|
☒
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
Delaware
|
|
30-1133956
|
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
|
Title of each class
|
Trading symbol(s)
|
Name of each exchange on which registered
|
|
Common Stock, par value $1.00 per share
|
MDU
|
New York Stock Exchange
|
|
Large Accelerated Filer
|
☒
|
Accelerated Filer
|
☐
|
|
Non-Accelerated Filer
|
☐
|
Smaller Reporting Company
|
☐
|
|
|
|
Emerging Growth Company
|
☐
|
|
Index
|
|
|
|
Page
|
|
|
|
|
|
|
|
Abbreviation or Acronym
|
|
|
2018 Annual Report
|
Company's Annual Report on Form 10-K for the year ended December 31, 2018
|
|
AFUDC
|
Allowance for funds used during construction
|
|
ASC
|
FASB Accounting Standards Codification
|
|
ASU
|
FASB Accounting Standards Update
|
|
Brazilian Transmission Lines
|
Company's former investment in companies owning three electric transmission lines in Brazil
|
|
BSSE
|
345-kilovolt transmission line from Ellendale, North Dakota, to Big Stone City, South Dakota
|
|
Calumet
|
Calumet Specialty Products Partners, L.P.
|
|
Cascade
|
Cascade Natural Gas Corporation, an indirect wholly owned subsidiary of MDU Energy Capital
|
|
Centennial
|
Centennial Energy Holdings, Inc., a direct wholly owned subsidiary of the Company
|
|
Centennial Capital
|
Centennial Holdings Capital LLC, a direct wholly owned subsidiary of Centennial
|
|
Centennial Resources
|
Centennial Energy Resources LLC, a direct wholly owned subsidiary of Centennial
|
|
Company
|
MDU Resources Group, Inc. (formerly known as MDUR Newco), which, as the context requires, refers to the previous MDU Resources Group, Inc. prior to January 1, 2019, and the new holding company of the same name after January 1, 2019
|
|
Coyote Creek
|
Coyote Creek Mining Company, LLC, a subsidiary of The North American Coal Corporation
|
|
Coyote Station
|
427-MW coal-fired electric generating facility near Beulah, North Dakota (25 percent ownership)
|
|
Dakota Prairie Refinery
|
20,000-barrel-per-day diesel topping plant built by Dakota Prairie Refining in southwestern North Dakota
|
|
Dakota Prairie Refining
|
Dakota Prairie Refining, LLC, a limited liability company previously owned by WBI Energy and Calumet (previously included in the Company's refining segment)
|
|
dk
|
Decatherm
|
|
Dodd-Frank Act
|
Dodd-Frank Wall Street Reform and Consumer Protection Act
|
|
EPA
|
United States Environmental Protection Agency
|
|
Exchange Act
|
Securities Exchange Act of 1934, as amended
|
|
FASB
|
Financial Accounting Standards Board
|
|
FERC
|
Federal Energy Regulatory Commission
|
|
Fidelity
|
Fidelity Exploration & Production Company, a direct wholly owned subsidiary of WBI Holdings (previously referred to as the Company's exploration and production segment)
|
|
GAAP
|
Accounting principles generally accepted in the United States of America
|
|
GHG
|
Greenhouse gas
|
|
Great Plains
|
Great Plains Natural Gas Co., a public utility division of the Company prior to the closing of the Holding Company Reorganization and a public utility division of Montana-Dakota as of January 1, 2019
|
|
Holding Company Reorganization
|
The internal holding company reorganization completed on January 1, 2019, pursuant to the agreement and plan of merger, dated as of December 31, 2018, by and among Montana-Dakota, the Company and MDUR Newco Sub, which resulted in the Company becoming a holding company and owning all of the outstanding capital stock of Montana-Dakota
|
|
Intermountain
|
Intermountain Gas Company, an indirect wholly owned subsidiary of MDU Energy Capital
|
|
Knife River
|
Knife River Corporation, a direct wholly owned subsidiary of Centennial
|
|
Knife River - Northwest
|
Knife River Corporation - Northwest, an indirect wholly owned subsidiary of Knife River
|
|
kWh
|
Kilowatt-hour
|
|
LIBOR
|
London Inter-bank Offered Rate
|
|
LWG
|
Lower Willamette Group
|
|
MD&A
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
|
MDU Construction Services
|
MDU Construction Services Group, Inc., a direct wholly owned subsidiary of Centennial
|
|
MDU Energy Capital
|
MDU Energy Capital, LLC, a direct wholly owned subsidiary of the Company
|
|
MDUR Newco
|
MDUR Newco, Inc., a public holding company created by implementing the Holding Company Reorganization, now known as the Company
|
|
MDUR Newco Sub
|
MDUR Newco Sub, Inc., a direct, wholly owned subsidiary of MDUR Newco, which was merged with and into Montana-Dakota in the Holding Company Reorganization
|
|
MMcf
|
Million cubic feet
|
|
MMdk
|
Million dk
|
|
MNPUC
|
Minnesota Public Utilities Commission
|
|
Montana-Dakota
|
Montana-Dakota Utilities Co., (formerly known as MDU Resources Group, Inc.), a public utility division of the Company prior to the closing of the Holding Company Reorganization and a direct wholly owned subsidiary of MDU Energy Capital as of January 1, 2019
|
|
MTPSC
|
Montana Public Service Commission
|
|
MW
|
Megawatt
|
|
NDPSC
|
North Dakota Public Service Commission
|
|
Non-GAAP
|
Not in accordance with GAAP
|
|
OPUC
|
Oregon Public Utility Commission
|
|
Oregon DEQ
|
Oregon State Department of Environmental Quality
|
|
PRP
|
Potentially Responsible Party
|
|
ROD
|
Record of Decision
|
|
SEC
|
United States Securities and Exchange Commission
|
|
Securities Act
|
Securities Act of 1933, as amended
|
|
TCJA
|
Tax Cuts and Jobs Act
|
|
Tesoro
|
Tesoro Refining & Marketing Company LLC
|
|
VIE
|
Variable interest entity
|
|
Washington DOE
|
Washington State Department of Ecology
|
|
WBI Energy
|
WBI Energy, Inc., a direct wholly owned subsidiary of WBI Holdings
|
|
WBI Energy Transmission
|
WBI Energy Transmission, Inc., an indirect wholly owned subsidiary of WBI Holdings
|
|
WBI Holdings
|
WBI Holdings, Inc., a direct wholly owned subsidiary of Centennial
|
|
WUTC
|
Washington Utilities and Transportation Commission
|
|
WYPSC
|
Wyoming Public Service Commission
|
|
MDU Resources Group, Inc.
|
||||||||||||
|
Consolidated Statements of Income
|
||||||||||||
|
(Unaudited)
|
||||||||||||
|
|
Three Months Ended
|
Six Months Ended
|
||||||||||
|
|
June 30,
|
June 30,
|
||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
||||
|
|
(In thousands, except per share amounts)
|
|||||||||||
|
Operating revenues:
|
|
|
|
|
||||||||
|
Electric, natural gas distribution and regulated pipeline and midstream
|
$
|
236,247
|
|
$
|
226,684
|
|
$
|
675,864
|
|
$
|
651,143
|
|
|
Nonregulated pipeline and midstream, construction materials and contracting, construction services and other
|
1,067,326
|
|
837,913
|
|
1,718,900
|
|
1,389,747
|
|
||||
|
Total operating revenues
|
1,303,573
|
|
1,064,597
|
|
2,394,764
|
|
2,040,890
|
|
||||
|
Operating expenses:
|
|
|
|
|
|
|
|
|
||||
|
Operation and maintenance:
|
|
|
|
|
|
|
|
|
||||
|
Electric, natural gas distribution and regulated pipeline and midstream
|
88,415
|
|
83,928
|
|
176,186
|
|
170,042
|
|
||||
|
Nonregulated pipeline and midstream, construction materials and contracting, construction services and other
|
932,616
|
|
738,156
|
|
1,547,759
|
|
1,252,898
|
|
||||
|
Total operation and maintenance
|
1,021,031
|
|
822,084
|
|
1,723,945
|
|
1,422,940
|
|
||||
|
Purchased natural gas sold
|
54,866
|
|
56,228
|
|
238,695
|
|
238,196
|
|
||||
|
Depreciation, depletion and amortization
|
63,019
|
|
53,553
|
|
122,916
|
|
106,282
|
|
||||
|
Taxes, other than income
|
47,953
|
|
40,757
|
|
101,982
|
|
89,610
|
|
||||
|
Electric fuel and purchased power
|
19,393
|
|
17,983
|
|
45,696
|
|
40,494
|
|
||||
|
Total operating expenses
|
1,206,262
|
|
990,605
|
|
2,233,234
|
|
1,897,522
|
|
||||
|
Operating income
|
97,311
|
|
73,992
|
|
161,530
|
|
143,368
|
|
||||
|
Other income
|
1,615
|
|
1,599
|
|
9,208
|
|
2,181
|
|
||||
|
Interest expense
|
25,429
|
|
20,800
|
|
48,836
|
|
41,246
|
|
||||
|
Income before income taxes
|
73,497
|
|
54,791
|
|
121,902
|
|
104,303
|
|
||||
|
Income taxes
|
10,352
|
|
10,716
|
|
17,668
|
|
18,267
|
|
||||
|
Income from continuing operations
|
63,145
|
|
44,075
|
|
104,234
|
|
86,036
|
|
||||
|
Income (loss) from discontinued operations, net of tax (Note 10)
|
(1,320
|
)
|
(273
|
)
|
(1,483
|
)
|
203
|
|
||||
|
Net income
|
$
|
61,825
|
|
$
|
43,802
|
|
$
|
102,751
|
|
$
|
86,239
|
|
|
Earnings per share - basic:
|
|
|
|
|
|
|
|
|
||||
|
Income from continuing operations
|
$
|
.32
|
|
$
|
.22
|
|
$
|
.53
|
|
$
|
.44
|
|
|
Discontinued operations, net of tax
|
(.01
|
)
|
—
|
|
(.01
|
)
|
—
|
|
||||
|
Earnings per share - basic
|
$
|
.31
|
|
$
|
.22
|
|
$
|
.52
|
|
$
|
.44
|
|
|
Earnings per share - diluted:
|
|
|
|
|
|
|
|
|
||||
|
Income from continuing operations
|
$
|
.32
|
|
$
|
.22
|
|
$
|
.53
|
|
$
|
.44
|
|
|
Discontinued operations, net of tax
|
(.01
|
)
|
—
|
|
(.01
|
)
|
—
|
|
||||
|
Earnings per share - diluted
|
$
|
.31
|
|
$
|
.22
|
|
$
|
.52
|
|
$
|
.44
|
|
|
Weighted average common shares outstanding - basic
|
198,270
|
|
195,524
|
|
197,341
|
|
195,415
|
|
||||
|
Weighted average common shares outstanding - diluted
|
198,287
|
|
196,169
|
|
197,356
|
|
196,077
|
|
||||
|
MDU Resources Group, Inc.
|
|||||||||||||
|
Consolidated Statements of Comprehensive Income
|
|||||||||||||
|
(Unaudited)
|
|||||||||||||
|
|
|
Three Months Ended
|
Six Months Ended
|
||||||||||
|
|
|
June 30,
|
June 30,
|
||||||||||
|
|
|
2019
|
|
2018
|
|
2019
|
2018
|
||||||
|
|
|
(In thousands)
|
|||||||||||
|
Net income
|
|
$
|
61,825
|
|
$
|
43,802
|
|
$
|
102,751
|
|
$
|
86,239
|
|
|
Other comprehensive income:
|
|
|
|
|
|
||||||||
|
Reclassification adjustment for loss on derivative instruments included in net income, net of tax of $36 and $53 for the three months ended and $(213) and $109 for the six months ended in 2019 and 2018, respectively
|
|
111
|
|
95
|
|
508
|
|
187
|
|
||||
|
Amortization of postretirement liability losses included in net periodic benefit cost, net of tax of $89 and $145 for the three months ended and $189 and $300 for the six months ended in 2019 and 2018, respectively
|
|
276
|
|
449
|
|
586
|
|
867
|
|
||||
|
Foreign currency translation adjustment:
|
|
|
|
|
|
||||||||
|
Foreign currency translation adjustment recognized during the period, net of tax of $0 and $(13) for the three months ended and $0 and $(14) for the six months ended in 2019 and 2018, respectively
|
|
—
|
|
(59
|
)
|
—
|
|
(61
|
)
|
||||
|
Reclassification adjustment for foreign currency translation adjustment included in net income, net of tax of $0 and $75 for the three months ended and $0 and $75 for the six months ended in 2019 and 2018, respectively
|
|
—
|
|
249
|
|
—
|
|
249
|
|
||||
|
Foreign currency translation adjustment
|
|
—
|
|
190
|
|
—
|
|
188
|
|
||||
|
Net unrealized gain (loss) on available-for-sale investments:
|
|
|
|
|
|
||||||||
|
Net unrealized gain (loss) on available-for-sale investments arising during the period, net of tax of $21 and $(12) for the three months ended and $31 and $(39) for the six months ended in 2019 and 2018, respectively
|
|
79
|
|
(43
|
)
|
118
|
|
(148
|
)
|
||||
|
Reclassification adjustment for loss on available-for-sale investments included in net income, net of tax of $3 and $10 for the three months ended and $10 and $17 for the six months ended in 2019 and 2018, respectively
|
|
12
|
|
34
|
|
40
|
|
64
|
|
||||
|
Net unrealized gain (loss) on available-for-sale investments
|
|
91
|
|
(9
|
)
|
158
|
|
(84
|
)
|
||||
|
Other comprehensive income
|
|
478
|
|
725
|
|
1,252
|
|
1,158
|
|
||||
|
Comprehensive income attributable to common stockholders
|
|
$
|
62,303
|
|
$
|
44,527
|
|
$
|
104,003
|
|
$
|
87,397
|
|
|
MDU Resources Group, Inc.
|
|||||||||
|
Consolidated Balance Sheets
|
|||||||||
|
(Unaudited)
|
|||||||||
|
|
June 30, 2019
|
|
June 30, 2018
|
|
December 31, 2018
|
|
|||
|
(In thousands, except shares and per share amounts)
|
|
||||||||
|
Assets
|
|
|
|
||||||
|
Current assets:
|
|
|
|
||||||
|
Cash and cash equivalents
|
$
|
71,966
|
|
$
|
41,659
|
|
$
|
53,948
|
|
|
Receivables, net
|
890,579
|
|
743,687
|
|
722,945
|
|
|||
|
Inventories
|
325,944
|
|
278,239
|
|
287,309
|
|
|||
|
Prepayments and other current assets
|
155,893
|
|
52,035
|
|
119,500
|
|
|||
|
Current assets held for sale
|
428
|
|
572
|
|
430
|
|
|||
|
Total current assets
|
1,444,810
|
|
1,116,192
|
|
1,184,132
|
|
|||
|
Investments
|
145,746
|
|
140,053
|
|
138,620
|
|
|||
|
Property, plant and equipment
|
7,625,654
|
|
6,975,919
|
|
7,397,321
|
|
|||
|
Less accumulated depreciation, depletion and amortization
|
2,903,274
|
|
2,758,163
|
|
2,818,644
|
|
|||
|
Net property, plant and equipment
|
4,722,380
|
|
4,217,756
|
|
4,578,677
|
|
|||
|
Deferred charges and other assets:
|
|
|
|
|
|
|
|||
|
Goodwill
|
679,395
|
|
642,374
|
|
664,922
|
|
|||
|
Other intangible assets, net
|
11,323
|
|
4,190
|
|
10,815
|
|
|||
|
Operating lease right-of-use assets (Note 11)
|
118,795
|
|
—
|
|
—
|
|
|||
|
Other
|
466,957
|
|
409,407
|
|
408,857
|
|
|||
|
Noncurrent assets held for sale
|
2,087
|
|
3,998
|
|
2,087
|
|
|||
|
Total deferred charges and other assets
|
1,278,557
|
|
1,059,969
|
|
1,086,681
|
|
|||
|
Total assets
|
$
|
7,591,493
|
|
$
|
6,533,970
|
|
$
|
6,988,110
|
|
|
Liabilities and Stockholders' Equity
|
|
|
|
|
|
|
|||
|
Current liabilities:
|
|
|
|
|
|
|
|||
|
Short-term borrowings
|
$
|
89,983
|
|
$
|
—
|
|
$
|
—
|
|
|
Long-term debt due within one year
|
51,822
|
|
109,199
|
|
251,854
|
|
|||
|
Accounts payable
|
356,059
|
|
330,926
|
|
358,505
|
|
|||
|
Taxes payable
|
46,731
|
|
47,803
|
|
41,929
|
|
|||
|
Dividends payable
|
40,225
|
|
38,714
|
|
39,695
|
|
|||
|
Accrued compensation
|
71,508
|
|
53,933
|
|
69,007
|
|
|||
|
Current operating lease liabilities (Note 11)
|
31,615
|
|
—
|
|
—
|
|
|||
|
Other accrued liabilities
|
218,442
|
|
208,696
|
|
221,059
|
|
|||
|
Current liabilities held for sale
|
6,217
|
|
11,713
|
|
4,001
|
|
|||
|
Total current liabilities
|
912,602
|
|
800,984
|
|
986,050
|
|
|||
|
Long-term debt
|
2,327,984
|
|
1,743,711
|
|
1,856,841
|
|
|||
|
Deferred credits and other liabilities:
|
|
|
|
|
|
|
|||
|
Deferred income taxes
|
457,588
|
|
362,896
|
|
430,085
|
|
|||
|
Noncurrent operating lease liabilities (Note 11)
|
87,172
|
|
—
|
|
—
|
|
|||
|
Other
|
1,145,846
|
|
1,175,301
|
|
1,148,359
|
|
|||
|
Total deferred credits and other liabilities
|
1,690,606
|
|
1,538,197
|
|
1,578,444
|
|
|||
|
Commitments and contingencies
|
|
|
|
|
|
|
|||
|
Stockholders' equity:
|
|
|
|
|
|
|
|||
|
Common stock
|
|
|
|
|
|
|
|||
|
Authorized - 500,000,000 shares, $1.00 par value
Shares issued - 199,539,110 at June 30, 2019, 196,557,245 at June 30, 2018 and 196,564,907 at December 31, 2018 |
199,539
|
|
196,557
|
|
196,565
|
|
|||
|
Other paid-in capital
|
1,315,511
|
|
1,245,858
|
|
1,248,576
|
|
|||
|
Retained earnings
|
1,185,967
|
|
1,056,424
|
|
1,163,602
|
|
|||
|
Accumulated other comprehensive loss
|
(37,090
|
)
|
(44,135
|
)
|
(38,342
|
)
|
|||
|
Treasury stock at cost - 538,921 shares
|
(3,626
|
)
|
(3,626
|
)
|
(3,626
|
)
|
|||
|
Total stockholders' equity
|
2,660,301
|
|
2,451,078
|
|
2,566,775
|
|
|||
|
Total liabilities and stockholders' equity
|
$
|
7,591,493
|
|
$
|
6,533,970
|
|
$
|
6,988,110
|
|
|
MDU Resources Group, Inc.
|
||||||||||||||||||||||
|
Consolidated Statements of Equity
|
||||||||||||||||||||||
|
(Unaudited)
|
||||||||||||||||||||||
|
Six Months Ended June 30, 2019
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
Other
Paid-in Capital
|
|
Retained Earnings
|
|
Accumu-lated
Other Compre-hensive Loss
|
|
|
|
|
|||||||||||
|
|
Common Stock
|
Treasury Stock
|
|
|||||||||||||||||||
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Total
|
|
||||||||||||
|
|
(In thousands, except shares)
|
|||||||||||||||||||||
|
At December 31, 2018
|
196,564,907
|
|
$
|
196,565
|
|
$
|
1,248,576
|
|
$
|
1,163,602
|
|
$
|
(38,342
|
)
|
(538,921
|
)
|
$
|
(3,626
|
)
|
$
|
2,566,775
|
|
|
Net income
|
—
|
|
—
|
|
—
|
|
40,926
|
|
—
|
|
—
|
|
—
|
|
40,926
|
|
||||||
|
Other comprehensive income
|
—
|
|
—
|
|
—
|
|
—
|
|
774
|
|
—
|
|
—
|
|
774
|
|
||||||
|
Dividends declared on common stock
|
—
|
|
—
|
|
—
|
|
(40,019
|
)
|
—
|
|
—
|
|
—
|
|
(40,019
|
)
|
||||||
|
Stock-based compensation
|
—
|
|
—
|
|
1,617
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1,617
|
|
||||||
|
Issuance of common stock upon vesting of stock-based compensation, net of shares used for tax withholdings
|
246,214
|
|
246
|
|
(3,261
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(3,015
|
)
|
||||||
|
Issuance of common stock
|
1,505,687
|
|
1,506
|
|
37,128
|
|
—
|
|
—
|
|
—
|
|
—
|
|
38,634
|
|
||||||
|
At March 31, 2019
|
198,316,808
|
|
$
|
198,317
|
|
$
|
1,284,060
|
|
$
|
1,164,509
|
|
$
|
(37,568
|
)
|
(538,921
|
)
|
$
|
(3,626
|
)
|
$
|
2,605,692
|
|
|
Net income
|
—
|
|
—
|
|
—
|
|
61,825
|
|
—
|
|
—
|
|
—
|
|
61,825
|
|
||||||
|
Other comprehensive income
|
—
|
|
—
|
|
—
|
|
—
|
|
478
|
|
—
|
|
—
|
|
478
|
|
||||||
|
Dividends declared on common stock
|
—
|
|
—
|
|
—
|
|
(40,367
|
)
|
—
|
|
—
|
|
—
|
|
(40,367
|
)
|
||||||
|
Stock-based compensation
|
—
|
|
—
|
|
1,742
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1,742
|
|
||||||
|
Issuance of common stock
|
1,222,302
|
|
1,222
|
|
29,709
|
|
—
|
|
—
|
|
—
|
|
—
|
|
30,931
|
|
||||||
|
At June 30, 2019
|
199,539,110
|
|
$
|
199,539
|
|
$
|
1,315,511
|
|
$
|
1,185,967
|
|
$
|
(37,090
|
)
|
(538,921
|
)
|
$
|
(3,626
|
)
|
$
|
2,660,301
|
|
|
Six Months Ended June 30, 2018
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
Other
Paid-in Capital
|
|
Retained Earnings
|
|
Accumu-lated
Other Compre-hensive Loss
|
|
|
|
|
||||||||||||
|
|
Common Stock
|
Treasury Stock
|
|
|||||||||||||||||||
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Total
|
|
||||||||||||
|
|
(In thousands, except shares)
|
|||||||||||||||||||||
|
At December 31, 2017
|
195,843,297
|
|
$
|
195,843
|
|
$
|
1,233,412
|
|
$
|
1,040,748
|
|
$
|
(37,334
|
)
|
(538,921
|
)
|
$
|
(3,626
|
)
|
$
|
2,429,043
|
|
|
Cumulative effect of adoption of ASU 2014-09
|
—
|
|
—
|
|
—
|
|
(970
|
)
|
—
|
|
—
|
|
—
|
|
(970
|
)
|
||||||
|
Adjusted balance at January 1, 2018
|
195,843,297
|
|
195,843
|
|
1,233,412
|
|
1,039,778
|
|
(37,334
|
)
|
(538,921
|
)
|
(3,626
|
)
|
2,428,073
|
|
||||||
|
Net income
|
—
|
|
—
|
|
—
|
|
42,437
|
|
—
|
|
—
|
|
—
|
|
42,437
|
|
||||||
|
Other comprehensive income
|
—
|
|
—
|
|
—
|
|
—
|
|
433
|
|
—
|
|
—
|
|
433
|
|
||||||
|
Reclassification of certain prior period tax effects from accumulated other comprehensive loss
|
—
|
|
—
|
|
—
|
|
7,959
|
|
(7,959
|
)
|
—
|
|
—
|
|
—
|
|
||||||
|
Dividends declared on common stock
|
—
|
|
—
|
|
—
|
|
(38,705
|
)
|
—
|
|
—
|
|
—
|
|
(38,705
|
)
|
||||||
|
Stock-based compensation
|
—
|
|
—
|
|
1,223
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1,223
|
|
||||||
|
Repurchase of common stock
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(182,424
|
)
|
(5,020
|
)
|
(5,020
|
)
|
||||||
|
Issuance of common stock upon vesting of stock-based compensation, net of shares used
for tax withholdings |
—
|
|
—
|
|
(7,350
|
)
|
—
|
|
—
|
|
182,424
|
|
5,020
|
|
(2,330
|
)
|
||||||
|
At March 31, 2018
|
195,843,297
|
|
$
|
195,843
|
|
$
|
1,227,285
|
|
$
|
1,051,469
|
|
$
|
(44,860
|
)
|
(538,921
|
)
|
$
|
(3,626
|
)
|
$
|
2,426,111
|
|
|
Net income
|
—
|
|
—
|
|
—
|
|
43,802
|
|
—
|
|
—
|
|
—
|
|
43,802
|
|
||||||
|
Other comprehensive income
|
—
|
|
—
|
|
—
|
|
—
|
|
725
|
|
—
|
|
—
|
|
725
|
|
||||||
|
Dividends declared on common stock
|
—
|
|
—
|
|
—
|
|
(38,847
|
)
|
—
|
|
—
|
|
—
|
|
(38,847
|
)
|
||||||
|
Stock-based compensation
|
—
|
|
—
|
|
1,294
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1,294
|
|
||||||
|
Issuance of common stock
|
713,948
|
|
714
|
|
17,279
|
|
—
|
|
—
|
|
—
|
|
—
|
|
17,993
|
|
||||||
|
At June 30, 2018
|
196,557,245
|
|
$
|
196,557
|
|
$
|
1,245,858
|
|
$
|
1,056,424
|
|
$
|
(44,135
|
)
|
(538,921
|
)
|
$
|
(3,626
|
)
|
$
|
2,451,078
|
|
|
MDU Resources Group, Inc.
|
|||||||
|
Consolidated Statements of Cash Flows
|
|||||||
|
(Unaudited)
|
|||||||
|
|
|
Six Months Ended
|
|||||
|
|
|
June 30,
|
|||||
|
|
|
2019
|
|
2018
|
|
||
|
|
|
(In thousands)
|
|||||
|
Operating activities:
|
|
|
|
||||
|
Net income
|
|
$
|
102,751
|
|
$
|
86,239
|
|
|
Income (loss) from discontinued operations, net of tax
|
|
(1,483
|
)
|
203
|
|
||
|
Income from continuing operations
|
|
104,234
|
|
86,036
|
|
||
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
|
|
|
|
|
|
||
|
Depreciation, depletion and amortization
|
|
122,916
|
|
106,282
|
|
||
|
Deferred income taxes
|
|
22,753
|
|
4,186
|
|
||
|
Changes in current assets and liabilities, net of acquisitions:
|
|
|
|
|
|||
|
Receivables
|
|
(171,304
|
)
|
(13,853
|
)
|
||
|
Inventories
|
|
(36,302
|
)
|
(47,396
|
)
|
||
|
Other current assets
|
|
(32,088
|
)
|
29,072
|
|
||
|
Accounts payable
|
|
1,398
|
|
15,748
|
|
||
|
Other current liabilities
|
|
15,585
|
|
7,849
|
|
||
|
Other noncurrent changes
|
|
(50,822
|
)
|
(11,566
|
)
|
||
|
Net cash provided by (used in) continuing operations
|
|
(23,630
|
)
|
176,358
|
|
||
|
Net cash provided by discontinued operations
|
|
735
|
|
224
|
|
||
|
Net cash provided by (used in) operating activities
|
|
(22,895
|
)
|
176,582
|
|
||
|
Investing activities:
|
|
|
|
|
|
||
|
Capital expenditures
|
|
(281,674
|
)
|
(210,612
|
)
|
||
|
Acquisitions, net of cash acquired
|
|
(30,868
|
)
|
(20,009
|
)
|
||
|
Net proceeds from sale or disposition of property and other
|
|
8,197
|
|
9,286
|
|
||
|
Investments
|
|
(713
|
)
|
(916
|
)
|
||
|
Net cash used in investing activities
|
|
(305,058
|
)
|
(222,251
|
)
|
||
|
Financing activities:
|
|
|
|
|
|
||
|
Issuance of short-term borrowings
|
|
119,977
|
|
—
|
|
||
|
Repayment of short-term borrowings
|
|
(30,000
|
)
|
—
|
|
||
|
Issuance of long-term debt
|
|
368,975
|
|
240,746
|
|
||
|
Repayment of long-term debt
|
|
(99,961
|
)
|
(103,521
|
)
|
||
|
Proceeds from issuance of common stock
|
|
69,565
|
|
—
|
|
||
|
Dividends paid
|
|
(79,570
|
)
|
(77,145
|
)
|
||
|
Repurchase of common stock
|
|
—
|
|
(5,020
|
)
|
||
|
Tax withholding on stock-based compensation
|
|
(3,015
|
)
|
(2,330
|
)
|
||
|
Net cash provided by financing activities
|
|
345,971
|
|
52,730
|
|
||
|
Effect of exchange rate changes on cash and cash equivalents
|
|
—
|
|
(1
|
)
|
||
|
Increase in cash and cash equivalents
|
|
18,018
|
|
7,060
|
|
||
|
Cash and cash equivalents -- beginning of year
|
|
53,948
|
|
34,599
|
|
||
|
Cash and cash equivalents -- end of period
|
|
$
|
71,966
|
|
$
|
41,659
|
|
|
|
June 30, 2019
|
|
June 30, 2018
|
|
December 31, 2018
|
|
|||
|
|
(In thousands)
|
||||||||
|
Aggregates held for resale
|
$
|
147,030
|
|
$
|
131,784
|
|
$
|
139,681
|
|
|
Asphalt oil
|
80,418
|
|
64,560
|
|
54,741
|
|
|||
|
Materials and supplies
|
28,746
|
|
24,688
|
|
23,611
|
|
|||
|
Merchandise for resale
|
27,167
|
|
17,502
|
|
22,552
|
|
|||
|
Natural gas in storage (current)
|
15,841
|
|
13,774
|
|
22,117
|
|
|||
|
Other
|
26,742
|
|
25,931
|
|
24,607
|
|
|||
|
Total
|
$
|
325,944
|
|
$
|
278,239
|
|
$
|
287,309
|
|
|
|
Three Months Ended
|
Six Months Ended
|
||||||||||
|
|
June 30,
|
June 30,
|
||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
||||
|
|
(In thousands, except per share amounts)
|
|||||||||||
|
Weighted average common shares outstanding - basic
|
198,270
|
|
195,524
|
|
197,341
|
|
195,415
|
|
||||
|
Effect of dilutive performance share awards and restricted stock units
|
17
|
|
645
|
|
15
|
|
662
|
|
||||
|
Weighted average common shares outstanding - diluted
|
198,287
|
|
196,169
|
|
197,356
|
|
196,077
|
|
||||
|
Shares excluded from the calculation of diluted earnings per share
|
—
|
|
—
|
|
93
|
|
—
|
|
||||
|
Dividends declared per common share
|
$
|
.2025
|
|
$
|
.1975
|
|
$
|
.4050
|
|
$
|
.3950
|
|
|
Six Months Ended June 30, 2019
|
Net Unrealized Gain (Loss) on Derivative
Instruments Qualifying as Hedges |
|
Postretirement
Liability Adjustment |
|
Net Unrealized
Gain (Loss) on Available-for-sale Investments |
|
Total
Accumulated Other Comprehensive Loss |
|
||||
|
|
(In thousands)
|
|||||||||||
|
At December 31, 2018
|
$
|
(2,161
|
)
|
$
|
(36,069
|
)
|
$
|
(112
|
)
|
$
|
(38,342
|
)
|
|
Other comprehensive income before reclassifications
|
—
|
|
—
|
|
39
|
|
39
|
|
||||
|
Amounts reclassified from accumulated other comprehensive loss
|
397
|
|
310
|
|
28
|
|
735
|
|
||||
|
Net current-period other comprehensive income
|
397
|
|
310
|
|
67
|
|
774
|
|
||||
|
At March 31, 2019
|
$
|
(1,764
|
)
|
$
|
(35,759
|
)
|
$
|
(45
|
)
|
$
|
(37,568
|
)
|
|
Other comprehensive income before reclassifications
|
—
|
|
—
|
|
79
|
|
79
|
|
||||
|
Amounts reclassified from accumulated other comprehensive loss
|
111
|
|
276
|
|
12
|
|
399
|
|
||||
|
Net current-period other comprehensive income
|
111
|
|
276
|
|
91
|
|
478
|
|
||||
|
At June 30, 2019
|
$
|
(1,653
|
)
|
$
|
(35,483
|
)
|
$
|
46
|
|
$
|
(37,090
|
)
|
|
Six Months Ended June 30, 2018
|
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)
|
||||||||||||||
|
At December 31, 2017
|
$
|
(1,934
|
)
|
$
|
(35,163
|
)
|
$
|
(155
|
)
|
$
|
(82
|
)
|
$
|
(37,334
|
)
|
|
Other comprehensive loss before reclassifications
|
—
|
|
—
|
|
(2
|
)
|
(105
|
)
|
(107
|
)
|
|||||
|
Amounts reclassified from accumulated other comprehensive loss
|
92
|
|
418
|
|
—
|
|
30
|
|
540
|
|
|||||
|
Net current-period other comprehensive income (loss)
|
92
|
|
418
|
|
(2
|
)
|
(75
|
)
|
433
|
|
|||||
|
Reclassification adjustment of prior period tax effects related to TCJA included in accumulated other comprehensive loss
|
(389
|
)
|
(7,520
|
)
|
(33
|
)
|
(17
|
)
|
(7,959
|
)
|
|||||
|
At March 31, 2018
|
$
|
(2,231
|
)
|
$
|
(42,265
|
)
|
$
|
(190
|
)
|
$
|
(174
|
)
|
$
|
(44,860
|
)
|
|
Other comprehensive loss before reclassifications
|
—
|
|
—
|
|
(59
|
)
|
(43
|
)
|
(102
|
)
|
|||||
|
Amounts reclassified from accumulated other comprehensive loss
|
95
|
|
449
|
|
249
|
|
34
|
|
827
|
|
|||||
|
Net current-period other comprehensive income (loss)
|
95
|
|
449
|
|
190
|
|
(9
|
)
|
725
|
|
|||||
|
At June 30, 2018
|
$
|
(2,136
|
)
|
$
|
(41,816
|
)
|
$
|
—
|
|
$
|
(183
|
)
|
$
|
(44,135
|
)
|
|
|
Three Months Ended
|
Six Months Ended
|
Location on Consolidated Statements of
Income
|
||||||||||
|
|
June 30,
|
June 30,
|
|||||||||||
|
|
2019
|
2018
|
2019
|
2018
|
|||||||||
|
|
(In thousands)
|
|
|||||||||||
|
Reclassification adjustment for loss on derivative instruments included in net income
|
$
|
(147
|
)
|
$
|
(148
|
)
|
$
|
(295
|
)
|
$
|
(296
|
)
|
Interest expense
|
|
|
36
|
|
53
|
|
(213
|
)
|
109
|
|
Income taxes
|
||||
|
|
(111
|
)
|
(95
|
)
|
(508
|
)
|
(187
|
)
|
|
||||
|
Amortization of postretirement liability losses included in net periodic benefit cost (credit)
|
(365
|
)
|
(594
|
)
|
(775
|
)
|
(1,167
|
)
|
Other income
|
||||
|
|
89
|
|
145
|
|
189
|
|
300
|
|
Income taxes
|
||||
|
|
(276
|
)
|
(449
|
)
|
(586
|
)
|
(867
|
)
|
|
||||
|
Reclassification adjustment for loss on foreign currency translation adjustment included in net income
|
—
|
|
(324
|
)
|
—
|
|
(324
|
)
|
Other income
|
||||
|
|
—
|
|
75
|
|
—
|
|
75
|
|
Income taxes
|
||||
|
|
—
|
|
(249
|
)
|
—
|
|
(249
|
)
|
|
||||
|
Reclassification adjustment on available-for-sale investments included in net income
|
(15
|
)
|
(44
|
)
|
(50
|
)
|
(81
|
)
|
Other income
|
||||
|
|
3
|
|
10
|
|
10
|
|
17
|
|
Income taxes
|
||||
|
|
(12
|
)
|
(34
|
)
|
(40
|
)
|
(64
|
)
|
|
||||
|
Total reclassifications
|
$
|
(399
|
)
|
$
|
(827
|
)
|
$
|
(1,134
|
)
|
$
|
(1,367
|
)
|
|
|
Three Months Ended June 30, 2019
|
Electric
|
|
Natural gas distribution
|
|
Pipeline and midstream
|
|
Construction materials and contracting
|
|
Construction services
|
|
Other
|
|
Total
|
|
|||||||
|
|
(In thousands)
|
||||||||||||||||||||
|
Residential utility sales
|
$
|
26,437
|
|
$
|
71,010
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
97,447
|
|
|
Commercial utility sales
|
33,231
|
|
41,250
|
|
—
|
|
—
|
|
—
|
|
—
|
|
74,481
|
|
|||||||
|
Industrial utility sales
|
9,344
|
|
5,577
|
|
—
|
|
—
|
|
—
|
|
—
|
|
14,921
|
|
|||||||
|
Other utility sales
|
1,879
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1,879
|
|
|||||||
|
Natural gas transportation
|
—
|
|
10,706
|
|
24,804
|
|
—
|
|
—
|
|
—
|
|
35,510
|
|
|||||||
|
Natural gas gathering
|
—
|
|
—
|
|
2,396
|
|
—
|
|
—
|
|
—
|
|
2,396
|
|
|||||||
|
Natural gas storage
|
—
|
|
—
|
|
2,623
|
|
—
|
|
—
|
|
—
|
|
2,623
|
|
|||||||
|
Contracting services
|
—
|
|
—
|
|
—
|
|
297,124
|
|
—
|
|
—
|
|
297,124
|
|
|||||||
|
Construction materials
|
—
|
|
—
|
|
—
|
|
444,768
|
|
—
|
|
—
|
|
444,768
|
|
|||||||
|
Intrasegment eliminations*
|
—
|
|
—
|
|
—
|
|
(145,925
|
)
|
—
|
|
—
|
|
(145,925
|
)
|
|||||||
|
Inside specialty contracting
|
—
|
|
—
|
|
—
|
|
—
|
|
319,276
|
|
—
|
|
319,276
|
|
|||||||
|
Outside specialty contracting
|
—
|
|
—
|
|
—
|
|
—
|
|
133,288
|
|
—
|
|
133,288
|
|
|||||||
|
Other
|
8,417
|
|
2,923
|
|
6,293
|
|
—
|
|
9
|
|
2,903
|
|
20,545
|
|
|||||||
|
Intersegment eliminations
|
—
|
|
—
|
|
(7,513
|
)
|
(168
|
)
|
(721
|
)
|
(2,879
|
)
|
(11,281
|
)
|
|||||||
|
Revenues from contracts with customers
|
79,308
|
|
131,466
|
|
28,603
|
|
595,799
|
|
451,852
|
|
24
|
|
1,287,052
|
|
|||||||
|
Revenues out of scope
|
1,703
|
|
2,401
|
|
77
|
|
—
|
|
12,340
|
|
—
|
|
16,521
|
|
|||||||
|
Total external operating revenues
|
$
|
81,011
|
|
$
|
133,867
|
|
$
|
28,680
|
|
$
|
595,799
|
|
$
|
464,192
|
|
$
|
24
|
|
$
|
1,303,573
|
|
|
*
|
Intrasegment revenues are presented within the construction materials and contracting segment to highlight the focus on vertical integration as this segment sells materials to both third parties and internal customers. Due to consolidation requirements, these revenues must be eliminated against construction materials to arrive at the external operating revenue total for the segment.
|
|
|
|
Three Months Ended June 30, 2018
|
Electric
|
|
Natural gas distribution
|
|
Pipeline and midstream
|
|
Construction materials and contracting
|
|
Construction services
|
|
Other
|
|
Total
|
|
|||||||
|
|
(In thousands)
|
||||||||||||||||||||
|
Residential utility sales
|
$
|
26,752
|
|
$
|
68,688
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
95,440
|
|
|
Commercial utility sales
|
32,676
|
|
40,820
|
|
—
|
|
—
|
|
—
|
|
—
|
|
73,496
|
|
|||||||
|
Industrial utility sales
|
8,226
|
|
5,227
|
|
—
|
|
—
|
|
—
|
|
—
|
|
13,453
|
|
|||||||
|
Other utility sales
|
1,874
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1,874
|
|
|||||||
|
Natural gas transportation
|
—
|
|
10,084
|
|
21,287
|
|
—
|
|
—
|
|
—
|
|
31,371
|
|
|||||||
|
Natural gas gathering
|
—
|
|
—
|
|
2,310
|
|
—
|
|
—
|
|
—
|
|
2,310
|
|
|||||||
|
Natural gas storage
|
—
|
|
—
|
|
2,634
|
|
—
|
|
—
|
|
—
|
|
2,634
|
|
|||||||
|
Contracting services
|
—
|
|
—
|
|
—
|
|
247,558
|
|
—
|
|
—
|
|
247,558
|
|
|||||||
|
Construction materials
|
—
|
|
—
|
|
—
|
|
387,632
|
|
—
|
|
—
|
|
387,632
|
|
|||||||
|
Intrasegment eliminations*
|
—
|
|
—
|
|
—
|
|
(125,567
|
)
|
—
|
|
—
|
|
(125,567
|
)
|
|||||||
|
Inside specialty contracting
|
—
|
|
—
|
|
—
|
|
—
|
|
216,371
|
|
—
|
|
216,371
|
|
|||||||
|
Outside specialty contracting
|
—
|
|
—
|
|
—
|
|
—
|
|
95,261
|
|
—
|
|
95,261
|
|
|||||||
|
Other
|
8,425
|
|
3,614
|
|
4,326
|
|
—
|
|
103
|
|
2,757
|
|
19,225
|
|
|||||||
|
Intersegment eliminations
|
—
|
|
—
|
|
(6,539
|
)
|
(235
|
)
|
(540
|
)
|
(2,667
|
)
|
(9,981
|
)
|
|||||||
|
Revenues from contracts with customers
|
77,953
|
|
128,433
|
|
24,018
|
|
509,388
|
|
311,195
|
|
90
|
|
1,051,077
|
|
|||||||
|
Revenues out of scope
|
546
|
|
1,107
|
|
42
|
|
—
|
|
11,825
|
|
—
|
|
13,520
|
|
|||||||
|
Total external operating revenues
|
$
|
78,499
|
|
$
|
129,540
|
|
$
|
24,060
|
|
$
|
509,388
|
|
$
|
323,020
|
|
$
|
90
|
|
$
|
1,064,597
|
|
|
*
|
Intrasegment revenues are presented within the construction materials and contracting segment to highlight the focus on vertical integration as this segment sells materials to both third parties and internal customers. Due to consolidation requirements, these revenues must be eliminated against construction materials to arrive at the external operating revenue total for the segment.
|
|
|
|
Six Months Ended June 30, 2019
|
Electric
|
|
Natural gas distribution
|
|
Pipeline and midstream
|
|
Construction materials and contracting
|
|
Construction services
|
|
Other
|
|
Total
|
|
|||||||
|
|
(In thousands)
|
||||||||||||||||||||
|
Residential utility sales
|
$
|
62,993
|
|
$
|
271,619
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
334,612
|
|
|
Commercial utility sales
|
68,902
|
|
163,043
|
|
—
|
|
—
|
|
—
|
|
—
|
|
231,945
|
|
|||||||
|
Industrial utility sales
|
18,228
|
|
14,188
|
|
—
|
|
—
|
|
—
|
|
—
|
|
32,416
|
|
|||||||
|
Other utility sales
|
3,678
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
3,678
|
|
|||||||
|
Natural gas transportation
|
—
|
|
22,276
|
|
49,862
|
|
—
|
|
—
|
|
—
|
|
72,138
|
|
|||||||
|
Natural gas gathering
|
—
|
|
—
|
|
4,517
|
|
—
|
|
—
|
|
—
|
|
4,517
|
|
|||||||
|
Natural gas storage
|
—
|
|
—
|
|
5,269
|
|
—
|
|
—
|
|
—
|
|
5,269
|
|
|||||||
|
Contracting services
|
—
|
|
—
|
|
—
|
|
380,164
|
|
—
|
|
—
|
|
380,164
|
|
|||||||
|
Construction materials
|
—
|
|
—
|
|
—
|
|
624,077
|
|
—
|
|
—
|
|
624,077
|
|
|||||||
|
Intrasegment eliminations*
|
—
|
|
—
|
|
—
|
|
(181,066
|
)
|
—
|
|
—
|
|
(181,066
|
)
|
|||||||
|
Inside specialty contracting
|
—
|
|
—
|
|
—
|
|
—
|
|
618,805
|
|
—
|
|
618,805
|
|
|||||||
|
Outside specialty contracting
|
—
|
|
—
|
|
—
|
|
—
|
|
240,686
|
|
—
|
|
240,686
|
|
|||||||
|
Other
|
17,538
|
|
6,836
|
|
8,989
|
|
—
|
|
26
|
|
10,747
|
|
44,136
|
|
|||||||
|
Intersegment eliminations
|
—
|
|
—
|
|
(31,468
|
)
|
(264
|
)
|
(849
|
)
|
(10,704
|
)
|
(43,285
|
)
|
|||||||
|
Revenues from contracts with customers
|
171,339
|
|
477,962
|
|
37,169
|
|
822,911
|
|
858,668
|
|
43
|
|
2,368,092
|
|
|||||||
|
Revenues out of scope
|
2,239
|
|
(1,948
|
)
|
124
|
|
—
|
|
26,257
|
|
—
|
|
26,672
|
|
|||||||
|
Total external operating revenues
|
$
|
173,578
|
|
$
|
476,014
|
|
$
|
37,293
|
|
$
|
822,911
|
|
$
|
884,925
|
|
$
|
43
|
|
$
|
2,394,764
|
|
|
*
|
Intrasegment revenues are presented within the construction materials and contracting segment to highlight the focus on vertical integration as this segment sells materials to both third parties and internal customers. Due to consolidation requirements, these revenues must be eliminated against construction materials to arrive at the external operating revenue total for the segment.
|
|
|
|
Six Months Ended June 30, 2018
|
Electric
|
|
Natural gas distribution
|
|
Pipeline and midstream
|
|
Construction materials and contracting
|
|
Construction services
|
|
Other
|
|
Total
|
|
|||||||
|
|
(In thousands)
|
||||||||||||||||||||
|
Residential utility sales
|
$
|
61,935
|
|
$
|
261,574
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
323,509
|
|
|
Commercial utility sales
|
67,377
|
|
157,711
|
|
—
|
|
—
|
|
—
|
|
—
|
|
225,088
|
|
|||||||
|
Industrial utility sales
|
16,996
|
|
13,036
|
|
—
|
|
—
|
|
—
|
|
—
|
|
30,032
|
|
|||||||
|
Other utility sales
|
3,710
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
3,710
|
|
|||||||
|
Natural gas transportation
|
—
|
|
21,263
|
|
43,105
|
|
—
|
|
—
|
|
—
|
|
64,368
|
|
|||||||
|
Natural gas gathering
|
—
|
|
—
|
|
4,580
|
|
—
|
|
—
|
|
—
|
|
4,580
|
|
|||||||
|
Natural gas storage
|
—
|
|
—
|
|
5,768
|
|
—
|
|
—
|
|
—
|
|
5,768
|
|
|||||||
|
Contracting services
|
—
|
|
—
|
|
—
|
|
321,622
|
|
—
|
|
—
|
|
321,622
|
|
|||||||
|
Construction materials
|
—
|
|
—
|
|
—
|
|
561,223
|
|
—
|
|
—
|
|
561,223
|
|
|||||||
|
Intrasegment eliminations*
|
—
|
|
—
|
|
—
|
|
(159,837
|
)
|
—
|
|
—
|
|
(159,837
|
)
|
|||||||
|
Inside specialty contracting
|
—
|
|
—
|
|
—
|
|
—
|
|
450,192
|
|
—
|
|
450,192
|
|
|||||||
|
Outside specialty contracting
|
—
|
|
—
|
|
—
|
|
—
|
|
182,442
|
|
—
|
|
182,442
|
|
|||||||
|
Other
|
16,678
|
|
7,613
|
|
7,652
|
|
—
|
|
17
|
|
5,452
|
|
37,412
|
|
|||||||
|
Intersegment eliminations
|
—
|
|
—
|
|
(28,298
|
)
|
(336
|
)
|
(550
|
)
|
(5,306
|
)
|
(34,490
|
)
|
|||||||
|
Revenues from contracts with customers
|
166,696
|
|
461,197
|
|
32,807
|
|
722,672
|
|
632,101
|
|
146
|
|
2,015,619
|
|
|||||||
|
Revenues out of scope
|
(792
|
)
|
1,007
|
|
86
|
|
—
|
|
24,970
|
|
—
|
|
25,271
|
|
|||||||
|
Total external operating revenues
|
$
|
165,904
|
|
$
|
462,204
|
|
$
|
32,893
|
|
$
|
722,672
|
|
$
|
657,071
|
|
$
|
146
|
|
$
|
2,040,890
|
|
|
*
|
Intrasegment revenues are presented within the construction materials and contracting segment to highlight the focus on vertical integration as this segment sells materials to both third parties and internal customers. Due to consolidation requirements, these revenues must be eliminated against construction materials to arrive at the external operating revenue total for the segment.
|
|
|
|
|
June 30, 2019
|
|
December 31, 2018
|
|
Change
|
|
Location on Consolidated Balance Sheets
|
|||
|
|
(In thousands)
|
|
||||||||
|
Contract assets
|
$
|
153,641
|
|
$
|
104,239
|
|
$
|
49,402
|
|
Receivables, net
|
|
Contract liabilities - current
|
(90,031
|
)
|
(93,901
|
)
|
3,870
|
|
Accounts payable
|
|||
|
Contract liabilities - noncurrent
|
(25
|
)
|
(135
|
)
|
110
|
|
Deferred credits and other liabilities - other
|
|||
|
Net contract assets
|
$
|
63,585
|
|
$
|
10,203
|
|
$
|
53,382
|
|
|
|
|
June 30, 2019
|
|
June 30, 2018
|
|
December 31, 2018
|
|
|||
|
|
(In thousands)
|
||||||||
|
Assets
|
|
|
|
||||||
|
Current assets:
|
|
|
|
||||||
|
Receivables, net
|
$
|
428
|
|
$
|
572
|
|
$
|
430
|
|
|
Income taxes receivable (a)
|
—
|
|
1,689
|
|
—
|
|
|||
|
Total current assets held for sale
|
428
|
|
2,261
|
|
430
|
|
|||
|
Noncurrent assets:
|
|
|
|
||||||
|
Net property, plant and equipment
|
—
|
|
1,236
|
|
—
|
|
|||
|
Deferred income taxes
|
1,926
|
|
2,637
|
|
1,926
|
|
|||
|
Other
|
161
|
|
162
|
|
161
|
|
|||
|
Total noncurrent assets held for sale
|
2,087
|
|
4,035
|
|
2,087
|
|
|||
|
Total assets held for sale
|
$
|
2,515
|
|
$
|
6,296
|
|
$
|
2,517
|
|
|
Liabilities
|
|
|
|
||||||
|
Current liabilities:
|
|
|
|
||||||
|
Accounts payable
|
$
|
82
|
|
$
|
—
|
|
$
|
80
|
|
|
Taxes payable
|
3,114
|
|
10,656
|
|
1,451
|
|
|||
|
Other accrued liabilities
|
3,021
|
|
2,746
|
|
2,470
|
|
|||
|
Total current liabilities held for sale
|
6,217
|
|
13,402
|
|
4,001
|
|
|||
|
Noncurrent liabilities:
|
|
|
|
||||||
|
Deferred income taxes (b)
|
—
|
|
37
|
|
—
|
|
|||
|
Total noncurrent liabilities held for sale
|
—
|
|
37
|
|
—
|
|
|||
|
Total liabilities held for sale
|
$
|
6,217
|
|
$
|
13,439
|
|
$
|
4,001
|
|
|
(a)
|
On the Company's Consolidated Balance Sheets, these amounts were reclassified to taxes payable and are reflected in current liabilities held for sale.
|
|
(b)
|
On the Company's Consolidated Balance Sheets, these amounts were reclassified to deferred charges and other assets - deferred income taxes and are reflected in noncurrent assets held for sale.
|
|
|
|||
|
|
Three Months Ended
|
|
Six Months Ended
|
|
||||||||||
|
|
June 30,
|
|
June 30,
|
|
||||||||||
|
|
2019
|
|
2018
|
|
|
2019
|
|
2018
|
|
|
||||
|
|
(In thousands)
|
|
||||||||||||
|
Operating revenues
|
$
|
37
|
|
$
|
75
|
|
|
$
|
67
|
|
$
|
140
|
|
|
|
Operating expenses
|
1,778
|
|
435
|
|
|
2,023
|
|
609
|
|
|
||||
|
Operating loss
|
(1,741
|
)
|
(360
|
)
|
|
(1,956
|
)
|
(469
|
)
|
|
||||
|
Other income
|
—
|
|
—
|
|
|
—
|
|
12
|
|
|
||||
|
Interest expense
|
—
|
|
—
|
|
|
—
|
|
575
|
|
|
||||
|
Loss from discontinued operations before income taxes
|
(1,741
|
)
|
(360
|
)
|
|
(1,956
|
)
|
(1,032
|
)
|
|
||||
|
Income taxes
|
(421
|
)
|
(87
|
)
|
|
(473
|
)
|
(1,235
|
)
|
|
||||
|
Income (loss) from discontinued operations
|
$
|
(1,320
|
)
|
$
|
(273
|
)
|
|
$
|
(1,483
|
)
|
$
|
203
|
|
|
|
|
Three Months Ended
|
Six Months Ended
|
||||
|
|
June 30,
|
June 30,
|
||||
|
|
2019
|
2019
|
||||
|
|
(In thousands)
|
|||||
|
Lease costs:
|
|
|
||||
|
Operating lease cost
|
$
|
10,387
|
|
$
|
21,908
|
|
|
Variable lease cost
|
400
|
|
799
|
|
||
|
Short-term lease cost
|
40,474
|
|
57,712
|
|
||
|
Total lease costs
|
$
|
51,261
|
|
$
|
80,419
|
|
|
|
June 30, 2019
|
|
|
|
|
(Dollars in thousands)
|
||
|
Weighted average remaining lease term
|
3.02 years
|
|
|
|
Weighted average discount rate
|
4.46
|
%
|
|
|
Cash paid for amounts included in the measurement of lease liabilities
|
$
|
21,798
|
|
|
|
June 30, 2019
|
|
|
|
|
(In thousands)
|
||
|
Remainder of 2019
|
$
|
19,276
|
|
|
2020
|
30,065
|
|
|
|
2021
|
22,850
|
|
|
|
2022
|
14,816
|
|
|
|
2023
|
8,941
|
|
|
|
Thereafter
|
51,335
|
|
|
|
Total
|
147,283
|
|
|
|
Less discount
|
28,496
|
|
|
|
Total operating lease liabilities
|
$
|
118,787
|
|
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
||||||
|
|
(In thousands)
|
|||||||||||||||||
|
Operating leases
|
$
|
37,740
|
|
$
|
26,255
|
|
$
|
17,868
|
|
$
|
11,647
|
|
$
|
7,278
|
|
$
|
49,098
|
|
|
Six Months Ended June 30, 2019
|
Balance at January 1, 2019
|
|
Goodwill Acquired
During
the Year
|
|
Balance at June 30, 2019
|
|
|||
|
|
(In thousands)
|
||||||||
|
Natural gas distribution
|
$
|
345,736
|
|
$
|
—
|
|
$
|
345,736
|
|
|
Construction materials and contracting
|
209,421
|
|
14,473
|
|
223,894
|
|
|||
|
Construction services
|
109,765
|
|
—
|
|
109,765
|
|
|||
|
Total
|
$
|
664,922
|
|
$
|
14,473
|
|
$
|
679,395
|
|
|
Six Months Ended June 30, 2018
|
Balance at January 1, 2018
|
|
Goodwill Acquired
During
the Year
|
|
Balance at June 30, 2018
|
|
|||
|
|
(In thousands)
|
||||||||
|
Natural gas distribution
|
$
|
345,736
|
|
$
|
—
|
|
$
|
345,736
|
|
|
Construction materials and contracting
|
176,290
|
|
10,583
|
|
186,873
|
|
|||
|
Construction services
|
109,765
|
|
—
|
|
109,765
|
|
|||
|
Total
|
$
|
631,791
|
|
$
|
10,583
|
|
$
|
642,374
|
|
|
Year Ended December 31, 2018
|
Balance at January 1, 2018
|
|
Goodwill Acquired
During
the Year
|
|
Balance at December 31, 2018
|
|
|||
|
|
(In thousands)
|
||||||||
|
Natural gas distribution
|
$
|
345,736
|
|
$
|
—
|
|
$
|
345,736
|
|
|
Construction materials and contracting
|
176,290
|
|
33,131
|
|
209,421
|
|
|||
|
Construction services
|
109,765
|
|
—
|
|
109,765
|
|
|||
|
Total
|
$
|
631,791
|
|
$
|
33,131
|
|
$
|
664,922
|
|
|
|
June 30, 2019
|
|
June 30, 2018
|
|
December 31, 2018
|
|
|||
|
|
(In thousands)
|
||||||||
|
Customer relationships
|
$
|
14,601
|
|
$
|
15,587
|
|
$
|
22,720
|
|
|
Less accumulated amortization
|
5,629
|
|
13,191
|
|
13,535
|
|
|||
|
|
8,972
|
|
2,396
|
|
9,185
|
|
|||
|
Noncompete agreements
|
3,179
|
|
2,546
|
|
2,605
|
|
|||
|
Less accumulated amortization
|
1,798
|
|
1,877
|
|
1,956
|
|
|||
|
|
1,381
|
|
669
|
|
649
|
|
|||
|
Other
|
6,578
|
|
6,458
|
|
6,458
|
|
|||
|
Less accumulated amortization
|
5,608
|
|
5,333
|
|
5,477
|
|
|||
|
|
970
|
|
1,125
|
|
981
|
|
|||
|
Total
|
$
|
11,323
|
|
$
|
4,190
|
|
$
|
10,815
|
|
|
|
Remainder of 2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
||||||
|
|
(In thousands)
|
|||||||||||||||||
|
Amortization expense
|
$
|
938
|
|
$
|
1,644
|
|
$
|
1,254
|
|
$
|
1,231
|
|
$
|
1,249
|
|
$
|
5,007
|
|
|
|
Estimated Recovery
Period
|
*
|
June 30, 2019
|
|
December 31, 2018
|
|
||
|
|
|
|
(In thousands)
|
|||||
|
Regulatory assets:
|
|
|
|
|
||||
|
Pension and postretirement benefits (a)
|
(e)
|
|
$
|
165,861
|
|
$
|
165,898
|
|
|
Natural gas costs recoverable through rate adjustments (a) (b)
|
Up to 3 years
|
|
94,543
|
|
42,652
|
|
||
|
Asset retirement obligations (a)
|
Over plant lives
|
|
64,215
|
|
60,097
|
|
||
|
Cost recovery mechanisms (a) (b)
|
Up to 4 years
|
|
18,488
|
|
17,948
|
|
||
|
Manufactured gas plant site remediation (a)
|
-
|
|
15,619
|
|
17,068
|
|
||
|
Taxes recoverable from customers (a)
|
Over plant lives
|
|
11,755
|
|
11,946
|
|
||
|
Plants to be retired (a)
|
-
|
|
16,933
|
|
—
|
|
||
|
Conservation programs (b)
|
Up to 1 year
|
|
7,627
|
|
7,494
|
|
||
|
Long-term debt refinancing costs (a)
|
Up to 19 years
|
|
4,592
|
|
4,898
|
|
||
|
Costs related to identifying generation development (a)
|
Up to 8 years
|
|
2,280
|
|
2,508
|
|
||
|
Other (a) (b)
|
Up to 20 years
|
|
5,761
|
|
9,608
|
|
||
|
Total regulatory assets
|
|
|
$
|
407,674
|
|
$
|
340,117
|
|
|
Regulatory liabilities:
|
|
|
|
|
||||
|
Taxes refundable to customers (c) (d)
|
|
|
$
|
264,025
|
|
$
|
277,833
|
|
|
Plant removal and decommissioning costs (c) (d)
|
|
|
175,003
|
|
173,143
|
|
||
|
Natural gas costs refundable through rate adjustments (d)
|
|
|
25,737
|
|
29,995
|
|
||
|
Pension and postretirement benefits (c)
|
|
|
12,967
|
|
15,264
|
|
||
|
Other (c) (d)
|
|
|
27,955
|
|
25,197
|
|
||
|
Total regulatory liabilities
|
|
|
$
|
505,687
|
|
$
|
521,432
|
|
|
Net regulatory position
|
|
|
$
|
(98,013
|
)
|
$
|
(181,315
|
)
|
|
*
|
Estimated recovery period for regulatory assets currently being recovered in rates charged to customers.
|
|
(a)
|
Included in deferred charges and other assets - other on the Consolidated Balance Sheets.
|
|
(b)
|
Included in prepayments and other current assets on the Consolidated Balance Sheets.
|
|
(c)
|
Included in deferred credits and other liabilities - other on the Consolidated Balance Sheets.
|
|
(d)
|
Included in other accrued liabilities on the Consolidated Balance Sheets.
|
|
(e)
|
Recovered as expense is incurred or cash contributions are made.
|
|
|
|
June 30, 2019
|
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Value
|
|
||||
|
|
(In thousands)
|
|||||||||||
|
Mortgage-backed securities
|
$
|
10,771
|
|
$
|
94
|
|
$
|
35
|
|
$
|
10,830
|
|
|
U.S. Treasury securities
|
180
|
|
—
|
|
—
|
|
180
|
|
||||
|
Total
|
$
|
10,951
|
|
$
|
94
|
|
$
|
35
|
|
$
|
11,010
|
|
|
June 30, 2018
|
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Value
|
|
||||
|
|
(In thousands)
|
|||||||||||
|
Mortgage-backed securities
|
$
|
10,015
|
|
$
|
6
|
|
$
|
236
|
|
$
|
9,785
|
|
|
U.S. Treasury securities
|
242
|
|
—
|
|
2
|
|
240
|
|
||||
|
Total
|
$
|
10,257
|
|
$
|
6
|
|
$
|
238
|
|
$
|
10,025
|
|
|
December 31, 2018
|
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Value
|
|
||||
|
|
(In thousands)
|
|||||||||||
|
Mortgage-backed securities
|
$
|
10,473
|
|
$
|
21
|
|
$
|
162
|
|
$
|
10,332
|
|
|
U.S. Treasury securities
|
179
|
|
—
|
|
—
|
|
179
|
|
||||
|
Total
|
$
|
10,652
|
|
$
|
21
|
|
$
|
162
|
|
$
|
10,511
|
|
|
|
Fair Value Measurements at June 30, 2019, Using
|
|
||||||||||
|
|
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Balance at June 30, 2019
|
|
||||
|
|
(In thousands)
|
|||||||||||
|
Assets:
|
|
|
|
|
||||||||
|
Money market funds
|
$
|
—
|
|
$
|
10,816
|
|
$
|
—
|
|
$
|
10,816
|
|
|
Insurance contract*
|
—
|
|
83,134
|
|
—
|
|
83,134
|
|
||||
|
Available-for-sale securities:
|
|
|
|
|
||||||||
|
Mortgage-backed securities
|
—
|
|
10,830
|
|
—
|
|
10,830
|
|
||||
|
U.S. Treasury securities
|
—
|
|
180
|
|
—
|
|
180
|
|
||||
|
Total assets measured at fair value
|
$
|
—
|
|
$
|
104,960
|
|
$
|
—
|
|
$
|
104,960
|
|
|
*
|
The insurance contract invests approximately 51 percent in fixed-income investments, 22 percent in common stock of large-cap companies, 12 percent in common stock of mid-cap companies, 10 percent in common stock of small-cap companies, 4 percent in target date investments and 1 percent in cash equivalents.
|
|
|
|
|
Fair Value Measurements at June 30, 2018, Using
|
|
||||||||||
|
|
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Balance at June 30, 2018
|
|
||||
|
|
(In thousands)
|
|||||||||||
|
Assets:
|
|
|
|
|
||||||||
|
Money market funds
|
$
|
—
|
|
$
|
9,904
|
|
$
|
—
|
|
$
|
9,904
|
|
|
Insurance contract*
|
—
|
|
78,312
|
|
—
|
|
78,312
|
|
||||
|
Available-for-sale securities:
|
|
|
|
|
||||||||
|
Mortgage-backed securities
|
—
|
|
9,785
|
|
—
|
|
9,785
|
|
||||
|
U.S. Treasury securities
|
—
|
|
240
|
|
—
|
|
240
|
|
||||
|
Total assets measured at fair value
|
$
|
—
|
|
$
|
98,241
|
|
$
|
—
|
|
$
|
98,241
|
|
|
*
|
The insurance contract invests approximately 48 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, 3 percent in target date investments and 2 percent in cash equivalents.
|
|
|
|
|
Fair Value Measurements at December 31, 2018, 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, 2018
|
|
||||
|
|
(In thousands)
|
|||||||||||
|
Assets:
|
|
|
|
|
||||||||
|
Money market funds
|
$
|
—
|
|
$
|
10,799
|
|
$
|
—
|
|
$
|
10,799
|
|
|
Insurance contract*
|
—
|
|
73,838
|
|
—
|
|
73,838
|
|
||||
|
Available-for-sale securities:
|
|
|
|
|
||||||||
|
Mortgage-backed securities
|
—
|
|
10,332
|
|
—
|
|
10,332
|
|
||||
|
U.S. Treasury securities
|
—
|
|
179
|
|
—
|
|
179
|
|
||||
|
Total assets measured at fair value
|
$
|
—
|
|
$
|
95,148
|
|
$
|
—
|
|
$
|
95,148
|
|
|
*
|
The insurance contract invests approximately 53 percent in fixed-income investments, 21 percent in common stock of large-cap companies, 11 percent in common stock of mid-cap companies, 10 percent in common stock of small-cap companies, 3 percent in target date investments and 2 percent in cash equivalents.
|
|
|
|
|
Carrying
Amount
|
|
Fair
Value
|
|
||
|
|
(In thousands)
|
|||||
|
Long-term debt at June 30, 2019
|
$
|
2,379,806
|
|
$
|
2,521,325
|
|
|
Long-term debt at June 30, 2018
|
$
|
1,852,910
|
|
$
|
1,949,564
|
|
|
Long-term debt at December 31, 2018
|
$
|
2,108,695
|
|
$
|
2,183,819
|
|
|
•
|
On March 22, 2019, Cascade entered into a $40.0 million term loan agreement with a variable interest rate and a maturity date of December 31, 2019.
|
|
•
|
On April 12, 2019, Centennial entered into a $50.0 million term loan agreement with a variable interest rate and a maturity date of April 11, 2020.
|
|
•
|
On April 4, 2019, Centennial issued $150.0 million of senior notes with maturity dates ranging from April 4, 2029 to April 4, 2034, at a weighted average interest rate of 4.60 percent.
|
|
•
|
On June 7, 2019, Cascade amended its revolving credit agreement to increase the borrowing limit from $75.0 million to $100.0 million and extend the termination date from April 24, 2020 to June 7, 2024.
|
|
•
|
On June 7, 2019, Intermountain amended its revolving credit agreement to extend the termination date from April 24, 2020 to June 7, 2024.
|
|
•
|
On June 13, 2019, Cascade issued $75.0 million of senior notes with maturity dates ranging from June 13, 2029 to June 13, 2049, at a weighted average interest rate of 3.93 percent.
|
|
•
|
On June 13, 2019, Intermountain issued $50.0 million of senior notes with maturity dates ranging from June 13, 2029 to June 13, 2049, at a weighted average interest rate of 3.92 percent.
|
|
|
Weighted Average Interest Rate at June 30, 2019
|
|
June 30, 2019
|
|
December 31, 2018
|
|
||
|
|
|
(In thousands)
|
||||||
|
Senior notes due on dates ranging from July 1, 2019 to January 15, 2055
|
4.52
|
%
|
$
|
1,656,000
|
|
$
|
1,381,000
|
|
|
Commercial paper supported by revolving credit agreements
|
2.77
|
%
|
433,350
|
|
338,100
|
|
||
|
Term loan agreements due on dates ranging from October 17, 2019 to September 3, 2032
|
2.75
|
%
|
209,800
|
|
209,800
|
|
||
|
Credit agreements due on June 7, 2024
|
5.50
|
%
|
11,075
|
|
110,100
|
|
||
|
Medium-term notes due on dates ranging from September 1, 2020 to March 16, 2029
|
6.68
|
%
|
50,000
|
|
50,000
|
|
||
|
Other notes due on dates ranging from January 2, 2022 to November 30, 2038
|
5.01
|
%
|
26,105
|
|
25,229
|
|
||
|
Less unamortized debt issuance costs
|
|
6,164
|
|
5,207
|
|
|||
|
Less discount
|
|
360
|
|
327
|
|
|||
|
Total long-term debt
|
|
2,379,806
|
|
2,108,695
|
|
|||
|
Less current maturities
|
|
51,822
|
|
251,854
|
|
|||
|
Net long-term debt
|
|
$
|
2,327,984
|
|
$
|
1,856,841
|
|
|
|
|
Remainder of 2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
||||||
|
|
(In thousands)
|
|||||||||||||||||
|
Long-term debt maturities
|
$
|
51,761
|
|
$
|
15,926
|
|
$
|
386,430
|
|
$
|
147,434
|
|
$
|
125,188
|
|
$
|
1,659,591
|
|
|
|
Six Months Ended
|
|||||
|
|
June 30,
|
|||||
|
|
2019
|
|
2018
|
|
||
|
|
(In thousands)
|
|||||
|
Interest, net*
|
$
|
45,702
|
|
$
|
39,467
|
|
|
Income taxes paid, net**
|
$
|
4,124
|
|
$
|
4,034
|
|
|
*
|
AFUDC - borrowed was $1.2 million and $1.0 million for the six months ended June 30, 2019 and 2018, respectively.
|
|
**
|
Income taxes paid, net of discontinued operations, were $2.0 million and $3.1 million for the six months ended June 30, 2019 and 2018, respectively.
|
|
|
|
|
June 30, 2019
|
|
June 30, 2018
|
|
December 31, 2018
|
|
|||
|
|
(In thousands)
|
||||||||
|
Right-of-use assets obtained in exchange for new operating lease liabilities
|
$
|
24,990
|
|
$
|
—
|
|
$
|
—
|
|
|
Property, plant and equipment additions in accounts payable
|
$
|
27,312
|
|
$
|
30,985
|
|
$
|
42,355
|
|
|
Debt assumed in connection with a business combination
|
$
|
1,163
|
|
$
|
—
|
|
$
|
—
|
|
|
Issuance of common stock in connection with a business combination
|
$
|
—
|
|
$
|
17,993
|
|
$
|
18,186
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|
||||||||||
|
|
June 30,
|
|
June 30,
|
|
||||||||||
|
|
2019
|
|
2018
|
|
|
2019
|
|
2018
|
|
|
||||
|
|
(In thousands)
|
|
||||||||||||
|
External operating revenues:
|
|
|
|
|
|
|
||||||||
|
Regulated operations:
|
|
|
|
|
|
|
||||||||
|
Electric
|
$
|
81,011
|
|
$
|
78,499
|
|
|
$
|
173,578
|
|
$
|
165,904
|
|
|
|
Natural gas distribution
|
133,867
|
|
129,540
|
|
|
476,014
|
|
462,204
|
|
|
||||
|
Pipeline and midstream
|
21,369
|
|
18,645
|
|
|
26,272
|
|
23,035
|
|
|
||||
|
|
236,247
|
|
226,684
|
|
|
675,864
|
|
651,143
|
|
|
||||
|
Nonregulated operations:
|
|
|
|
|
|
|
||||||||
|
Pipeline and midstream
|
7,311
|
|
5,415
|
|
|
11,021
|
|
9,858
|
|
|
||||
|
Construction materials and contracting
|
595,799
|
|
509,388
|
|
|
822,911
|
|
722,672
|
|
|
||||
|
Construction services
|
464,192
|
|
323,020
|
|
|
884,925
|
|
657,071
|
|
|
||||
|
Other
|
24
|
|
90
|
|
|
43
|
|
146
|
|
|
||||
|
|
1,067,326
|
|
837,913
|
|
|
1,718,900
|
|
1,389,747
|
|
|
||||
|
Total external operating revenues
|
$
|
1,303,573
|
|
$
|
1,064,597
|
|
|
$
|
2,394,764
|
|
$
|
2,040,890
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Three Months Ended
|
|
Six Months Ended
|
|
||||||||||
|
|
June 30,
|
|
June 30,
|
|
||||||||||
|
|
2019
|
|
2018
|
|
|
2019
|
|
2018
|
|
|
||||
|
|
(In thousands)
|
|
||||||||||||
|
Intersegment operating revenues:
|
|
|
|
|
|
|
|
|
|
|
||||
|
Regulated operations:
|
|
|
|
|
|
|
||||||||
|
Electric
|
$
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
|
|
Natural gas distribution
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
||||
|
Pipeline and midstream
|
7,426
|
|
6,446
|
|
|
31,349
|
|
28,182
|
|
|
||||
|
|
7,426
|
|
6,446
|
|
|
31,349
|
|
28,182
|
|
|
||||
|
Nonregulated operations:
|
|
|
|
|
|
|
||||||||
|
Pipeline and midstream
|
87
|
|
93
|
|
|
119
|
|
116
|
|
|
||||
|
Construction materials and contracting
|
168
|
|
235
|
|
|
264
|
|
336
|
|
|
||||
|
Construction services
|
721
|
|
540
|
|
|
849
|
|
550
|
|
|
||||
|
Other
|
2,879
|
|
2,667
|
|
|
10,704
|
|
5,306
|
|
|
||||
|
|
3,855
|
|
3,535
|
|
|
11,936
|
|
6,308
|
|
|
||||
|
Intersegment eliminations
|
(11,281
|
)
|
(9,981
|
)
|
|
(43,285
|
)
|
(34,490
|
)
|
|
||||
|
Total intersegment operating revenues
|
$
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Operating income (loss):
|
|
|
|
|
|
|
||||||||
|
Electric
|
$
|
9,791
|
|
$
|
13,027
|
|
|
$
|
27,779
|
|
$
|
31,182
|
|
|
|
Natural gas distribution
|
(2,621
|
)
|
(4,371
|
)
|
|
47,696
|
|
44,169
|
|
|
||||
|
Pipeline and midstream
|
10,698
|
|
8,482
|
|
|
20,602
|
|
16,650
|
|
|
||||
|
Construction materials and contracting
|
46,178
|
|
37,301
|
|
|
4,597
|
|
10,992
|
|
|
||||
|
Construction services
|
31,966
|
|
19,356
|
|
|
59,431
|
|
39,990
|
|
|
||||
|
Other
|
1,299
|
|
197
|
|
|
1,425
|
|
385
|
|
|
||||
|
Total operating income
|
$
|
97,311
|
|
$
|
73,992
|
|
|
$
|
161,530
|
|
$
|
143,368
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Net income (loss):
|
|
|
|
|
|
|
||||||||
|
Regulated operations:
|
|
|
|
|
|
|
||||||||
|
Electric
|
$
|
7,471
|
|
$
|
9,133
|
|
|
$
|
22,976
|
|
$
|
22,216
|
|
|
|
Natural gas distribution
|
(6,252
|
)
|
(6,852
|
)
|
|
30,248
|
|
25,771
|
|
|
||||
|
Pipeline and midstream
|
6,378
|
|
5,240
|
|
|
13,382
|
|
10,699
|
|
|
||||
|
|
7,597
|
|
7,521
|
|
|
66,606
|
|
58,686
|
|
|
||||
|
Nonregulated operations:
|
|
|
|
|
|
|
||||||||
|
Pipeline and midstream
|
742
|
|
467
|
|
|
579
|
|
288
|
|
|
||||
|
Construction materials and contracting
|
29,166
|
|
24,336
|
|
|
(5,283
|
)
|
815
|
|
|
||||
|
Construction services
|
22,845
|
|
14,088
|
|
|
42,869
|
|
29,179
|
|
|
||||
|
Other
|
2,795
|
|
(2,337
|
)
|
|
(537
|
)
|
(2,932
|
)
|
|
||||
|
|
55,548
|
|
36,554
|
|
|
37,628
|
|
27,350
|
|
|
||||
|
Income from continuing operations
|
63,145
|
|
44,075
|
|
|
104,234
|
|
86,036
|
|
|
||||
|
Income (loss) from discontinued operations, net of tax
|
(1,320
|
)
|
(273
|
)
|
|
(1,483
|
)
|
203
|
|
|
||||
|
Net income
|
$
|
61,825
|
|
$
|
43,802
|
|
|
$
|
102,751
|
|
$
|
86,239
|
|
|
|
|
Pension Benefits
|
Other
Postretirement Benefits
|
||||||||||
|
Three Months Ended June 30,
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
||||
|
|
(In thousands)
|
|||||||||||
|
Components of net periodic benefit cost (credit):
|
|
|
|
|
||||||||
|
Service cost
|
$
|
—
|
|
$
|
—
|
|
$
|
227
|
|
$
|
340
|
|
|
Interest cost
|
3,840
|
|
3,488
|
|
713
|
|
672
|
|
||||
|
Expected return on assets
|
(3,998
|
)
|
(5,379
|
)
|
(1,182
|
)
|
(1,266
|
)
|
||||
|
Amortization of prior service credit
|
—
|
|
—
|
|
(228
|
)
|
(348
|
)
|
||||
|
Amortization of net actuarial (gain) loss
|
1,418
|
|
1,721
|
|
(42
|
)
|
82
|
|
||||
|
Net periodic benefit cost (credit), including amount capitalized
|
1,260
|
|
(170
|
)
|
(512
|
)
|
(520
|
)
|
||||
|
Less amount capitalized
|
—
|
|
—
|
|
27
|
|
43
|
|
||||
|
Net periodic benefit cost (credit)
|
$
|
1,260
|
|
$
|
(170
|
)
|
$
|
(539
|
)
|
$
|
(563
|
)
|
|
|
Pension Benefits
|
Other
Postretirement Benefits
|
||||||||||
|
Six Months Ended June 30,
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
||||
|
|
(In thousands)
|
|||||||||||
|
Components of net periodic benefit cost (credit):
|
|
|
|
|
||||||||
|
Service cost
|
$
|
—
|
|
$
|
—
|
|
$
|
571
|
|
$
|
747
|
|
|
Interest cost
|
7,613
|
|
7,295
|
|
1,493
|
|
1,450
|
|
||||
|
Expected return on assets
|
(9,118
|
)
|
(10,377
|
)
|
(2,402
|
)
|
(2,433
|
)
|
||||
|
Amortization of prior service credit
|
—
|
|
—
|
|
(577
|
)
|
(697
|
)
|
||||
|
Amortization of net actuarial loss
|
2,773
|
|
3,503
|
|
55
|
|
320
|
|
||||
|
Net periodic benefit cost (credit), including amount capitalized
|
1,268
|
|
421
|
|
(860
|
)
|
(613
|
)
|
||||
|
Less amount capitalized
|
—
|
|
—
|
|
58
|
|
83
|
|
||||
|
Net periodic benefit cost (credit)
|
$
|
1,268
|
|
$
|
421
|
|
$
|
(918
|
)
|
$
|
(696
|
)
|
|
|
Three Months Ended
|
Six Months Ended
|
||||||||||
|
|
June 30,
|
June 30,
|
||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
||||
|
|
(In millions, except per share amounts)
|
|||||||||||
|
Electric
|
$
|
7.5
|
|
$
|
9.1
|
|
$
|
23.0
|
|
$
|
22.2
|
|
|
Natural gas distribution
|
(6.3
|
)
|
(6.8
|
)
|
30.3
|
|
25.8
|
|
||||
|
Pipeline and midstream
|
7.1
|
|
5.7
|
|
14.0
|
|
11.0
|
|
||||
|
Construction materials and contracting
|
29.2
|
|
24.3
|
|
(5.3
|
)
|
.8
|
|
||||
|
Construction services
|
22.8
|
|
14.1
|
|
42.9
|
|
29.2
|
|
||||
|
Other
|
2.8
|
|
(2.3
|
)
|
(.7
|
)
|
(3.0
|
)
|
||||
|
Income from continuing operations
|
63.1
|
|
44.1
|
|
104.2
|
|
86.0
|
|
||||
|
Income (loss) from discontinued operations, net of tax
|
(1.3
|
)
|
(.3
|
)
|
(1.5
|
)
|
.2
|
|
||||
|
Net income
|
$
|
61.8
|
|
$
|
43.8
|
|
$
|
102.7
|
|
$
|
86.2
|
|
|
Earnings per share - basic:
|
|
|
|
|
|
|
|
|
||||
|
Income from continuing operations
|
$
|
.32
|
|
$
|
.22
|
|
$
|
.53
|
|
$
|
.44
|
|
|
Discontinued operations, net of tax
|
(.01
|
)
|
—
|
|
(.01
|
)
|
—
|
|
||||
|
Earnings per share - basic
|
$
|
.31
|
|
$
|
.22
|
|
$
|
.52
|
|
$
|
.44
|
|
|
Earnings per share - diluted:
|
|
|
|
|
|
|
|
|
||||
|
Income from continuing operations
|
$
|
.32
|
|
$
|
.22
|
|
$
|
.53
|
|
$
|
.44
|
|
|
Discontinued operations, net of tax
|
(.01
|
)
|
—
|
|
(.01
|
)
|
—
|
|
||||
|
Earnings per share - diluted
|
$
|
.31
|
|
$
|
.22
|
|
$
|
.52
|
|
$
|
.44
|
|
|
|
Three Months Ended
|
Six Months Ended
|
||||||||||
|
|
June 30,
|
June 30,
|
||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
||||
|
|
(Dollars in millions, where applicable)
|
|||||||||||
|
Operating revenues
|
$
|
81.0
|
|
$
|
78.5
|
|
$
|
173.6
|
|
$
|
165.9
|
|
|
Electric fuel and purchased power
|
19.4
|
|
18.0
|
|
45.7
|
|
40.5
|
|
||||
|
Taxes, other than income
|
.1
|
|
.2
|
|
.3
|
|
.4
|
|
||||
|
Adjusted gross margin
|
61.5
|
|
60.3
|
|
127.6
|
|
125.0
|
|
||||
|
Operating expenses:
|
|
|
|
|
|
|
||||||
|
Operation and maintenance
|
33.6
|
|
31.1
|
|
63.8
|
|
61.2
|
|
||||
|
Depreciation, depletion and amortization
|
13.9
|
|
12.5
|
|
27.6
|
|
25.1
|
|
||||
|
Taxes, other than income
|
4.2
|
|
3.7
|
|
8.4
|
|
7.5
|
|
||||
|
Total operating expenses
|
51.7
|
|
47.3
|
|
99.8
|
|
93.8
|
|
||||
|
Operating income
|
9.8
|
|
13.0
|
|
27.8
|
|
31.2
|
|
||||
|
Other income (expense)
|
(.1
|
)
|
.9
|
|
2.1
|
|
1.3
|
|
||||
|
Interest expense
|
6.2
|
|
6.5
|
|
12.7
|
|
13.1
|
|
||||
|
Income before income taxes
|
3.5
|
|
7.4
|
|
17.2
|
|
19.4
|
|
||||
|
Income taxes
|
(4.0
|
)
|
(1.7
|
)
|
(5.8
|
)
|
(2.8
|
)
|
||||
|
Net income
|
$
|
7.5
|
|
$
|
9.1
|
|
$
|
23.0
|
|
$
|
22.2
|
|
|
Retail sales (million kWh):
|
|
|
|
|
||||||||
|
Residential
|
226.6
|
|
246.1
|
|
606.2
|
|
620.1
|
|
||||
|
Commercial
|
336.7
|
|
355.1
|
|
742.9
|
|
757.4
|
|
||||
|
Industrial
|
136.2
|
|
131.5
|
|
275.7
|
|
273.9
|
|
||||
|
Other
|
22.1
|
|
23.4
|
|
44.0
|
|
46.0
|
|
||||
|
|
721.6
|
|
756.1
|
|
1,668.8
|
|
1,697.4
|
|
||||
|
Average cost of electric fuel and purchased power per kWh
|
$
|
.024
|
|
$
|
.022
|
|
$
|
.025
|
|
$
|
.022
|
|
|
|
Three Months Ended
|
Six Months Ended
|
||||||||||
|
|
June 30,
|
June 30,
|
||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
||||
|
|
(Dollars in millions, where applicable)
|
|||||||||||
|
Operating revenues
|
$
|
133.9
|
|
$
|
129.5
|
|
$
|
476.0
|
|
$
|
462.2
|
|
|
Purchased natural gas sold
|
62.3
|
|
62.7
|
|
270.0
|
|
266.4
|
|
||||
|
Taxes, other than income
|
5.3
|
|
5.6
|
|
17.4
|
|
17.8
|
|
||||
|
Adjusted gross margin
|
66.3
|
|
61.2
|
|
188.6
|
|
178.0
|
|
||||
|
Operating expenses:
|
|
|
|
|
|
|
|
|||||
|
Operation and maintenance
|
43.6
|
|
42.5
|
|
90.0
|
|
87.2
|
|
||||
|
Depreciation, depletion and amortization
|
19.7
|
|
17.7
|
|
39.1
|
|
35.4
|
|
||||
|
Taxes, other than income
|
5.6
|
|
5.4
|
|
11.8
|
|
11.2
|
|
||||
|
Total operating expenses
|
68.9
|
|
65.6
|
|
140.9
|
|
133.8
|
|
||||
|
Operating income (loss)
|
(2.6
|
)
|
(4.4
|
)
|
47.7
|
|
44.2
|
|
||||
|
Other income
|
.8
|
|
.9
|
|
3.7
|
|
1.3
|
|
||||
|
Interest expense
|
8.8
|
|
7.3
|
|
17.1
|
|
14.9
|
|
||||
|
Income (loss) before income taxes
|
(10.6
|
)
|
(10.8
|
)
|
34.3
|
|
30.6
|
|
||||
|
Income taxes
|
(4.3
|
)
|
(4.0
|
)
|
4.0
|
|
4.8
|
|
||||
|
Net income (loss)
|
$
|
(6.3
|
)
|
$
|
(6.8
|
)
|
$
|
30.3
|
|
$
|
25.8
|
|
|
Volumes (MMdk)
|
|
|
|
|
|
|
||||||
|
Retail sales:
|
|
|
|
|
||||||||
|
Residential
|
8.8
|
|
8.3
|
|
40.2
|
|
36.4
|
|
||||
|
Commercial
|
6.4
|
|
6.3
|
|
27.3
|
|
25.0
|
|
||||
|
Industrial
|
1.1
|
|
1.0
|
|
2.7
|
|
2.4
|
|
||||
|
|
16.3
|
|
15.6
|
|
70.2
|
|
63.8
|
|
||||
|
Transportation sales:
|
|
|
|
|
||||||||
|
Commercial
|
.4
|
|
.4
|
|
1.2
|
|
1.1
|
|
||||
|
Industrial
|
31.6
|
|
29.4
|
|
72.2
|
|
66.2
|
|
||||
|
|
32.0
|
|
29.8
|
|
73.4
|
|
67.3
|
|
||||
|
Total throughput
|
48.3
|
|
45.4
|
|
143.6
|
|
131.1
|
|
||||
|
Average cost of natural gas per dk
|
$
|
3.83
|
|
$
|
4.01
|
|
$
|
3.85
|
|
$
|
4.18
|
|
|
|
Three Months Ended
|
Six Months Ended
|
||||||||||
|
|
June 30,
|
June 30,
|
||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
||||
|
|
(Dollars in millions)
|
|||||||||||
|
Operating revenues
|
$
|
36.2
|
|
$
|
30.6
|
|
$
|
68.8
|
|
$
|
61.2
|
|
|
Operating expenses:
|
|
|
|
|
||||||||
|
Operation and maintenance
|
16.9
|
|
14.6
|
|
31.5
|
|
29.7
|
|
||||
|
Depreciation, depletion and amortization
|
5.3
|
|
4.4
|
|
10.1
|
|
8.7
|
|
||||
|
Taxes, other than income
|
3.3
|
|
3.1
|
|
6.6
|
|
6.2
|
|
||||
|
Total operating expenses
|
25.5
|
|
22.1
|
|
48.2
|
|
44.6
|
|
||||
|
Operating income
|
10.7
|
|
8.5
|
|
20.6
|
|
16.6
|
|
||||
|
Other income
|
.2
|
|
.4
|
|
.8
|
|
.5
|
|
||||
|
Interest expense
|
1.8
|
|
1.3
|
|
3.6
|
|
2.5
|
|
||||
|
Income before income taxes
|
9.1
|
|
7.6
|
|
17.8
|
|
14.6
|
|
||||
|
Income taxes
|
2.0
|
|
1.9
|
|
3.8
|
|
3.6
|
|
||||
|
Net income
|
$
|
7.1
|
|
$
|
5.7
|
|
$
|
14.0
|
|
$
|
11.0
|
|
|
Transportation volumes (MMdk)
|
110.1
|
|
88.2
|
|
208.8
|
|
166.5
|
|
||||
|
Natural gas gathering volumes (MMdk)
|
3.5
|
|
3.7
|
|
6.9
|
|
7.4
|
|
||||
|
Customer natural gas storage balance (MMdk):
|
|
|
|
|
||||||||
|
Beginning of period
|
2.3
|
|
7.7
|
|
13.9
|
|
22.4
|
|
||||
|
Net injection (withdrawal)
|
9.1
|
|
8.5
|
|
(2.5
|
)
|
(6.2
|
)
|
||||
|
End of period
|
11.4
|
|
16.2
|
|
11.4
|
|
16.2
|
|
||||
|
|
Three Months Ended
|
Six Months Ended
|
||||||||||
|
|
June 30,
|
June 30,
|
||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
||||
|
|
(Dollars in millions)
|
|||||||||||
|
Operating revenues
|
$
|
596.0
|
|
$
|
509.6
|
|
$
|
823.2
|
|
$
|
723.0
|
|
|
Cost of sales:
|
|
|
|
|
||||||||
|
Operation and maintenance
|
494.7
|
|
426.0
|
|
715.5
|
|
624.9
|
|
||||
|
Depreciation, depletion and amortization
|
18.7
|
|
14.0
|
|
35.5
|
|
27.0
|
|
||||
|
Taxes, other than income
|
13.0
|
|
11.2
|
|
21.4
|
|
19.0
|
|
||||
|
Total cost of sales
|
526.4
|
|
451.2
|
|
772.4
|
|
670.9
|
|
||||
|
Gross margin
|
69.6
|
|
58.4
|
|
50.8
|
|
52.1
|
|
||||
|
Selling, general and administrative expense:
|
|
|
|
|
||||||||
|
Operation and maintenance
|
21.8
|
|
19.6
|
|
41.8
|
|
37.2
|
|
||||
|
Depreciation, depletion and amortization
|
.7
|
|
.5
|
|
1.5
|
|
1.2
|
|
||||
|
Taxes, other than income
|
.9
|
|
1.0
|
|
2.9
|
|
2.7
|
|
||||
|
Total selling, general and administrative expense
|
23.4
|
|
21.1
|
|
46.2
|
|
41.1
|
|
||||
|
Operating income
|
46.2
|
|
37.3
|
|
4.6
|
|
11.0
|
|
||||
|
Other income (expense)
|
—
|
|
(.1
|
)
|
1.3
|
|
(.8
|
)
|
||||
|
Interest expense
|
6.8
|
|
4.5
|
|
12.1
|
|
8.1
|
|
||||
|
Income (loss) before income taxes
|
39.4
|
|
32.7
|
|
(6.2
|
)
|
2.1
|
|
||||
|
Income taxes
|
10.2
|
|
8.4
|
|
(.9
|
)
|
1.3
|
|
||||
|
Net income (loss)
|
$
|
29.2
|
|
$
|
24.3
|
|
$
|
(5.3
|
)
|
$
|
.8
|
|
|
Sales (000's):
|
|
|
|
|
|
|
|
|
||||
|
Aggregates (tons)
|
9,084
|
|
7,647
|
|
12,955
|
|
11,494
|
|
||||
|
Asphalt (tons)
|
1,913
|
|
1,975
|
|
2,079
|
|
2,201
|
|
||||
|
Ready-mixed concrete (cubic yards)
|
1,144
|
|
948
|
|
1,752
|
|
1,520
|
|
||||
|
|
Three Months Ended
|
Six Months Ended
|
||||||||||
|
|
June 30,
|
June 30,
|
||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
||||
|
|
(In millions)
|
|||||||||||
|
Operating revenues
|
$
|
464.9
|
|
$
|
323.6
|
|
$
|
885.7
|
|
$
|
657.6
|
|
|
Cost of sales:
|
|
|
|
|
||||||||
|
Operation and maintenance
|
391.1
|
|
270.7
|
|
742.7
|
|
548.7
|
|
||||
|
Depreciation, depletion and amortization
|
3.7
|
|
3.6
|
|
7.3
|
|
7.1
|
|
||||
|
Taxes, other than income
|
14.6
|
|
9.5
|
|
30.5
|
|
22.3
|
|
||||
|
Total cost of sales
|
409.4
|
|
283.8
|
|
780.5
|
|
578.1
|
|
||||
|
Gross margin
|
55.5
|
|
39.8
|
|
105.2
|
|
79.5
|
|
||||
|
Selling, general and administrative expense:
|
|
|
|
|
||||||||
|
Operation and maintenance
|
22.1
|
|
19.1
|
|
42.4
|
|
36.4
|
|
||||
|
Depreciation, depletion and amortization
|
.4
|
|
.3
|
|
.8
|
|
.7
|
|
||||
|
Taxes, other than income
|
1.0
|
|
1.0
|
|
2.6
|
|
2.4
|
|
||||
|
Total selling, general and administrative expense
|
23.5
|
|
20.4
|
|
45.8
|
|
39.5
|
|
||||
|
Operating income
|
32.0
|
|
19.4
|
|
59.4
|
|
40.0
|
|
||||
|
Other income
|
.6
|
|
.3
|
|
1.2
|
|
.6
|
|
||||
|
Interest expense
|
1.4
|
|
.9
|
|
2.5
|
|
1.8
|
|
||||
|
Income before income taxes
|
31.2
|
|
18.8
|
|
58.1
|
|
38.8
|
|
||||
|
Income taxes
|
8.4
|
|
4.7
|
|
15.2
|
|
9.6
|
|
||||
|
Net income
|
$
|
22.8
|
|
$
|
14.1
|
|
$
|
42.9
|
|
$
|
29.2
|
|
|
|
Three Months Ended
|
Six Months Ended
|
||||||||||
|
|
June 30,
|
June 30,
|
||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
||||
|
|
(In millions)
|
|||||||||||
|
Operating revenues
|
$
|
2.9
|
|
$
|
2.8
|
|
$
|
10.7
|
|
$
|
5.5
|
|
|
Operating expenses:
|
|
|
|
|
||||||||
|
Operation and maintenance
|
1.1
|
|
2.0
|
|
8.2
|
|
3.9
|
|
||||
|
Depreciation, depletion and amortization
|
.6
|
|
.5
|
|
1.0
|
|
1.1
|
|
||||
|
Taxes, other than income
|
—
|
|
.1
|
|
.1
|
|
.1
|
|
||||
|
Total operating expenses
|
1.7
|
|
2.6
|
|
9.3
|
|
5.1
|
|
||||
|
Operating income
|
1.2
|
|
.2
|
|
1.4
|
|
.4
|
|
||||
|
Other income (expense)
|
.2
|
|
(.3
|
)
|
.3
|
|
.1
|
|
||||
|
Interest expense
|
.5
|
|
.8
|
|
1.0
|
|
1.7
|
|
||||
|
Income (loss) before income taxes
|
.9
|
|
(.9
|
)
|
.7
|
|
(1.2
|
)
|
||||
|
Income taxes
|
(1.9
|
)
|
1.4
|
|
1.4
|
|
1.8
|
|
||||
|
Net income (loss)
|
$
|
2.8
|
|
$
|
(2.3
|
)
|
$
|
(.7
|
)
|
$
|
(3.0
|
)
|
|
|
Three Months Ended
|
Six Months Ended
|
||||||||||
|
|
June 30,
|
June 30,
|
||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
||||
|
|
(In millions)
|
|||||||||||
|
Intersegment transactions:
|
|
|
|
|
|
|
||||||
|
Operating revenues
|
$
|
11.3
|
|
$
|
10.0
|
|
$
|
43.2
|
|
$
|
34.5
|
|
|
Operation and maintenance
|
3.9
|
|
3.5
|
|
11.9
|
|
6.3
|
|
||||
|
Purchased natural gas sold
|
7.4
|
|
6.5
|
|
31.3
|
|
28.2
|
|
||||
|
Company
|
|
Facility
|
|
Facility
Limit
|
|
|
Amount Outstanding
|
|
|
Letters
of Credit
|
|
|
Expiration
Date
|
|||
|
|
|
|
|
(In millions)
|
|
|
|
|
||||||||
|
Montana-Dakota Utilities Co.
|
|
Commercial paper/Revolving credit agreement
|
(a)
|
$
|
175.0
|
|
|
$
|
47.9
|
|
(b)
|
$
|
—
|
|
|
6/8/23
|
|
Cascade Natural Gas Corporation
|
|
Revolving credit agreement
|
|
$
|
100.0
|
|
(c)
|
$
|
11.1
|
|
|
$
|
2.2
|
|
(d)
|
6/7/24
|
|
Intermountain Gas Company
|
|
Revolving credit agreement
|
|
$
|
85.0
|
|
(e)
|
$
|
—
|
|
|
$
|
1.4
|
|
(d)
|
6/7/24
|
|
Centennial Energy Holdings, Inc.
|
|
Commercial paper/Revolving credit agreement
|
(f)
|
$
|
500.0
|
|
|
$
|
385.5
|
|
(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 Montana-Dakota 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 $125.0 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.
|
|
|
|
|
Remainder of 2019
|
|
1 - 3 years
|
|
3 - 5 years
|
|
More than 5 years
|
|
Total
|
|
|||||
|
|
(In millions)
|
|
|||||||||||||
|
Long-term debt maturities*
|
$
|
51.8
|
|
$
|
549.8
|
|
$
|
196.2
|
|
$
|
1,588.5
|
|
$
|
2,386.3
|
|
|
Estimated interest payments**
|
48.6
|
|
253.1
|
|
137.9
|
|
526.8
|
|
966.4
|
|
|||||
|
|
$
|
100.4
|
|
$
|
802.9
|
|
$
|
334.1
|
|
$
|
2,115.3
|
|
$
|
3,352.7
|
|
|
*
|
Unamortized debt issuance costs and discount are excluded from the table.
|
|
**
|
Estimated interest payments are calculated based on the applicable rates and payment dates.
|
|
|
|
|
Three Months Ended
|
Six Months Ended
|
||||||||||
|
|
June 30,
|
June 30,
|
||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
||||
|
|
(In millions)
|
|||||||||||
|
Operating income
|
$
|
9.8
|
|
$
|
13.0
|
|
$
|
27.8
|
|
$
|
31.2
|
|
|
Adjustments:
|
|
|
|
|
||||||||
|
Operating expenses:
|
|
|
|
|
|
|
||||||
|
Operation and maintenance
|
33.6
|
|
31.1
|
|
63.8
|
|
61.2
|
|
||||
|
Depreciation, depletion and amortization
|
13.9
|
|
12.5
|
|
27.6
|
|
25.1
|
|
||||
|
Taxes, other than income
|
4.2
|
|
3.7
|
|
8.4
|
|
7.5
|
|
||||
|
Total adjustments
|
51.7
|
|
47.3
|
|
99.8
|
|
93.8
|
|
||||
|
Adjusted gross margin
|
$
|
61.5
|
|
$
|
60.3
|
|
$
|
127.6
|
|
$
|
125.0
|
|
|
|
Three Months Ended
|
Six Months Ended
|
||||||||||
|
|
June 30,
|
June 30,
|
||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
||||
|
|
(In millions)
|
|||||||||||
|
Operating income (loss)
|
$
|
(2.6
|
)
|
$
|
(4.4
|
)
|
$
|
47.7
|
|
$
|
44.2
|
|
|
Adjustments:
|
|
|
|
|
||||||||
|
Operating expenses:
|
|
|
|
|
||||||||
|
Operation and maintenance
|
43.6
|
|
42.5
|
|
90.0
|
|
87.2
|
|
||||
|
Depreciation, depletion and amortization
|
19.7
|
|
17.7
|
|
39.1
|
|
35.4
|
|
||||
|
Taxes, other than income
|
5.6
|
|
5.4
|
|
11.8
|
|
11.2
|
|
||||
|
Total adjustments
|
68.9
|
|
65.6
|
|
140.9
|
|
133.8
|
|
||||
|
Adjusted gross margin
|
$
|
66.3
|
|
$
|
61.2
|
|
$
|
188.6
|
|
$
|
178.0
|
|
|
ISSUER PURCHASES OF EQUITY SECURITIES
|
||||||||
|
Period
|
(a)
Total Number
of Shares
(or Units)
Purchased (1)
|
|
(b)
Average Price Paid per Share
(or Unit)
|
|
(c)
Total Number of Shares
(or Units) Purchased
as Part of Publicly
Announced Plans
or Programs (2)
|
|
(d)
Maximum Number (or
Approximate Dollar
Value) of Shares (or
Units) that May Yet Be
Purchased Under the
Plans or Programs (2)
|
|
|
April 1 through April 30, 2019
|
—
|
|
—
|
|
—
|
|
—
|
|
|
May 1 through May 30, 2019
|
—
|
|
—
|
|
—
|
|
—
|
|
|
June 1 through June 30, 2019
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Total
|
—
|
|
|
—
|
|
—
|
|
|
|
(1)
|
Represents shares of common stock withheld by the Company to pay taxes in connection with the vesting of shares granted pursuant to the Long-Term Performance-Based Incentive Plan.
|
|
(2)
|
Not applicable. The Company does not currently have in place any publicly announced plans or programs to purchase equity securities.
|
|
|
|
*
|
Schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished as a supplement to the SEC upon request.
|
|
+
|
Management contract, compensatory plan or arrangement.
|
|
|
|
|
|
MDU RESOURCES GROUP, INC.
|
|
|
|
|
|
|
|
DATE:
|
August 2, 2019
|
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 |
|
SECTION 1.
|
AUTHORIZATION OF NOTES.
|
|
SECTION 2.
|
SALE AND PURCHASE OF NOTES.
|
|
SECTION 3.
|
CLOSING.
|
|
SECTION 4.
|
CONDITIONS TO CLOSING.
|
|
SECTION 5.
|
REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
|
|
SECTION 6.
|
REPRESENTATIONS OF THE PURCHASERS.
|
|
SECTION 7.
|
INFORMATION AS TO COMPANY.
|
|
SECTION 8.
|
PAYMENT AND PREPAYMENT OF THE NOTES.
|
|
SECTION 10.
|
NEGATIVE COVENANTS.
|
|
SECTION 11.
|
EVENTS OF DEFAULT.
|
|
SECTION 12.
|
REMEDIES ON DEFAULT, ETC.
|
|
SECTION 13.
|
REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.
|
|
SECTION 14.
|
PAYMENTS ON NOTES .
|
|
SECTION 15.
|
EXPENSES, ETC.
|
|
SECTION 16.
|
SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.
|
|
SECTION 17.
|
AMENDMENT AND WAIVER.
|
|
SECTION 18.
|
NOTICES.
|
|
SECTION 19.
|
REPRODUCTION OF DOCUMENTS.
|
|
SECTION 20.
|
CONFIDENTIAL INFORMATION.
|
|
SECTION 21.
|
SUBSTITUTION OF PURCHASER.
|
|
SECTION 22.
|
MISCELLANEOUS.
|
|
By:
|
Babson Capital Management LLC
as Investment Adviser |
|
By:
|
Babson Capital Management LLC
as Investment Adviser |
|
By:
|
Babson Capital Management LLC
as Investment Adviser |
|
By:
|
Prime Advisors, Inc., its Attorney‑in‑Fact
|
|
1.
|
Alaska Basic Industries, Inc., an Alaska corporation, 100%
|
|
2.
|
Ames Sand & Gravel, Inc., a North Dakota corporation, 100%
|
|
3.
|
Anchorage Sand and Gravel Company, Inc., an Alaska corporation , 100%
|
|
4.
|
Baldwin Contracting Company, Inc., a California corporation, 100%
|
|
5.
|
BEH Electric Holdings, LLC, a Nevada limited liability company, 100%
|
|
6.
|
Bell Electrical Contractors, Inc., a Missouri corporation, 100%
|
|
7.
|
BMH Mechanical Holdings, LLC, a Nevada limited liability company, 100%
|
|
8.
|
Bombard Electric, LLC, a Nevada limited liability company, 100%
|
|
9.
|
Bombard Mechanical, LLC, a Nevada limited liability company, 100%
|
|
10.
|
Capital Electric Construction Company, Inc., a Kansas corporation, 100%
|
|
11.
|
Capital Electric Line Builders, Inc., a Kansas corporation, 100%
|
|
12.
|
Centennial Energy Resources International, Inc., a Delaware corporation, 100%
|
|
13.
|
Centennial Energy Resources LLC, a Delaware limited liability company, 100%
|
|
14.
|
Centennial Holdings Capital LLC, a Delaware limited liability company, 100%
|
|
15.
|
Central Oregon Redi-Mix, L.L.C., an Oregon limited liability company, 78%
|
|
16.
|
Concrete, Inc., a California corporation, 100%
|
|
17.
|
Connolly-Pacific Co., a California corporation, 100%
|
|
18.
|
Continental Line Builders, Inc., a Delaware corporation, 100%
|
|
19.
|
Coordinating and Planning Services, Inc., a Delaware corporation, 100%
|
|
20.
|
Desert Fire Holdings, Inc., a Nevada corporation, 100%
|
|
21.
|
Desert Fire Protection, a Nevada Limited Partnership, 100%
|
|
22.
|
Desert Fire Protection, Inc., a Nevada corporation, 100%
|
|
23.
|
Desert Fire Protection, LLC, a Nevada limited liability company, 100%
|
|
24.
|
D S S Company, a California corporation, 100%
|
|
25.
|
E.S.I., Inc., an Ohio corporation, 100%
|
|
26.
|
Fairbanks Materials, Inc., an Alaska corporation, 100%
|
|
27.
|
Fidelity Exploration & Production Company, a Delaware corporation, 100%
|
|
28.
|
Fidelity Oil Co., a Delaware corporation, 100%
|
|
29.
|
Frebco, Inc., an Ohio corporation, 100%
|
|
30.
|
FutureSource Capital Corp., a Delaware corporation, 100%
|
|
31.
|
Granite City Ready Mix, Inc., a Minnesota corporation, 100%
|
|
32.
|
Hamlin Electric Company, a Colorado corporation, 100%
|
|
33.
|
Harp Engineering, Inc., a Montana corporation, 100%
|
|
34.
|
Hawaiian Cement, a Hawaii partnership, 100%
|
|
35.
|
ILB Hawaii, Inc., a Hawaii corporation, 100%
|
|
36.
|
Independent Fire Fabricators, LLC, a Nevada limited liability company, 100%
|
|
37.
|
International Line Builders, Inc., a Delaware corporation, 100%
|
|
38.
|
InterSource Insurance Company, a Vermont corporation, 100%
|
|
39.
|
Jebro Incorporated, an Iowa corporation, 100%
|
|
40.
|
JTL Group, Inc., a Montana corporation, 100%
|
|
41.
|
JTL Group, Inc., a Wyoming corporation, 100%
|
|
42.
|
Kent’s Oil Service, a California corporation, 100%
|
|
43.
|
Knife River Corporation, a Delaware corporation, 100%
|
|
44.
|
Knife River Corporation – North Central, a Minnesota corporation, 100%
|
|
45.
|
Knife River Corporation – Northwest, an Oregon corporation, 100%
|
|
46.
|
Knife River Corporation – South, a Texas corporation, 100%
|
|
47.
|
Knife River Dakota, Inc., a Delaware corporation, 100%
|
|
48.
|
Knife River Equipment, Inc., a Delaware corporation, 100%
|
|
49.
|
Knife River Hawaii, Inc., a Delaware corporation, 100%
|
|
50.
|
Knife River Marine, Inc., a Delaware corporation, 100%
|
|
51.
|
Knife River Midwest, LLC, a Delaware limited liability company, 100%
|
|
52.
|
KRC Holdings, Inc., a Delaware corporation, 100%
|
|
53.
|
LME&U Holdings, LLC, a Nevada limited liability company, 100%
|
|
54.
|
Lone Mountain Excavation & Utilities, LLC, a Nevada limited liability company, 100%
|
|
55.
|
Loy Clark Pipeline Co., an Oregon corporation, 100%
|
|
56.
|
LTM, Incorporated, an Oregon corporation, 100%
|
|
57.
|
MDU Brasil Ltda., a Brazil limited liability company, 100%
|
|
58.
|
MDU Construction Services Group, Inc., a Delaware corporation, 100%
|
|
59.
|
MDU Industrial Services, Inc., a Delaware corporation, 100%
|
|
60.
|
MDU Resources International LLC, a Delaware limited liability company, 100%
|
|
61.
|
MDU Resources Luxembourg I LLC S.a.r.l., a Luxembourg limited liability company, 100%
|
|
62.
|
MDU Resources Luxembourg II LLC S.a.r.l., a Luxembourg limited liability company, 100%
|
|
63.
|
Midland Technical Crafts, Inc., a Delaware corporation, 100%
|
|
64.
|
Netricity LLC, an Alaska limited liability company, 75%
|
|
65.
|
Nevada Solar Solutions, LLC, a Delaware limited liability company, 100%
|
|
66.
|
Northstar Materials, Inc., a Minnesota corporation, 100%
|
|
67.
|
Oregon Electric Construction, Inc., an Oregon corporation, 100%
|
|
68.
|
Pouk & Steinle, Inc., a California corporation, 100%
|
|
69.
|
Prairielands Energy Marketing, Inc., a Delaware corporation, 100%
|
|
70.
|
Prairielands Magnetics Limited, a Scotland private limited company, 100%
|
|
71.
|
Rocky Mountain Contractors, Inc., a Montana corporation, 100%
|
|
72.
|
USI Industrial Services, Inc., a Delaware corporation, 100%
|
|
73.
|
The Wagner Group, Inc., a Delaware corporation, 100%
|
|
74.
|
Wagner Industrial Electric, Inc., a Delaware corporation, 100%
|
|
75.
|
The Wagner-Smith Company, an Ohio corporation, 100%
|
|
76.
|
Wagner-Smith Equipment Co., a Delaware corporation, 100%
|
|
77.
|
Wagner-Smith Pumps & Systems, Inc., an Ohio corporation, 100%
|
|
78.
|
Warner Enterprises, Inc., a Nevada corporation, 100%
|
|
79.
|
WBI Canadian Pipeline, Ltd., a Canadian corporation, 100%
|
|
80.
|
WBI Energy, Inc., a Delaware corporation, 100%
|
|
81.
|
WBI Energy Midstream, LLC, a Colorado limited liability company, 100%
|
|
82.
|
WBI Energy Services, Inc., a Delaware corporation, 100%
|
|
83.
|
WBI Energy Transmission, Inc., a Delaware corporation, 100%
|
|
84.
|
WBI Holdings, Inc., a Delaware corporation, 100%
|
|
85.
|
WHC, Ltd., a Hawaii corporation, 100%
|
|
Annual Cash Retainers
|
|
||
|
|
Base Retainer
|
$85,000*
|
|
|
|
Additional Retainers:
|
|
|
|
|
Non-Executive Chair of the Board
|
$95,000*
|
|
|
|
Chair of Audit Committee
|
20,000*
|
|
|
|
Chair of Compensation Committee
|
15,000*
|
|
|
|
Chair of Environmental and Sustainability Committee
|
15,000*
|
|
|
|
Chair of Nominating and Governance Committee
|
15,000*
|
|
|
|
*Effective June 1, 2019.
|
|
|
|
2.
|
Fiduciary and crime insurance:
|
|
1.
|
By adding the following to the table in Section D-1-2 Eligibility to Share in the Profit Sharing Feature of Supplement D-1, Provisions Relating to the Profit Sharing Feature for Certain Participating Affiliates:
|
|
Participating Affiliate
|
Current Effective Date
(Original Effective Date)
|
|
Knife River Corporation – Mountain West
|
May 1, 2018
(January 1, 2015)
|
|
2.
|
By removing the following entry from the table in Section D-1-2 Eligibility to Share in the Profit Sharing Feature of Supplement D-1, Provisions Relating to the Profit Sharing Feature for Certain Participating Affiliates:
|
|
Participating Affiliate
|
Current Effective Date
(Original Effective Date)
|
|
Knife River Corporation – Northwest (the Idaho Division)
|
January 1, 2015
|
|
3.
|
By removing the second entry in Schedule B and replacing it with the following:
|
|
1.
|
By replacing the table in Section D-1-2 Eligibility to Share in the Profit Sharing Feature of Supplement D-1, Provisions Relating to the Profit Sharing Feature for Certain Participating Affiliates, in its entirety, with the following:
|
|
Participating Affiliate
|
Current Effective Date
(Original Effective Date)2
|
|
Ames Sand & Gravel, Inc.
|
January 1, 2016
(July 16, 2007)
|
|
Anchorage Sand & Gravel Company, Inc. (excluding President)
|
January 1, 1999
|
|
Baldwin Contracting Company, Inc.
|
January 1, 1999
|
|
Capital Electric Line Builders, Inc.7
|
January 1, 2014
|
|
Cascade Natural Gas Corporation1
|
January 1, 2017
(July 2, 2007)
|
|
Concrete, Inc.
|
January 1, 2001
|
|
Connolly-Pacific Co.
|
January 1, 2007
|
|
DSS Company
|
January 1, 2004
(July 8, 1999)
|
|
E.S.I., Inc.
|
January 1, 2008
(January 1, 2003)
|
|
Fairbanks Materials, Inc.
|
May 1, 2008
|
|
Granite City Ready Mix, Inc.
|
June 1, 2002
|
|
Great Plains Natural Gas Co.1
|
January 1, 2017
(January 1, 2008)
|
|
Participating Affiliate
|
Current Effective Date
(Original Effective Date)2
|
|
Hawaiian Cement (non-union employees hired after December 31, 2005)
|
January 1, 2009
|
|
Intermountain Gas Company1
|
January 1, 2017
(January 1, 2011)
|
|
JTL Group, Inc.5/6
|
January 1, 2015
(January 1, 2014)
|
|
Jebro Incorporated
|
November 1, 2005
|
|
Kent’s Oil Service4
|
January 1, 2007
|
|
Knife River – North Dakota Division, a Division of Knife River Corporation – North Central
|
January 1, 2016
(January 1, 2007)
|
|
Knife River Corporation – Mountain West
|
May 1, 2018
(January 1, 2015)
|
|
Knife River Corporation – North Central
|
January 1, 2016
(January 1, 2007)
|
|
Knife River Corporation – Northwest (the Central Oregon Division, f/k/a HTS)
|
May 1, 2010
(January 1, 1999)
|
|
Knife River Corporation – Northwest (the Southern Oregon Division)
|
January 1, 2012
|
|
Knife River Corporation – Northwest (the Western Oregon Division)
|
January 1, 2012
|
|
Knife River Corporation - South
(f/k/a Young Contractors, Inc.)
|
January 1, 2008
(January 1, 2007)
|
|
Knife River Midwest, LLC
|
January 1, 2016
(April 1, 2004)
|
|
LTM, Incorporated
|
January 1, 2003
|
|
MDU Resources Group, Inc.1
|
January 1, 2017
|
|
Montana-Dakota Utilities Co.
(non-union employees)1
|
January 1, 2017
(January 1, 2008)
|
|
Participating Affiliate
|
Current Effective Date
(Original Effective Date)2
|
|
Montana-Dakota Utilities Co.
(union employees)
|
January 1, 2008
|
|
Northstar Materials, Inc.
|
January 1, 2016
(January 1, 2003)
|
|
OEG, Inc.3
|
March 7, 2011
|
|
Wagner Industrial Electric, Inc.
|
January 1, 2008
|
|
Wagner Smith Equipment Co.
|
January 1, 2008
(July 1, 2000)
|
|
WBI Energy, Inc.1
|
January 1, 2017
(May 1, 2012)
|
|
WBI Energy Midstream, LLC1
|
January 1, 2017
(January 1, 2001)
|
|
WBI Energy Transmission, Inc.1
|
January 1, 2017
(January 1, 2009)
|
|
WHC, Ltd.
|
September 1, 2001
|
|
2.
|
By replacing the table in Section D-2-2 Eligibility to Share in the Retirement Contribution of Supplement D-2, Provisions Relating to the Retirement Contribution Feature for Certain Participating Affiliates, in its entirety, with the following:
|
|
Participating Affiliate
|
Current Effective Date (Original Effective Date)
|
Retirement Contribution Amount - Percentage of Compensation
|
|
Cascade Natural Gas Corporation (non-bargaining)
|
January 1, 2011
(July 2, 2007)
|
5%
|
|
Cascade Natural Gas Corporation (Field Operations Bargaining Unit employees hired on or after 1/1/2007)
|
May 1, 2015
(July 2, 2007)
|
5%
|
|
Great Plains Natural Gas Co.
|
January 1, 2003
|
5%
|
|
Intermountain Gas Company
|
January 1, 2011
(October 12, 2008)
|
5%
|
|
OEG, Inc.
|
May 24, 2018
March 7, 2011
|
6%
|
|
Rocky Mountain Contractors, Inc.
(non-bargaining)
|
January 1, 2005
|
5%
|
|
WBI Energy Midstream, LLC1
|
July 1, 2012
(January 1, 2001)
|
5%
|
|
3.
|
By replacing the following paragraph for On Electric Group, Inc. on Schedule A to the K-Plan, in its entirety, with the following:
|
|
D-10-1
|
Introduction . Effective as of October 4, 2018, Sweetman Const. Co. (“SCC”) and Rail to Road, Inc. (RTR”), Participating Affiliates in the Plan, establish a Retirement Contribution Feature as described in this Supplement D-10. This Retirement Contribution Feature shall be in effect from October 4, 2018 through December 31, 2018 and is in addition to all other contributions provided by SCC and RTR pursuant to the Plan.
|
|
D-10-2
|
Eligibility to Share in the Retirement Contribution . In order to share in the allocation of any Retirement Contribution made by SCC or RTR pursuant to Paragraph 3 below for the dates reflected above, a Participant must be an Eligible Employee of either SCC, including its subsidiaries, or RTR. Participants who meet the preceding requirements are referred to herein as “Supplement D-10 Participants.”
|
|
D-10-3
|
Amount of Retirement Contribution, Allocation . The Board of Directors of SCC and RTR shall credit eligible Participants with a contribution equal to three percent (3%) of Eligible Compensation. Eligible Compensation does not include compensation prior to the effective date of this amendment.
|
|
D-10-4
|
Vesting . Participants shall be fully vested in the Supplement D-10 Retirement Contribution.
|
|
D-10-5
|
Use of Terms . Terms used in this Supplement D-10 shall, unless defined in this Supplement D-10 or elsewhere noted, have the meanings given to those terms in the Plan.
|
|
D-10-6
|
Inconsistencies with the Plan . The terms of this Supplement D‑10 are a part of the Plan and supersede the provisions of the Plan to the
|
|
1.
|
By replacing the table in Section D-1-2 Eligibility to Share in the Profit Sharing Feature of Supplement D-1, Provisions Relating to the Profit Sharing Feature for Certain Participating Affiliates, in its entirety, with the following:
|
|
Participating Affiliate
|
Current Effective Date
(Original Effective Date)2
|
|
Ames Sand & Gravel, Inc.
|
January 1, 2016
(July 16, 2007)
|
|
Anchorage Sand & Gravel Company, Inc. (excluding President)
|
January 1, 1999
|
|
Baldwin Contracting Company, Inc.
|
January 1, 1999
|
|
Capital Electric Line Builders, Inc.7
|
January 1, 2014
|
|
Cascade Natural Gas Corporation1
|
January 1, 2017
(July 2, 2007)
|
|
Concrete, Inc.
|
January 1, 2001
|
|
Connolly-Pacific Co.
|
January 1, 2007
|
|
DSS Company
|
January 1, 2004
(July 8, 1999)
|
|
E.S.I., Inc.
|
January 1, 2008
(January 1, 2003)
|
|
Fairbanks Materials, Inc.
|
May 1, 2008
|
|
Granite City Ready Mix, Inc.
|
June 1, 2002
|
|
Great Plains Natural Gas Co.1
|
January 1, 2017
(January 1, 2008)
|
|
Participating Affiliate
|
Current Effective Date
(Original Effective Date)2
|
|
Hawaiian Cement (non-union employees hired after December 31, 2005)
|
January 1, 2009
|
|
Intermountain Gas Company1
|
January 1, 2017
(January 1, 2011)
|
|
JTL Group, Inc.5/6
|
January 1, 2015
(January 1, 2014)
|
|
Jebro Incorporated
|
November 1, 2005
|
|
Kent’s Oil Service4
|
January 1, 2007
|
|
Knife River – North Dakota Division, a Division of Knife River Corporation – North Central
|
January 1, 2016
(January 1, 2007)
|
|
Knife River Corporation – Mountain West
|
May 1, 2018
(January 1, 2015)
|
|
Knife River Corporation – North Central
|
January 1, 2016
(January 1, 2007)
|
|
Knife River Corporation – Northwest
|
January 1, 2019
(January 1, 2012)
|
|
Knife River Corporation - South
|
January 1, 2008
(January 1, 2007)
|
|
Knife River Midwest, LLC
|
January 1, 2016
(April 1, 2004)
|
|
LTM, Incorporated
|
January 1, 2003
|
|
MDU Resources Group, Inc.1
|
January 1, 2017
|
|
Montana-Dakota Utilities Co.
(non-union employees)1
|
January 1, 2017
(January 1, 2008)
|
|
Montana-Dakota Utilities Co.
(union employees)
|
January 1, 2008
|
|
Northstar Materials, Inc.
|
January 1, 2016
(January 1, 2003)
|
|
Participating Affiliate
|
Current Effective Date
(Original Effective Date)2
|
|
|
|
|
OEG, Inc.3
|
March 7, 2011
|
|
Rail to Road, Inc.
|
January 1, 2019
|
|
Sweetman Const. Co.
(including subsidiaries)
|
January 1, 2019
|
|
Wagner Smith Equipment Co.
|
January 1, 2008
(July 1, 2000)
|
|
WBI Energy, Inc.1
|
January 1, 2017
(May 1, 2012)
|
|
WBI Energy Midstream, LLC1
|
January 1, 2017
(January 1, 2001)
|
|
WBI Energy Transmission, Inc.1
|
January 1, 2017
(January 1, 2009)
|
|
WHC, Ltd.
|
September 1, 2001
|
|
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 (#)
|
||||||
|
10-02089
|
1
|
|
$
|
37,644
|
|
2
|
|
2
|
|
—
|
|
|
21-03096
|
1
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
21-03358
|
1
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
21-03419
|
1
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
24-00459
|
1
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
24-02022
|
—
|
|
242
|
|
—
|
|
—
|
|
—
|
|
|
|
24-02414
|
—
|
|
121
|
|
—
|
|
—
|
|
—
|
|
|
|
32-00950
|
1
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
35-00495
|
—
|
|
121
|
|
—
|
|
—
|
|
—
|
|
|
|
35-02968
|
—
|
|
968
|
|
1
|
|
—
|
|
—
|
|
|
|
35-03022
|
—
|
|
132
|
|
—
|
|
—
|
|
—
|
|
|
|
35-03131
|
2
|
|
1,936
|
|
1
|
|
1
|
|
—
|
|
|
|
35-03449
|
—
|
|
121
|
|
—
|
|
—
|
|
—
|
|
|
|
35-03527
|
—
|
|
—
|
|
—
|
|
—
|
|
1
|
|
|
|
35-03558
|
—
|
|
121
|
|
—
|
|
—
|
|
—
|
|
|
|
35-03581
|
—
|
|
768
|
|
1
|
|
—
|
|
—
|
|
|
|
35-03642
|
—
|
|
121
|
|
—
|
|
—
|
|
—
|
|
|
|
35-03667
|
—
|
|
726
|
|
—
|
|
—
|
|
—
|
|
|
|
35-03678
|
—
|
|
121
|
|
—
|
|
—
|
|
—
|
|
|
|
35-00503
|
—
|
|
121
|
|
—
|
|
—
|
|
—
|
|
|
|
39-01478
|
—
|
|
3,003
|
|
—
|
|
—
|
|
—
|
|
|
|
41-02639
|
—
|
|
121
|
|
—
|
|
—
|
|
—
|
|
|
|
41-03931
|
—
|
|
132
|
|
—
|
|
—
|
|
—
|
|
|
|
48-01383
|
1
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
50-00883
|
—
|
|
—
|
|
—
|
|
—
|
|
1
|
|
|
|
51-00036
|
3
|
|
5,741
|
|
1
|
|
1
|
|
—
|
|
|
|
51-00192
|
—
|
|
121
|
|
1
|
|
1
|
|
—
|
|
|
|
51-00195
|
—
|
|
—
|
|
—
|
|
1
|
|
1
|
|
|
|
|
12
|
|
$
|
52,381
|
|
7
|
|
6
|
|
3
|
|
|
•
|
Contests of Citations and Orders - A contest proceeding may be filed with the Commission by operators, miners or miners' representatives to challenge the issuance of a citation or order issued by MSHA.
|
|
•
|
Contests of Proposed Penalties (Petitions for Assessment of Penalties) - A contest of a proposed penalty is an administrative proceeding before the Commission challenging a civil penalty that MSHA has proposed for the alleged violation contained in a citation or order.
|
|
•
|
Complaints for Compensation - A complaint for compensation may be filed with the Commission by miners entitled to compensation when a mine is closed by certain withdrawal orders issued by MSHA. The purpose of the proceeding is to determine the amount of compensation, if any, due miners idled by the orders.
|
|
•
|
Complaints of Discharge, Discrimination or Interference - A discrimination proceeding is a case that involves a miner's allegation that he or she has suffered a wrong by the operator because he or she engaged in some type of activity protected under the Mine Act, such as making a safety complaint.
|
|
•
|
Applications for Temporary Relief - Applications for temporary relief from any modification or termination of any order or from any order issued under section 104 of the Mine Act.
|
|
•
|
Appeals of Judges' Decisions or Orders to the Commission - A filing with the Commission for discretionary review of a judge's decision or order by a person who has been adversely affected or aggrieved by such decision or order.
|
|
MSHA Identification Number
|
Contests of Citations and Orders
|
Contests of Proposed Penalties
|
Complaints for Compensation
|
Complaints of Discharge, Discrimination or Interference
|
Applications for Temporary Relief
|
Appeals of Judges' Decisions or Orders to the Commission
|
||||||
|
10-02089
|
—
|
|
2
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
35-02968
|
1
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
35-03131
|
1
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
35-03581
|
—
|
|
1
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
51-00036
|
1
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
51-00192
|
1
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
4
|
|
3
|
|
—
|
|
—
|
|
—
|
|
—
|
|