from discontinued operations, net of tax
|
(2.2
|
)
|
(5.4
|
)
|
(3.7
|
)
|
(299.5
|
)
|
||||
Loss from discontinued operations attributable to noncontrolling interest
|
—
|
|
—
|
|
—
|
|
(131.7
|
)
|
||||
Earnings (loss) on common stock
|
$
|
87.4
|
|
$
|
82.8
|
|
$
|
165.1
|
|
$
|
(1.8
|
)
|
Earnings (loss) per common share - basic:
|
|
|
|
|
|
|
|
|
||||
Earnings before discontinued operations
|
$
|
.46
|
|
$
|
.45
|
|
$
|
.86
|
|
$
|
.85
|
|
Discontinued operations attributable to the Company, net of tax
|
(.01
|
)
|
(.03
|
)
|
(.01
|
)
|
(.86
|
)
|
||||
Earnings (loss) per common share - basic
|
$
|
.45
|
|
$
|
.42
|
|
$
|
.85
|
|
$
|
(.01
|
)
|
Earnings (loss) per common share - diluted:
|
|
|
|
|
|
|
|
|
||||
Earnings before discontinued operations
|
$
|
.46
|
|
$
|
.45
|
|
$
|
.86
|
|
$
|
.85
|
|
Discontinued operations attributable to the Company, net of tax
|
(.01
|
)
|
(.03
|
)
|
(.02
|
)
|
(.86
|
)
|
||||
Earnings (loss) per common share - diluted
|
$
|
.45
|
|
$
|
.42
|
|
$
|
.84
|
|
$
|
(.01
|
)
|
•
|
Higher outside and inside construction margins at the construction services business
|
•
|
Higher electric retail sales margins at the electric business
|
•
|
Higher natural gas retail sales margins at the natural gas distribution business
|
•
|
Lower asphalt product margins and lower construction margins at the construction materials and contracting business
|
•
|
Lower gathering and processing revenues at the pipeline and midstream 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 and outside construction margins at the construction services business
|
•
|
Higher natural gas retail sales margins at the natural gas distribution business
|
•
|
Higher electric retail sales margins at the electric business
|
•
|
Lower asphalt product margins and lower construction margins at the construction materials and contracting business
|
•
|
Lower gathering and processing revenues at the pipeline and midstream business
|
|
Three Months Ended
|
Nine Months Ended
|
||||||||||
|
September 30,
|
September 30,
|
||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
||||
|
(Dollars in millions, where applicable)
|
|||||||||||
Operating revenues
|
$
|
91.5
|
|
$
|
82.2
|
|
$
|
254.3
|
|
$
|
238.9
|
|
Operating expenses:
|
|
|
|
|
|
|
||||||
Operation and maintenance
|
30.4
|
|
28.9
|
|
87.5
|
|
84.7
|
|
||||
Electric fuel and purchased power
|
18.9
|
|
16.8
|
|
57.5
|
|
54.7
|
|
||||
Depreciation, depletion and amortization
|
12.2
|
|
12.5
|
|
35.5
|
|
37.8
|
|
||||
Taxes, other than income
|
3.7
|
|
3.6
|
|
11.1
|
|
10.2
|
|
||||
|
65.2
|
|
61.8
|
|
191.6
|
|
187.4
|
|
||||
Operating income
|
26.3
|
|
20.4
|
|
62.7
|
|
51.5
|
|
||||
Earnings
|
$
|
15.7
|
|
$
|
12.7
|
|
$
|
37.9
|
|
$
|
31.8
|
|
Retail sales (million kWh):
|
|
|
|
|
||||||||
Residential
|
278.7
|
|
276.6
|
|
860.2
|
|
835.7
|
|
||||
Commercial
|
377.7
|
|
373.3
|
|
1,122.7
|
|
1,089.5
|
|
||||
Industrial
|
133.7
|
|
126.0
|
|
395.9
|
|
401.9
|
|
||||
Other
|
28.5
|
|
23.3
|
|
75.7
|
|
66.5
|
|
||||
|
818.6
|
|
799.2
|
|
2,454.5
|
|
2,393.6
|
|
||||
Average cost of electric fuel and purchased power per kWh
|
$
|
.021
|
|
$
|
.019
|
|
$
|
.022
|
|
$
|
.021
|
|
•
|
Higher operation and maintenance expense of $1.0 million (after tax), largely higher payroll-related costs, contract services and material costs
|
•
|
Lower tax credits of $700,000
|
•
|
Higher electric retail sales margins, largely due to the recovery of additional investment in a MISO multivalue project, approved rate recovery and increased retail sales volumes of 3 percent, primarily to commercial and residential customers
|
•
|
Lower depreciation, depletion and amortization expense of $1.4 million (after tax) due to lower depreciation rates implemented in conjunction with regulatory recovery activity
|
•
|
Higher operation and maintenance expense of $1.7 million (after tax), largely higher payroll-related costs and material costs
|
•
|
Higher taxes, other than income, which includes $500,000 (after tax) largely due to higher property taxes in certain jurisdictions
|
|
Three Months Ended
|
Nine Months Ended
|
||||||||||
|
September 30,
|
September 30,
|
||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
||||
|
(Dollars in millions, where applicable)
|
|||||||||||
Operating revenues
|
$
|
92.3
|
|
$
|
87.9
|
|
$
|
566.4
|
|
$
|
500.1
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|||||
Operation and maintenance
|
39.6
|
|
39.5
|
|
119.2
|
|
116.6
|
|
||||
Purchased natural gas sold
|
36.4
|
|
37.6
|
|
314.9
|
|
273.7
|
|
||||
Depreciation, depletion and amortization
|
17.4
|
|
16.6
|
|
51.7
|
|
49.6
|
|
||||
Taxes, other than income
|
8.2
|
|
8.0
|
|
37.3
|
|
34.3
|
|
||||
|
101.6
|
|
101.7
|
|
523.1
|
|
474.2
|
|
||||
Operating income (loss)
|
(9.3
|
)
|
(13.8
|
)
|
43.3
|
|
25.9
|
|
||||
Earnings (loss)
|
$
|
(10.9
|
)
|
$
|
(12.5
|
)
|
$
|
14.2
|
|
$
|
4.9
|
|
Volumes (MMdk)
|
|
|
|
|
|
|
||||||
Sales:
|
|
|
|
|
||||||||
Residential
|
3.9
|
|
3.9
|
|
40.4
|
|
34.2
|
|
||||
Commercial
|
4.0
|
|
3.8
|
|
29.0
|
|
24.5
|
|
||||
Industrial
|
.8
|
|
.8
|
|
3.3
|
|
3.0
|
|
||||
|
8.7
|
|
8.5
|
|
72.7
|
|
61.7
|
|
||||
Transportation:
|
|
|
|
|
||||||||
Commercial
|
.3
|
|
.3
|
|
1.4
|
|
1.2
|
|
||||
Industrial
|
35.8
|
|
37.3
|
|
102.1
|
|
108.2
|
|
||||
|
36.1
|
|
37.6
|
|
103.5
|
|
109.4
|
|
||||
Total throughput
|
44.8
|
|
46.1
|
|
176.2
|
|
171.1
|
|
||||
Degree days (% of normal)*
|
|
|
|
|
|
|
|
|
||||
Montana-Dakota/Great Plains
|
242
|
%
|
174
|
%
|
99
|
%
|
84
|
%
|
||||
Cascade
|
80
|
%
|
93
|
%
|
110
|
%
|
80
|
%
|
||||
Intermountain
|
178
|
%
|
147
|
%
|
113
|
%
|
94
|
%
|
||||
Average cost of natural gas, including transportation, per dk
|
$
|
4.20
|
|
$
|
4.44
|
|
$
|
4.33
|
|
$
|
4.44
|
|
|
•
|
Lower tax credits of $500,000
|
•
|
Higher depreciation, depletion and amortization expense of $500,000 (after tax) due to increased property, plant and equipment balances
|
•
|
Higher natural gas retail sales margins resulting from higher retail sales volumes of 18 percent to all customer classes, driven primarily by colder weather in all jurisdictions and customer growth, as well as approved rate recovery; offset in part by weather normalization and conservation adjustments 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, which includes $1.8 million (after tax) primarily due to higher payroll-related costs
|
•
|
Higher depreciation, depletion and amortization expense of $1.3 million (after tax) due to increased property, plant and equipment balances
|
|
Three Months Ended
|
Nine Months Ended
|
||||||||||
|
September 30,
|
September 30,
|
||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
||||
|
(Dollars in millions)
|
|||||||||||
Operating revenues
|
$
|
31.6
|
|
$
|
36.0
|
|
$
|
89.9
|
|
$
|
105.8
|
|
Operating expenses:
|
|
|
|
|
||||||||
Operation and maintenance
|
13.7
|
|
14.1
|
|
40.9
|
|
43.1
|
|
||||
Depreciation, depletion and amortization
|
4.2
|
|
6.2
|
|
12.4
|
|
18.5
|
|
||||
Taxes, other than income
|
3.1
|
|
3.0
|
|
9.2
|
|
8.9
|
|
||||
|
21.0
|
|
23.3
|
|
62.5
|
|
70.5
|
|
||||
Operating income
|
10.6
|
|
12.7
|
|
27.4
|
|
35.3
|
|
||||
Earnings
|
$
|
6.0
|
|
$
|
6.7
|
|
$
|
15.1
|
|
$
|
18.3
|
|
Transportation volumes (MMdk)
|
82.4
|
|
67.7
|
|
228.9
|
|
217.1
|
|
||||
Natural gas gathering volumes (MMdk)
|
4.1
|
|
5.1
|
|
12.1
|
|
15.0
|
|
||||
Customer natural gas storage balance (MMdk):
|
|
|
|
|
||||||||
Beginning of period
|
25.1
|
|
28.1
|
|
26.4
|
|
16.6
|
|
||||
Net injection
|
9.5
|
|
7.2
|
|
8.2
|
|
18.7
|
|
||||
End of period
|
34.6
|
|
35.3
|
|
34.6
|
|
35.3
|
|
•
|
Lower depreciation, depletion and amortization expense of $1.2 million (after tax), primarily due to the absence of Pronghorn
|
•
|
Higher transportation revenues of $800,000 (after tax), largely due to increased off-system transportation which reflects increased volumes due to recently completed organic growth projects and higher volumes transported to storage
|
•
|
Lower operation and maintenance expense primarily due to lower payroll-related costs and the absence of Pronghorn
|
•
|
Lower interest expense of $400,000 (after tax) due to lower debt balances
|
•
|
Lower depreciation, depletion and amortization expense of $3.8 million (after tax), primarily due to the absence of Pronghorn
|
•
|
Lower operation and maintenance expense primarily due to the absence of Pronghorn and lower payroll-related costs
|
•
|
Lower interest expense of $1.5 million (after tax) due to lower debt balances
|
|
Three Months Ended
|
Nine Months Ended
|
||||||||||
|
September 30,
|
September 30,
|
||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
||||
|
(Dollars in millions)
|
|||||||||||
Operating revenues
|
$
|
686.1
|
|
$
|
724.7
|
|
$
|
1,388.6
|
|
$
|
1,476.0
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|||||
Operation and maintenance
|
555.2
|
|
582.2
|
|
1,198.3
|
|
1,243.4
|
|
||||
Depreciation, depletion and amortization
|
14.0
|
|
14.4
|
|
42.1
|
|
44.3
|
|
||||
Taxes, other than income
|
12.0
|
|
12.2
|
|
32.9
|
|
33.7
|
|
||||
|
581.2
|
|
608.8
|
|
1,273.3
|
|
1,321.4
|
|
||||
Operating income
|
104.9
|
|
115.9
|
|
115.3
|
|
154.6
|
|
||||
Earnings
|
$
|
63.2
|
|
$
|
69.5
|
|
$
|
64.5
|
|
$
|
88.8
|
|
Sales (000's):
|
|
|
|
|
|
|
|
|
||||
Aggregates (tons)
|
10,078
|
|
9,997
|
|
20,957
|
|
21,281
|
|
||||
Asphalt (tons)
|
3,009
|
|
3,507
|
|
5,054
|
|
5,959
|
|
||||
Ready-mixed concrete (cubic yards)
|
1,098
|
|
1,146
|
|
2,697
|
|
2,840
|
|
•
|
Lower asphalt product margins primarily due to increased competition in certain regions and less available work resulting in lower volumes
|
•
|
Lower construction margins of $1.5 million (after tax) primarily resulting from lower revenues in energy producing states due to less available work
|
•
|
Higher aggregate margins of $1.4 million (after tax), primarily resulting from higher sales volumes due to increased demand and timing of projects in the quarter
|
•
|
Higher other product line margins of $500,000 (after tax)
|
•
|
Lower asphalt product margins primarily due to weather-related delays, less available work and increased competition in certain regions resulting in lower volumes
|
•
|
Lower construction margins of $8.9 million (after tax) primarily due to lower revenues resulting from poor weather conditions in the first half of 2017, project timing, less available work in energy producing states and increased competition
|
•
|
Lower ready-mixed concrete margins of $1.7 million (after tax) due to lower volumes primarily resulting from poor weather conditions and decreased demand in certain regions
|
|
Three Months Ended
|
Nine Months Ended
|
||||||||||
|
September 30,
|
September 30,
|
||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
||||
|
(In millions)
|
|||||||||||
Operating revenues
|
$
|
374.5
|
|
$
|
280.8
|
|
$
|
1,010.4
|
|
$
|
822.8
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
||||
Operation and maintenance
|
336.4
|
|
255.8
|
|
906.1
|
|
750.1
|
|
||||
Depreciation, depletion and amortization
|
3.9
|
|
3.9
|
|
11.9
|
|
11.4
|
|
||||
Taxes, other than income
|
11.8
|
|
9.3
|
|
36.7
|
|
29.7
|
|
||||
|
352.1
|
|
269.0
|
|
954.7
|
|
791.2
|
|
||||
Operating income
|
22.4
|
|
11.8
|
|
55.7
|
|
31.6
|
|
||||
Earnings
|
$
|
13.1
|
|
$
|
7.2
|
|
$
|
32.9
|
|
$
|
20.2
|
|
•
|
Higher earnings resulting from higher outside construction margins due to higher construction workloads in areas impacted by hurricane activity and higher outside equipment sales and rentals
|
•
|
Higher earnings of $3.4 million (after tax) resulting from higher inside construction margins largely the result of higher workloads due to an increase in large projects during the quarter
|
•
|
Higher earnings of $14.5 million (after tax) resulting from higher inside construction margins in the majority of business activities performed which includes an increase in the number and size of projects that moved into full construction in 2017 and successful execution of labor performance on projects
|
•
|
Higher earnings resulting from higher outside construction margins due to higher workloads including areas impacted by hurricane activity
|
•
|
Higher selling, general and administrative expense of $3.3 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
|
|
Three Months Ended
|
Nine Months Ended
|
||||||||||
|
September 30,
|
September 30,
|
||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
||||
|
(In millions)
|
|||||||||||
Operating revenues
|
$
|
2.1
|
|
$
|
2.7
|
|
$
|
6.1
|
|
$
|
6.7
|
|
Operating expenses:
|
|
|
|
|
||||||||
Operation and maintenance
|
.1
|
|
2.4
|
|
5.7
|
|
6.3
|
|
||||
Depreciation, depletion and amortization
|
.5
|
|
.5
|
|
1.5
|
|
1.6
|
|
||||
Taxes, other than income
|
—
|
|
.1
|
|
.1
|
|
.1
|
|
||||
|
.6
|
|
3.0
|
|
7.3
|
|
8.0
|
|
||||
Operating income (loss)
|
1.5
|
|
(.3
|
)
|
(1.2
|
)
|
(1.3
|
)
|
||||
Earnings (loss)
|
$
|
.6
|
|
$
|
(1.0
|
)
|
$
|
(1.9
|
)
|
$
|
(3.6
|
)
|
|
Three Months Ended
|
Nine Months Ended
|
||||||||||
|
September 30,
|
September 30,
|
||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
||||
|
(In millions)
|
|||||||||||
Income (loss) from discontinued operations before intercompany eliminations, net of tax
|
$
|
(.3
|
)
|
$
|
.2
|
|
$
|
2.4
|
|
$
|
(303.0
|
)
|
Intercompany eliminations*
|
(1.9
|
)
|
(5.6
|
)
|
(6.1
|
)
|
3.5
|
|
||||
Loss from discontinued operations, net of tax
|
(2.2
|
)
|
(5.4
|
)
|
(3.7
|
)
|
(299.5
|
)
|
||||
Loss from discontinued operations attributable to noncontrolling interest
|
—
|
|
—
|
|
—
|
|
(131.7
|
)
|
||||
Loss from discontinued operations attributable to the Company, net of tax
|
$
|
(2.2
|
)
|
$
|
(5.4
|
)
|
$
|
(3.7
|
)
|
$
|
(167.8
|
)
|
|
|
Three Months Ended
|
Nine Months Ended
|
||||||||||
|
September 30,
|
September 30,
|
||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
||||
|
(In millions)
|
|||||||||||
Intersegment transactions:
|
|
|
|
|
|
|
||||||
Operating revenues
|
$
|
5.6
|
|
$
|
5.7
|
|
$
|
37.6
|
|
$
|
37.6
|
|
Operation and maintenance
|
2.5
|
|
2.4
|
|
6.6
|
|
6.7
|
|
||||
Purchased natural gas sold
|
3.1
|
|
3.3
|
|
31.0
|
|
30.9
|
|
||||
Income from continuing operations*
|
(1.9
|
)
|
(5.6
|
)
|
(6.1
|
)
|
(5.6
|
)
|
|
•
|
The Company continually seeks opportunities to expand through organic growth opportunities and strategic acquisitions.
|
•
|
The Company focuses on creating value through vertical integration within and 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 16 turbines, and is expected to be on line in December 2018. Acquisition costs for the project are estimated to be $85 million. In June 2017, the Company filed with the NDPSC a request for an advance determination of prudence for the purchase of this expansion.
|
•
|
The Company filed its 2017 North Dakota Electric Integrated Resource Plan and 2017 Montana Electric Integrated Resource Plan in June 2017 and September 2017, respectively. The plans include 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 to be expected in 2025 or later.
|
•
|
The Company is involved in a number of natural gas pipeline projects to enhance the safety, reliability and deliverability of its system.
|
•
|
The Company is focused on organic growth, while monitoring potential merger and acquisition opportunities.
|
•
|
The Company continues to be focused on the regulatory recovery of its investments. Since January 1, 2017, the Company has implemented final rate increases totaling $37.3 million in annual revenue. This includes electric rate proceedings in Montana, North Dakota, South Dakota, Wyoming and before the FERC, and natural gas proceedings in Idaho, Minnesota, Montana, Oregon and Washington. Recently approved final rates include:
|
◦
|
On September 1, 2017, the Company submitted an update to its transmission formula rate under the MISO tariff, as discussed in Note 15.
|
◦
|
On September 14 2017, the IPUC approved the natural gas rate increase filed by the Company on August 12, 2016, as discussed in Note 15.
|
◦
|
On October 26, 2017, the WUTC approved the annual pipeline replacement cost recovery mechanism filed by the Company on May 31, 2017, as discussed in Note 15.
|
•
|
The Company is requesting rate increases totaling $15.4 million in annual revenue, which includes $4.6 million in implemented interim rates. Cases recently filed include:
|
◦
|
On July 21, 2017, the Company filed an application with the NDPSC for a natural gas rate increase, as discussed in Note 15.
|
◦
|
On August 31, 2017, the Company filed an application with the WUTC for a natural gas rate increase, as discussed in Note 15.
|
◦
|
On September 25, 2017, the Company filed an application with the MTPSC for a natural gas rate increase, as discussed in Note 15.
|
◦
|
On September 29, 2017, the Company filed an application with the OPUC for an annual pipeline replacement safety cost recovery mechanism, 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 2018.
|
•
|
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 in the Bakken producing area in northwestern North Dakota. The project will include approximately 13 miles of new pipeline and associated facilities. The project, as designed, will increase capacity by over 200 million cubic feet per day and bring total capacity to over 600 million cubic feet 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 growth and improving existing operations through organic projects and acquisitions in all areas in which it operates.
|
•
|
Approximate work backlog at September 30, 2017, was $520 million, compared to $580 million a year ago.
|
•
|
Projected revenues have been decreased from a range of $1.8 billion to $1.9 billion to a range of $1.7 billion to $1.8 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 Oregon's $5.3 billion transportation package are expected to drive demand in both the near and far term in those states.
|
•
|
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 September 30, 2017, was $676 million, compared to $518 million a year ago.
|
•
|
Projected revenues have been increased from a range of $1.2 billion to $1.3 billion to a range of $1.25 billion to $1.35 billion for 2017.
|
•
|
The Company anticipates margins in 2017 to be comparable to 2016 margins.
|
•
|
The Company continues to pursue opportunities to provide service to the transmission, distribution, substations, utility services, industrial, commercial, high-technology, mission critical, manufacturing, institutional, hospitality, gaming, entertainment, infrastructure, and renewable markets. 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
|
|
|
$
|
43.4
|
|
(b)
|
$
|
—
|
|
|
5/8/19
|
Cascade Natural Gas Corporation
|
|
Revolving credit agreement
|
|
$
|
75.0
|
|
(c)
|
$
|
10.0
|
|
|
$
|
2.2
|
|
(d)
|
4/24/20
|
Intermountain Gas Company
|
|
Revolving credit agreement
|
|
$
|
85.0
|
|
(e)
|
$
|
39.9
|
|
|
$
|
—
|
|
|
4/24/20
|
Centennial Energy Holdings, Inc.
|
|
Commercial paper/Revolving credit agreement
|
(f)
|
$
|
500.0
|
|
|
$
|
76.2
|
|
(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:
|
November 3, 2017
|
BY:
|
/s/ Jason L. Vollmer
|
|
|
|
Jason L. Vollmer
|
|
|
|
Vice President, Chief Financial Officer
and Treasurer |
|
|
|
|
|
|
|
|
|
|
BY:
|
/s/ Stephanie A. Barth
|
|
|
|
Stephanie A. Barth
|
|
|
|
Vice President, Chief Accounting Officer
and Controller |
(c)
|
In accordance with Section 401(a)(35) of the Code, for any period in which the Plan holds publicly traded employer securities, the following rules shall apply.
|
(i)
|
Subject to Section 1.401(a)(35)-1(f)(2)(iv)(B) of the Treasury Regulations, if the Company or any member of the controlled group of corporations (as defined in Section 1.401(a)(35)-1(f)(2)(iv)(A) of the Treasury Regulations) which includes the Company has issued a class of stock which is a publicly traded employer security, and the Plan holds employer securities which are not publicly traded employer securities, then the Plan shall be treated as holding publicly traded employer securities.
|
(ii)
|
With respect to a Participant, an alternate payee with an account under the Plan, or a Participant’s beneficiary, if any portion of such individual’s account under the Plan attributable to employee contributions and elective deferrals (as described in Section 402(g)(3)(A) of the Code) is invested in publicly traded employer securities, then such individual must be offered the opportunity to elect to divest those employer securities and reinvest an equivalent amount in other investment options as described in paragraph (iv) below.
|
(iii)
|
With respect to a Participant who has completed three years of vesting service, an alternate payee of such Participant with an account under the Plan, or a Participant’s beneficiary, if any portion of such individual’s account attributable to employer contributions is invested in publicly traded employer securities, then such individual must be offered the opportunity to elect to divest those employer securities and reinvest an equivalent amount in other investment options as described in paragraph (iv) below.
|
(iv)
|
With respect to individuals described in paragraphs (ii) and (iii) of this Subsection 5.2(c):
|
(A)
|
At least three investment options (other than employer securities) shall be offered to such individuals;
|
(B)
|
Each investment option shall be diversified and have materially different risk and return characteristics; and
|
(C)
|
Periodic reasonable divestment and reinvestment opportunities shall be provided at least quarterly.
|
(v)
|
Except as provided in Sections 1.401(a)(35)-1(e)(2) and (3) of the Treasury Regulations, restrictions (either direct or indirect) or conditions will not be imposed on the investment of publicly traded employer securities if such restrictions or conditions are not imposed on the investment of other Plan assets.
|
|
|
|
|
MDU RESOURCES GROUP, INC.
EMPLOYEE BENEFITS COMMITTEE |
|
|
|
|
|
By:
|
/s/ Doran N. Schwartz
|
|
|
Doran N. Schwartz, Chairman
|
|
|
Name
|
Title
|
Date of Agreement
|
David L. Goodin
|
President and Chief Executive Officer, MDU Resources Group, Inc.
|
August 12, 2010,
as amended May 15, 2014
|
Nicole A. Kivisto
|
President and Chief Executive Officer, Montana-Dakota Utilities Co., Great Plains Natural Gas Co., Cascade Natural Gas Corporation, and Intermountain Gas Company
|
August 12, 2010,
as amended May 15, 2014
|
David C. Barney
|
President and Chief Executive Officer, Knife River Corporation
|
May 16, 2013,
as amended May 15, 2014
|
Jeffrey S. Thiede
|
President and Chief Executive Officer, MDU Construction Services Group, Inc.
|
May 16, 2013,
as amended May 15, 2014
|
Jason L. Vollmer
|
Vice President, Chief Financial Officer and Treasurer, MDU Resources Group, Inc.
|
November 29, 2014
|
Daniel S. Kuntz
|
Vice President, General Counsel and Secretary, MDU Resources Group, Inc.
|
November 18, 2015
|
Anne M. Jones
|
Vice President – Human Resources, MDU Resources Group, Inc.
|
January 1, 2016
|
Margaret (Peggy) A. Link
|
Chief Information Officer, MDU Resources Group, Inc.
|
January 1, 2017
|
Stephanie A. Barth
|
Vice President, Chief Accounting Officer and Controller, MDU Resources Group, Inc.
|
September 21, 2017
|
Trevor J. Hastings
|
President and Chief Executive Officer, WBI Holdings, Inc.
|
October 10, 2017
|
Name
|
Title
|
Date of Agreement
|
Harry J. Pearce
|
Director and Chairman of the Board
|
August 12, 2010
|
David L. Goodin
|
Director
|
August 12, 2010
|
Thomas Everist
|
Director
|
August 12, 2010
|
Karen B. Fagg
|
Director
|
August 12, 2010
|
A. Bart Holaday
|
Director
|
August 12, 2010
|
Dennis W. Johnson
|
Director
|
August 12, 2010
|
Patricia L. Moss
|
Director
|
August 12, 2010
|
John K. Wilson
|
Director
|
August 12, 2010
|
Mark A. Hellerstein
|
Director
|
August 1, 2013
|
William E. McCracken
|
Director
|
August 1, 2013
|
|
Twelve
Months Ended
September 30, 2017
|
|
Year Ended
December 31, 2016
|
|
||||||
|
(In thousands of dollars)
|
|
||||||||
Earnings Available for Fixed Charges:
|
|
|
|
|
|
|||||
Net Income (a)
|
|
$
|
236,141
|
|
|
$
|
233,102
|
|
|
|
Income Taxes
|
|
100,157
|
|
|
93,132
|
|
|
|||
|
|
336,298
|
|
|
326,234
|
|
|
|||
Rents (b)
|
|
23,618
|
|
|
21,656
|
|
|
|||
Interest (c)
|
|
83,164
|
|
|
88,045
|
|
|
|||
Total Earnings Available for Fixed Charges
|
|
$
|
443,080
|
|
|
$
|
435,935
|
|
|
|
|
|
|
|
|
|
|||||
Preferred Dividend Requirements
|
|
$
|
343
|
|
|
$
|
685
|
|
|
|
Ratio of Income Before Income Taxes to Net Income
|
|
142
|
%
|
|
140
|
%
|
|
|||
Preferred Dividend Factor on Pretax Basis
|
|
487
|
|
|
959
|
|
|
|||
Fixed Charges (d)
|
|
106,730
|
|
|
109,636
|
|
|
|||
Combined Fixed Charges and Preferred Stock Dividends
|
|
$
|
107,217
|
|
|
$
|
110,595
|
|
|
|
Ratio of Earnings to Fixed Charges
|
|
4.2x
|
|
|
4.0x
|
|
|
|||
Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends
|
|
4.1x
|
|
|
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 (#)
|
||||||
04-05459
|
—
|
|
$
|
116
|
|
—
|
|
—
|
|
—
|
|
10-02089
|
1
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
10-02170
|
—
|
|
—
|
|
—
|
|
—
|
|
2
|
|
|
13-02222
|
—
|
|
116
|
|
—
|
|
—
|
|
—
|
|
|
21-02614
|
1
|
|
204
|
|
—
|
|
—
|
|
—
|
|
|
21-03086
|
1
|
|
204
|
|
—
|
|
—
|
|
—
|
|
|
21-03112
|
—
|
|
116
|
|
—
|
|
—
|
|
—
|
|
|
21-03248
|
1
|
|
—
|
|
1
|
|
1
|
|
—
|
|
|
21-03502
|
1
|
|
685
|
|
—
|
|
—
|
|
—
|
|
|
21-03812
|
3
|
|
1,025
|
|
—
|
|
—
|
|
—
|
|
|
21-03870
|
—
|
|
116
|
|
—
|
|
—
|
|
—
|
|
|
35-00512
|
—
|
|
809
|
|
—
|
|
—
|
|
—
|
|
|
35-03131
|
—
|
|
464
|
|
—
|
|
—
|
|
—
|
|
|
35-03496
|
—
|
|
220
|
|
—
|
|
—
|
|
2
|
|
|
35-03505
|
—
|
|
116
|
|
—
|
|
—
|
|
—
|
|
|
35-03667
|
—
|
|
116
|
|
—
|
|
—
|
|
—
|
|
|
41-02639
|
—
|
|
593
|
|
—
|
|
—
|
|
—
|
|
|
48-01383
|
—
|
|
116
|
|
—
|
|
—
|
|
—
|
|
|
48-01670
|
—
|
|
13
|
|
—
|
|
—
|
|
—
|
|
|
50-00883
|
1
|
|
375
|
|
—
|
|
—
|
|
—
|
|
|
50-01196
|
1
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
51-00036
|
—
|
|
1,930
|
|
8
|
|
—
|
|
—
|
|
|
51-00192
|
1
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
51-00241
|
—
|
|
—
|
|
1
|
|
—
|
|
—
|
|
|
I6K (Contractor ID)
|
1
|
|
428
|
|
—
|
|
—
|
|
—
|
|
|
|
12
|
|
$
|
7,762
|
|
10
|
|
1
|
|
4
|
|
•
|
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
|
|
—
|
|
—
|
|
—
|
|
—
|
|
21-03248
|
1
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
51-00036
|
8
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
51-00241
|
1
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
10
|
|
2
|
|
—
|
|
—
|
|
—
|
|
—
|
|