☒
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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30-1133956
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer Identification No.)
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Title of each class
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Trading symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $1.00 per share
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MDU
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New York Stock Exchange
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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Part I
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Page
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Item 1A
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Item 1B
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Item 3
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Item 4
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Part II
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Item 5
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Item 6
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Item 7
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Item 7A
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Part II (continued)
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Page
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Item 9
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Item 9A
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Item 9B
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Part III
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Item 10
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Item 11
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Item 12
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Item 13
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Item 14
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Part IV
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Item 15
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Item 16
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The following abbreviations and acronyms used in this Form 10-K are defined below:
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Abbreviation or Acronym
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AFUDC
|
Allowance for funds used during construction
|
Army Corps
|
U.S. Army Corps of Engineers
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ASC
|
FASB Accounting Standards Codification
|
ASU
|
FASB Accounting Standards Update
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Audit Committee
|
Audit Committee of the board of directors of the Company
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Bcf
|
Billion cubic feet
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Big Stone Station
|
475-MW coal-fired electric generating facility near Big Stone City, South Dakota (22.7 percent ownership)
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Brazilian Transmission Lines
|
Company's former investment in companies owning three electric transmission lines in Brazil
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BSSE
|
345-kilovolt transmission line from Ellendale, North Dakota, to Big Stone City, South Dakota (50 percent ownership)
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Btu
|
British thermal unit
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Cascade
|
Cascade Natural Gas Corporation, an indirect wholly owned subsidiary of MDU Energy Capital
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Centennial
|
Centennial Energy Holdings, Inc., a direct wholly owned subsidiary of the Company
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Centennial Capital
|
Centennial Holdings Capital LLC, a direct wholly owned subsidiary of Centennial
|
Centennial's Consolidated EBITDA
|
Centennial's consolidated net income from continuing operations plus the related interest expense, taxes, depreciation, depletion, amortization of intangibles and any non-cash charge relating to asset impairment for the preceding 12-month period
|
Centennial Resources
|
Centennial Energy Resources LLC, a direct wholly owned subsidiary of Centennial
|
CERCLA
|
Comprehensive Environmental Response, Compensation and Liability Act
|
Clean Air Act
|
Federal Clean Air Act
|
Clean Water Act
|
Federal Clean Water Act
|
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
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Coyote Station
|
427-MW coal-fired electric generating facility near Beulah, North Dakota (25 percent ownership)
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CyROC
|
Cyber Risk Oversight Committee
|
Dakota Prairie Refining
|
Dakota Prairie Refining, LLC, a limited liability company previously owned by WBI Energy and Calumet Specialty Products Partners, L.P. (previously included in the Company's refining segment)
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dk
|
Decatherm
|
Dodd-Frank Act
|
Dodd-Frank Wall Street Reform and Consumer Protection Act
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EBITDA
|
Earnings before interest, taxes, depreciation, depletion and amortization
|
EIN
|
Employer Identification Number
|
EPA
|
United States Environmental Protection Agency
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ERISA
|
Employee Retirement Income Security Act of 1974
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ESA
|
Endangered Species Act
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Exchange Act
|
Securities Exchange Act of 1934, as amended
|
FASB
|
Financial Accounting Standards Board
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FERC
|
Federal Energy Regulatory Commission
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Fidelity
|
Fidelity Exploration & Production Company, a direct wholly owned subsidiary of WBI Holdings (previously referred to as the Company's exploration and production segment)
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FIP
|
Funding improvement plan
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GAAP
|
Accounting principles generally accepted in the United States of America
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GHG
|
Greenhouse gas
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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
|
GVTC
|
Generation Verification Test Capacity
|
|
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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.
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IBEW
|
International Brotherhood of Electrical Workers
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ICWU
|
International Chemical Workers Union
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Intermountain
|
Intermountain Gas Company, an indirect wholly owned subsidiary of MDU Energy Capital
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IPUC
|
Idaho Public Utilities Commission
|
Item 8
|
Financial Statements and Supplementary Data
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Knife River
|
Knife River Corporation, a direct wholly owned subsidiary of Centennial
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Knife River - Northwest
|
Knife River Corporation - Northwest, an indirect wholly owned subsidiary of Knife River
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K-Plan
|
Company's 401(k) Retirement Plan
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kW
|
Kilowatts
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kWh
|
Kilowatt-hour
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LIBOR
|
London Inter-bank Offered Rate
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LWG
|
Lower Willamette Group
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MD&A
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
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Mdk
|
Thousand dk
|
MDU Construction Services
|
MDU Construction Services Group, Inc., a direct wholly owned subsidiary of Centennial
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MDU Energy Capital
|
MDU Energy Capital, LLC, a direct wholly owned subsidiary of the Company
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MDUR Newco
|
MDUR Newco, Inc., a public holding company created by implementing the Holding Company Reorganization, now known as the Company
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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
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MEPP
|
Multiemployer pension plan
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MISO
|
Midcontinent Independent System Operator, Inc.
|
MMBtu
|
Million Btu
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MMcf
|
Million cubic feet
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MMdk
|
Million dk
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MNPUC
|
Minnesota Public Utilities Commission
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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
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MPPAA
|
Multiemployer Pension Plan Amendments Act of 1980
|
MTPSC
|
Montana Public Service Commission
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MW
|
Megawatt
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NDPSC
|
North Dakota Public Service Commission
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NERC
|
North American Electric Reliability Corporation
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NGL
|
Natural gas liquids
|
Non-GAAP
|
Not in accordance with GAAP
|
Oil
|
Includes crude oil and condensate
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OPUC
|
Oregon Public Utility Commission
|
PCBs
|
Polychlorinated biphenyls
|
Pronghorn
|
Natural gas processing plant located near Belfield, North Dakota (WBI Energy Midstream's 50 percent ownership interests were sold effective January 1, 2017)
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Proxy Statement
|
Company's 2020 Proxy Statement to be filed no later than April 29, 2020
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PRP
|
Potentially Responsible Party
|
RCRA
|
Resource Conservation and Recovery Act
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RP
|
Rehabilitation plan
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SDPUC
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South Dakota Public Utilities Commission
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SEC
|
United States Securities and Exchange Commission
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Securities Act
|
Securities Act of 1933, as amended
|
Securities Act Industry Guide 7
|
Description of Property by Issuers Engaged or to be Engaged in Significant Mining Operations
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Sheridan System
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A separate electric system owned by Montana-Dakota
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TCJA
|
Tax Cuts and Jobs Act
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Tesoro
|
Tesoro Refining & Marketing Company LLC
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UA
|
United Association of Journeyman and Apprentices of the Plumbing and Pipefitting Industry of the United States and Canada
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VIE
|
Variable interest entity
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Washington DOE
|
Washington State Department of Ecology
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WBI Energy
|
WBI Energy, Inc., a direct wholly owned subsidiary of WBI Holdings
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WBI Energy Midstream
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WBI Energy Midstream, LLC, an indirect wholly owned subsidiary of WBI Holdings
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WBI Energy Transmission
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WBI Energy Transmission, Inc., an indirect wholly owned subsidiary of WBI Holdings
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WBI Holdings
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WBI Holdings, Inc., a direct wholly owned subsidiary of Centennial
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WUTC
|
Washington Utilities and Transportation Commission
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Wygen III
|
100-MW coal-fired electric generating facility near Gillette, Wyoming (25 percent ownership)
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WYPSC
|
Wyoming Public Service Commission
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ZRCs
|
Zonal resource credits - a MW of demand equivalent assigned to generators by MISO for meeting system reliability requirements
|
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•
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At Montana-Dakota and WBI Energy Transmission, 333 and 71 employees, respectively, are represented by the IBEW. Labor contracts with such employees are in effect through April 30, 2021, and March 31, 2022, respectively.
|
•
|
At Cascade, 192 employees are represented by the ICWU. The labor contract with the field operations group is effective through March 31, 2021.
|
•
|
At Intermountain, 127 employees are represented by the UA. Labor contracts with such employees are in effect through March 31, 2023.
|
•
|
Knife River operates under 42 labor contracts that represent 681 of its construction materials and contracting employees. Knife River is in negotiations on six of its labor contracts.
|
•
|
MDU Construction Services has 107 labor contracts representing the majority of its employees. MDU Construction Services is in negotiations on four of its labor contracts.
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2019
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2018
|
2017
|
||||||||||||
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Customers
Served
|
|
Revenues
|
|
Customers
Served
|
|
Revenues
|
|
Customers
Served |
|
Revenues
|
|
|||
|
(Dollars in thousands)
|
||||||||||||||
Residential
|
118,563
|
|
$
|
125,614
|
|
118,426
|
|
$
|
126,173
|
|
118,379
|
|
$
|
121,171
|
|
Commercial
|
22,948
|
|
142,062
|
|
22,756
|
|
141,961
|
|
22,764
|
|
140,856
|
|
|||
Industrial
|
234
|
|
37,790
|
|
236
|
|
36,081
|
|
242
|
|
34,417
|
|
|||
Other
|
1,601
|
|
7,454
|
|
1,604
|
|
7,882
|
|
1,516
|
|
8,275
|
|
|||
|
143,346
|
|
$
|
312,920
|
|
143,022
|
|
$
|
312,097
|
|
142,901
|
|
$
|
304,719
|
|
|
|
|
2019
|
|
2018
|
|
2017
|
|
North Dakota
|
65
|
%
|
66
|
%
|
66
|
%
|
Montana
|
22
|
%
|
20
|
%
|
20
|
%
|
Wyoming
|
8
|
%
|
9
|
%
|
9
|
%
|
South Dakota
|
5
|
%
|
5
|
%
|
5
|
%
|
|
|
Generating Station
|
Type
|
Nameplate Rating (kW)
|
|
2019 ZRCs
|
|
(a)
|
2019 Net Generation (kWh in thousands)
|
|
Interconnected System:
|
|
|
|
|
|
|||
North Dakota:
|
|
|
|
|
|
|||
Coyote (b)
|
Steam
|
103,647
|
|
90.9
|
|
|
501,394
|
|
Heskett
|
Steam
|
86,000
|
|
86.9
|
|
|
438,726
|
|
Heskett
|
Combustion Turbine
|
89,038
|
|
65.2
|
|
|
1,900
|
|
Glen Ullin
|
Heat Recovery
|
7,500
|
|
4.8
|
|
|
42,276
|
|
Cedar Hills
|
Wind
|
19,500
|
|
4.6
|
|
|
51,845
|
|
Diesel Units
|
Oil
|
3,650
|
|
3.8
|
|
|
4
|
|
Thunder Spirit
|
Wind
|
155,500
|
|
29.3
|
|
|
548,180
|
|
South Dakota:
|
|
|
|
|
|
|||
Big Stone (b)
|
Steam
|
94,111
|
|
105.8
|
|
|
656,783
|
|
Montana:
|
|
|
|
|
|
|||
Lewis & Clark
|
Steam
|
44,000
|
|
41.4
|
|
|
261,457
|
|
Lewis & Clark
|
Reciprocating Internal Combustion Engine
|
18,700
|
|
17.6
|
|
|
3,673
|
|
Glendive
|
Combustion Turbine
|
75,522
|
|
70.8
|
|
|
2,702
|
|
Miles City
|
Combustion Turbine
|
23,150
|
|
21.6
|
|
|
352
|
|
Diamond Willow
|
Wind
|
30,000
|
|
6.3
|
|
|
95,224
|
|
|
|
750,318
|
|
549.0
|
|
|
2,604,516
|
|
Sheridan System:
|
|
|
|
|
|
|
|
|
Wyoming:
|
|
|
|
|
|
|
||
Wygen III (b)
|
Steam
|
28,000
|
|
N/A
|
|
|
188,254
|
|
|
|
778,318
|
|
549.0
|
|
|
2,792,770
|
|
(a)
|
Interconnected system only. MISO requires generators to obtain their summer capability through the GVTC. The GVTC is then converted to ZRCs by applying each generator's forced outage factor against its GVTC. Wind generator's ZRCs are calculated based on a wind capacity study performed annually by MISO. ZRCs are used to meet supply obligations within MISO.
|
(b)
|
Reflects Montana-Dakota's ownership interest.
|
|
Years ended December 31,
|
2019
|
|
2018
|
|
2017
|
|
|||
Average cost of coal per MMBtu
|
$
|
2.15
|
|
$
|
2.00
|
|
$
|
2.07
|
|
Average cost of coal per ton
|
$
|
31.36
|
|
$
|
29.08
|
|
$
|
30.04
|
|
|
|
|
|
|
2019
|
2018
|
2017
|
||||||||||||
|
Customers
Served
|
|
Revenues
|
|
Customers
Served
|
|
Revenues
|
|
Customers
Served
|
|
Revenues
|
|
|||
|
(Dollars in thousands)
|
||||||||||||||
Residential
|
868,821
|
|
$
|
479,673
|
|
850,595
|
|
$
|
464,697
|
|
833,255
|
|
$
|
477,699
|
|
Commercial
|
107,741
|
|
293,201
|
|
106,297
|
|
279,566
|
|
104,795
|
|
283,899
|
|
|||
Industrial
|
906
|
|
26,570
|
|
835
|
|
24,555
|
|
817
|
|
24,030
|
|
|||
|
977,468
|
|
$
|
799,444
|
|
957,727
|
|
$
|
768,818
|
|
938,867
|
|
$
|
785,628
|
|
|
2019
|
|
2018
|
|
2017
|
|
Idaho
|
29
|
%
|
30
|
%
|
33
|
%
|
Washington
|
28
|
%
|
26
|
%
|
26
|
%
|
North Dakota
|
15
|
%
|
15
|
%
|
13
|
%
|
Montana
|
9
|
%
|
9
|
%
|
9
|
%
|
Oregon
|
8
|
%
|
8
|
%
|
8
|
%
|
South Dakota
|
6
|
%
|
7
|
%
|
6
|
%
|
Minnesota
|
3
|
%
|
3
|
%
|
3
|
%
|
Wyoming
|
2
|
%
|
2
|
%
|
2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Number of Sites
(Crushed Stone)
|
|
Number of Sites
(Sand & Gravel)
|
|
Tons Sold (000's)
|
Estimated Reserves
(000's tons)
|
|
Lease Expiration
|
Reserve
Life
(years)
|
|
|
|||||||||||
Production Area
|
owned
|
|
leased
|
|
|
owned
|
|
leased
|
|
|
2019
|
|
2018
|
|
2017
|
|
|
|||||
Anchorage, AK
|
—
|
|
—
|
|
|
1
|
|
—
|
|
|
868
|
|
725
|
|
1,425
|
|
15,179
|
|
N/A
|
15
|
|
|
Hawaii
|
—
|
|
6
|
|
|
—
|
|
—
|
|
|
1,680
|
|
1,734
|
|
1,614
|
|
47,979
|
|
2020-2064
|
29
|
|
|
Northern CA
|
—
|
|
—
|
|
|
8
|
|
1
|
|
|
1,901
|
|
1,798
|
|
1,785
|
|
40,768
|
|
2028
|
22
|
|
|
Southern CA
|
—
|
|
2
|
|
|
—
|
|
—
|
|
|
292
|
|
356
|
|
55
|
|
90,910
|
|
2035
|
Over 100
|
|
|
Portland, OR
|
2
|
|
4
|
|
|
5
|
|
3
|
|
|
4,868
|
|
5,402
|
|
4,694
|
|
204,583
|
|
2025-2055
|
41
|
|
|
Eugene, OR
|
3
|
|
4
|
|
|
6
|
|
—
|
|
|
1,205
|
|
743
|
|
633
|
|
158,558
|
|
2021-2049
|
Over 100
|
|
|
Central OR/WA/ID
|
—
|
|
1
|
|
|
9
|
|
2
|
|
|
2,700
|
|
2,362
|
|
2,160
|
|
85,181
|
|
2028-2077
|
35
|
|
|
Southwest OR
|
5
|
|
5
|
|
|
10
|
|
6
|
|
|
1,932
|
|
2,395
|
|
2,367
|
|
107,098
|
|
2020-2053
|
48
|
|
|
Central MT
|
—
|
|
—
|
|
|
3
|
|
1
|
|
|
822
|
|
1,081
|
|
1,065
|
|
14,417
|
|
2023
|
15
|
|
|
Northwest MT
|
—
|
|
—
|
|
|
9
|
|
1
|
|
|
2,084
|
|
1,965
|
|
1,745
|
|
61,098
|
|
2020
|
32
|
|
|
Wyoming
|
—
|
|
—
|
|
|
—
|
|
2
|
|
|
837
|
|
626
|
|
613
|
|
8,762
|
|
2020-2026
|
13
|
|
|
Central MN
|
1
|
|
1
|
|
|
41
|
|
7
|
|
|
3,477
|
|
2,890
|
|
2,773
|
|
62,381
|
|
2020-2028
|
20
|
|
*
|
Northern MN
|
2
|
|
—
|
|
|
14
|
|
2
|
|
|
330
|
|
369
|
|
270
|
|
20,555
|
|
2020-2021
|
64
|
|
|
ND/SD
|
1
|
|
—
|
|
|
2
|
|
29
|
|
|
3,747
|
|
1,506
|
|
1,100
|
|
70,921
|
|
2020-2031
|
33
|
|
*
|
Texas
|
1
|
|
2
|
|
|
4
|
|
—
|
|
|
1,378
|
|
1,094
|
|
1,192
|
|
65,796
|
|
2022-2029
|
54
|
|
|
Sales from other sources
|
|
|
|
|
|
|
4,193
|
|
4,749
|
|
4,722
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
32,314
|
|
29,795
|
|
28,213
|
|
1,054,186
|
|
|
|
|
*
|
Includes estimate of three-year average sales for acquired reserves.
|
|
|
2019
|
|
2018
|
|
2017
|
|
|
|
(000's of tons)
|
|
|
||
Aggregate reserves:
|
|
|
|
|||
Beginning of year
|
1,014,431
|
|
965,036
|
|
989,084
|
|
Acquisitions (a)
|
71,157
|
|
81,004
|
|
2,726
|
|
Sales volumes (b)
|
(28,121
|
)
|
(25,046
|
)
|
(23,491
|
)
|
Other (c)
|
(3,281
|
)
|
(6,563
|
)
|
(3,283
|
)
|
End of year
|
1,054,186
|
|
1,014,431
|
|
965,036
|
|
(a)
|
Includes reserves from acquisitions of businesses.
|
(b)
|
Excludes sales from other sources.
|
(c)
|
Includes property sales, revisions of previous estimates and expiring leases.
|
|
|
|
|
|
|
2019
|
|
2018
|
|
2017
|
|
|||
|
(In millions)
|
||||||||
Inside specialty contracting
|
$
|
908
|
|
$
|
814
|
|
$
|
625
|
|
Outside specialty contracting
|
236
|
|
125
|
|
83
|
|
|||
|
$
|
1,144
|
|
$
|
939
|
|
$
|
708
|
|
|
|
|
|
•
|
A significant economic downturn.
|
•
|
The financial distress of unrelated industry leaders in the same line of business.
|
•
|
Deterioration in capital market conditions.
|
•
|
Turmoil in the financial services industry.
|
•
|
Volatility in commodity prices.
|
•
|
Terrorist attacks.
|
•
|
Cyberattacks.
|
|
|
|
|
|
|
|
|
|
|
|
|
•
|
Supply Chain/Insider Threat/Third-Party Authorized Access;
|
•
|
Industry access to timely information on threats and vulnerabilities;
|
•
|
Cloud/Managed Security Service Providers;
|
•
|
Adequacy of security controls; and
|
•
|
Internal network monitoring and detection.
|
•
|
Acquisition, disposal and impairments of assets or facilities.
|
•
|
Changes in operation, performance and construction of plant facilities or other assets.
|
•
|
Changes in present or prospective generation.
|
•
|
The availability of economic expansion or development opportunities.
|
•
|
Population decline and demographic patterns.
|
•
|
Economic and social impacts of epidemics.
|
•
|
Market demand for, available supplies of, and/or costs of, energy- and construction-related products and services.
|
•
|
The cyclical nature of large construction projects at certain operations.
|
•
|
Unanticipated project delays or changes in project costs, including related energy costs.
|
•
|
Unanticipated changes in operating expenses or capital expenditures.
|
•
|
Labor negotiations or disputes.
|
|
|
•
|
Inability of the contract counterparties to meet their contractual obligations.
|
•
|
Changes in accounting principles and/or the application of such principles to the Company.
|
•
|
Changes in technology.
|
•
|
Changes in legal or regulatory proceedings.
|
•
|
Losses or costs relating to litigation.
|
•
|
The inability to effectively integrate the operations and the internal controls of acquired companies.
|
|
|
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)
|
|
October 1 through October 31, 2019
|
—
|
|
—
|
|
—
|
|
—
|
|
November 1 through November 30, 2019
|
41,644
|
|
$29.16
|
—
|
|
—
|
|
|
December 1 through December 31, 2019
|
—
|
|
—
|
|
—
|
|
—
|
|
Total
|
41,644
|
|
|
—
|
|
—
|
|
(1)
|
Represents shares of common stock purchased on the open market in connection with annual stock grants made to the Company's non-employee directors.
|
(2)
|
Not applicable. The Company does not currently have in place any publicly announced plans or programs to purchase equity securities.
|
|
|
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
||||||
Selected Financial Data
|
|
|
|
|
|
|
||||||||||||
Operating revenues (000's):
|
|
|
|
|
|
|
||||||||||||
Electric
|
$
|
351,725
|
|
$
|
335,123
|
|
$
|
342,805
|
|
$
|
322,356
|
|
$
|
280,615
|
|
$
|
277,874
|
|
Natural gas distribution
|
865,222
|
|
823,247
|
|
848,388
|
|
766,115
|
|
817,419
|
|
921,986
|
|
||||||
Pipeline and midstream
|
140,444
|
|
128,923
|
|
122,213
|
|
141,602
|
|
154,904
|
|
157,292
|
|
||||||
Construction materials and contracting
|
2,190,717
|
|
1,925,854
|
|
1,812,529
|
|
1,874,270
|
|
1,904,282
|
|
1,765,330
|
|
||||||
Construction services
|
1,849,266
|
|
1,371,453
|
|
1,367,602
|
|
1,073,272
|
|
926,427
|
|
1,119,529
|
|
||||||
Other
|
16,551
|
|
11,259
|
|
7,874
|
|
8,643
|
|
9,191
|
|
9,364
|
|
||||||
Intersegment eliminations
|
(77,149
|
)
|
(64,307
|
)
|
(58,060
|
)
|
(57,430
|
)
|
(78,786
|
)
|
(136,302
|
)
|
||||||
|
$
|
5,336,776
|
|
$
|
4,531,552
|
|
$
|
4,443,351
|
|
$
|
4,128,828
|
|
$
|
4,014,052
|
|
$
|
4,115,073
|
|
Operating income (loss) (000's):
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Electric
|
$
|
64,039
|
|
$
|
65,148
|
|
$
|
79,902
|
|
$
|
67,929
|
|
$
|
59,915
|
|
$
|
61,515
|
|
Natural gas distribution
|
69,188
|
|
72,336
|
|
84,239
|
|
66,166
|
|
54,974
|
|
68,185
|
|
||||||
Pipeline and midstream
|
42,796
|
|
36,128
|
|
36,004
|
|
42,864
|
|
30,218
|
|
46,500
|
|
||||||
Construction materials and contracting
|
179,955
|
|
141,426
|
|
143,230
|
|
178,753
|
|
148,312
|
|
87,243
|
|
||||||
Construction services
|
126,426
|
|
86,764
|
|
81,292
|
|
53,546
|
|
43,678
|
|
82,408
|
|
||||||
Other
|
(1,184
|
)
|
(79
|
)
|
(619
|
)
|
(349
|
)
|
(8,414
|
)
|
(5,370
|
)
|
||||||
Intersegment eliminations
|
—
|
|
—
|
|
—
|
|
—
|
|
(2,942
|
)
|
(9,900
|
)
|
||||||
|
$
|
481,220
|
|
$
|
401,723
|
|
$
|
424,048
|
|
$
|
408,909
|
|
$
|
325,741
|
|
$
|
330,581
|
|
Earnings (loss) on common stock (000's):
|
|
|
|
|
|
|
|
|
|
|
||||||||
Electric
|
$
|
54,763
|
|
$
|
47,000
|
|
$
|
49,366
|
|
$
|
42,222
|
|
$
|
35,914
|
|
$
|
36,731
|
|
Natural gas distribution
|
39,517
|
|
37,732
|
|
32,225
|
|
27,102
|
|
23,607
|
|
30,484
|
|
||||||
Pipeline and midstream
|
29,603
|
|
28,459
|
|
20,493
|
|
23,435
|
|
13,250
|
|
24,666
|
|
||||||
Construction materials and contracting
|
120,371
|
|
92,647
|
|
123,398
|
|
102,687
|
|
89,096
|
|
51,510
|
|
||||||
Construction services
|
92,998
|
|
64,309
|
|
53,306
|
|
33,945
|
|
23,762
|
|
54,432
|
|
||||||
Other
|
(2,086
|
)
|
(761
|
)
|
(1,422
|
)
|
(3,231
|
)
|
(14,941
|
)
|
(7,386
|
)
|
||||||
Intersegment eliminations
|
—
|
|
—
|
|
6,849
|
|
6,251
|
|
5,016
|
|
(6,095
|
)
|
||||||
Earnings on common stock before income (loss) from discontinued operations
|
335,166
|
|
269,386
|
|
284,215
|
|
232,411
|
|
175,704
|
|
184,342
|
|
||||||
Income (loss) from discontinued operations, net of tax*
|
287
|
|
2,932
|
|
(3,783
|
)
|
(300,354
|
)
|
(834,080
|
)
|
109,311
|
|
||||||
Loss from discontinued operations attributable to noncontrolling interest
|
—
|
|
—
|
|
—
|
|
(131,691
|
)
|
(35,256
|
)
|
(3,895
|
)
|
||||||
|
$
|
335,453
|
|
$
|
272,318
|
|
$
|
280,432
|
|
$
|
63,748
|
|
$
|
(623,120
|
)
|
$
|
297,548
|
|
Earnings per common share before discontinued operations - diluted
|
$
|
1.69
|
|
$
|
1.38
|
|
$
|
1.45
|
|
$
|
1.19
|
|
$
|
.90
|
|
$
|
.96
|
|
Discontinued operations attributable to the Company, net of tax
|
—
|
|
.01
|
|
(.02
|
)
|
(.86
|
)
|
(4.10
|
)
|
.59
|
|
||||||
|
$
|
1.69
|
|
$
|
1.39
|
|
$
|
1.43
|
|
$
|
.33
|
|
$
|
(3.20
|
)
|
$
|
1.55
|
|
Common Stock Statistics
|
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding -diluted (000's)
|
198,626
|
|
196,150
|
|
195,687
|
|
195,618
|
|
194,986
|
|
192,587
|
|
||||||
Dividends declared per common share
|
$
|
.8150
|
|
$
|
.7950
|
|
$
|
.7750
|
|
$
|
.7550
|
|
$
|
.7350
|
|
$
|
.7150
|
|
Book value per common share
|
$
|
14.21
|
|
$
|
13.09
|
|
$
|
12.44
|
|
$
|
11.78
|
|
$
|
12.83
|
|
$
|
16.66
|
|
Market price per common share (year end)
|
$
|
29.71
|
|
$
|
23.84
|
|
$
|
26.88
|
|
$
|
28.77
|
|
$
|
18.32
|
|
$
|
23.50
|
|
Market price ratios:
|
|
|
|
|
|
|
|
|
|
|||||||||
Dividend payout**
|
48
|
%
|
58
|
%
|
53
|
%
|
63
|
%
|
82
|
%
|
74
|
%
|
||||||
Yield
|
2.8
|
%
|
3.4
|
%
|
2.9
|
%
|
2.7
|
%
|
4.1
|
%
|
3.1
|
%
|
||||||
Market value as a percent of book value
|
209.1
|
%
|
182.1
|
%
|
216.1
|
%
|
244.2
|
%
|
142.8
|
%
|
141.1
|
%
|
*
|
Reflects oil and natural gas properties noncash write-downs of $315.3 million (after tax) in 2015 and fair value impairments of assets held for sale of $157.8 million (after tax) and $475.4 million (after tax) in 2016 and 2015, respectively.
|
**
|
Based on continuing operations.
|
|
|
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
||||||
General
|
|
|
|
|
|
|
||||||||||||
Total assets (000's)
|
$
|
7,683,059
|
|
$
|
6,988,110
|
|
$
|
6,334,666
|
|
$
|
6,284,467
|
|
$
|
6,565,154
|
|
$
|
7,805,405
|
|
Total long-term debt (000's)
|
$
|
2,243,107
|
|
$
|
2,108,695
|
|
$
|
1,714,853
|
|
$
|
1,790,159
|
|
$
|
1,796,163
|
|
$
|
2,016,198
|
|
Capitalization ratios:
|
|
|
|
|
|
|
||||||||||||
Total equity
|
56
|
%
|
55
|
%
|
59
|
%
|
56
|
%
|
58
|
%
|
62
|
%
|
||||||
Total debt
|
44
|
|
45
|
|
41
|
|
44
|
|
42
|
|
38
|
|
||||||
|
100
|
%
|
100
|
%
|
100
|
%
|
100
|
%
|
100
|
%
|
100
|
%
|
||||||
Electric
|
|
|
|
|
|
|
||||||||||||
Retail sales (thousand kWh)
|
3,314,307
|
|
3,354,401
|
|
3,306,470
|
|
3,258,537
|
|
3,316,017
|
|
3,308,358
|
|
||||||
Electric system summer and firm purchase contract ZRCs (Interconnected system)
|
591.3
|
|
574.5
|
|
553.1
|
|
559.7
|
|
547.3
|
|
584.0
|
|
||||||
Electric system peak demand obligation, including firm purchase contracts, planning reserve margin requirement (Interconnected system)
|
537.2
|
|
537.2
|
|
530.2
|
|
559.7
|
|
547.3
|
|
522.4
|
|
||||||
All-time demand peak - kW (Interconnected system)
|
611,542
|
|
611,542
|
|
611,542
|
|
611,542
|
|
611,542
|
|
582,083
|
|
||||||
Electricity produced (thousand kWh)
|
2,792,770
|
|
2,840,353
|
|
2,630,640
|
|
2,626,763
|
|
1,898,160
|
|
2,519,938
|
|
||||||
Electricity purchased (thousand kWh)
|
891,539
|
|
831,039
|
|
955,687
|
|
904,702
|
|
1,658,002
|
|
1,010,422
|
|
||||||
Average cost of electric fuel and purchased power per kWh
|
$
|
.023
|
|
$
|
.022
|
|
$
|
.022
|
|
$
|
.021
|
|
$
|
.024
|
|
$
|
.025
|
|
Natural Gas Distribution
|
|
|
|
|
|
|
|
|
|
|||||||||
Retail sales (Mdk)
|
123,675
|
|
112,566
|
|
112,551
|
|
99,296
|
|
95,559
|
|
104,297
|
|
||||||
Transportation sales (Mdk)
|
166,077
|
|
149,497
|
|
144,477
|
|
147,592
|
|
154,225
|
|
145,941
|
|
||||||
Pipeline and Midstream
|
|
|
|
|
|
|
|
|
|
|||||||||
Transportation (Mdk)
|
429,660
|
|
351,498
|
|
312,520
|
|
285,254
|
|
290,494
|
|
233,483
|
|
||||||
Gathering (Mdk)
|
13,900
|
|
14,882
|
|
16,064
|
|
20,049
|
|
33,441
|
|
38,372
|
|
||||||
Customer natural gas storage balance (Mdk)
|
16,223
|
|
13,928
|
|
22,397
|
|
26,403
|
|
16,600
|
|
14,885
|
|
||||||
Construction Materials and Contracting
|
|
|
|
|
|
|
|
|
|
|||||||||
Sales (000's):
|
|
|
|
|
|
|
||||||||||||
Aggregates (tons)
|
32,314
|
|
29,795
|
|
28,213
|
|
27,580
|
|
26,959
|
|
25,827
|
|
||||||
Asphalt (tons)
|
6,707
|
|
6,838
|
|
6,237
|
|
7,203
|
|
6,705
|
|
6,070
|
|
||||||
Ready-mixed concrete (cubic yards)
|
4,123
|
|
3,518
|
|
3,548
|
|
3,655
|
|
3,592
|
|
3,460
|
|
||||||
Aggregate reserves (000's tons)
|
1,054,186
|
|
1,014,431
|
|
965,036
|
|
989,084
|
|
1,022,513
|
|
1,061,156
|
|
|
|
Years ended December 31,
|
2019
|
|
2018
|
|
2017
|
|
|||
|
(In millions, except per share amounts)
|
||||||||
Electric
|
$
|
54.8
|
|
$
|
47.0
|
|
$
|
49.4
|
|
Natural gas distribution
|
39.5
|
|
37.7
|
|
32.2
|
|
|||
Pipeline and midstream
|
29.6
|
|
28.5
|
|
20.5
|
|
|||
Construction materials and contracting
|
120.4
|
|
92.6
|
|
123.4
|
|
|||
Construction services
|
93.0
|
|
64.3
|
|
53.3
|
|
|||
Other
|
(2.1
|
)
|
(.7
|
)
|
(1.5
|
)
|
|||
Intersegment eliminations
|
—
|
|
—
|
|
6.9
|
|
|||
Earnings before discontinued operations
|
335.2
|
|
269.4
|
|
284.2
|
|
|||
Income (loss) from discontinued operations, net of tax
|
.3
|
|
2.9
|
|
(3.8
|
)
|
|||
Earnings on common stock
|
$
|
335.5
|
|
$
|
272.3
|
|
$
|
280.4
|
|
Earnings per common share - basic:
|
|
|
|
||||||
Earnings before discontinued operations
|
$
|
1.69
|
|
$
|
1.38
|
|
$
|
1.46
|
|
Discontinued operations, net of tax
|
—
|
|
.01
|
|
(.02
|
)
|
|||
Earnings per common share - basic
|
$
|
1.69
|
|
$
|
1.39
|
|
$
|
1.44
|
|
Earnings per common share - diluted:
|
|
|
|
||||||
Earnings before discontinued operations
|
$
|
1.69
|
|
$
|
1.38
|
|
$
|
1.45
|
|
Discontinued operations, net of tax
|
—
|
|
.01
|
|
(.02
|
)
|
|||
Earnings per common share - diluted
|
$
|
1.69
|
|
$
|
1.39
|
|
$
|
1.43
|
|
|
|
|
|
Years ended December 31,
|
2019
|
|
2018
|
|
2017
|
|
|||
|
(Dollars in millions, where applicable)
|
||||||||
Operating revenues
|
$
|
351.7
|
|
$
|
335.1
|
|
$
|
342.8
|
|
Electric fuel and purchased power
|
86.6
|
|
80.7
|
|
78.7
|
|
|||
Taxes, other than income
|
.6
|
|
.7
|
|
.8
|
|
|||
Adjusted gross margin
|
264.5
|
|
253.7
|
|
263.3
|
|
|||
Operating expenses:
|
|
|
|
|
|||||
Operation and maintenance
|
125.7
|
|
123.0
|
|
122.2
|
|
|||
Depreciation, depletion and amortization
|
58.7
|
|
51.0
|
|
47.7
|
|
|||
Taxes, other than income
|
16.1
|
|
14.5
|
|
13.5
|
|
|||
Total operating expenses
|
200.5
|
|
188.5
|
|
183.4
|
|
|||
Operating income
|
64.0
|
|
65.2
|
|
79.9
|
|
|||
Other income
|
3.4
|
|
1.2
|
|
3.2
|
|
|||
Interest expense
|
25.3
|
|
25.9
|
|
25.4
|
|
|||
Income before income taxes
|
42.1
|
|
40.5
|
|
57.7
|
|
|||
Income taxes
|
(12.7
|
)
|
(6.5
|
)
|
7.7
|
|
|||
Net income
|
54.8
|
|
47.0
|
|
50.0
|
|
|||
Loss/dividends on preferred stock
|
—
|
|
—
|
|
.6
|
|
|||
Earnings
|
$
|
54.8
|
|
$
|
47.0
|
|
$
|
49.4
|
|
Retail sales (million kWh):
|
|
|
|
||||||
Residential
|
1,177.9
|
|
1,196.6
|
|
1,153.5
|
|
|||
Commercial
|
1,499.9
|
|
1,513.9
|
|
1,513.1
|
|
|||
Industrial
|
549.4
|
|
551.0
|
|
539.9
|
|
|||
Other
|
87.1
|
|
92.9
|
|
100.0
|
|
|||
|
3,314.3
|
|
3,354.4
|
|
3,306.5
|
|
|||
Average cost of electric fuel and purchased power per kWh
|
$
|
.023
|
|
$
|
.022
|
|
$
|
.022
|
|
|
|
|
|
Years ended December 31,
|
2019
|
|
2018
|
|
2017
|
|
|||
|
(Dollars in millions, where applicable)
|
||||||||
Operating revenues
|
$
|
865.2
|
|
$
|
823.2
|
|
$
|
848.4
|
|
Purchased natural gas sold
|
477.6
|
|
454.8
|
|
479.9
|
|
|||
Taxes, other than income
|
30.3
|
|
28.5
|
|
30.0
|
|
|||
Adjusted gross margin
|
357.3
|
|
339.9
|
|
338.5
|
|
|||
Operating expenses:
|
|
|
|
||||||
Operation and maintenance
|
185.0
|
|
173.4
|
|
164.3
|
|
|||
Depreciation, depletion and amortization
|
79.6
|
|
72.5
|
|
69.4
|
|
|||
Taxes, other than income
|
23.5
|
|
21.7
|
|
20.5
|
|
|||
Total operating expenses
|
288.1
|
|
267.6
|
|
254.2
|
|
|||
Operating income
|
69.2
|
|
72.3
|
|
84.3
|
|
|||
Other income
|
7.2
|
|
.2
|
|
2.0
|
|
|||
Interest expense
|
35.5
|
|
30.7
|
|
31.2
|
|
|||
Income before income taxes
|
40.9
|
|
41.8
|
|
55.1
|
|
|||
Income taxes
|
1.4
|
|
4.1
|
|
22.8
|
|
|||
Net income
|
39.5
|
|
37.7
|
|
32.3
|
|
|||
Loss/dividends on preferred stock
|
—
|
|
—
|
|
.1
|
|
|||
Earnings
|
$
|
39.5
|
|
$
|
37.7
|
|
$
|
32.2
|
|
Volumes (MMdk)
|
|
|
|
||||||
Retail sales:
|
|
|
|
||||||
Residential
|
69.4
|
|
63.7
|
|
63.6
|
|
|||
Commercial
|
49.1
|
|
44.4
|
|
44.3
|
|
|||
Industrial
|
5.2
|
|
4.5
|
|
4.6
|
|
|||
|
123.7
|
|
112.6
|
|
112.5
|
|
|||
Transportation sales:
|
|
|
|
||||||
Commercial
|
2.2
|
|
2.2
|
|
2.0
|
|
|||
Industrial
|
163.9
|
|
147.3
|
|
142.5
|
|
|||
|
166.1
|
|
149.5
|
|
144.5
|
|
|||
Total throughput
|
289.8
|
|
262.1
|
|
257.0
|
|
|||
Average cost of natural gas per dk
|
$
|
3.86
|
|
$
|
4.04
|
|
$
|
4.26
|
|
|
|
|
|
•
|
In November 2019, Phase I of the Line Section 22 Expansion project in the Billings, Montana, area increased capacity by 14.3 MMcf per day.
|
•
|
In September 2019, the Demicks Lake project in McKenzie County, North Dakota, increased capacity by 175 MMcf per day.
|
•
|
In November 2018, the Valley Expansion project in eastern North Dakota and far western Minnesota increased capacity by 40 MMcf per day.
|
•
|
In September 2018, the Line Section 27 Expansion project in the Bakken area of northwestern North Dakota increased capacity by over 200 MMcf per day and brought the total capacity of Line Section 27 to over 600 MMcf per day.
|
|
|
Years ended December 31,
|
2019
|
|
2018
|
|
2017
|
|
|||
|
(Dollars in millions)
|
||||||||
Operating revenues
|
$
|
140.4
|
|
$
|
128.9
|
|
$
|
122.2
|
|
Operating expenses:
|
|
|
|
||||||
Operation and maintenance
|
63.1
|
|
62.2
|
|
56.9
|
|
|||
Depreciation, depletion and amortization
|
21.2
|
|
17.9
|
|
16.8
|
|
|||
Taxes, other than income
|
13.3
|
|
12.7
|
|
12.5
|
|
|||
Total operating expenses
|
97.6
|
|
92.8
|
|
86.2
|
|
|||
Operating income
|
42.8
|
|
36.1
|
|
36.0
|
|
|||
Other income
|
1.2
|
|
1.0
|
|
1.8
|
|
|||
Interest expense
|
7.2
|
|
5.9
|
|
5.0
|
|
|||
Income before income taxes
|
36.8
|
|
31.2
|
|
32.8
|
|
|||
Income taxes
|
7.2
|
|
2.7
|
|
12.3
|
|
|||
Net income
|
$
|
29.6
|
|
$
|
28.5
|
|
$
|
20.5
|
|
Transportation volumes (MMdk)
|
429.7
|
|
351.5
|
|
312.5
|
|
|||
Natural gas gathering volumes (MMdk)
|
13.9
|
|
14.9
|
|
16.1
|
|
|||
Customer natural gas storage balance (MMdk):
|
|
|
|
||||||
Beginning of period
|
13.9
|
|
22.4
|
|
26.4
|
|
|||
Net injection (withdrawal)
|
2.3
|
|
(8.5
|
)
|
(4.0
|
)
|
|||
End of period
|
16.2
|
|
13.9
|
|
22.4
|
|
|
|
|
|
Years ended December 31,
|
2019
|
|
2018
|
|
2017
|
|
|||
|
(Dollars in millions)
|
||||||||
Operating revenues
|
$
|
2,190.7
|
|
$
|
1,925.9
|
|
$
|
1,812.5
|
|
Cost of sales:
|
|
|
|
||||||
Operation and maintenance
|
1,798.3
|
|
1,601.7
|
|
1,500.1
|
|
|||
Depreciation, depletion and amortization
|
74.3
|
|
59.0
|
|
52.5
|
|
|||
Taxes, other than income
|
44.1
|
|
39.7
|
|
38.0
|
|
|||
Total cost of sales
|
1,916.7
|
|
1,700.4
|
|
1,590.6
|
|
|||
Gross margin
|
274.0
|
|
225.5
|
|
221.9
|
|
|||
Selling, general and administrative expense:
|
|
|
|
||||||
Operation and maintenance
|
86.3
|
|
77.6
|
|
71.5
|
|
|||
Depreciation, depletion and amortization
|
3.1
|
|
2.2
|
|
3.4
|
|
|||
Taxes, other than income
|
4.6
|
|
4.3
|
|
3.8
|
|
|||
Total selling, general and administrative expense
|
94.0
|
|
84.1
|
|
78.7
|
|
|||
Operating income
|
180.0
|
|
141.4
|
|
143.2
|
|
|||
Other income (expense)
|
1.6
|
|
(3.1
|
)
|
.4
|
|
|||
Interest expense
|
23.8
|
|
17.3
|
|
14.8
|
|
|||
Income before income taxes
|
157.8
|
|
121.0
|
|
128.8
|
|
|||
Income taxes
|
37.4
|
|
28.4
|
|
5.4
|
|
|||
Net income
|
$
|
120.4
|
|
$
|
92.6
|
|
$
|
123.4
|
|
Sales (000's):
|
|
|
|
||||||
Aggregates (tons)
|
32,314
|
|
29,795
|
|
28,213
|
|
|||
Asphalt (tons)
|
6,707
|
|
6,838
|
|
6,237
|
|
|||
Ready-mixed concrete (cubic yards)
|
4,123
|
|
3,518
|
|
3,548
|
|
|
|
|
|
Years ended December 31,
|
2019
|
|
2018
|
|
2017
|
|
|||
|
(In millions)
|
||||||||
Operating revenues
|
$
|
1,849.3
|
|
$
|
1,371.5
|
|
$
|
1,367.6
|
|
Cost of sales:
|
|
|
|
||||||
Operation and maintenance
|
1,555.4
|
|
1,150.4
|
|
1,153.9
|
|
|||
Depreciation, depletion and amortization
|
15.0
|
|
14.3
|
|
14.2
|
|
|||
Taxes, other than income
|
58.8
|
|
42.0
|
|
43.4
|
|
|||
Total cost of sales
|
1,629.2
|
|
1,206.7
|
|
1,211.5
|
|
|||
Gross margin
|
220.1
|
|
164.8
|
|
156.1
|
|
|||
Selling, general and administrative expense:
|
|
|
|
||||||
Operation and maintenance
|
87.0
|
|
72.2
|
|
69.3
|
|
|||
Depreciation, depletion and amortization
|
2.0
|
|
1.4
|
|
1.5
|
|
|||
Taxes, other than income
|
4.7
|
|
4.4
|
|
4.0
|
|
|||
Total selling, general and administrative expense
|
93.7
|
|
78.0
|
|
74.8
|
|
|||
Operating income
|
126.4
|
|
86.8
|
|
81.3
|
|
|||
Other income
|
1.9
|
|
1.1
|
|
1.3
|
|
|||
Interest expense
|
5.3
|
|
3.6
|
|
3.7
|
|
|||
Income before income taxes
|
123.0
|
|
84.3
|
|
78.9
|
|
|||
Income taxes
|
30.0
|
|
20.0
|
|
25.6
|
|
|||
Net income
|
$
|
93.0
|
|
$
|
64.3
|
|
$
|
53.3
|
|
|
|
Years ended December 31,
|
2019
|
|
2018
|
|
2017
|
|
|||
|
(In millions)
|
||||||||
Operating revenues
|
$
|
16.6
|
|
$
|
11.3
|
|
$
|
7.9
|
|
Operating expenses:
|
|
|
|
||||||
Operation and maintenance
|
15.6
|
|
9.3
|
|
6.3
|
|
|||
Depreciation, depletion and amortization
|
2.1
|
|
2.0
|
|
2.0
|
|
|||
Taxes, other than income
|
.1
|
|
.1
|
|
.2
|
|
|||
Total operating expenses
|
17.8
|
|
11.4
|
|
8.5
|
|
|||
Operating loss
|
(1.2
|
)
|
(.1
|
)
|
(.6
|
)
|
|||
Other income
|
.9
|
|
1.0
|
|
.9
|
|
|||
Interest expense
|
1.9
|
|
2.8
|
|
3.6
|
|
|||
Loss before income taxes
|
(2.2
|
)
|
(1.9
|
)
|
(3.3
|
)
|
|||
Income taxes
|
(.1
|
)
|
(1.2
|
)
|
(1.8
|
)
|
|||
Net loss
|
$
|
(2.1
|
)
|
$
|
(.7
|
)
|
$
|
(1.5
|
)
|
|
|
Years ended December 31,
|
2019
|
|
2018
|
|
2017
|
|
|||
|
(In millions)
|
||||||||
Income from discontinued operations before intercompany eliminations, net of tax
|
$
|
.3
|
|
$
|
2.9
|
|
$
|
3.1
|
|
Intercompany eliminations
|
—
|
|
—
|
|
(6.9
|
)
|
|||
Income (loss) from discontinued operations, net of tax
|
$
|
.3
|
|
$
|
2.9
|
|
$
|
(3.8
|
)
|
Years ended December 31,
|
2019
|
|
2018
|
|
2017
|
|
|||
|
(In millions)
|
||||||||
Intersegment transactions:
|
|
|
|
||||||
Operating revenues
|
$
|
77.1
|
|
$
|
64.3
|
|
$
|
58.0
|
|
Operation and maintenance
|
21.1
|
|
13.7
|
|
9.1
|
|
|||
Purchased natural gas sold
|
56.0
|
|
50.6
|
|
48.9
|
|
|||
Income from continuing operations*
|
—
|
|
—
|
|
(6.9
|
)
|
*
|
Includes eliminations for the presentation of income tax adjustments between continuing and discontinued operations.
|
|
|
|
|
Actual*
|
|
Estimated
|
||||||||||||||||
|
2017
|
|
2018
|
|
2019
|
|
|
2020
|
|
2021
|
|
2022
|
|
||||||
|
(In millions)
|
||||||||||||||||||
Capital expenditures:
|
|
|
|
|
|
|
|
||||||||||||
Electric
|
$
|
109
|
|
$
|
186
|
|
$
|
99
|
|
|
$
|
111
|
|
$
|
128
|
|
$
|
139
|
|
Natural gas distribution
|
147
|
|
206
|
|
207
|
|
|
221
|
|
191
|
|
180
|
|
||||||
Pipeline and midstream
|
31
|
|
70
|
|
71
|
|
|
85
|
|
304
|
|
53
|
|
||||||
Construction materials and contracting
|
44
|
|
280
|
|
190
|
|
|
167
|
|
154
|
|
157
|
|
||||||
Construction services
|
19
|
|
25
|
|
61
|
|
|
61
|
|
20
|
|
20
|
|
||||||
Other
|
2
|
|
2
|
|
8
|
|
|
5
|
|
3
|
|
3
|
|
||||||
Total capital expenditures
|
$
|
352
|
|
$
|
769
|
|
$
|
636
|
|
|
$
|
650
|
|
$
|
800
|
|
$
|
552
|
|
*
|
Capital expenditures for 2019, 2018 and 2017 include noncash transactions such as the issuance of the Company's equity securities in connection with acquisitions, capital expenditure-related accounts payable and AFUDC, totaling $4.8 million, $33.4 million and $10.5 million, respectively.
|
|
|
|
•
|
System upgrades
|
•
|
Routine replacements
|
•
|
Service extensions
|
•
|
Routine equipment maintenance and replacements
|
•
|
Buildings, land and building improvements
|
•
|
Pipeline and natural gas storage projects
|
•
|
Power generation and transmission opportunities
|
•
|
Environmental upgrades
|
•
|
Other growth opportunities
|
(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 revolving 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 $700.0 million). There were no amounts outstanding under the revolving credit agreement.
|
|
|
|
|
|
|
Less than 1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than 5 years
|
|
Total
|
|
|||||
|
(In millions)
|
||||||||||||||
Long-term debt maturities*
|
$
|
16.6
|
|
$
|
149.5
|
|
$
|
451.3
|
|
$
|
1,632.8
|
|
$
|
2,250.2
|
|
Estimated interest payments**
|
.8
|
|
6.6
|
|
13.9
|
|
74.4
|
|
95.7
|
|
|||||
Operating leases
|
35.2
|
|
41.8
|
|
17.6
|
|
47.9
|
|
142.5
|
|
|||||
Purchase commitments
|
405.5
|
|
434.5
|
|
210.5
|
|
678.4
|
|
1,728.9
|
|
|||||
|
$
|
458.1
|
|
$
|
632.4
|
|
$
|
693.3
|
|
$
|
2,433.5
|
|
$
|
4,217.3
|
|
*
|
Unamortized debt issuance costs and discount are excluded from the table.
|
**
|
Represents the estimated interest payments associated with the Company's long-term debt outstanding at December 31, 2019, assuming current interest rates and consistent amounts outstanding until their respective maturity dates over the periods indicated in the table above.
|
|
|
|
|
|
|
|
|
|
|
|
Years ended December 31,
|
2019
|
|
2018
|
|
2017
|
|
|||
|
(In millions)
|
||||||||
Operating income
|
$
|
64.0
|
|
$
|
65.2
|
|
$
|
79.9
|
|
Adjustments:
|
|
|
|
||||||
Operating expenses:
|
|
|
|
|
|
||||
Operation and maintenance
|
125.7
|
|
123.0
|
|
122.2
|
|
|||
Depreciation, depletion and amortization
|
58.7
|
|
51.0
|
|
47.7
|
|
|||
Taxes, other than income
|
16.1
|
|
14.5
|
|
13.5
|
|
|||
Total adjustments
|
200.5
|
|
188.5
|
|
183.4
|
|
|||
Adjusted gross margin
|
$
|
264.5
|
|
$
|
253.7
|
|
$
|
263.3
|
|
Years ended December 31,
|
2019
|
|
2018
|
|
2017
|
|
|||
|
(In millions)
|
||||||||
Operating income
|
$
|
69.2
|
|
$
|
72.3
|
|
$
|
84.3
|
|
Adjustments:
|
|
|
|
||||||
Operating expenses:
|
|
|
|
||||||
Operation and maintenance
|
185.0
|
|
173.4
|
|
164.3
|
|
|||
Depreciation, depletion and amortization
|
79.6
|
|
72.5
|
|
69.4
|
|
|||
Taxes, other than income
|
23.5
|
|
21.7
|
|
20.5
|
|
|||
Total adjustments
|
288.1
|
|
267.6
|
|
254.2
|
|
|||
Adjusted gross margin
|
$
|
357.3
|
|
$
|
339.9
|
|
$
|
338.5
|
|
|
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
|
Total
|
|
Fair
Value
|
|
||||||||
|
(Dollars in millions)
|
|||||||||||||||||||||||
Long-term debt:
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Fixed rate
|
$
|
16.6
|
|
$
|
1.5
|
|
$
|
148.0
|
|
$
|
77.9
|
|
$
|
61.4
|
|
$
|
1,632.8
|
|
$
|
1,938.2
|
|
$
|
2,113.7
|
|
Weighted average interest rate
|
4.8
|
%
|
1.1
|
%
|
4.5
|
%
|
3.7
|
%
|
4.2
|
%
|
4.6
|
%
|
4.5
|
%
|
|
|||||||||
Variable rate
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
312.0
|
|
$
|
—
|
|
$
|
312.0
|
|
$
|
312.0
|
|
Weighted average interest rate
|
—
|
%
|
—
|
%
|
—
|
%
|
—
|
%
|
2.7
|
%
|
—
|
%
|
2.7
|
%
|
|
|
|
/s/ David L. Goodin
|
/s/ Jason L. Vollmer
|
|
|
|
|
David L. Goodin
|
Jason L. Vollmer
|
President and Chief Executive Officer
|
Vice President, Chief Financial Officer and Treasurer
|
|
|
|
|
|
|
•
|
We evaluated the operating effectiveness of controls over construction contract revenue, including those over management’s estimation of total costs and profit for the performance obligations.
|
•
|
We developed an expectation of the amount of construction contract revenues based on prior year margins, and taking into account current year events, applied to the construction contract costs in the current year and compared our expectation to the amount of construction contract revenues recorded by management.
|
•
|
We selected a sample of construction contracts and performed the following:
|
•
|
Evaluated whether the contracts were properly included in management’s calculation of construction contract revenue based on the terms and conditions of each contract, including whether continuous transfer of control to the customer occurred as progress was made toward fulfilling the performance obligation.
|
•
|
Compared the transaction prices to the consideration expected to be received based on current rights and obligations under the contracts and any modifications that were agreed upon with the customers.
|
•
|
Evaluated management’s identification of distinct performance obligations by evaluating whether the underlying goods, services, or both were highly interdependent and interrelated.
|
•
|
Tested the accuracy and completeness of the costs incurred to date for the performance obligation.
|
•
|
Evaluated the estimates of total cost and profit for the performance obligation by:
|
◦
|
Observing the work sites and inspecting the progress to completion.
|
◦
|
Comparing costs incurred to date to the costs management estimated to be incurred to date.
|
◦
|
Evaluating management’s ability to achieve the estimates of total cost and profit by performing corroborating inquiries with the Company’s project managers and engineers, and comparing the estimates to management’s work plans, engineering specifications, and supplier contracts.
|
◦
|
Comparing management’s estimates for the selected contracts to costs and profits of similar performance obligations, when applicable.
|
•
|
Tested the mathematical accuracy of management’s calculation of construction contract revenue for the performance obligation.
|
•
|
We evaluated management’s ability to estimate total costs and profits accurately by comparing actual costs and profits to management’s historical estimates for performance obligations that have been fulfilled.
|
|
|
•
|
We tested the design and operating effectiveness of management’s controls over the evaluation of the likelihood of (1) the recovery in future rates of costs incurred as property, plant, and equipment and deferred as regulatory assets; and (2) a refund or a future reduction in rates that should be reported as regulatory liabilities. We tested management’s controls over the initial recognition of amounts as regulatory assets or liabilities; and the monitoring and evaluation of regulatory developments that may affect the likelihood of recovering costs in future rates or of a future reduction in rates.
|
•
|
We evaluated the Company’s disclosures related to the impacts of rate regulation, including the balances recorded and regulatory developments.
|
•
|
We read relevant regulatory orders issued by the Commissions for the Company and other public utilities in the Company’s significant jurisdictions, regulatory statutes, interpretations, procedural memorandums, filings made by interveners, and other publicly available information to assess the likelihood of recovery in future rates or of a future reduction in rates based on precedence of the treatment of similar costs under similar circumstances. We evaluated the external information and compared to management’s recorded regulatory asset and liability balances for completeness.
|
•
|
For regulatory matters in process, we inspected the Company’s filings with the Commissions and the filings with the Commissions by intervenors that may impact the Company’s future rates, for any evidence that might contradict management’s assertions.
|
•
|
We obtained an analysis from management regarding probability of recovery for regulatory assets or refund or future reduction in rates for regulatory liabilities not yet addressed in a regulatory order to assess management’s assertion that amounts are probable of recovery, or that a future reduction in rates is not likely.
|
/s/ Deloitte & Touche LLP
|
|
|
Minneapolis, Minnesota
|
February 21, 2020
|
|
We have served as the Company's auditor since 2002.
|
|
|
/s/ Deloitte & Touche LLP
|
|
|
Minneapolis, Minnesota
|
February 21, 2020
|
|
|
|
Years ended December 31,
|
2019
|
|
2018
|
|
2017
|
|
|||
|
(In thousands, except per share amounts)
|
||||||||
Operating revenues:
|
|
|
|
||||||
Electric, natural gas distribution and regulated pipeline and midstream
|
$
|
1,279,304
|
|
$
|
1,213,227
|
|
$
|
1,244,759
|
|
Nonregulated pipeline and midstream, construction materials and contracting, construction services and other
|
4,057,472
|
|
3,318,325
|
|
3,198,592
|
|
|||
Total operating revenues
|
5,336,776
|
|
4,531,552
|
|
4,443,351
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
|||
Operation and maintenance:
|
|
|
|
|
|
||||
Electric, natural gas distribution and regulated pipeline and midstream
|
356,132
|
|
340,331
|
|
326,687
|
|
|||
Nonregulated pipeline and midstream, construction materials and contracting, construction services and other
|
3,539,162
|
|
2,915,790
|
|
2,808,779
|
|
|||
Total operation and maintenance
|
3,895,294
|
|
3,256,121
|
|
3,135,466
|
|
|||
Purchased natural gas sold
|
421,545
|
|
404,153
|
|
430,954
|
|
|||
Depreciation, depletion and amortization
|
256,017
|
|
220,205
|
|
207,486
|
|
|||
Taxes, other than income
|
196,143
|
|
168,638
|
|
166,673
|
|
|||
Electric fuel and purchased power
|
86,557
|
|
80,712
|
|
78,724
|
|
|||
Total operating expenses
|
4,855,556
|
|
4,129,829
|
|
4,019,303
|
|
|||
Operating income
|
481,220
|
|
401,723
|
|
424,048
|
|
|||
Other income (expense)
|
15,812
|
|
(238
|
)
|
8,767
|
|
|||
Interest expense
|
98,587
|
|
84,614
|
|
82,788
|
|
|||
Income before income taxes
|
398,445
|
|
316,871
|
|
350,027
|
|
|||
Income taxes
|
63,279
|
|
47,485
|
|
65,041
|
|
|||
Income from continuing operations
|
335,166
|
|
269,386
|
|
284,986
|
|
|||
Income (loss) from discontinued operations, net of tax
|
287
|
|
2,932
|
|
(3,783
|
)
|
|||
Net income
|
335,453
|
|
272,318
|
|
281,203
|
|
|||
Loss on redemption of preferred stock
|
—
|
|
—
|
|
600
|
|
|||
Dividends declared on preferred stock
|
—
|
|
—
|
|
171
|
|
|||
Earnings on common stock
|
$
|
335,453
|
|
$
|
272,318
|
|
$
|
280,432
|
|
Earnings per common share - basic:
|
|
|
|
|
|
|
|||
Earnings before discontinued operations
|
$
|
1.69
|
|
$
|
1.38
|
|
$
|
1.46
|
|
Discontinued operations, net of tax
|
—
|
|
.01
|
|
(.02
|
)
|
|||
Earnings per common share - basic
|
$
|
1.69
|
|
$
|
1.39
|
|
$
|
1.44
|
|
Earnings per common share - diluted:
|
|
|
|
|
|
|
|||
Earnings before discontinued operations
|
$
|
1.69
|
|
$
|
1.38
|
|
$
|
1.45
|
|
Discontinued operations, net of tax
|
—
|
|
.01
|
|
(.02
|
)
|
|||
Earnings per common share - diluted
|
$
|
1.69
|
|
$
|
1.39
|
|
$
|
1.43
|
|
Weighted average common shares outstanding - basic
|
198,612
|
|
195,720
|
|
195,304
|
|
|||
Weighted average common shares outstanding - diluted
|
198,626
|
|
196,150
|
|
195,687
|
|
|
|
Years ended December 31,
|
2019
|
|
2018
|
|
2017
|
|
|||
|
(In thousands)
|
||||||||
Net income
|
$
|
335,453
|
|
$
|
272,318
|
|
$
|
281,203
|
|
Other comprehensive income (loss):
|
|
|
|
||||||
Reclassification adjustment for loss on derivative instruments included in net income, net of tax of $(140), $429 and $224 in 2019, 2018 and 2017, respectively
|
731
|
|
162
|
|
366
|
|
|||
Postretirement liability adjustment:
|
|
|
|
||||||
Postretirement liability gains (losses) arising during the period, net of tax of $(2,012), $1,471 and $(1,162) in 2019, 2018 and 2017, respectively
|
(6,151
|
)
|
4,441
|
|
(1,812
|
)
|
|||
Amortization of postretirement liability losses included in net periodic benefit cost, net of tax of $476, $721 and $645 in 2019, 2018 and 2017, respectively
|
1,486
|
|
2,173
|
|
1,013
|
|
|||
Reclassification of postretirement liability adjustment from regulatory asset, net of tax of $0, $0 and $(876) in 2019, 2018 and 2017, respectively
|
—
|
|
—
|
|
(1,143
|
)
|
|||
Postretirement liability adjustment
|
(4,665
|
)
|
6,614
|
|
(1,942
|
)
|
|||
Foreign currency translation adjustment:
|
|
|
|
||||||
Foreign currency translation adjustment recognized during the period, net of tax of $0, $(14) and $(3) in 2019, 2018 and 2017, respectively
|
—
|
|
(61
|
)
|
(6
|
)
|
|||
Reclassification adjustment for foreign currency translation adjustment included in net income, net of tax of $0, $75 and $0 in 2019, 2018 and 2017, respectively
|
—
|
|
249
|
|
—
|
|
|||
Foreign currency translation adjustment
|
—
|
|
188
|
|
(6
|
)
|
|||
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 $35, $(38) and $(75) in 2019, 2018 and 2017, respectively
|
134
|
|
(144
|
)
|
(139
|
)
|
|||
Reclassification adjustment for loss on available-for-sale investments included in net income, net of tax of $10, $35 and $65 in 2019, 2018 and 2017, respectively
|
40
|
|
131
|
|
120
|
|
|||
Net unrealized gain (loss) on available-for-sale investments
|
174
|
|
(13
|
)
|
(19
|
)
|
|||
Other comprehensive income (loss)
|
(3,760
|
)
|
6,951
|
|
(1,601
|
)
|
|||
Comprehensive income attributable to common stockholders
|
$
|
331,693
|
|
$
|
279,269
|
|
$
|
279,602
|
|
|
|
December 31,
|
2019
|
|
2018
|
|
||
(In thousands, except shares and per share amounts)
|
|
|||||
Assets
|
|
|
||||
Current assets:
|
|
|
||||
Cash and cash equivalents
|
$
|
66,459
|
|
$
|
53,948
|
|
Receivables, net
|
836,605
|
|
722,945
|
|
||
Inventories
|
278,407
|
|
287,309
|
|
||
Prepayments and other current assets
|
115,805
|
|
119,500
|
|
||
Current assets held for sale
|
425
|
|
430
|
|
||
Total current assets
|
1,297,701
|
|
1,184,132
|
|
||
Investments
|
148,656
|
|
138,620
|
|
||
Property, plant and equipment
|
7,908,628
|
|
7,397,321
|
|
||
Less accumulated depreciation, depletion and amortization
|
2,991,486
|
|
2,818,644
|
|
||
Net property, plant and equipment
|
4,917,142
|
|
4,578,677
|
|
||
Deferred charges and other assets:
|
|
|
|
|
||
Goodwill
|
681,358
|
|
664,922
|
|
||
Other intangible assets, net
|
15,246
|
|
10,815
|
|
||
Operating lease right-of-use assets
|
115,323
|
|
—
|
|
||
Other
|
506,207
|
|
408,857
|
|
||
Noncurrent assets held for sale
|
1,426
|
|
2,087
|
|
||
Total deferred charges and other assets
|
1,319,560
|
|
1,086,681
|
|
||
Total assets
|
$
|
7,683,059
|
|
$
|
6,988,110
|
|
Liabilities and Stockholders' Equity
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
||
Long-term debt due within one year
|
$
|
16,540
|
|
$
|
251,854
|
|
Accounts payable
|
403,391
|
|
358,505
|
|
||
Taxes payable
|
48,970
|
|
41,929
|
|
||
Dividends payable
|
41,580
|
|
39,695
|
|
||
Accrued compensation
|
99,269
|
|
69,007
|
|
||
Current operating lease liabilities
|
31,664
|
|
—
|
|
||
Other accrued liabilities
|
221,502
|
|
221,059
|
|
||
Current liabilities held for sale
|
3,511
|
|
4,001
|
|
||
Total current liabilities
|
866,427
|
|
986,050
|
|
||
Long-term debt
|
2,226,567
|
|
1,856,841
|
|
||
Deferred credits and other liabilities:
|
|
|
|
|
||
Deferred income taxes
|
506,583
|
|
430,085
|
|
||
Noncurrent operating lease liabilities
|
83,742
|
|
—
|
|
||
Other
|
1,152,494
|
|
1,148,359
|
|
||
Total deferred credits and other liabilities
|
1,742,819
|
|
1,578,444
|
|
||
Commitments and contingencies (Note 20)
|
|
|
|
|
||
Stockholders' equity:
|
|
|
|
|
||
Common stock
|
|
|
||||
Authorized - 500,000,000 shares, $1.00 par value
Shares issued - 200,922,790 at December 31, 2019 and 196,564,907 at December 31, 2018 |
200,923
|
|
196,565
|
|
||
Other paid-in capital
|
1,355,404
|
|
1,248,576
|
|
||
Retained earnings
|
1,336,647
|
|
1,163,602
|
|
||
Accumulated other comprehensive loss
|
(42,102
|
)
|
(38,342
|
)
|
||
Treasury stock at cost - 538,921 shares
|
(3,626
|
)
|
(3,626
|
)
|
||
Total stockholders' equity
|
2,847,246
|
|
2,566,775
|
|
||
Total liabilities and stockholders' equity
|
$
|
7,683,059
|
|
$
|
6,988,110
|
|
|
|
Years ended December 31, 2019, 2018 and 2017
|
|
|
|
|
|
|
||||||||||||||||||||||
|
|
|
|
|
|
Other
Paid-in Capital
|
|
Retained Earnings
|
|
Accumu-lated
Other Compre-hensive Loss
|
|
|
|
|
||||||||||||||
|
Preferred Stock
|
|
Common Stock
|
Treasury Stock
|
|
|||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Total
|
|
|||||||||||||
|
(In thousands, except shares)
|
|||||||||||||||||||||||||||
At December 31, 2016
|
150,000
|
|
$
|
15,000
|
|
|
195,843,297
|
|
$
|
195,843
|
|
$
|
1,232,478
|
|
$
|
912,282
|
|
$
|
(35,733
|
)
|
(538,921
|
)
|
$
|
(3,626
|
)
|
$
|
2,316,244
|
|
Net income
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
281,203
|
|
—
|
|
—
|
|
—
|
|
281,203
|
|
|||||||
Other comprehensive loss
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(1,601
|
)
|
—
|
|
—
|
|
(1,601
|
)
|
|||||||
Dividends declared on preferred stock
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
(171
|
)
|
—
|
|
—
|
|
—
|
|
(171
|
)
|
|||||||
Dividends declared on common stock
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
(151,966
|
)
|
—
|
|
—
|
|
—
|
|
(151,966
|
)
|
|||||||
Stock-based compensation
|
—
|
|
—
|
|
|
—
|
|
—
|
|
3,375
|
|
—
|
|
—
|
|
—
|
|
—
|
|
3,375
|
|
|||||||
Repurchase of common stock
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(64,384
|
)
|
(1,684
|
)
|
(1,684
|
)
|
|||||||
Issuance of common stock upon vesting of stock-based compensation,
net of shares used for tax withholdings |
—
|
|
—
|
|
|
—
|
|
—
|
|
(2,441
|
)
|
—
|
|
—
|
|
64,384
|
|
1,684
|
|
(757
|
)
|
|||||||
Redemption of preferred stock
|
(150,000
|
)
|
(15,000
|
)
|
|
—
|
|
—
|
|
—
|
|
(600
|
)
|
—
|
|
—
|
|
—
|
|
(15,600
|
)
|
|||||||
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
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
272,318
|
|
—
|
|
—
|
|
—
|
|
272,318
|
|
|||||||
Other comprehensive income
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
6,951
|
|
—
|
|
—
|
|
6,951
|
|
|||||||
Reclassification of certain prior period tax effects from accumulated other comprehensive loss
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
7,959
|
|
(7,959
|
)
|
—
|
|
—
|
|
—
|
|
|||||||
Dividends declared on common stock
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
(156,453
|
)
|
—
|
|
—
|
|
—
|
|
(156,453
|
)
|
|||||||
Stock-based compensation
|
—
|
|
—
|
|
|
—
|
|
—
|
|
5,060
|
|
—
|
|
—
|
|
—
|
|
—
|
|
5,060
|
|
|||||||
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
|
)
|
|||||||
Issuance of common stock
|
—
|
|
—
|
|
|
721,610
|
|
722
|
|
17,454
|
|
—
|
|
—
|
|
—
|
|
—
|
|
18,176
|
|
|||||||
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
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
335,453
|
|
—
|
|
—
|
|
—
|
|
335,453
|
|
|||||||
Other comprehensive loss
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(3,760
|
)
|
—
|
|
—
|
|
(3,760
|
)
|
|||||||
Dividends declared on common stock
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
(162,408
|
)
|
—
|
|
—
|
|
—
|
|
(162,408
|
)
|
|||||||
Stock-based compensation
|
—
|
|
—
|
|
|
—
|
|
—
|
|
7,353
|
|
—
|
|
—
|
|
—
|
|
—
|
|
7,353
|
|
|||||||
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
|
—
|
|
—
|
|
|
4,111,669
|
|
4,112
|
|
102,736
|
|
—
|
|
—
|
|
—
|
|
—
|
|
106,848
|
|
|||||||
At December 31, 2019
|
—
|
|
$
|
—
|
|
|
200,922,790
|
|
$
|
200,923
|
|
$
|
1,355,404
|
|
$
|
1,336,647
|
|
$
|
(42,102
|
)
|
(538,921
|
)
|
$
|
(3,626
|
)
|
$
|
2,847,246
|
|
|
|
Years ended December 31,
|
2019
|
|
2018
|
|
2017
|
|
|||
|
(In thousands)
|
||||||||
Operating activities:
|
|
|
|
||||||
Net income
|
$
|
335,453
|
|
$
|
272,318
|
|
$
|
281,203
|
|
Income (loss) from discontinued operations, net of tax
|
287
|
|
2,932
|
|
(3,783
|
)
|
|||
Income from continuing operations
|
335,166
|
|
269,386
|
|
284,986
|
|
|||
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|||
Depreciation, depletion and amortization
|
256,017
|
|
220,205
|
|
207,486
|
|
|||
Deferred income taxes
|
63,415
|
|
59,735
|
|
(25,423
|
)
|
|||
Changes in current assets and liabilities, net of acquisitions:
|
|
|
|
|
|
|
|||
Receivables
|
(104,374
|
)
|
28,234
|
|
(108,255
|
)
|
|||
Inventories
|
9,331
|
|
(46,796
|
)
|
9,135
|
|
|||
Other current assets
|
(38,283
|
)
|
(31,814
|
)
|
(30,588
|
)
|
|||
Accounts payable
|
30,079
|
|
21,109
|
|
26,013
|
|
|||
Other current liabilities
|
51,278
|
|
22,285
|
|
4,648
|
|
|||
Other noncurrent changes
|
(60,813
|
)
|
(38,521
|
)
|
(18,790
|
)
|
|||
Net cash provided by continuing operations
|
541,816
|
|
503,823
|
|
349,212
|
|
|||
Net cash provided by (used in) discontinued operations
|
464
|
|
(3,942
|
)
|
98,799
|
|
|||
Net cash provided by operating activities
|
542,280
|
|
499,881
|
|
448,011
|
|
|||
Investing activities:
|
|
|
|
|
|
|
|||
Capital expenditures
|
(576,065
|
)
|
(568,230
|
)
|
(341,382
|
)
|
|||
Acquisitions, net of cash acquired
|
(55,597
|
)
|
(167,692
|
)
|
—
|
|
|||
Net proceeds from sale or disposition of property and other
|
29,812
|
|
26,100
|
|
126,588
|
|
|||
Investments
|
(2,011
|
)
|
(2,321
|
)
|
(1,608
|
)
|
|||
Net cash used in continuing operations
|
(603,861
|
)
|
(712,143
|
)
|
(216,402
|
)
|
|||
Net cash provided by discontinued operations
|
—
|
|
1,236
|
|
2,234
|
|
|||
Net cash used in investing activities
|
(603,861
|
)
|
(710,907
|
)
|
(214,168
|
)
|
|||
Financing activities:
|
|
|
|
|
|
|
|||
Issuance of short-term borrowings
|
169,977
|
|
—
|
|
—
|
|
|||
Repayment of short-term borrowings
|
(170,000
|
)
|
—
|
|
—
|
|
|||
Issuance of long-term debt
|
599,455
|
|
566,829
|
|
140,812
|
|
|||
Repayment of long-term debt
|
(468,917
|
)
|
(174,520
|
)
|
(217,394
|
)
|
|||
Proceeds from issuance of common stock
|
106,848
|
|
—
|
|
—
|
|
|||
Payments of stock issuance costs
|
—
|
|
(10
|
)
|
—
|
|
|||
Dividends paid
|
(160,256
|
)
|
(154,573
|
)
|
(150,727
|
)
|
|||
Redemption of preferred stock
|
—
|
|
—
|
|
(15,600
|
)
|
|||
Repurchase of common stock
|
—
|
|
(5,020
|
)
|
(1,684
|
)
|
|||
Tax withholding on stock-based compensation
|
(3,015
|
)
|
(2,330
|
)
|
(757
|
)
|
|||
Net cash provided by (used in) financing activities
|
74,092
|
|
230,376
|
|
(245,350
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
(1
|
)
|
(1
|
)
|
|||
Increase (decrease) in cash and cash equivalents
|
12,511
|
|
19,349
|
|
(11,508
|
)
|
|||
Cash and cash equivalents - beginning of year
|
53,948
|
|
34,599
|
|
46,107
|
|
|||
Cash and cash equivalents - end of year
|
$
|
66,459
|
|
$
|
53,948
|
|
$
|
34,599
|
|
|
|
|
|
|
2019
|
|
2018
|
|
||
|
(In thousands)
|
|||||
Short-term retainage*
|
$
|
75,590
|
|
$
|
56,228
|
|
Long-term retainage**
|
14,228
|
|
4,152
|
|
||
Total retainage
|
$
|
89,818
|
|
$
|
60,380
|
|
*
|
Expected to be paid within one year or less and included in receivables, net.
|
**
|
Included in deferred charges and other assets - other.
|
|
|
2019
|
|
2018
|
|
||
|
(In thousands)
|
|||||
Aggregates held for resale
|
$
|
147,723
|
|
$
|
139,681
|
|
Asphalt oil
|
41,912
|
|
54,741
|
|
||
Materials and supplies
|
22,512
|
|
23,611
|
|
||
Merchandise for resale
|
22,232
|
|
22,552
|
|
||
Natural gas in storage (current)
|
22,058
|
|
22,117
|
|
||
Other
|
21,970
|
|
24,607
|
|
||
Total
|
$
|
278,407
|
|
$
|
287,309
|
|
|
|
|
2019
|
|
2018
|
|
2017
|
|
|||
|
(In thousands)
|
||||||||
AFUDC - borrowed
|
$
|
2,807
|
|
$
|
2,290
|
|
$
|
966
|
|
AFUDC - equity
|
$
|
698
|
|
$
|
1,897
|
|
$
|
909
|
|
|
|
|
2019
|
|
2018
|
|
Weighted
Average
Depreciable
Life in Years
|
|
||
|
(Dollars in thousands, where applicable)
|
|||||||
Regulated:
|
|
|
|
|||||
Electric:
|
|
|
|
|||||
Generation
|
$
|
1,139,059
|
|
$
|
1,131,484
|
|
48
|
|
Distribution
|
443,780
|
|
430,750
|
|
46
|
|
||
Transmission
|
445,485
|
|
302,315
|
|
65
|
|
||
Construction in progress
|
66,664
|
|
161,893
|
|
—
|
|
||
Other
|
132,157
|
|
122,127
|
|
15
|
|
||
Natural gas distribution:
|
|
|
|
|||||
Distribution
|
2,133,249
|
|
1,981,356
|
|
47
|
|
||
Construction in progress
|
39,506
|
|
21,028
|
|
—
|
|
||
Other
|
515,368
|
|
496,708
|
|
17
|
|
||
Pipeline and midstream:
|
|
|
|
|||||
Transmission
|
636,796
|
|
585,594
|
|
46
|
|
||
Gathering
|
35,661
|
|
37,829
|
|
20
|
|
||
Storage
|
50,001
|
|
49,101
|
|
53
|
|
||
Construction in progress
|
22,597
|
|
5,915
|
|
—
|
|
||
Other
|
48,340
|
|
45,763
|
|
16
|
|
||
Nonregulated:
|
|
|
|
|||||
Pipeline and midstream:
|
|
|
|
|||||
Gathering and processing
|
31,148
|
|
31,094
|
|
19
|
|
||
Construction in progress
|
154
|
|
86
|
|
—
|
|
||
Other
|
9,518
|
|
9,577
|
|
10
|
|
||
Construction materials and contracting:
|
|
|
|
|||||
Land
|
127,729
|
|
109,541
|
|
—
|
|
||
Buildings and improvements
|
122,064
|
|
114,905
|
|
20
|
|
||
Machinery, vehicles and equipment
|
1,180,343
|
|
1,090,790
|
|
12
|
|
||
Construction in progress
|
25,018
|
|
22,507
|
|
—
|
|
||
Aggregate reserves
|
455,408
|
|
430,263
|
|
*
|
|
||
Construction services:
|
|
|
|
|||||
Land
|
7,146
|
|
5,216
|
|
—
|
|
||
Buildings and improvements
|
31,735
|
|
29,795
|
|
24
|
|
||
Machinery, vehicles and equipment
|
156,537
|
|
145,859
|
|
6
|
|
||
Other
|
17,952
|
|
7,716
|
|
2
|
|
||
Other:
|
|
|
|
|||||
Land
|
2,648
|
|
2,648
|
|
—
|
|
||
Other
|
32,565
|
|
25,461
|
|
14
|
|
||
Less accumulated depreciation, depletion and amortization
|
2,991,486
|
|
2,818,644
|
|
|
|||
Net property, plant and equipment
|
$
|
4,917,142
|
|
$
|
4,578,677
|
|
|
*
|
Depleted on the units-of-production method based on recoverable aggregate reserves.
|
|
|
|
|
|
|
|
|
|
|
2019
|
|
2018
|
|
2017
|
|
|
(In thousands)
|
|||||
Weighted average common shares outstanding - basic
|
198,612
|
|
195,720
|
|
195,304
|
|
Effect of dilutive performance share awards
|
14
|
|
430
|
|
383
|
|
Weighted average common shares outstanding - diluted
|
198,626
|
|
196,150
|
|
195,687
|
|
Shares excluded from the calculation of diluted earnings per share
|
164
|
|
10
|
|
—
|
|
|
|
|
|
|
|
|
Net
Unrealized
Loss on
Derivative
Instruments
Qualifying
as Hedges
|
|
Post-
retirement
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 income (loss) before reclassifications
|
—
|
|
4,441
|
|
(61
|
)
|
(144
|
)
|
4,236
|
|
|||||
Amounts reclassified from accumulated other comprehensive loss
|
162
|
|
2,173
|
|
249
|
|
131
|
|
2,715
|
|
|||||
Net current-period other comprehensive income (loss)
|
162
|
|
6,614
|
|
188
|
|
(13
|
)
|
6,951
|
|
|||||
Reclassification adjustment of prior period tax effects related to TCJA included in accumulated other comprehensive loss
|
(389
|
)
|
(7,520
|
)
|
(33
|
)
|
(17
|
)
|
(7,959
|
)
|
|||||
At December 31, 2018
|
(2,161
|
)
|
(36,069
|
)
|
—
|
|
(112
|
)
|
(38,342
|
)
|
|||||
Other comprehensive income (loss) before reclassifications
|
—
|
|
(6,151
|
)
|
—
|
|
134
|
|
(6,017
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive loss
|
731
|
|
1,486
|
|
—
|
|
40
|
|
2,257
|
|
|||||
Net current-period other comprehensive income (loss)
|
731
|
|
(4,665
|
)
|
—
|
|
174
|
|
(3,760
|
)
|
|||||
At December 31, 2019
|
$
|
(1,430
|
)
|
$
|
(40,734
|
)
|
$
|
—
|
|
$
|
62
|
|
$
|
(42,102
|
)
|
|
2019
|
|
2018
|
|
Location on Consolidated
Statements of Income
|
||
|
(In thousands)
|
|
|||||
Reclassification adjustment for loss on derivative instruments included in net income
|
$
|
(591
|
)
|
$
|
(591
|
)
|
Interest expense
|
|
(140
|
)
|
429
|
|
Income taxes
|
||
|
(731
|
)
|
(162
|
)
|
|
||
Amortization of postretirement liability losses included in net periodic benefit cost
|
(1,962
|
)
|
(2,894
|
)
|
Other income
|
||
|
476
|
|
721
|
|
Income taxes
|
||
|
(1,486
|
)
|
(2,173
|
)
|
|
||
Reclassification adjustment for foreign currency translation adjustment included in net income
|
—
|
|
(324
|
)
|
Other income
|
||
|
—
|
|
75
|
|
Income taxes
|
||
|
—
|
|
(249
|
)
|
|
||
Reclassification adjustment for loss on available-for-sale investments included in net income
|
(50
|
)
|
(166
|
)
|
Other income
|
||
|
10
|
|
35
|
|
Income taxes
|
||
|
(40
|
)
|
(131
|
)
|
|
||
Total reclassifications
|
$
|
(2,257
|
)
|
$
|
(2,715
|
)
|
|
|
|
Year ended December 31, 2019
|
Electric
|
|
Natural gas distribution
|
|
Pipeline and midstream
|
|
Construction materials and contracting
|
|
Construction services
|
|
Other
|
|
Total
|
|
|||||||
|
(In thousands)
|
||||||||||||||||||||
Residential utility sales
|
$
|
125,369
|
|
$
|
483,452
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
608,821
|
|
Commercial utility sales
|
141,596
|
|
296,835
|
|
—
|
|
—
|
|
—
|
|
—
|
|
438,431
|
|
|||||||
Industrial utility sales
|
37,765
|
|
26,895
|
|
—
|
|
—
|
|
—
|
|
—
|
|
64,660
|
|
|||||||
Other utility sales
|
7,408
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
7,408
|
|
|||||||
Natural gas transportation
|
—
|
|
45,449
|
|
101,665
|
|
—
|
|
—
|
|
—
|
|
147,114
|
|
|||||||
Natural gas gathering
|
—
|
|
—
|
|
9,164
|
|
—
|
|
—
|
|
—
|
|
9,164
|
|
|||||||
Natural gas storage
|
—
|
|
—
|
|
11,708
|
|
—
|
|
—
|
|
—
|
|
11,708
|
|
|||||||
Contracting services
|
—
|
|
—
|
|
—
|
|
1,088,633
|
|
—
|
|
—
|
|
1,088,633
|
|
|||||||
Construction materials
|
—
|
|
—
|
|
—
|
|
1,627,833
|
|
—
|
|
—
|
|
1,627,833
|
|
|||||||
Intrasegment eliminations*
|
—
|
|
—
|
|
—
|
|
(525,749
|
)
|
—
|
|
—
|
|
(525,749
|
)
|
|||||||
Inside specialty contracting
|
—
|
|
—
|
|
—
|
|
—
|
|
1,266,196
|
|
—
|
|
1,266,196
|
|
|||||||
Outside specialty contracting
|
—
|
|
—
|
|
—
|
|
—
|
|
531,882
|
|
—
|
|
531,882
|
|
|||||||
Other
|
35,574
|
|
12,726
|
|
17,687
|
|
—
|
|
131
|
|
16,551
|
|
82,669
|
|
|||||||
Intersegment eliminations
|
—
|
|
—
|
|
(56,252
|
)
|
(1,066
|
)
|
(3,370
|
)
|
(16,461
|
)
|
(77,149
|
)
|
|||||||
Revenues from contracts with customers
|
347,712
|
|
865,357
|
|
83,972
|
|
2,189,651
|
|
1,794,839
|
|
90
|
|
5,281,621
|
|
|||||||
Revenues out of scope
|
4,013
|
|
(135
|
)
|
220
|
|
—
|
|
51,057
|
|
—
|
|
55,155
|
|
|||||||
Total external operating revenues
|
$
|
351,725
|
|
$
|
865,222
|
|
$
|
84,192
|
|
$
|
2,189,651
|
|
$
|
1,845,896
|
|
$
|
90
|
|
$
|
5,336,776
|
|
*
|
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.
|
|
|
|
Year ended December 31, 2018
|
Electric
|
|
Natural gas distribution
|
|
Pipeline and midstream
|
|
Construction materials and contracting
|
|
Construction services
|
|
Other
|
|
Total
|
|
|||||||
|
(In thousands)
|
||||||||||||||||||||
Residential utility sales
|
$
|
121,477
|
|
$
|
457,959
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
579,436
|
|
Commercial utility sales
|
136,236
|
|
276,716
|
|
—
|
|
—
|
|
—
|
|
—
|
|
412,952
|
|
|||||||
Industrial utility sales
|
34,353
|
|
24,603
|
|
—
|
|
—
|
|
—
|
|
—
|
|
58,956
|
|
|||||||
Other utility sales
|
7,556
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
7,556
|
|
|||||||
Natural gas transportation
|
—
|
|
43,238
|
|
89,159
|
|
—
|
|
—
|
|
—
|
|
132,397
|
|
|||||||
Natural gas gathering
|
—
|
|
—
|
|
9,159
|
|
—
|
|
—
|
|
—
|
|
9,159
|
|
|||||||
Natural gas storage
|
—
|
|
—
|
|
11,543
|
|
—
|
|
—
|
|
—
|
|
11,543
|
|
|||||||
Contracting services
|
—
|
|
—
|
|
—
|
|
968,755
|
|
—
|
|
—
|
|
968,755
|
|
|||||||
Construction materials
|
—
|
|
—
|
|
—
|
|
1,423,068
|
|
—
|
|
—
|
|
1,423,068
|
|
|||||||
Intrasegment eliminations*
|
—
|
|
—
|
|
—
|
|
(465,969
|
)
|
—
|
|
—
|
|
(465,969
|
)
|
|||||||
Inside specialty contracting
|
—
|
|
—
|
|
—
|
|
—
|
|
926,875
|
|
—
|
|
926,875
|
|
|||||||
Outside specialty contracting
|
—
|
|
—
|
|
—
|
|
—
|
|
392,544
|
|
—
|
|
392,544
|
|
|||||||
Other
|
31,568
|
|
14,579
|
|
18,865
|
|
—
|
|
525
|
|
11,259
|
|
76,796
|
|
|||||||
Intersegment eliminations
|
—
|
|
—
|
|
(50,905
|
)
|
(669
|
)
|
(1,681
|
)
|
(11,052
|
)
|
(64,307
|
)
|
|||||||
Revenues from contracts with customers
|
331,190
|
|
817,095
|
|
77,821
|
|
1,925,185
|
|
1,318,263
|
|
207
|
|
4,469,761
|
|
|||||||
Revenues out of scope
|
3,933
|
|
6,152
|
|
197
|
|
—
|
|
51,509
|
|
—
|
|
61,791
|
|
|||||||
Total external operating revenues
|
$
|
335,123
|
|
$
|
823,247
|
|
$
|
78,018
|
|
$
|
1,925,185
|
|
$
|
1,369,772
|
|
$
|
207
|
|
$
|
4,531,552
|
|
*
|
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.
|
|
|
December 31, 2019
|
|
December 31, 2018
|
|
Change
|
|
Location on Consolidated Balance Sheets
|
|||
|
(In thousands)
|
|
|
|||||||
Contract assets
|
$
|
109,078
|
|
$
|
104,239
|
|
$
|
4,839
|
|
Receivables, net
|
Contract liabilities - current
|
(142,768
|
)
|
(93,901
|
)
|
(48,867
|
)
|
Accounts payable
|
|||
Contract liabilities - noncurrent
|
(19
|
)
|
(135
|
)
|
116
|
|
Deferred credits and other liabilities - other
|
|||
Net contract assets (liabilities)
|
$
|
(33,709
|
)
|
$
|
10,203
|
|
$
|
(43,912
|
)
|
|
|
December 31, 2018
|
|
December 31, 2017
|
|
Change
|
|
Location on Consolidated Balance Sheets
|
|||
|
(In thousands)
|
|
|
|||||||
Contract assets
|
$
|
104,239
|
|
$
|
109,540
|
|
$
|
(5,301
|
)
|
Receivables, net
|
Contract liabilities - current
|
(93,901
|
)
|
(84,123
|
)
|
(9,778
|
)
|
Accounts payable
|
|||
Contract liabilities - noncurrent
|
(135
|
)
|
—
|
|
(135
|
)
|
Deferred credits and other liabilities - other
|
|||
Net contract assets
|
$
|
10,203
|
|
$
|
25,417
|
|
$
|
(15,214
|
)
|
|
|
|
•
|
In December 2019, the Company acquired Roadrunner Ready Mix, Inc., a provider of ready-mixed concrete in Idaho.
|
•
|
In March 2019, the Company acquired Viesko Redi-Mix, Inc., a provider of ready-mixed concrete in Oregon.
|
•
|
In October 2018, the Company acquired Sweetman Construction Company, a provider of aggregates, asphalt and ready-mixed concrete in South Dakota.
|
•
|
In July 2018, the Company acquired Molalla Redi-Mix and Rock Products, Inc., a producer of ready-mixed concrete in Oregon.
|
•
|
In June 2018, the Company acquired Tri-City Paving, Inc., a general contractor and aggregate, asphalt and ready-mixed concrete supplier in Minnesota.
|
•
|
In April 2018, the Company acquired Teevin & Fischer Quarry, LLC, an aggregate producer that provides crushed rock and gravel to construction and retail customers in Oregon.
|
|
|
|
December 31, 2018
|
|
Measurement Period Adjustments
|
|
December 31, 2019
|
|
|||
|
(In thousands)
|
||||||||
Assets
|
|
|
|
||||||
Current assets:
|
|
|
|
||||||
Receivables, net
|
$
|
18,984
|
|
$
|
—
|
|
$
|
18,984
|
|
Inventories
|
10,329
|
|
(228
|
)
|
10,101
|
|
|||
Other current assets
|
515
|
|
(14
|
)
|
501
|
|
|||
Total current assets
|
29,828
|
|
(242
|
)
|
29,586
|
|
|||
Property, plant and equipment
|
131,766
|
|
6,669
|
|
138,435
|
|
|||
Deferred charges and other assets:
|
|
|
|
|
|
||||
Goodwill
|
33,131
|
|
(6,669
|
)
|
26,462
|
|
|||
Other intangible assets, net
|
8,227
|
|
—
|
|
8,227
|
|
|||
Other
|
927
|
|
—
|
|
927
|
|
|||
Total deferred charges and other assets
|
42,285
|
|
(6,669
|
)
|
35,616
|
|
|||
Total assets acquired
|
$
|
203,879
|
|
$
|
(242
|
)
|
$
|
203,637
|
|
Liabilities
|
|
|
|
|
|
||||
Current liabilities
|
$
|
11,122
|
|
$
|
(242
|
)
|
$
|
10,880
|
|
Deferred credits and other liabilities:
|
|
|
|
|
|
||||
Asset retirement obligation
|
914
|
|
—
|
|
914
|
|
|||
Deferred income taxes
|
5,565
|
|
—
|
|
5,565
|
|
|||
Total deferred credits and other liabilities
|
6,479
|
|
—
|
|
6,479
|
|
|||
Total liabilities assumed
|
$
|
17,601
|
|
$
|
(242
|
)
|
$
|
17,359
|
|
Total consideration (fair value)
|
$
|
186,278
|
|
$
|
—
|
|
$
|
186,278
|
|
|
|
|
2019
|
|
2018
|
|
||
|
(In thousands)
|
|||||
Assets
|
|
|
||||
Current assets:
|
|
|
||||
Receivables, net
|
$
|
425
|
|
$
|
430
|
|
Total current assets held for sale
|
425
|
|
430
|
|
||
Noncurrent assets:
|
|
|
||||
Deferred income taxes
|
1,265
|
|
1,926
|
|
||
Other
|
161
|
|
161
|
|
||
Total noncurrent assets held for sale
|
1,426
|
|
2,087
|
|
||
Total assets held for sale
|
$
|
1,851
|
|
$
|
2,517
|
|
Liabilities
|
|
|
||||
Current liabilities:
|
|
|
||||
Accounts payable
|
$
|
—
|
|
$
|
80
|
|
Taxes payable
|
1,279
|
|
1,451
|
|
||
Other accrued liabilities
|
2,232
|
|
2,470
|
|
||
Total current liabilities held for sale
|
3,511
|
|
4,001
|
|
||
Total liabilities held for sale
|
$
|
3,511
|
|
$
|
4,001
|
|
|
2019
|
|
2018
|
|
2017
|
|
|||
|
(In thousands)
|
||||||||
Operating revenues
|
$
|
103
|
|
$
|
(459
|
)
|
$
|
465
|
|
Operating expenses
|
290
|
|
921
|
|
(4,607
|
)
|
|||
Operating income (loss)
|
(187
|
)
|
(1,380
|
)
|
5,072
|
|
|||
Other income (expense)
|
—
|
|
12
|
|
(13
|
)
|
|||
Interest expense
|
—
|
|
575
|
|
250
|
|
|||
Income (loss) from discontinued operations before income taxes
|
(187
|
)
|
(1,943
|
)
|
4,809
|
|
|||
Income taxes*
|
(474
|
)
|
(4,875
|
)
|
8,592
|
|
|||
Income (loss) from discontinued operations
|
$
|
287
|
|
$
|
2,932
|
|
$
|
(3,783
|
)
|
*
|
Includes eliminations for the presentation of income tax adjustments between continuing and discontinued operations.
|
|
|
|
|
(Dollars in thousands)
|
||
Weighted average remaining lease term
|
3.13 years
|
|
|
Weighted average discount rate
|
4.41
|
%
|
|
Cash paid for amounts included in the measurement of lease liabilities
|
$
|
43,477
|
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
||||||
|
(In thousands)
|
|||||||||||||||||
Operating leases
|
$
|
37,740
|
|
$
|
26,255
|
|
$
|
17,868
|
|
$
|
11,647
|
|
$
|
7,278
|
|
$
|
49,098
|
|
|
|
|
Balance at January 1, 2019
|
|
Goodwill Acquired
During the Year
|
|
Measurement Period
Adjustments |
|
Balance at December 31, 2019
|
|
||||
|
(In thousands)
|
|||||||||||
Natural gas distribution
|
$
|
345,736
|
|
$
|
—
|
|
$
|
—
|
|
$
|
345,736
|
|
Construction materials and contracting
|
209,421
|
|
14,482
|
|
(6,669
|
)
|
217,234
|
|
||||
Construction services
|
109,765
|
|
8,623
|
|
—
|
|
118,388
|
|
||||
Total
|
$
|
664,922
|
|
$
|
23,105
|
|
$
|
(6,669
|
)
|
$
|
681,358
|
|
|
Balance at January 1, 2018
|
|
Goodwill Acquired
During the Year
|
|
Measurement Period
Adjustments |
|
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
|
|
|
2019
|
|
2018
|
|
||
|
(In thousands)
|
|||||
Customer relationships
|
$
|
17,958
|
|
$
|
22,720
|
|
Less accumulated amortization
|
6,268
|
|
13,535
|
|
||
|
11,690
|
|
9,185
|
|
||
Noncompete agreements
|
3,439
|
|
2,605
|
|
||
Less accumulated amortization
|
1,957
|
|
1,956
|
|
||
|
1,482
|
|
649
|
|
||
Other
|
8,094
|
|
6,458
|
|
||
Less accumulated amortization
|
6,020
|
|
5,477
|
|
||
|
2,074
|
|
981
|
|
||
Total
|
$
|
15,246
|
|
$
|
10,815
|
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
|
||||||
|
(In thousands)
|
|||||||||||||||||
Amortization expense
|
$
|
3,365
|
|
$
|
2,016
|
|
$
|
1,968
|
|
$
|
1,924
|
|
$
|
1,610
|
|
$
|
4,363
|
|
|
|
|
Estimated Recovery
Period
|
*
|
2019
|
|
2018
|
|
||
|
|
|
(In thousands)
|
|||||
Regulatory assets:
|
|
|
|
|
||||
Pension and postretirement benefits (a)
|
(e)
|
|
$
|
157,069
|
|
$
|
165,898
|
|
Natural gas costs recoverable through rate adjustments (a) (b)
|
Up to 3 years
|
|
89,204
|
|
42,652
|
|
||
Asset retirement obligations (a)
|
Over plant lives
|
|
66,000
|
|
60,097
|
|
||
Plants to be retired (a)
|
-
|
|
32,931
|
|
—
|
|
||
Cost recovery mechanisms (a) (b)
|
Up to 3 years
|
|
19,396
|
|
17,948
|
|
||
Manufactured gas plant sites remediation (a)
|
-
|
|
15,347
|
|
17,068
|
|
||
Taxes recoverable from customers (a)
|
Over plant lives
|
|
11,486
|
|
11,946
|
|
||
Conservation programs (a) (b)
|
Up to 3 years
|
|
7,405
|
|
7,494
|
|
||
Long-term debt refinancing costs (a)
|
Up to 18 years
|
|
4,286
|
|
4,898
|
|
||
Costs related to identifying generation development (a)
|
Up to 7 years
|
|
2,052
|
|
2,508
|
|
||
Other (a) (b)
|
Up to 19 years
|
|
12,221
|
|
9,608
|
|
||
Total regulatory assets
|
|
|
$
|
417,397
|
|
$
|
340,117
|
|
Regulatory liabilities:
|
|
|
|
|
||||
Taxes refundable to customers (c) (d)
|
|
|
$
|
249,506
|
|
$
|
277,833
|
|
Plant removal and decommissioning costs (c)
|
|
|
173,722
|
|
173,143
|
|
||
Natural gas costs refundable through rate adjustments (d)
|
|
|
23,825
|
|
29,995
|
|
||
Pension and postretirement benefits (c)
|
|
|
18,065
|
|
15,264
|
|
||
Other (c) (d)
|
|
|
25,187
|
|
25,197
|
|
||
Total regulatory liabilities
|
|
|
$
|
490,305
|
|
$
|
521,432
|
|
Net regulatory position
|
|
|
$
|
(72,908
|
)
|
$
|
(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.
|
|
|
|
December 31, 2019
|
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Value
|
|
||||
|
(In thousands)
|
|||||||||||
Mortgage-backed securities
|
$
|
9,804
|
|
$
|
87
|
|
$
|
10
|
|
$
|
9,881
|
|
U.S. Treasury securities
|
1,228
|
|
1
|
|
—
|
|
1,229
|
|
||||
Total
|
$
|
11,032
|
|
$
|
88
|
|
$
|
10
|
|
$
|
11,110
|
|
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 December 31, 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 December 31, 2019
|
|
||||
|
(In thousands)
|
|||||||||||
Assets:
|
|
|
|
|
||||||||
Money market funds
|
$
|
—
|
|
$
|
8,440
|
|
$
|
—
|
|
$
|
8,440
|
|
Insurance contract*
|
—
|
|
87,009
|
|
—
|
|
87,009
|
|
||||
Available-for-sale securities:
|
|
|
|
|
||||||||
Mortgage-backed securities
|
—
|
|
9,881
|
|
—
|
|
9,881
|
|
||||
U.S. Treasury securities
|
—
|
|
1,229
|
|
—
|
|
1,229
|
|
||||
Total assets measured at fair value
|
$
|
—
|
|
$
|
106,559
|
|
$
|
—
|
|
$
|
106,559
|
|
*
|
The insurance contract invests approximately 51 percent in fixed-income investments, 23 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, 3 percent in target date investments and 1 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.
|
|
|
|
|
2019
|
2018
|
||||
|
(In thousands)
|
|||||
Carrying Amount
|
$
|
2,243,107
|
|
$
|
2,108,695
|
|
Fair Value
|
$
|
2,418,631
|
|
$
|
2,183,819
|
|
Company
|
Facility
|
|
Facility
Limit
|
|
|
Amount Outstanding at December 31, 2019
|
|
|
Amount Outstanding at December 31,
2018
|
|
|
Letters of
Credit at December 31, 2019
|
|
|
Expiration
Date
|
||||
|
|
|
(In millions)
|
||||||||||||||||
Montana-Dakota Utilities Co.
|
Commercial paper/Revolving credit agreement
|
(a)
|
$
|
175.0
|
|
|
$
|
118.6
|
|
(b)
|
$
|
48.5
|
|
|
$
|
—
|
|
|
12/19/24
|
Cascade Natural Gas Corporation
|
Revolving credit agreement
|
|
$
|
100.0
|
|
(c)
|
$
|
64.6
|
|
|
$
|
53.8
|
|
|
$
|
2.2
|
|
(d)
|
6/7/24
|
Intermountain Gas Company
|
Revolving credit agreement
|
|
$
|
85.0
|
|
(e)
|
$
|
24.5
|
|
|
$
|
56.3
|
|
|
$
|
1.4
|
|
(d)
|
6/7/24
|
Centennial Energy Holdings, Inc.
|
Commercial paper/Revolving credit agreement
|
(f)
|
$
|
600.0
|
|
|
$
|
104.3
|
|
(b)
|
$
|
289.6
|
|
(b)
|
$
|
—
|
|
|
12/19/24
|
(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 revolving credit agreement at December 31, 2019, and $48.5 million was outstanding at December 31, 2018.
|
(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 $700.0 million). There were no amounts outstanding under the revolving credit agreement.
|
|
|
|
|
Weighted Average Interest Rate at December 31, 2019
|
|
2019
|
|
2018
|
|
||
|
|
(In thousands)
|
||||||
Senior Notes due on dates ranging from October 22, 2022 to November 18, 2059
|
4.45
|
%
|
$
|
1,850,000
|
|
$
|
1,381,000
|
|
Commercial paper supported by revolving credit agreements
|
2.04
|
%
|
222,900
|
|
338,100
|
|
||
Term Loan Agreement due on September 3, 2032
|
2.00
|
%
|
9,100
|
|
209,800
|
|
||
Credit agreements due on June 7, 2024
|
4.40
|
%
|
89,050
|
|
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 July 15, 2021 to November 30, 2038
|
4.48
|
%
|
29,117
|
|
25,229
|
|
||
Less unamortized debt issuance costs
|
|
7,010
|
|
5,207
|
|
|||
Less discount
|
|
50
|
|
327
|
|
|||
Total long-term debt
|
|
2,243,107
|
|
2,108,695
|
|
|||
Less current maturities
|
|
16,540
|
|
251,854
|
|
|||
Net long-term debt
|
|
$
|
2,226,567
|
|
$
|
1,856,841
|
|
|
|
|
2020
|
2021
|
2022
|
2023
|
2024
|
Thereafter
|
|
|||||||||||
|
(In thousands)
|
|||||||||||||||||
Long-term debt maturities
|
$
|
16,540
|
|
$
|
1,528
|
|
$
|
148,021
|
|
$
|
77,921
|
|
$
|
373,372
|
|
$
|
1,632,785
|
|
|
|
|
2019
|
|
2018
|
|
||
|
(In thousands)
|
|||||
Balance at beginning of year
|
$
|
375,553
|
|
$
|
341,969
|
|
Liabilities incurred
|
25,869
|
|
13,424
|
|
||
Liabilities acquired
|
486
|
|
1,002
|
|
||
Liabilities settled
|
(7,097
|
)
|
(3,699
|
)
|
||
Accretion expense*
|
19,789
|
|
18,242
|
|
||
Revisions in estimates
|
2,975
|
|
4,615
|
|
||
Balance at end of year
|
$
|
417,575
|
|
$
|
375,553
|
|
*
|
Includes $18.3 million and $16.8 million in 2019 and 2018, respectively, related to regulatory assets.
|
|
|
|
Grant Date
|
Performance
Period
|
Target Grant
of Shares
|
|
February 2018
|
2018-2020
|
246,309
|
|
February 2019
|
2019-2021
|
327,194
|
|
|
|
|
|
|
2019
|
|
|
|
2018
|
|
|
|
2017
|
|
||||||
Weighted average grant-date fair value
|
|
|
|
$35.07
|
|
|
|
|
$34.55
|
|
|
|
|
$24.31
|
|
|||
Blended volatility range
|
19.50
|
%
|
–
|
19.69
|
%
|
17.87
|
%
|
–
|
22.14
|
%
|
22.70
|
%
|
–
|
25.56
|
%
|
|||
Risk-free interest rate range
|
2.46
|
%
|
–
|
2.55
|
%
|
1.86
|
%
|
–
|
2.46
|
%
|
.69
|
%
|
–
|
1.61
|
%
|
|||
Weighted average discounted dividends per share
|
|
|
|
$2.85
|
|
|
|
|
$2.46
|
|
|
|
|
$1.70
|
|
|
Number of
Shares
|
|
Weighted
Average
Grant-Date
Fair Value
|
|
|
Nonvested at beginning of period
|
668,791
|
|
$
|
23.03
|
|
Granted
|
327,194
|
|
30.66
|
|
|
Additional performance shares earned
|
103,159
|
|
14.60
|
|
|
Less:
|
|
|
|||
Vested
|
398,919
|
|
15.52
|
|
|
Forfeited
|
126,722
|
|
24.31
|
|
|
Nonvested at end of period
|
573,503
|
|
$
|
30.81
|
|
|
2019
|
|
2018
|
|
2017
|
|
|||
|
(In thousands)
|
||||||||
United States
|
$
|
398,532
|
|
$
|
317,655
|
|
$
|
350,064
|
|
Foreign
|
(87
|
)
|
(784
|
)
|
(37
|
)
|
|||
Income before income taxes from continuing operations
|
$
|
398,445
|
|
$
|
316,871
|
|
$
|
350,027
|
|
|
|
|
2019
|
|
2018
|
|
2017
|
|
|||
|
(In thousands)
|
||||||||
Current:
|
|
|
|
||||||
Federal
|
$
|
(3,502
|
)
|
$
|
(15,901
|
)
|
$
|
74,272
|
|
State
|
3,366
|
|
3,651
|
|
16,192
|
|
|||
|
(136
|
)
|
(12,250
|
)
|
90,464
|
|
|||
Deferred:
|
|
|
|
||||||
Income taxes:
|
|
|
|
||||||
Federal
|
50,218
|
|
50,755
|
|
(24,497
|
)
|
|||
State
|
12,098
|
|
7,206
|
|
(864
|
)
|
|||
Investment tax credit - net
|
1,099
|
|
1,774
|
|
(62
|
)
|
|||
|
63,415
|
|
59,735
|
|
(25,423
|
)
|
|||
Total income tax expense
|
$
|
63,279
|
|
$
|
47,485
|
|
$
|
65,041
|
|
|
|
|
2019
|
|
2018
|
|
||
|
(In thousands)
|
|||||
Deferred tax assets:
|
|
|
||||
Postretirement
|
$
|
51,075
|
|
$
|
51,930
|
|
Compensation-related
|
37,330
|
|
29,885
|
|
||
Operating lease liabilities
|
24,459
|
|
—
|
|
||
Asset retirement obligations
|
7,450
|
|
7,083
|
|
||
Customer advances
|
7,325
|
|
7,734
|
|
||
Legal and environmental contingencies
|
6,601
|
|
6,729
|
|
||
Federal renewable energy credit
|
5,343
|
|
8,015
|
|
||
Alternative minimum tax credit carryforward
|
—
|
|
13,404
|
|
||
Other
|
32,533
|
|
37,347
|
|
||
Total deferred tax assets
|
172,116
|
|
162,127
|
|
||
Deferred tax liabilities:
|
|
|
|
|
||
Depreciation and basis differences on property, plant and equipment
|
511,867
|
|
476,832
|
|
||
Postretirement
|
48,927
|
|
44,432
|
|
||
Operating lease right-of-use-assets
|
24,436
|
|
—
|
|
||
Intangible asset amortization
|
18,930
|
|
17,752
|
|
||
Other
|
61,385
|
|
39,712
|
|
||
Total deferred tax liabilities
|
665,545
|
|
578,728
|
|
||
Valuation allowance
|
13,154
|
|
13,484
|
|
||
Net deferred income tax liability
|
$
|
506,583
|
|
$
|
430,085
|
|
|
2019
|
|
|
(In thousands)
|
|
||
Change in net deferred income tax liability from the preceding table
|
$
|
76,498
|
|
Deferred taxes associated with other comprehensive loss
|
1,631
|
|
|
Deferred taxes associated with TCJA enactment for regulated activities
|
(11,904
|
)
|
|
Other
|
(2,810
|
)
|
|
Deferred income tax expense for the period
|
$
|
63,415
|
|
|
|
Years ended December 31,
|
2019
|
2018
|
2017
|
||||||||||||
|
Amount
|
|
%
|
|
Amount
|
|
%
|
|
Amount
|
|
%
|
|
|||
|
(Dollars in thousands)
|
||||||||||||||
Computed tax at federal statutory rate
|
$
|
83,674
|
|
21.0
|
|
$
|
66,543
|
|
21.0
|
|
$
|
122,509
|
|
35.0
|
|
Increases (reductions) resulting from:
|
|
|
|
|
|
|
|
|
|||||||
State income taxes, net of federal income tax
|
14,029
|
|
3.5
|
|
12,190
|
|
3.8
|
|
10,724
|
|
3.1
|
|
|||
Federal renewable energy credit
|
(15,843
|
)
|
(4.0
|
)
|
(11,759
|
)
|
(3.7
|
)
|
(13,958
|
)
|
(4.0
|
)
|
|||
Tax compliance and uncertain tax positions
|
(2,739
|
)
|
(.7
|
)
|
(2,725
|
)
|
(.9
|
)
|
(643
|
)
|
(.2
|
)
|
|||
Domestic production deduction
|
—
|
|
—
|
|
—
|
|
—
|
|
(6,849
|
)
|
(2.0
|
)
|
|||
Excess deferred income tax amortization
|
(11,904
|
)
|
(3.0
|
)
|
(9,319
|
)
|
(2.9
|
)
|
(397
|
)
|
—
|
|
|||
TCJA revaluation
|
—
|
|
—
|
|
(5,947
|
)
|
(1.9
|
)
|
(47,242
|
)
|
(13.5
|
)
|
|||
TCJA revaluation related to accumulated other comprehensive loss balance
|
—
|
|
—
|
|
(42
|
)
|
—
|
|
7,735
|
|
2.2
|
|
|||
Other
|
(3,938
|
)
|
(.9
|
)
|
(1,456
|
)
|
(.4
|
)
|
(6,838
|
)
|
(2.0
|
)
|
|||
Total income tax expense
|
$
|
63,279
|
|
15.9
|
|
$
|
47,485
|
|
15.0
|
|
$
|
65,041
|
|
18.6
|
|
|
2019
|
|
2018
|
|
2017
|
|
|||
|
(In thousands)
|
||||||||
Interest, net*
|
$
|
93,414
|
|
$
|
83,009
|
|
$
|
79,638
|
|
Income taxes paid (refunded), net**
|
$
|
(8,475
|
)
|
$
|
16,041
|
|
$
|
112,137
|
|
*
|
AFUDC - borrowed was $2.8 million, $2.3 million and $966,000 for the years ended December 31, 2019, 2018 and 2017, respectively.
|
**
|
Income taxes paid (refunded), including discontinued operations, were $(9.4) million, $5.5 million and $9.7 million for the years ended December 31, 2019, 2018 and 2017, respectively.
|
|
|
2019
|
|
2018
|
|
2017
|
|
|||
|
(In thousands)
|
||||||||
Property, plant and equipment additions in accounts payable
|
$
|
46,119
|
|
$
|
42,355
|
|
$
|
29,263
|
|
Issuance of common stock in connection with acquisition
|
$
|
—
|
|
$
|
18,186
|
|
$
|
—
|
|
Debt assumed in connection with a business combination
|
$
|
1,163
|
|
$
|
—
|
|
$
|
—
|
|
Right-of-use assets obtained in exchange for new operating lease liabilities
|
$
|
54,880
|
|
$
|
—
|
|
$
|
—
|
|
|
|
|
|
|
2019
|
|
2018
|
|
2017
|
|
|||
|
|
(In thousands)
|
|
|
|||||
External operating revenues:
|
|
|
|
||||||
Regulated operations:
|
|
|
|
||||||
Electric
|
$
|
351,725
|
|
$
|
335,123
|
|
$
|
342,805
|
|
Natural gas distribution
|
865,222
|
|
823,247
|
|
848,388
|
|
|||
Pipeline and midstream
|
62,357
|
|
54,857
|
|
53,566
|
|
|||
|
1,279,304
|
|
1,213,227
|
|
1,244,759
|
|
|||
Nonregulated operations:
|
|
|
|
||||||
Pipeline and midstream
|
21,835
|
|
23,161
|
|
19,602
|
|
|||
Construction materials and contracting
|
2,189,651
|
|
1,925,185
|
|
1,811,964
|
|
|||
Construction services
|
1,845,896
|
|
1,369,772
|
|
1,366,317
|
|
|||
Other
|
90
|
|
207
|
|
709
|
|
|||
|
4,057,472
|
|
3,318,325
|
|
3,198,592
|
|
|||
Total external operating revenues
|
$
|
5,336,776
|
|
$
|
4,531,552
|
|
$
|
4,443,351
|
|
Intersegment operating revenues:
|
|
|
|
|
|
|
|||
Regulated operations:
|
|
|
|
||||||
Electric
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Natural gas distribution
|
—
|
|
—
|
|
—
|
|
|||
Pipeline and midstream
|
56,037
|
|
50,580
|
|
48,867
|
|
|||
|
56,037
|
|
50,580
|
|
48,867
|
|
|||
Nonregulated operations:
|
|
|
|
||||||
Pipeline and midstream
|
215
|
|
325
|
|
178
|
|
|||
Construction materials and contracting
|
1,066
|
|
669
|
|
565
|
|
|||
Construction services
|
3,370
|
|
1,681
|
|
1,285
|
|
|||
Other
|
16,461
|
|
11,052
|
|
7,165
|
|
|||
|
21,112
|
|
13,727
|
|
9,193
|
|
|||
Intersegment eliminations
|
(77,149
|
)
|
(64,307
|
)
|
(58,060
|
)
|
|||
Total intersegment operating revenues
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Depreciation, depletion and amortization:
|
|
|
|
|
|
|
|||
Electric
|
$
|
58,721
|
|
$
|
50,982
|
|
$
|
47,715
|
|
Natural gas distribution
|
79,564
|
|
72,486
|
|
69,381
|
|
|||
Pipeline and midstream
|
21,220
|
|
17,896
|
|
16,788
|
|
|||
Construction materials and contracting
|
77,450
|
|
61,158
|
|
55,862
|
|
|||
Construction services
|
17,038
|
|
15,728
|
|
15,739
|
|
|||
Other
|
2,024
|
|
1,955
|
|
2,001
|
|
|||
Total depreciation, depletion and amortization
|
$
|
256,017
|
|
$
|
220,205
|
|
$
|
207,486
|
|
Operating income (loss):
|
|
|
|
||||||
Electric
|
$
|
64,039
|
|
$
|
65,148
|
|
$
|
79,902
|
|
Natural gas distribution
|
69,188
|
|
72,336
|
|
84,239
|
|
|||
Pipeline and midstream
|
42,796
|
|
36,128
|
|
36,004
|
|
|||
Construction materials and contracting
|
179,955
|
|
141,426
|
|
143,230
|
|
|||
Construction services
|
126,426
|
|
86,764
|
|
81,292
|
|
|||
Other
|
(1,184
|
)
|
(79
|
)
|
(619
|
)
|
|||
Total operating income
|
$
|
481,220
|
|
$
|
401,723
|
|
$
|
424,048
|
|
|
|
|
|
|
|
|
2019
|
|
2018
|
|
2017
|
|
|||
|
|
(In thousands)
|
|
|
|||||
Interest expense:
|
|
|
|
|
|
|
|||
Electric
|
$
|
25,334
|
|
$
|
25,860
|
|
$
|
25,377
|
|
Natural gas distribution
|
35,488
|
|
30,768
|
|
31,234
|
|
|||
Pipeline and midstream
|
7,198
|
|
5,964
|
|
4,990
|
|
|||
Construction materials and contracting
|
23,792
|
|
17,290
|
|
14,778
|
|
|||
Construction services
|
5,331
|
|
3,551
|
|
3,742
|
|
|||
Other
|
1,859
|
|
2,762
|
|
3,564
|
|
|||
Intersegment eliminations
|
(415
|
)
|
(1,581
|
)
|
(897
|
)
|
|||
Total interest expense
|
$
|
98,587
|
|
$
|
84,614
|
|
$
|
82,788
|
|
Income taxes:
|
|
|
|
|
|
|
|||
Electric
|
$
|
(12,650
|
)
|
$
|
(6,482
|
)
|
$
|
7,699
|
|
Natural gas distribution
|
1,405
|
|
4,075
|
|
22,756
|
|
|||
Pipeline and midstream
|
7,219
|
|
2,677
|
|
12,281
|
|
|||
Construction materials and contracting
|
37,389
|
|
28,357
|
|
5,405
|
|
|||
Construction services
|
29,973
|
|
20,000
|
|
25,558
|
|
|||
Other
|
(57
|
)
|
(1,142
|
)
|
(1,809
|
)
|
|||
Intersegment eliminations
|
—
|
|
—
|
|
(6,849
|
)
|
|||
Total income taxes
|
$
|
63,279
|
|
$
|
47,485
|
|
$
|
65,041
|
|
Earnings on common stock:
|
|
|
|
|
|
|
|||
Regulated operations:
|
|
|
|
||||||
Electric
|
$
|
54,763
|
|
$
|
47,000
|
|
$
|
49,366
|
|
Natural gas distribution
|
39,517
|
|
37,732
|
|
32,225
|
|
|||
Pipeline and midstream
|
28,255
|
|
26,905
|
|
20,620
|
|
|||
|
122,535
|
|
111,637
|
|
102,211
|
|
|||
Nonregulated operations:
|
|
|
|
||||||
Pipeline and midstream
|
1,348
|
|
1,554
|
|
(127
|
)
|
|||
Construction materials and contracting
|
120,371
|
|
92,647
|
|
123,398
|
|
|||
Construction services
|
92,998
|
|
64,309
|
|
53,306
|
|
|||
Other
|
(2,086
|
)
|
(761
|
)
|
(1,422
|
)
|
|||
|
212,631
|
|
157,749
|
|
175,155
|
|
|||
Intersegment eliminations (a)
|
—
|
|
—
|
|
6,849
|
|
|||
Earnings on common stock before income (loss) from discontinued operations
|
335,166
|
|
269,386
|
|
284,215
|
|
|||
Income (loss) from discontinued operations, net of tax (a)
|
287
|
|
2,932
|
|
(3,783
|
)
|
|||
Earnings on common stock
|
$
|
335,453
|
|
$
|
272,318
|
|
$
|
280,432
|
|
Capital expenditures:
|
|
|
|
|
|
|
|||
Electric
|
$
|
99,449
|
|
$
|
186,105
|
|
$
|
109,107
|
|
Natural gas distribution
|
206,799
|
|
205,896
|
|
146,981
|
|
|||
Pipeline and midstream
|
71,477
|
|
70,057
|
|
31,054
|
|
|||
Construction materials and contracting
|
190,092
|
|
280,396
|
|
44,302
|
|
|||
Construction services
|
60,500
|
|
25,081
|
|
18,630
|
|
|||
Other
|
8,181
|
|
1,768
|
|
1,850
|
|
|||
Total capital expenditures (b)
|
$
|
636,498
|
|
$
|
769,303
|
|
$
|
351,924
|
|
|
|
|
|
|
|
|
2019
|
|
2018
|
|
2017
|
|
|||
|
|
(In thousands)
|
|
|
|||||
Assets:
|
|
|
|
|
|
|
|||
Electric (c)
|
$
|
1,680,194
|
|
$
|
1,613,822
|
|
$
|
1,470,922
|
|
Natural gas distribution (c)
|
2,574,965
|
|
2,375,871
|
|
2,201,081
|
|
|||
Pipeline and midstream
|
677,482
|
|
616,959
|
|
566,295
|
|
|||
Construction materials and contracting
|
1,684,161
|
|
1,508,032
|
|
1,238,696
|
|
|||
Construction services
|
761,127
|
|
604,798
|
|
591,382
|
|
|||
Other (d)
|
303,279
|
|
266,111
|
|
261,419
|
|
|||
Assets held for sale
|
1,851
|
|
2,517
|
|
4,871
|
|
|||
Total assets
|
$
|
7,683,059
|
|
$
|
6,988,110
|
|
$
|
6,334,666
|
|
Property, plant and equipment:
|
|
|
|
|
|
|
|||
Electric (c)
|
$
|
2,227,145
|
|
$
|
2,148,569
|
|
$
|
1,982,264
|
|
Natural gas distribution (c)
|
2,688,123
|
|
2,499,093
|
|
2,319,845
|
|
|||
Pipeline and midstream
|
834,215
|
|
764,959
|
|
700,284
|
|
|||
Construction materials and contracting
|
1,910,562
|
|
1,768,006
|
|
1,560,048
|
|
|||
Construction services
|
213,370
|
|
188,586
|
|
177,265
|
|
|||
Other
|
35,213
|
|
28,108
|
|
31,123
|
|
|||
Less accumulated depreciation, depletion and amortization
|
2,991,486
|
|
2,818,644
|
|
2,691,641
|
|
|||
Net property, plant and equipment
|
$
|
4,917,142
|
|
$
|
4,578,677
|
|
$
|
4,079,188
|
|
(a)
|
Includes eliminations for the presentation of income tax adjustments between continuing and discontinued operations.
|
(b)
|
Capital expenditures for 2019, 2018 and 2017 include noncash transactions such as the issuance of the Company's equity securities in connection with acquisitions, capital expenditure-related accounts payable and AFUDC, totaling $4.8 million, $33.4 million and $10.5 million, respectively.
|
(c)
|
Includes allocations of common utility property.
|
(d)
|
Includes assets not directly assignable to a business (i.e. cash and cash equivalents, certain accounts receivable, certain investments and other miscellaneous current and deferred assets).
|
|
|
|
|
Pension Benefits
|
Other
Postretirement Benefits
|
||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
||||
|
(In thousands)
|
|||||||||||
Change in benefit obligation:
|
|
|
|
|
||||||||
Benefit obligation at beginning of year
|
$
|
391,602
|
|
$
|
445,923
|
|
$
|
81,201
|
|
$
|
91,206
|
|
Service cost
|
—
|
|
—
|
|
1,142
|
|
1,494
|
|
||||
Interest cost
|
15,225
|
|
14,591
|
|
2,986
|
|
2,899
|
|
||||
Plan participants' contributions
|
—
|
|
—
|
|
1,040
|
|
1,282
|
|
||||
Actuarial (gain) loss
|
40,219
|
|
(32,637
|
)
|
2,632
|
|
(10,115
|
)
|
||||
Benefits paid
|
(25,880
|
)
|
(36,275
|
)
|
(5,387
|
)
|
(5,565
|
)
|
||||
Benefit obligation at end of year
|
421,166
|
|
391,602
|
|
83,614
|
|
81,201
|
|
||||
Change in net plan assets:
|
|
|
|
|
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
307,809
|
|
354,384
|
|
82,516
|
|
88,739
|
|
||||
Actual gain (loss) on plan assets
|
58,409
|
|
(21,138
|
)
|
15,731
|
|
(2,781
|
)
|
||||
Employer contribution
|
24,926
|
|
10,838
|
|
687
|
|
842
|
|
||||
Plan participants' contributions
|
—
|
|
—
|
|
1,040
|
|
1,281
|
|
||||
Benefits paid
|
(25,880
|
)
|
(36,275
|
)
|
(5,387
|
)
|
(5,565
|
)
|
||||
Fair value of net plan assets at end of year
|
365,264
|
|
307,809
|
|
94,587
|
|
82,516
|
|
||||
Funded status - over (under)
|
$
|
(55,902
|
)
|
$
|
(83,793
|
)
|
$
|
10,973
|
|
$
|
1,315
|
|
Amounts recognized in the Consolidated
Balance Sheets at December 31:
|
|
|
|
|
|
|
|
|
||||
Deferred charges and other assets - other
|
$
|
—
|
|
$
|
—
|
|
$
|
30,475
|
|
20,843
|
|
|
Other accrued liabilities
|
—
|
|
—
|
|
647
|
|
660
|
|
||||
Deferred credits and other liabilities - other
|
55,902
|
|
83,793
|
|
18,855
|
|
18,868
|
|
||||
Benefit obligation assets (liabilities) - net amount recognized
|
$
|
(55,902
|
)
|
$
|
(83,793
|
)
|
$
|
10,973
|
|
$
|
1,315
|
|
Amounts recognized in accumulated other comprehensive loss:
|
|
|
|
|
|
|
|
|
||||
Actuarial loss
|
$
|
27,748
|
|
$
|
28,796
|
|
$
|
6,118
|
|
$
|
6,372
|
|
Prior service credit
|
—
|
|
—
|
|
(731
|
)
|
(848
|
)
|
||||
Total
|
$
|
27,748
|
|
$
|
28,796
|
|
$
|
5,387
|
|
$
|
5,524
|
|
Amounts recognized in regulatory assets or liabilities:
|
|
|
|
|
|
|
|
|
||||
Actuarial (gain) loss
|
$
|
155,484
|
|
$
|
159,939
|
|
$
|
(4,450
|
)
|
$
|
3,944
|
|
Prior service credit
|
—
|
|
—
|
|
(8,109
|
)
|
(9,390
|
)
|
||||
Total
|
$
|
155,484
|
|
$
|
159,939
|
|
$
|
(12,559
|
)
|
$
|
(5,446
|
)
|
|
2019
|
|
2018
|
|
||
|
(In thousands)
|
|||||
Projected benefit obligation
|
$
|
421,166
|
|
$
|
391,602
|
|
Accumulated benefit obligation
|
$
|
421,166
|
|
$
|
391,602
|
|
Fair value of plan assets
|
$
|
365,264
|
|
$
|
307,809
|
|
|
|
|
Pension Benefits
|
Other
Postretirement Benefits
|
||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
|
||||||
|
(In thousands)
|
|||||||||||||||||
Components of net periodic benefit cost (credit):
|
|
|
|
|
|
|
||||||||||||
Service cost
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
1,142
|
|
$
|
1,494
|
|
$
|
1,508
|
|
Interest cost
|
15,225
|
|
14,591
|
|
16,207
|
|
2,986
|
|
2,899
|
|
3,265
|
|
||||||
Expected return on assets
|
(18,236
|
)
|
(20,753
|
)
|
(20,528
|
)
|
(4,804
|
)
|
(4,866
|
)
|
(4,641
|
)
|
||||||
Amortization of prior service credit
|
—
|
|
—
|
|
—
|
|
(1,398
|
)
|
(1,394
|
)
|
(1,371
|
)
|
||||||
Recognized net actuarial loss
|
5,548
|
|
7,005
|
|
6,355
|
|
353
|
|
640
|
|
857
|
|
||||||
Net periodic benefit cost (credit), including amount capitalized
|
2,537
|
|
843
|
|
2,034
|
|
(1,721
|
)
|
(1,227
|
)
|
(382
|
)
|
||||||
Less amount capitalized
|
—
|
|
—
|
|
310
|
|
113
|
|
153
|
|
(370
|
)
|
||||||
Net periodic benefit cost (credit)
|
2,537
|
|
843
|
|
1,724
|
|
(1,834
|
)
|
(1,380
|
)
|
(12
|
)
|
||||||
Other changes in plan assets and benefit obligations recognized in accumulated comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net (gain) loss
|
(144
|
)
|
991
|
|
(1,091
|
)
|
(127
|
)
|
(1,735
|
)
|
1,742
|
|
||||||
Amortization of actuarial loss
|
(904
|
)
|
(1,084
|
)
|
(1,040
|
)
|
(110
|
)
|
(354
|
)
|
(289
|
)
|
||||||
Amortization of prior service (cost) credit
|
—
|
|
—
|
|
—
|
|
100
|
|
(220
|
)
|
161
|
|
||||||
Total recognized in accumulated other comprehensive loss
|
(1,048
|
)
|
(93
|
)
|
(2,131
|
)
|
(137
|
)
|
(2,309
|
)
|
1,614
|
|
||||||
Other changes in plan assets and benefit obligations recognized in regulatory assets or liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net (gain) loss
|
189
|
|
8,263
|
|
(4,736
|
)
|
(8,168
|
)
|
(732
|
)
|
(4,932
|
)
|
||||||
Amortization of actuarial loss
|
(4,644
|
)
|
(5,921
|
)
|
(5,315
|
)
|
(242
|
)
|
(286
|
)
|
(568
|
)
|
||||||
Amortization of prior service credit
|
—
|
|
—
|
|
—
|
|
1,297
|
|
1,614
|
|
1,210
|
|
||||||
Total recognized in regulatory assets or liabilities
|
(4,455
|
)
|
2,342
|
|
(10,051
|
)
|
(7,113
|
)
|
596
|
|
(4,290
|
)
|
||||||
Total recognized in net periodic benefit cost (credit), accumulated other comprehensive loss and regulatory assets or liabilities
|
$
|
(2,966
|
)
|
$
|
3,092
|
|
$
|
(10,458
|
)
|
$
|
(9,084
|
)
|
$
|
(3,093
|
)
|
$
|
(2,688
|
)
|
|
Pension Benefits
|
Other
Postretirement Benefits |
||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
Discount rate
|
2.96
|
%
|
4.03
|
%
|
3.00
|
%
|
4.05
|
%
|
Expected return on plan assets
|
6.25
|
%
|
6.75
|
%
|
5.75
|
%
|
5.75
|
%
|
Rate of compensation increase
|
N/A
|
|
N/A
|
|
3.00
|
%
|
3.00
|
%
|
|
Pension Benefits
|
Other
Postretirement Benefits |
||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
Discount rate
|
4.03
|
%
|
3.38
|
%
|
4.05
|
%
|
3.41
|
%
|
Expected return on plan assets
|
6.25
|
%
|
6.75
|
%
|
5.75
|
%
|
5.75
|
%
|
Rate of compensation increase
|
N/A
|
|
N/A
|
|
3.00
|
%
|
3.00
|
%
|
|
|
|
2019
|
|
2018
|
|
||||||
Health care trend rate assumed for next year
|
7.1
|
%
|
–
|
7.4
|
%
|
7.5
|
%
|
–
|
8.1
|
%
|
Health care cost trend rate - ultimate
|
|
|
4.5
|
%
|
|
|
4.5
|
%
|
||
Year in which ultimate trend rate achieved
|
|
|
2024
|
|
|
|
|
2024
|
|
|
1 Percentage
Point Increase
|
|
1 Percentage
Point Decrease
|
|
||
|
(In thousands)
|
|||||
Effect on total of service and interest cost components
|
$
|
245
|
|
$
|
(203
|
)
|
Effect on postretirement benefit obligation
|
$
|
3,751
|
|
$
|
(3,155
|
)
|
Years
|
Pension
Benefits
|
|
Other
Postretirement Benefits
|
|
Expected
Medicare
Part D Subsidy
|
|
|||
|
|
(In thousands)
|
|
|
|||||
2020
|
$
|
24,128
|
|
$
|
5,024
|
|
$
|
92
|
|
2021
|
24,432
|
|
5,073
|
|
86
|
|
|||
2022
|
24,642
|
|
5,098
|
|
80
|
|
|||
2023
|
24,874
|
|
5,091
|
|
73
|
|
|||
2024
|
24,924
|
|
5,000
|
|
65
|
|
|||
2025-2029
|
121,205
|
|
24,242
|
|
222
|
|
|
|
|
Fair Value Measurements
at December 31, 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 December 31, 2019
|
|
||||
|
(In thousands)
|
|||||||||||
Assets:
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
—
|
|
$
|
26,166
|
|
$
|
—
|
|
$
|
26,166
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
||||
U.S. companies
|
14,457
|
|
—
|
|
—
|
|
14,457
|
|
||||
International companies
|
—
|
|
938
|
|
—
|
|
938
|
|
||||
Collective and mutual funds*
|
160,906
|
|
58,894
|
|
—
|
|
219,800
|
|
||||
Corporate bonds
|
—
|
|
80,768
|
|
—
|
|
80,768
|
|
||||
Municipal bonds
|
—
|
|
11,828
|
|
—
|
|
11,828
|
|
||||
U.S. Government securities
|
7,296
|
|
2,082
|
|
—
|
|
9,378
|
|
||||
Total assets measured at fair value
|
$
|
182,659
|
|
$
|
180,676
|
|
$
|
—
|
|
$
|
363,335
|
|
*
|
Collective and mutual funds invest approximately 29 percent in common stock of international companies, 21 percent in common stock of large-cap U.S. companies, 18 percent in U.S. Government securities, 9 percent in corporate bonds, 6 percent in cash equivalents and 17 percent in other investments.
|
|
|
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:
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
—
|
|
$
|
4,930
|
|
$
|
—
|
|
$
|
4,930
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
||||
U.S. companies
|
11,038
|
|
—
|
|
—
|
|
11,038
|
|
||||
International companies
|
—
|
|
967
|
|
—
|
|
967
|
|
||||
Collective and mutual funds*
|
145,960
|
|
51,600
|
|
—
|
|
197,560
|
|
||||
Corporate bonds
|
—
|
|
73,110
|
|
—
|
|
73,110
|
|
||||
Municipal bonds
|
—
|
|
10,624
|
|
—
|
|
10,624
|
|
||||
U.S. Government securities
|
479
|
|
5,896
|
|
—
|
|
6,375
|
|
||||
Total assets measured at fair value
|
$
|
157,477
|
|
$
|
147,127
|
|
$
|
—
|
|
$
|
304,604
|
|
*
|
Collective and mutual funds invest approximately 27 percent in common stock of international companies, 31 percent in corporate bonds, 18 percent in common stock of large-cap U.S. companies, 5 percent in cash equivalents and 19 percent in other investments.
|
|
|
|
|
Fair Value Measurements
at December 31, 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 December 31, 2019
|
|
||||
|
(In thousands)
|
|||||||||||
Assets:
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
—
|
|
$
|
4,017
|
|
$
|
—
|
|
$
|
4,017
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
||||
U.S. companies
|
2,073
|
|
—
|
|
—
|
|
2,073
|
|
||||
International companies
|
—
|
|
1
|
|
—
|
|
1
|
|
||||
Insurance contract*
|
10
|
|
88,486
|
|
—
|
|
88,496
|
|
||||
Total assets measured at fair value
|
$
|
2,083
|
|
$
|
92,504
|
|
$
|
—
|
|
$
|
94,587
|
|
*
|
The insurance contract invests approximately 50 percent in corporate bonds, 25 percent in common stock of large-cap U.S. companies, 7 percent in U.S. Government securities, 7 percent in common stock of small-cap U.S. companies and 11 percent in other investments.
|
|
|
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:
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
—
|
|
$
|
3,866
|
|
$
|
—
|
|
$
|
3,866
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
||||
U.S. companies
|
1,767
|
|
—
|
|
—
|
|
1,767
|
|
||||
International companies
|
—
|
|
2
|
|
—
|
|
2
|
|
||||
Insurance contract*
|
1
|
|
76,880
|
|
—
|
|
76,881
|
|
||||
Total assets measured at fair value
|
$
|
1,768
|
|
$
|
80,748
|
|
$
|
—
|
|
$
|
82,516
|
|
*
|
The insurance contract invests approximately 51 percent in corporate bonds, 23 percent in common stock of large-cap U.S. companies, 7 percent in U.S. Government securities, 7 percent in common stock of small-cap U.S. companies and 12 percent in other investments.
|
|
|
|
|
2019
|
|
2018
|
|
||
|
(In thousands)
|
|||||
Projected benefit obligation
|
$
|
99,245
|
|
$
|
93,988
|
|
Accumulated benefit obligation
|
$
|
99,245
|
|
$
|
93,988
|
|
|
2019
|
|
2018
|
|
2017
|
|
|||
|
(In thousands)
|
||||||||
Components of net periodic benefit cost:
|
|
|
|
||||||
Service cost
|
$
|
109
|
|
$
|
185
|
|
$
|
289
|
|
Interest cost
|
3,473
|
|
3,157
|
|
3,494
|
|
|||
Recognized net actuarial loss
|
764
|
|
1,047
|
|
883
|
|
|||
Net periodic benefit cost
|
$
|
4,346
|
|
$
|
4,389
|
|
$
|
4,666
|
|
|
2019
|
|
2018
|
|
Benefit obligation discount rate
|
2.73
|
%
|
3.86
|
%
|
Benefit obligation rate of compensation increase
|
N/A
|
|
N/A
|
|
Net periodic benefit cost discount rate
|
3.86
|
%
|
3.20
|
%
|
Net periodic benefit cost rate of compensation increase
|
N/A
|
|
N/A
|
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
2025-2029
|
|
||||||
|
(In thousands)
|
|||||||||||||||||
Nonqualified benefits
|
$
|
7,774
|
|
$
|
7,795
|
|
$
|
7,023
|
|
$
|
7,219
|
|
$
|
7,597
|
|
$
|
35,998
|
|
|
2019
|
|
2018
|
|
||
|
(In thousands)
|
|||||
Investments
|
|
|
||||
Insurance contract*
|
$
|
87,009
|
|
$
|
73,838
|
|
Life insurance**
|
38,659
|
|
37,274
|
|
||
Other
|
8,450
|
|
10,818
|
|
||
Total investments
|
$
|
134,118
|
|
$
|
121,930
|
|
*
|
For more information on the insurance contract, see Note 8.
|
**
|
Investments of life insurance are carried on plan participants (payable upon the employee's death).
|
|
|
|
•
|
Assets contributed to the MEPP by one employer may be used to provide benefits to employees of other participating employers
|
•
|
If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers
|
•
|
If the Company chooses to stop participating in some of its MEPPs, the Company may be required to pay those plans an amount based on the underfunded status of the plan, referred to as a withdrawal liability
|
|
EIN/Pension Plan Number
|
Pension Protection Act Zone Status
|
FIP/RP Status Pending/Implemented
|
Contributions
|
Surcharge Imposed
|
Expiration Date
of Collective
Bargaining
Agreement
|
|
|||||||||
Pension Fund
|
2019
|
2018
|
2019
|
|
2018
|
|
2017
|
|
|
|||||||
|
|
|
|
|
(In thousands)
|
|
|
|
||||||||
Alaska Laborers-Employers Retirement Fund
|
91-6028298-001
|
Yellow as of 6/30/2019
|
Yellow as of 6/30/2018
|
Implemented
|
$
|
815
|
|
$
|
732
|
|
$
|
690
|
|
No
|
12/31/2020
|
|
Construction Industry and Laborers Joint Pension Trust for So Nevada, Plan A
|
88-0135695-001
|
Red
|
Red
|
Implemented
|
544
|
|
346
|
|
377
|
|
No
|
6/30/2020
|
|
|||
Edison Pension Plan
|
93-6061681-001
|
Green
|
Green
|
No
|
12,252
|
|
12,111
|
|
12,725
|
|
No
|
12/31/2020
|
|
|||
IBEW Local 212 Pension Trust
|
31-6127280-001
|
Green as of 4/30/2019
|
Green as of 4/30/2018
|
No
|
1,110
|
|
1,341
|
|
1,312
|
|
No
|
6/1/2025
|
|
|||
IBEW Local 357 Pension Plan A
|
88-6023284-001
|
Green
|
Green
|
No
|
10,162
|
|
3,460
|
|
3,286
|
|
No
|
5/31/2021
|
|
|||
IBEW Local 648 Pension Plan
|
31-6134845-001
|
Yellow as of 2/28/2019
|
Yellow as of 2/28/2018
|
Implemented
|
728
|
|
2,175
|
|
2,254
|
|
No
|
8/29/2021
|
|
|||
IBEW Local 82 Pension Plan
|
31-6127268-001
|
Green as of 6/30/2019
|
Green as of 6/30/2018
|
No
|
1,662
|
|
1,569
|
|
1,757
|
|
No
|
12/3/2023
|
|
|||
Idaho Plumbers and Pipefitters Pension Plan
|
82-6010346-001
|
Green as of 5/31/2019
|
Green as of 5/31/2018
|
No
|
1,307
|
|
1,247
|
|
1,156
|
|
No
|
3/31/2023
|
|
|||
Minnesota Teamsters Construction Division Pension Fund
|
41-6187751-001
|
Green as of 11/30/2018
|
Green as of 11/30/2017
|
No
|
673
|
|
740
|
|
826
|
|
No
|
4/30/2021
|
|
|||
National Automatic Sprinkler Industry Pension Fund
|
52-6054620-001
|
Red
|
Red
|
Implemented
|
1,074
|
|
738
|
|
718
|
|
No
|
3/31/2021-
7/31/2024 |
|
|||
National Electrical Benefit Fund
|
53-0181657-001
|
Green
|
Green
|
No
|
12,679
|
|
8,468
|
|
8,891
|
|
No
|
8/31/2019-
6/1/2025 |
*
|
|||
Pension Trust Fund for Operating Engineers
|
94-6090764-001
|
Yellow
|
Yellow
|
Implemented
|
2,598
|
|
2,403
|
|
2,391
|
|
No
|
3/31/2020-
6/15/2022 |
|
|||
Sheet Metal Workers Pension Plan of Southern CA, AZ, and NV
|
95-6052257-001
|
Yellow
|
Yellow
|
Implemented
|
2,119
|
|
1,774
|
|
1,016
|
|
No
|
6/30/2020
|
|
|||
Southwest Marine Pension Trust
|
95-6123404-001
|
Red
|
Red
|
Implemented
|
132
|
|
81
|
|
48
|
|
No
|
1/31/2024
|
|
|||
Other funds
|
|
|
|
|
24,670
|
|
21,537
|
|
19,298
|
|
|
|
|
|||
Total contributions
|
$
|
72,525
|
|
$
|
58,722
|
|
$
|
56,745
|
|
|
|
|
*
|
Plan includes contributions required by collective bargaining agreements which have expired, but contain provisions automatically renewing their terms in the absence of a subsequent negotiated agreement.
|
|
|
|
Pension Fund
|
Year Contributions to Plan Exceeded More Than 5 Percent
of Total Contributions (as of December 31 of the Plan's Year-End)
|
Edison Pension Plan
|
2018 and 2017
|
IBEW Local 82 Pension Plan
|
2018 and 2017
|
IBEW Local 124 Pension Trust Fund
|
2018 and 2017
|
IBEW Local 212 Pension Trust Fund
|
2018 and 2017
|
IBEW Local 357 Pension Plan A
|
2018 and 2017
|
IBEW Local 648 Pension Plan
|
2018 and 2017
|
IBEW Local Union No 226 Open End Pension Fund
|
2018
|
Idaho Plumbers and Pipefitters Pension Plan
|
2018 and 2017
|
International Union of Operating Engineers Local 701 Pension Trust Fund
|
2018 and 2017
|
Minnesota Teamsters Construction Division Pension Fund
|
2018 and 2017
|
Pension and Retirement Plan of Plumbers and Pipefitters Local 525
|
2018 and 2017
|
|
|
|
Ownership Percentage
|
|
2019
|
|
2018
|
|
||
|
|
(In thousands)
|
||||||
Big Stone Station:
|
22.7
|
%
|
|
|
||||
Utility plant in service
|
|
$
|
152,836
|
|
$
|
156,534
|
|
|
Construction work in progress
|
|
518
|
|
92
|
|
|||
Less accumulated depreciation
|
|
46,266
|
|
49,345
|
|
|||
|
|
$
|
107,088
|
|
$
|
107,281
|
|
|
BSSE:
|
50.0
|
%
|
|
|
||||
Utility plant in service
|
|
$
|
105,767
|
|
$
|
—
|
|
|
Construction work in progress
|
|
—
|
|
105,846
|
|
|||
Less accumulated depreciation
|
|
1,232
|
|
—
|
|
|||
|
|
$
|
104,535
|
|
$
|
105,846
|
|
|
Coyote Station:
|
25.0
|
%
|
|
|
||||
Utility plant in service
|
|
$
|
160,235
|
|
$
|
155,236
|
|
|
Construction work in progress
|
|
21
|
|
1,920
|
|
|||
Less accumulated depreciation
|
|
107,638
|
|
105,565
|
|
|||
|
|
$
|
52,618
|
|
$
|
51,591
|
|
|
Wygen III:
|
25.0
|
%
|
|
|
||||
Utility plant in service
|
|
$
|
67,869
|
|
$
|
65,382
|
|
|
Construction work in progress
|
|
112
|
|
220
|
|
|||
Less accumulated depreciation
|
|
10,482
|
|
9,174
|
|
|||
|
|
$
|
57,499
|
|
$
|
56,428
|
|
|
|
|
|
|
|
|
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
|
||||||
|
(In thousands)
|
|||||||||||||||||
Purchase commitments
|
$
|
405,535
|
|
$
|
250,266
|
|
$
|
184,225
|
|
$
|
123,166
|
|
$
|
87,297
|
|
$
|
678,432
|
|
|
|
|
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
||||
|
(In thousands, except per share amounts)
|
|||||||||||
2019
|
|
|
|
|
||||||||
Operating revenues
|
$
|
1,091,191
|
|
$
|
1,303,573
|
|
$
|
1,563,799
|
|
$
|
1,378,213
|
|
Operating expenses
|
1,026,973
|
|
1,206,262
|
|
1,374,329
|
|
1,247,992
|
|
||||
Operating income
|
64,218
|
|
97,311
|
|
189,470
|
|
130,221
|
|
||||
Income from continuing operations
|
41,089
|
|
63,145
|
|
136,128
|
|
94,804
|
|
||||
Income (loss) from discontinued operations, net of tax
|
(163
|
)
|
(1,320
|
)
|
1,509
|
|
261
|
|
||||
Net income
|
40,926
|
|
61,825
|
|
137,637
|
|
95,065
|
|
||||
Earnings per share - basic:
|
|
|
|
|
|
|
|
|||||
Income from continuing operations
|
.21
|
|
.32
|
|
.68
|
|
.47
|
|
||||
Discontinued operations, net of tax
|
—
|
|
(.01
|
)
|
.01
|
|
—
|
|
||||
Earnings per share - basic
|
.21
|
|
.31
|
|
.69
|
|
.47
|
|
||||
Earnings per share - diluted:
|
|
|
|
|
|
|
|
|||||
Income from continuing operations
|
.21
|
|
.32
|
|
.68
|
|
.47
|
|
||||
Discontinued operations, net of tax
|
—
|
|
(.01
|
)
|
.01
|
|
—
|
|
||||
Earnings per share - diluted
|
.21
|
|
.31
|
|
.69
|
|
.47
|
|
||||
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
|||||
Basic
|
196,401
|
|
198,270
|
|
199,343
|
|
200,383
|
|
||||
Diluted
|
196,414
|
|
198,287
|
|
199,383
|
|
200,478
|
|
||||
|
|
|
|
|
||||||||
2018
|
|
|
|
|
|
|
|
|
||||
Operating revenues
|
$
|
976,293
|
|
$
|
1,064,597
|
|
$
|
1,280,787
|
|
$
|
1,209,875
|
|
Operating expenses
|
906,917
|
|
990,605
|
|
1,140,783
|
|
1,091,524
|
|
||||
Operating income
|
69,376
|
|
73,992
|
|
140,004
|
|
118,351
|
|
||||
Income from continuing operations
|
41,960
|
|
44,075
|
|
107,369
|
|
75,982
|
|
||||
Income (loss) from discontinued operations, net of tax
|
477
|
|
(273
|
)
|
(118
|
)
|
2,846
|
|
||||
Net income
|
42,437
|
|
43,802
|
|
107,251
|
|
78,828
|
|
||||
Earnings per share - basic:
|
|
|
|
|
|
|
|
|
||||
Income from continuing operations
|
.22
|
|
.22
|
|
.55
|
|
.39
|
|
||||
Discontinued operations, net of tax
|
—
|
|
—
|
|
—
|
|
.01
|
|
||||
Earnings per share - basic
|
.22
|
|
.22
|
|
.55
|
|
.40
|
|
||||
Earnings per share - diluted:
|
|
|
|
|
|
|
|
|
||||
Income from continuing operations
|
.22
|
|
.22
|
|
.55
|
|
.39
|
|
||||
Discontinued operations, net of tax
|
—
|
|
—
|
|
—
|
|
.01
|
|
||||
Earnings per share - diluted
|
.22
|
|
.22
|
|
.55
|
|
.40
|
|
||||
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
|
||||
Basic
|
195,304
|
|
195,524
|
|
196,018
|
|
196,023
|
|
||||
Diluted
|
195,982
|
|
196,169
|
|
196,265
|
|
196,385
|
|
|
|
The following abbreviations and acronyms used in Notes to Consolidated Financial Statements are defined below:
|
|
Abbreviation or Acronym
|
|
AFUDC
|
Allowance for funds used during construction
|
ASC
|
FASB Accounting Standards Codification
|
ASU
|
FASB Accounting Standards Update
|
Big Stone Station
|
475-MW coal-fired electric generating facility near Big Stone City, South Dakota (22.7 percent ownership)
|
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 (50 percent ownership)
|
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's Consolidated EBITDA
|
Centennial's consolidated net income from continuing operations plus the related interest expense, taxes, depreciation, depletion, amortization of intangibles and any non-cash charge relating to asset impairment for the preceding 12-month period
|
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 Refining
|
Dakota Prairie Refining, LLC, a limited liability company previously owned by WBI Energy and Calumet Specialty Products Partners, L.P. (previously included in the Company's refining segment)
|
EBITDA
|
Earnings before interest, taxes, depreciation, depletion and amortization
|
EIN
|
Employer Identification Number
|
EPA
|
United States Environmental Protection Agency
|
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)
|
FIP
|
Funding improvement plan
|
GAAP
|
Accounting principles generally accepted in the United States of America
|
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.
|
IBEW
|
International Brotherhood of Electrical Workers
|
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
|
K-Plan
|
Company's 401(k) Retirement Plan
|
LWG
|
Lower Willamette Group
|
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
|
MEPP
|
Multiemployer pension plan
|
MISO
|
Midcontinent Independent System Operator, Inc.
|
|
|
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
|
Oil
|
Includes crude oil and condensate
|
OPUC
|
Oregon Public Utility Commission
|
PRP
|
Potentially Responsible Party
|
RP
|
Rehabilitation plan
|
SDPUC
|
South Dakota Public Utilities Commission
|
SEC
|
United States Securities and Exchange Commission
|
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
|
Wygen III
|
100-MW coal-fired electric generating facility near Gillette, Wyoming (25 percent ownership)
|
WYPSC
|
Wyoming Public Service Commission
|
|
|
|
|
Plan Category
|
(a)
Number of securities to be issued upon exercise of outstanding options, warrants and rights
|
|
|
(b)
Weighted average exercise price of outstanding options, warrants and rights
|
|
|
(c)
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
|
|
|
|
Equity compensation plans approved by stockholders (1)
|
596,341
|
|
(2)
|
$
|
—
|
|
(3)
|
4,012,055
|
|
(4)(5)
|
Equity compensation plans not approved by stockholders
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
|
Total
|
596,341
|
|
|
$
|
—
|
|
|
4,012,055
|
|
|
(1)
|
Consists of the Non-Employee Director Long-Term Incentive Compensation Plan and the Long-Term Performance-Based Incentive Plan.
|
(2)
|
Consists of performance shares and restricted stock awards.
|
(3)
|
No weighted average exercise price is shown for the performance shares or restricted stock awards because such awards have no exercise price.
|
(4)
|
This amount includes 3,737,848 shares available for future issuance under the Long-Term Performance-Based Incentive Plan in connection with grants of restricted stock, performance units, performance shares or other equity-based awards.
|
(5)
|
This amount includes 274,207 shares available for future issuance under the Non-Employee Director Long-Term Incentive Compensation Plan.
|
|
|
|
1. Financial Statements
|
|
The following consolidated financial statements required under this item are
included under Item 8 - Financial Statements and Supplementary Data.
|
Page
|
|
|
|
|
|
|
|
|
|
|
|
|
2. Financial Statement Schedules
|
|
The following financial statement schedules are included in Part IV of this report.
|
Page
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended December 31,
|
2019
|
|
2018
|
|
2017
|
|
|||
|
(In thousands)
|
||||||||
Operating revenues
|
$
|
—
|
|
$
|
628,331
|
|
$
|
623,693
|
|
Operating expenses
|
—
|
|
540,125
|
|
520,069
|
|
|||
Operating income
|
—
|
|
88,206
|
|
103,624
|
|
|||
Other income
|
—
|
|
1,504
|
|
4,876
|
|
|||
Interest expense
|
—
|
|
32,761
|
|
31,997
|
|
|||
Income before income taxes
|
—
|
|
56,949
|
|
76,503
|
|
|||
Income taxes
|
—
|
|
(4,259
|
)
|
13,800
|
|
|||
Equity in earnings of subsidiaries from continuing operations
|
335,166
|
|
208,177
|
|
222,283
|
|
|||
Net income from continuing operations
|
335,166
|
|
269,385
|
|
284,986
|
|
|||
Equity in earnings (loss) of subsidiaries from discontinued operations
|
287
|
|
2,933
|
|
(3,783
|
)
|
|||
Loss on redemption of preferred stock
|
—
|
|
—
|
|
600
|
|
|||
Dividends declared on preferred stock
|
—
|
|
—
|
|
171
|
|
|||
Earnings on common stock
|
$
|
335,453
|
|
$
|
272,318
|
|
$
|
280,432
|
|
Comprehensive income
|
$
|
331,693
|
|
$
|
279,269
|
|
$
|
279,602
|
|
|
|
December 31,
|
2019
|
|
2018
|
|
||
(In thousands, except shares and per share amounts)
|
|
|||||
Assets
|
|
|
||||
Current assets:
|
|
|
||||
Cash and cash equivalents
|
$
|
12,326
|
|
$
|
2,271
|
|
Receivables, net
|
4,727
|
|
92,724
|
|
||
Accounts receivable from subsidiaries
|
49,943
|
|
36,015
|
|
||
Inventories
|
—
|
|
13,293
|
|
||
Prepayments and other current assets
|
501
|
|
14,488
|
|
||
Total current assets
|
67,497
|
|
158,791
|
|
||
Investments
|
46,294
|
|
76,202
|
|
||
Investment in subsidiaries
|
2,842,068
|
|
1,790,886
|
|
||
Property, plant and equipment
|
—
|
|
2,846,715
|
|
||
Less accumulated depreciation, depletion and amortization
|
—
|
|
836,735
|
|
||
Net property, plant and equipment
|
—
|
|
2,009,980
|
|
||
Deferred charges and other assets:
|
|
|
||||
Goodwill
|
—
|
|
4,812
|
|
||
Operating lease right-of-use assets
|
153
|
|
—
|
|
||
Other
|
34,367
|
|
180,473
|
|
||
Total deferred charges and other assets
|
34,520
|
|
185,285
|
|
||
Total assets
|
$
|
2,990,379
|
|
$
|
4,221,144
|
|
|
|
|
||||
Liabilities and Stockholders' Equity
|
|
|
||||
Current liabilities:
|
|
|
||||
Long-term debt due within one year
|
$
|
—
|
|
$
|
200,711
|
|
Accounts payable
|
2,981
|
|
50,051
|
|
||
Accounts payable to subsidiaries
|
4,752
|
|
12,438
|
|
||
Taxes payable
|
1,253
|
|
24,704
|
|
||
Dividends payable
|
41,580
|
|
39,695
|
|
||
Accrued compensation
|
8,812
|
|
14,346
|
|
||
Current operating lease liabilities
|
96
|
|
—
|
|
||
Other accrued liabilities
|
7,690
|
|
54,099
|
|
||
Total current liabilities
|
67,164
|
|
396,044
|
|
||
Long-term debt
|
—
|
|
586,012
|
|
||
Deferred credits and other liabilities:
|
|
|
||||
Deferred income taxes
|
—
|
|
165,122
|
|
||
Noncurrent operating lease liabilities
|
56
|
|
—
|
|
||
Other
|
75,913
|
|
507,191
|
|
||
Total deferred credits and other liabilities
|
75,969
|
|
672,313
|
|
||
Commitments and contingencies
|
|
|
|
|
||
Stockholders' equity:
|
|
|
|
|
||
Common stock
|
|
|
|
|
||
Authorized - 500,000,000 shares, $1.00 par value
|
|
|
|
|||
Shares issued - 200,922,790 at December 31, 2019 and 196,564,907 at December 31, 2018
|
200,923
|
|
196,565
|
|
||
Other paid-in capital
|
1,355,404
|
|
1,248,576
|
|
||
Retained earnings
|
1,336,647
|
|
1,163,602
|
|
||
Accumulated other comprehensive loss
|
(42,102
|
)
|
(38,342
|
)
|
||
Treasury stock at cost - 538,921 shares
|
(3,626
|
)
|
(3,626
|
)
|
||
Total stockholders' equity
|
2,847,246
|
|
2,566,775
|
|
||
Total liabilities and stockholders' equity
|
$
|
2,990,379
|
|
$
|
4,221,144
|
|
|
|
Years ended December 31,
|
2019
|
|
2018
|
|
2017
|
|
|||
|
(In thousands)
|
||||||||
Net cash provided by operating activities
|
$
|
168,520
|
|
$
|
294,379
|
|
$
|
284,075
|
|
Investing activities:
|
|
|
|
|
|
||||
Capital expenditures
|
—
|
|
(242,692
|
)
|
(146,370
|
)
|
|||
Net proceeds from sale or disposition of property and other
|
—
|
|
5,032
|
|
(5,665
|
)
|
|||
Investments in and advances to subsidiaries
|
(120,000
|
)
|
(40,000
|
)
|
(40,000
|
)
|
|||
Advances from subsidiaries
|
17,000
|
|
70,000
|
|
40,000
|
|
|||
Investments
|
(236
|
)
|
(528
|
)
|
(468
|
)
|
|||
Net cash used in investing activities
|
(103,236
|
)
|
(208,188
|
)
|
(152,503
|
)
|
|||
Financing activities:
|
|
|
|
|
|
||||
Issuance of long-term debt
|
—
|
|
199,422
|
|
70,080
|
|
|||
Repayment of long-term debt
|
—
|
|
(125,961
|
)
|
(37,569
|
)
|
|||
Payments of stock issuance costs
|
—
|
|
(10
|
)
|
—
|
|
|||
Proceeds from issuance of common stock
|
106,848
|
|
—
|
|
—
|
|
|||
Dividends paid
|
(160,256
|
)
|
(154,573
|
)
|
(150,727
|
)
|
|||
Redemption of preferred stock
|
—
|
|
—
|
|
(15,600
|
)
|
|||
Repurchase of common stock
|
—
|
|
(1,920
|
)
|
(564
|
)
|
|||
Tax withholding on stock-based compensation
|
(1,821
|
)
|
(1,721
|
)
|
(508
|
)
|
|||
Net cash used in financing activities
|
(55,229
|
)
|
(84,763
|
)
|
(134,888
|
)
|
|||
Increase (decrease) in cash and cash equivalents
|
10,055
|
|
1,428
|
|
(3,316
|
)
|
|||
Cash and cash equivalents - beginning of year
|
2,271
|
|
843
|
|
4,159
|
|
|||
Cash and cash equivalents - end of year
|
$
|
12,326
|
|
$
|
2,271
|
|
$
|
843
|
|
|
|
|
|
Additions
|
|
|
|
||||||||||||
Description
|
Balance at Beginning of Year
|
|
Charged to Costs and Expenses
|
|
Other
|
|
*
|
Deductions
|
|
**
|
Balance at End of Year
|
|
|||||
|
(In thousands)
|
||||||||||||||||
Allowance for doubtful accounts:
|
|
|
|
|
|
|
|||||||||||
2019
|
$
|
8,850
|
|
$
|
7,864
|
|
$
|
980
|
|
|
$
|
9,197
|
|
|
$
|
8,497
|
|
2018
|
8,069
|
|
7,532
|
|
1,121
|
|
|
7,872
|
|
|
8,850
|
|
|||||
2017
|
10,479
|
|
7,024
|
|
989
|
|
|
10,423
|
|
|
8,069
|
|
*
|
Recoveries.
|
**
|
Uncollectible accounts written off.
|
|
|
|
|
Incorporated by Reference
|
||||
Exhibit Number
|
Exhibit Description
|
Filed Herewith
|
Form
|
Period Ended
|
Exhibit
|
Filing Date
|
File Number
|
2(a)
|
|
8-K
|
|
2(a)
|
1/2/19
|
1-03480
|
|
3(a)
|
|
8-K
|
|
3.2
|
5/8/19
|
1-03480
|
|
3(b)
|
|
8-K
|
|
3.1
|
2/15/19
|
1-03480
|
|
4(a)
|
|
S-8
|
|
4(f)
|
1/21/04
|
333-112035
|
|
4(b)
|
|
10-K
|
12/31/09
|
4(c)
|
2/17/10
|
1-03480
|
|
*4(c)
|
X
|
|
|
|
|
|
|
*4(d)
|
X
|
|
|
|
|
|
|
4(e)
|
|
10-Q
|
6/30/19
|
4(a)
|
8/2/19
|
1-03480
|
|
4(f)
|
|
10-Q
|
9/30/19
|
4(a)
|
11/1/19
|
1-03480
|
|
|
|
|
|
Incorporated by Reference
|
||||
Exhibit Number
|
Exhibit Description
|
Filed Herewith
|
Form
|
Period Ended
|
Exhibit
|
Filing Date
|
File Number
|
4(g)
|
X
|
|
|
|
|
|
|
+10(a)
|
|
10-Q
|
6/30/17
|
10(d)
|
8/4/17
|
1-03480
|
|
+10(b)
|
|
10-Q
|
6/30/19
|
10(a)
|
8/2/19
|
1-03480
|
|
+10(c)
|
|
10-Q
|
6/30/08
|
10(a)
|
8/7/08
|
1-03480
|
|
+10(d)
|
|
10-Q
|
6/30/11
|
10(a)
|
8/5/11
|
1-03480
|
|
+10(e)
|
|
10-Q
|
6/30/12
|
10(a)
|
8/7/12
|
1-03480
|
|
+10(f)
|
|
10-K
|
12/31/15
|
10(f)
|
2/19/16
|
1-03480
|
|
+10(g)
|
X
|
|
|
|
|
|
|
+10(h)
|
|
8-K
|
|
10.1
|
2/21/17
|
1-03480
|
|
+10(i)
|
|
8-K
|
|
10.1
|
2/21/18
|
1-03480
|
|
+10(j)
|
|
10-K
|
12/31/18
|
10(k)
|
2/22/19
|
1-03480
|
|
+10(k)
|
X
|
|
|
|
|
|
|
+10(l)
|
|
8-K
|
|
10.3
|
2/21/18
|
1-03480
|
|
+10(m)
|
|
8-K
|
|
10.1
|
5/15/14
|
1-03480
|
|
+10(n)
|
|
8-K
|
|
10.2
|
5/15/14
|
1-03480
|
|
+10(o)
|
|
10-Q
|
6/30/17
|
10(c)
|
8/4/17
|
1-03480
|
|
+10(p)
|
|
10-Q
|
3/31/17
|
10(a)
|
5/8/17
|
1-03480
|
|
+10(q)
|
|
10-Q
|
3/31/17
|
10(b)
|
5/8/17
|
1-03480
|
|
+10(r)
|
|
10-Q
|
6/30/17
|
10(e)
|
8/4/17
|
1-03480
|
|
+10(s)
|
|
10-Q
|
9/30/17
|
10(a)
|
11/3/17
|
1-03480
|
|
+10(t)
|
|
10-Q
|
6/30/19
|
10(b)
|
8/2/19
|
1-03480
|
|
+10(u)
|
|
10-Q
|
6/30/19
|
10(c)
|
8/2/19
|
1-03480
|
|
+10(v)
|
|
10-Q
|
6/30/19
|
10(d)
|
8/2/19
|
1-03480
|
|
|
|
|
|
Incorporated by Reference
|
||||
Exhibit Number
|
Exhibit Description
|
Filed Herewith
|
Form
|
Period Ended
|
Exhibit
|
Filing Date
|
File Number
|
+10(w)
|
|
10-Q
|
6/30/19
|
10(e)
|
8/2/19
|
1-03480
|
|
+10(x)
|
|
10-Q
|
9/30/19
|
10(a)
|
11/1/19
|
1-03480
|
|
+10(y)
|
X
|
|
|
|
|
|
|
+10(z)
|
|
10-K
|
12/31/13
|
10(ab)
|
2/21/14
|
1-03480
|
|
+10(aa)
|
|
8-K
|
|
10.1
|
9/21/17
|
1-03480
|
|
21
|
X
|
|
|
|
|
|
|
23
|
X
|
|
|
|
|
|
|
31(a)
|
X
|
|
|
|
|
|
|
31(b)
|
X
|
|
|
|
|
|
|
32
|
X
|
|
|
|
|
|
|
95
|
X
|
|
|
|
|
|
|
101.INS
|
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
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101.SCH
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XBRL Taxonomy Extension Schema Document
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB
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XBRL Taxonomy Extension Label Linkbase Document
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document
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* 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.
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+ Management contract, compensatory plan or arrangement.
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MDU Resources Group, Inc. agrees to furnish to the SEC upon request any instrument with respect to long-term debt that MDU Resources Group, Inc. has not filed as an exhibit pursuant to the exemption provided by Item 601(b)(4)(iii)(A) of Regulation S-K.
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MDU Resources Group, Inc.
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Date:
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February 21, 2020
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By:
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/s/ David L. Goodin
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David L. Goodin
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(President and Chief Executive Officer)
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Signature
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Title
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Date
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/s/ David L. Goodin
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Chief Executive Officer and Director
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February 21, 2020
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David L. Goodin
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(President and Chief Executive Officer)
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/s/ Jason L. Vollmer
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Chief Financial Officer
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February 21, 2020
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Jason L. Vollmer
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(Vice President, Chief Financial Officer and Treasurer)
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/s/ Stephanie A. Barth
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Chief Accounting Officer
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February 21, 2020
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Stephanie A. Barth
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(Vice President, Chief Accounting Officer and Controller)
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/s/ Dennis W. Johnson
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Director
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February 21, 2020
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Dennis W. Johnson
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(Chair of the Board)
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/s/ Thomas Everist
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Director
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February 21, 2020
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Thomas Everist
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/s/ Karen B. Fagg
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Director
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February 21, 2020
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Karen B. Fagg
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/s/ Mark A. Hellerstein
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Director
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February 21, 2020
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Mark A. Hellerstein
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/s/ Patricia L. Moss
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Director
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February 21, 2020
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Patricia L. Moss
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/s/ Edward A. Ryan
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Director
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February 21, 2020
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Edward A. Ryan
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/s/ David M. Sparby
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Director
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February 21, 2020
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David M. Sparby
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/s/ Chenxi Wang
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Director
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February 21, 2020
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Chenxi Wang
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/s/ John K. Wilson
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Director
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February 21, 2020
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John K. Wilson
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1
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2
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Pricing Level
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Applicable Amount (in basis points per annum)
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Facility Fee
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Eurodollar Advances/
Letter of Credit Fee
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Base Rate Advances
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1
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10.0
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77.5
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0.0
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2
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12.5
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87.5
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0.0
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3
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15.0
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97.5
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0.0
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4
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20.0
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105.0
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5.0
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5
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25.0
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125.0
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25.0
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6
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30.0
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145.0
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45.0
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3
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4
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5
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6
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7
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9
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10
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11
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12
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13
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14
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15
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Pricing Level
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Pricing Rating
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1
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At least A
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2
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At least A-
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3
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At least BBB+
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4
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At least BBB
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5
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At least BBB-
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6
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Below BBB- or not rated.
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16
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17
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20
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34
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60
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61
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64
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65
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66
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68
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69
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70
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71
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72
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74
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75
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76
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77
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78
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79
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80
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81
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82
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83
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84
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85
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86
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87
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88
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89
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Exhibit A-1
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-
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Form of Revolving Credit Note
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Exhibit A-2
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-
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Form of Swingline Note
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Exhibit B
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-
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Form of Notice of Borrowing
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Exhibit C
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-
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Form of Notice of Account Designation
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Exhibit D
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-
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Form of Notice of Conversion/Continuation
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Exhibit E
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-
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Form of Officer’s Compliance Certificate
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Exhibit F
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-
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Form of Assignment and Assumption
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Exhibit G-1
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-
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Form of U.S. Tax Compliance Certificate (Non-Partnership Foreign Lenders)
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Exhibit G-2
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-
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Form of U.S. Tax Compliance Certificate (Non-Partnership Foreign Participants)
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Exhibit G-3
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-
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Form of U.S. Tax Compliance Certificate (Foreign Participant Partnerships)
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Exhibit G-4
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-
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Form of U.S. Tax Compliance Certificate (Foreign Lender Partnerships)
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SCHEDULES
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Schedule 1.1
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-
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Commitments and Commitment Percentages
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Schedule 6.2
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-
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Authorizing Orders
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Schedule 6.4
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-
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Subsidiaries
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Schedule 8.1
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-
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Existing Liens
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Pricing Level
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Applicable Rating
(S&P/Fitch)
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Applicable
Facility Fee Rate
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Applicable Margin for LIBOR Rate Loans and Letter of Credit Fees
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Applicable Margin for Base Rate Loans
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I
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≥ A+/A+
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0.075%
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0.800%
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0%
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II
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A/A
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0.100%
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0.900%
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0%
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III
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A-/A-
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0.125%
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1.000%
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0%
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IV
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BBB+/BBB+
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0.175%
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1.075%
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0.075%
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V
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≤ BBB/BBB
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0.225%
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1.275%
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0.275%
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LIBOR Rate =
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LIBOR
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1.00-Eurodollar Reserve Percentage
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(i)
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a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);
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(ii)
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a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or
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(iii)
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a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).
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PNC BANK, NATIONAL ASSOCIATION, as a Lender
By: /s/ Christopher Olsen
Name: Christopher Olsen
Title: Vice President
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U.S. BANK NATIONAL ASSOCIATION, as a Lender
By: /s/ James O'Shaughnessy
Name: James O'Shaughnessy
Title: Vice President
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KEYBANK NATIONAL ASSOCIATION, as a Lender
By: /s/ Keven D. Smith
Name: Keven D. Smith
Title: Senior Vice President
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•
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500,000,000 shares of common stock, $1.00 par value per share; and
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•
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2,000,000 shares of preferred stock, $100 par value per share.
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•
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our Board approved the business combination or the transaction of our stock before the person became an interested stockholder;
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•
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upon consummation of the transaction that resulted in the person becoming an interested stockholder, that person owned at least 85% of our outstanding voting stock outstanding at the time of the transaction, excluding certain shares; or
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•
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at or subsequent to such time the business combination is approved by the Board and by at least two-thirds of the outstanding voting stock not owned by the interested stockholder.
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VI.
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PLAN PERFORMANCE MEASURES
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I.
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DEFINITIONS
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1.
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The “Administrator” shall be the Compensation Committee of the Board of Directors of MDUR with respect to employees subject to Section 16 of the Securities Exchange Act of 1934, as amended. With respect to employees who are not subject to Section 16, the Chief Executive Officer of MDUR, with respect to MDUR employees, and the chief executive officer of each business segment, in conjunction with the Chief Executive Officer of MDUR, with respect to the business segment’s employees, shall be the Administrator.
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2.
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"Change in Control" shall mean the occurrence of any of the following transactions or events: (a) any person (which shall not include MDUR, any subsidiary of MDUR or any employee benefit plan of MDUR or of any subsidiary of MDUR) ("Person") or group (as that term is defined in Treasury Regulation Section 1.409A-3(i)(5)(v)(B)), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such Person or Persons) ownership of stock of MDUR possessing 30% or more of the total voting power of the stock of MDUR; (b) any Person or group (as that term is defined in Treasury Regulation Section 1.409A-3(i)(5)(v)(B)), acquires ownership of the stock of MDUR that, together with stock held by such Person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of MDUR (this part (b) applies only when there is a transfer of stock of MDUR and MDUR's stock remains outstanding after the transaction); (c) a majority of the members of the Board of Directors of MDUR is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board of Directors of MDUR; or (d) any Person or group (as that term is defined in Treasury Regulation Section 1.409A-3(i)(5)(v)(B)),
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3.
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The “Code” shall mean the Internal Revenue Code of 1986, as amended.
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4.
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The “Compensation Committee” shall be the Compensation Committee of the Board of Directors of MDUR.
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5.
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The “HQM Rate” is the number that results from adding the daily Treasury High Quality Corporate Bond Yield Curve for the last business day of each month for the 12-month period ending September 30 and dividing by 12. The Treasury High Quality Corporate Bond Yield Curve corresponds to United States corporate bonds whose credit quality is a market-weighted average of the top three qualities – AAA, AA, and A.
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6.
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"MDUR" shall refer to MDU Resources Group, Inc. alone and shall not refer to any of its business segments or subsidiaries.
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7.
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The "Moody's Rate" is the average of (i) the number that results from adding the daily Moody’s U.S. Long-Term Corporate Bond Yield Average for “A” rated companies as of the last day of each month for the 12-month period ending October 31 and dividing by 12 and (ii) the number that results from adding the daily Moody’s U.S. Long-Term Corporate Bond Yield Average for “BBB” rated companies as of the last day of each month for the 12-month period ending October 31 and dividing by 12.
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8.
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"Participants" for any Plan Year shall be those executives who have been approved by the Administrator as eligible for participation in the Plan for such Plan Year.
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9.
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"Payment Date" shall be the date set by the Administrator for payment of awards pursuant to Section X of the Plan, other than those awards deferred pursuant to Section X of the Plan and Section VII of these Rules and Regulations.
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10.
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The "Plan" shall refer to the Executive Incentive Compensation Plan, as it has been and may be amended.
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13.
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“Specified Employee” means an employee who, as of the date the employee separates from service, is a “specified employee” (as that term is used in Section 409A(a)(2)(B) of the Code), as determined under MDUR's policy for determining specified employees.
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II.
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ADMINISTRATION
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1.
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The Compensation Committee shall have the full power to construe and interpret the Plan and to establish and to amend these Rules and Regulations for its administration.
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2.
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The Administrator shall not participate in a decision as to the Administrator’s eligibility for, or award of, an incentive award payment.
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3.
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For each Plan Year, the Administrator shall approve a list of eligible executives and notify those so approved that they are eligible to participate in the Plan for such Plan Year.
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4.
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The Administrator shall approve the Plan’s performance measures, performance targets and target incentive award levels for the Participants for the Plan Year.
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5.
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The Administrator shall have final discretion to determine actual award payment levels, method of payment, and whether or not payments shall be made for any Plan Year.
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III.
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PLAN PERFORMANCE MEASURES
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1.
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The Administrator shall establish the performance measures reflecting company performance objectives and may establish more or fewer performance measures as it deems necessary.
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2.
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The performance measures may be established for MDUR or any of its business segments or subsidiaries as deemed appropriate by the Administrator. The Administrator may assign different performance measures and/or different weights to performance measures for each Participant.
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3.
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The Administrator shall cause to be prepared a list of Participants to whom the Plan performance measures will be applied and shall identify the applicable performance measures for each Participant, which may vary among Participants.
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4.
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The Administrator may set threshold, target, maximum and other award levels for some or all of the performance measures, and those levels shall be included on the list referred to in paragraph 3 above.
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5.
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The Administrator will retain the authority to determine whether or not the actual attainment of these measures has been made.
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1.
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Target incentive awards are expressed as a percentage of each Participant’s Salary and may vary by position, as defined in the Plan.
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2.
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Target incentive awards shall be set by the Administrator annually and will be included on the list referred to above.
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1.
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The target incentive fund is the sum of the individual target incentive awards for all eligible Participants.
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2.
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Once individual incentive targets have been determined, a target incentive fund shall be established and accrued ratably by MDUR and each of its business segments or subsidiaries, as applicable. The incentive fund and accruals may be adjusted during the year.
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3.
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As soon as practicable following the close of each Plan Year, the Chief Executive Officer of MDUR will cause an analysis to be prepared showing the actual performance results in relation to the target performance measures. The Administrator will review the analysis and determine, in its sole discretion, the amount of each Participant’s incentive award and the actual total incentive fund.
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4.
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In determining the actual incentive fund, any recommendations of the Chief Executive Officer of MDUR or the Administrator will be considered.
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1.
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The Administrator shall have the sole discretion to determine each Participant's award. The Administrator's decision will be based upon the level of actual performance achieved.
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2.
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Each Participant’s award will be based upon the level of actual performance achieved relative to the established performance measures, as determined by a percentage from 0 percent to a maximum of 250 percent, as determined by the Administrator.
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1.
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On the date the Administrator determines the awards to be made to individual Participants, it shall also establish the Payment Date which in all events shall be between January 1 and March 10..
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2.
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Except as provided below or in the Plan or as the Administrator otherwise determines, in order to receive an award under the Plan, a Participant must remain in the employment of MDUR or its subsidiaries for the entire Service Year.
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3.
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If a Participant terminates employment after the Participant’s 65th birthday and the termination occurs during the Service Year, determination of whether the performance measures have been met will be made at the end of the Service Year, and to the extent met, payment of the award will be made to the Participant, prorated. Proration of awards shall be based upon the number of full months elapsed from and including January to and including the month in which the Participant’s employment termination occurs.
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4.
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Payment of the awards shall be made in cash. Payments shall be made on the Payment Date unless the Participant has deferred, in whole or in part,
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VIII.
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DEFERRAL OF ANNUAL INCENTIVE
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1.
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In the event a Participant has elected to defer receipt of all or a portion of the award, MDUR or one of its business segments, divisions or subsidiaries, as applicable shall set up an account in the Participant's name. The amount of the Participant's award to the extent deferred will be credited to the Participant's account on the Payment Date.
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2.
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The balance credited to an account of a Participant who has elected to defer receipt of an award will be an unsecured, unfunded obligation of MDUR or one of its business segments or subsidiaries, as applicable.
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3.
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Interest shall accrue on the balance credited to a Participant's account from the date the balance is credited. The rate of interest on deferred balances for Plan Year 2019 shall be the Moody’s Rate calculated as of October 31, 2018. The rate of interest on deferred balances for Plan Years after 2019 shall be the HQM Rate calculated as of September 30 of the prior year.
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4.
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Interest shall be compounded and credited to the account monthly.
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5.
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A Participant may elect to defer any percentage, not to exceed 100, of an annual award.
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6.
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A Participant electing to defer any part of an award must elect one of the following dates on which (a) payment will be made, if payment will be made in a lump sum or (b) payments will commence, if payment will be made in monthly installments:
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(1)
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Between January 1 and March 10 of the year following the year of termination of employment with MDUR or its subsidiaries, as applicable; or
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(2)
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Between January 1 and March 10 of the fifth year following the year in which the award would have been paid had it not been deferred.
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7.
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A Participant may elect to receive the deferred amounts accumulated in the Participant's account in monthly installments, not to exceed 120. In the event the Participant elects to receive the amounts in the Participant's account in more than one installment, interest shall continue to accrue on the balance remaining in their account at the applicable rate set forth in paragraph 3 of this Section VIII.
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8.
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Notwithstanding anything contained in the Plan or these Rules and Regulations to the contrary, if a Specified Employee's employment terminates, to the extent required by Section 409A(a)(2)(B) of the Code, except as otherwise provided in paragraph 9 below of this Section VIII of these Rules and Regulations, payment of any deferred amounts under the Plan that are to be paid during the 6-month period following the Specified Employee's termination of employment shall not be paid or provided until the first business day after the date that is 6 months following the Specified Employee's termination of employment. Any payment that is made pursuant to the prior sentence shall include the cumulative amount of any amounts that could not be paid during the 6-month period following the Specified Employee's termination of employment. To the extent payments are deferred pursuant to the prior sentence, such deferred amounts shall continue to accrue interest pursuant to paragraph 3 of this Section VIII until payment occurs.
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9.
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In the event of the death of a Participant in whose name a deferred account has been set up, MDUR or one of its business segments or subsidiaries, as applicable, shall, within 90 days thereafter, pay to the Participant's estate or the designated beneficiary the entire amount in the deferred account.
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10.
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In the event of a "Change in Control" then any award deferred by a Participant shall become immediately payable to the Participant. In the event the Participant files suit to collect a deferred award then all of the Participant's court costs, other expenses of litigation, and attorneys' fees shall be paid by MDUR or one of its business segments, or subsidiaries, as applicable, in the event the Participant prevails upon any of the Participant's claims for payment.
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Target Award:
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{No. of Shares} Performance Shares (the "Target Award")
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Performance Period:
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January 1, 2020 through
December 31, 2022 (the "Performance Period")
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Date of Grant:
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February 13, 2020
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Dividend Equivalents:
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Yes
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•
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Fifty percent (50%) of the Award is based on the Company's total shareholder return ("TSR") relative to that of the Peer Group listed on Annex B (the "Percentile Rank") for the Performance Period.
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•
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Twenty-five percent (25%) of the Award is based on the Company’s compound annual growth rate in Earnings from continuing operations before Interest, Taxes, Depreciation, Depletion and Amortization (EBITDA) for the Performance Period.
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•
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Twenty-five percent (25%) of the Award is based on the Company’s compound annual growth rate in Earnings from continuing operations for the Performance Period.
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Percentile Rank
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Payout Percentage
(% of Target Award)
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[ ]th or [ ]
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[ ]
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[ ]th
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[ ]
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[ ]th
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[ ]
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less than [ ]th
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[ ]
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Percentile Rank = (n - r + 1)/n x 100
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Where:
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n =
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total number of companies in the Peer Group, including the Company
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r =
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the numeric rank of the Company's TSR relative to the Peer Group, where the highest return in the group is ranked number 1
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EBITDA Compound Annual Growth Rate
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Payout Percentage
(% of Target Award)
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Less than [ ]%
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[ ]%
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[ ]%
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[ ]%
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[ ]%
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[ ]%
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[ ]%
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[ ]%
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•
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[ ]
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•
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[ ]
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•
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[ ]
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Earnings Compound Annual Growth Rate
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Payout Percentage
(% of Target Award)
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Less than [ ]%
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[ ]%
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[ ]%
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[ ]%
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[ ]%
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[ ]%
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[ ]%
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[ ]%
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•
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[ ]
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•
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[ ]
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•
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[ ]
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•
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[ ]
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(b)
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Notwithstanding the preceding provisions of this Section 3.3 and any related Schedule to the contrary, in accordance with Treasury Regulation §1.401(a)(4)-11(g) (the “Treasury Regulation”), effective as of January 1, 2018 and continuing through the period required pursuant to such Treasury Regulation, the following Participants shall receive an additional Employer standard matching contribution equal to the amount determined to be necessary to comply with the requirements of IRC §401(a)(4) and the Treasury Regulations thereunder:
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XXXXXXXXXX
XXXXXXXXXX
XXXXXXXXXX
XXXXXXXXXX
XXXXXXXXXX
XXXXXXXXXX
XXXXXXXXXX
XXXXXXXXXX
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XXXXXXXXXX
XXXXXXXXXX
XXXXXXXXXX
XXXXXXXXXX
XXXXXXXXXX
XXXXXXXXXX
XXXXXXXXXX
XXXXXXXXXX
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XXXXXXXXXX
XXXXXXXXXX
XXXXXXXXXX
XXXXXXXXXX
XXXXXXXXXX
XXXXXXXXXX
XXXXXXXXXX
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Subsidiaries
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Jurisdiction of Formation
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1250 Gladding Road, LLC
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Delaware
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Alaska Basic Industries, Inc.
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Alaska
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Ames Sand & Gravel, Inc.
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North Dakota
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Anchorage Sand and Gravel Company, Inc.
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Alaska
|
ARC Fabricators, L.L.C.
|
South Dakota
|
Baldwin Contracting Company, Inc.
|
California
|
Bell Electrical Contractors, Inc.
|
Missouri
|
Bombard Electric, LLC
|
Nevada
|
Bombard Mechanical, LLC
|
Nevada
|
Capital Electric Construction Company, Inc.
|
Kansas
|
Capital Electric Line Builders, Inc.
|
Kansas
|
Cascade Natural Gas Corporation
|
Washington
|
Centennial Energy Holdings, Inc.
|
Delaware
|
Centennial Energy Resources International, Inc.
|
Delaware
|
Centennial Energy Resources LLC
|
Delaware
|
Centennial Holdings Capital LLC
|
Delaware
|
Central Oregon Redi-Mix, LLC
|
Oregon
|
Concrete, Inc.
|
California
|
Connolly-Pacific Co.
|
California
|
D S S Company
|
California
|
Desert Fire Holdings, Inc.
|
Nevada
|
Desert Fire Protection, a Nevada Limited Partnership
|
Nevada
|
Desert Fire Protection, Inc.
|
Nevada
|
Desert Fire Protection, LLC
|
Nevada
|
Duro Electric Company
|
Colorado
|
E & ER Company
|
South Dakota
|
Ellis & Eastern Company
|
South Dakota
|
E.S.I., Inc.
|
Ohio
|
Fairbanks Materials, Inc.
|
Alaska
|
Fidelity Exploration & Production Company
|
Delaware
|
Fidelity Oil Co.
|
Delaware
|
Frebco, Inc.
|
Ohio
|
FutureSource Capital Corp.
|
Delaware
|
Granite City Ready Mix, Inc.
|
Minnesota
|
Hawaiian Cement
|
Hawaii
|
Intermountain Gas Company
|
Idaho
|
International Line Builders, Inc.
|
Delaware
|
InterSource Insurance Company
|
Vermont
|
Jebro Incorporated
|
Iowa
|
JTL Group, Inc. (Montana corporation)
|
Montana
|
JTL Group, Inc. (Wyoming corporation)
|
Wyoming
|
Kent’s Oil Service
|
California
|
Knife River Corporation
|
Delaware
|
Knife River Corporation - Mountain West
|
Delaware
|
Knife River Corporation - North Central
|
Minnesota
|
Knife River Corporation - Northwest
|
Oregon
|
Knife River Corporation - South
|
Texas
|
Knife River Dakota, Inc.
|
Delaware
|
Knife River Hawaii, Inc.
|
Delaware
|
Knife River Marine, Inc.
|
Delaware
|
Knife River Midwest, LLC
|
Delaware
|
KRC Holdings, Inc.
|
Delaware
|
Lone Mountain Excavation & Utilities, LLC
|
Nevada
|
Loy Clark Pipeline Co.
|
Oregon
|
LTM, Incorporated
|
Oregon
|
MDU Construction Services Group, Inc.
|
Delaware
|
MDU Energy Capital, LLC
|
Delaware
|
MDU Industrial Services, Inc.
|
Delaware
|
MDU Resources Luxembourg I LLC S.a.r.l.
|
Luxembourg
|
MDU Resources Luxembourg II LLC S.a.r.l.
|
Luxembourg
|
MDU United Construction Solutions, Inc.
|
Delaware
|
Montana-Dakota Utilities Co.
|
Delaware
|
Nevada Solar Solutions, LLC
|
Delaware
|
Nevada Valley Solar Solutions I, LLC
|
Delaware
|
Northstar Materials, Inc.
|
Minnesota
|
OEG, Inc.
|
Oregon
|
Prairie Cascade Energy Holdings, LLC
|
Delaware
|
Prairie Intermountain Energy Holdings, LLC
|
Delaware
|
Rail to Road, Inc.
|
South Dakota
|
Rocky Mountain Contractors, Inc.
|
Montana
|
Sweetman Const. Co.
|
South Dakota
|
USI Industrial Services, Inc.
|
Delaware
|
Wagner Group, Inc., The
|
Delaware
|
Wagner-Smith Company, The
|
Ohio
|
Wagner-Smith Equipment Co.
|
Delaware
|
WBI Canadian Pipeline, Ltd.
|
Canada
|
WBI Energy Midstream, LLC
|
Colorado
|
WBI Energy Transmission, Inc.
|
Delaware
|
WBI Energy, Inc.
|
Delaware
|
WBI Holdings, Inc.
|
Delaware
|
WHC, Ltd.
|
Hawaii
|
1.
|
I have reviewed this annual report on Form 10-K 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 annual report on Form 10-K 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 (#)
|
Section 104(d) Citations and Orders (#)
|
Section 107(a) Orders (#)
|
Total Dollar Value of MSHA Assessments Proposed ($)
|
Legal Actions Pending as of Last Day of Period (#)
|
Legal Actions Initiated During Period (#)
|
Legal Actions Resolved During Period (#)
|
||||||||
04-00081
|
—
|
|
—
|
|
—
|
|
$
|
121
|
|
—
|
|
—
|
|
—
|
|
04-05140
|
—
|
|
—
|
|
—
|
|
121
|
|
—
|
|
—
|
|
—
|
|
|
10-02088
|
—
|
|
—
|
|
—
|
|
121
|
|
—
|
|
—
|
|
—
|
|
|
10-02089
|
4
|
|
1
|
|
—
|
|
48,130
|
|
—
|
|
2
|
|
2
|
|
|
10-02090
|
—
|
|
—
|
|
—
|
|
121
|
|
—
|
|
—
|
|
—
|
|
|
13-02222
|
—
|
|
—
|
|
—
|
|
363
|
|
—
|
|
—
|
|
—
|
|
|
21-02702
|
1
|
|
—
|
|
—
|
|
505
|
|
—
|
|
—
|
|
—
|
|
|
21-02718
|
—
|
|
—
|
|
—
|
|
1,225
|
|
—
|
|
—
|
|
—
|
|
|
21-03096
|
1
|
|
—
|
|
—
|
|
214
|
|
—
|
|
—
|
|
—
|
|
|
21-03127
|
—
|
|
—
|
|
—
|
|
360
|
|
—
|
|
—
|
|
—
|
|
|
21-03133
|
—
|
|
—
|
|
—
|
|
242
|
|
—
|
|
—
|
|
—
|
|
|
21-03219
|
—
|
|
—
|
|
—
|
|
121
|
|
—
|
|
—
|
|
—
|
|
|
21-03248
|
—
|
|
—
|
|
—
|
|
118
|
|
—
|
|
—
|
|
1
|
|
|
21-03348
|
—
|
|
—
|
|
—
|
|
121
|
|
—
|
|
—
|
|
—
|
|
|
21-03358
|
1
|
|
—
|
|
—
|
|
263
|
|
—
|
|
—
|
|
—
|
|
|
21-03416
|
—
|
|
—
|
|
—
|
|
118
|
|
—
|
|
—
|
|
—
|
|
|
21-03419
|
1
|
|
—
|
|
—
|
|
214
|
|
—
|
|
—
|
|
—
|
|
|
21-03502
|
—
|
|
—
|
|
—
|
|
121
|
|
—
|
|
—
|
|
—
|
|
|
21-03572
|
—
|
|
—
|
|
—
|
|
121
|
|
—
|
|
—
|
|
—
|
|
|
21-03732
|
—
|
|
—
|
|
—
|
|
121
|
|
—
|
|
—
|
|
—
|
|
|
21-03872
|
—
|
|
—
|
|
—
|
|
354
|
|
—
|
|
—
|
|
—
|
|
|
21-02936
|
—
|
|
—
|
|
—
|
|
121
|
|
—
|
|
—
|
|
—
|
|
|
21-03129
|
—
|
|
—
|
|
—
|
|
826
|
|
—
|
|
—
|
|
—
|
|
|
21-03215
|
—
|
|
—
|
|
—
|
|
363
|
|
—
|
|
—
|
|
—
|
|
|
24-00462
|
1
|
|
—
|
|
—
|
|
3,993
|
|
—
|
|
—
|
|
—
|
|
|
24-00459
|
2
|
|
—
|
|
—
|
|
616
|
|
—
|
|
—
|
|
—
|
|
|
24-00478
|
—
|
|
—
|
|
—
|
|
242
|
|
—
|
|
—
|
|
—
|
|
|
24-01935
|
—
|
|
—
|
|
—
|
|
118
|
|
—
|
|
—
|
|
—
|
|
|
24-02022
|
—
|
|
—
|
|
—
|
|
242
|
|
—
|
|
—
|
|
—
|
|
|
24-02414
|
—
|
|
—
|
|
—
|
|
121
|
|
—
|
|
—
|
|
—
|
|
|
32-00774
|
—
|
|
—
|
|
—
|
|
121
|
|
—
|
|
—
|
|
—
|
|
|
32-00776
|
—
|
|
—
|
|
—
|
|
121
|
|
—
|
|
—
|
|
—
|
|
|
32-00777
|
—
|
|
—
|
|
—
|
|
726
|
|
—
|
|
—
|
|
—
|
|
|
32-00950
|
1
|
|
—
|
|
—
|
|
1,079
|
|
—
|
|
—
|
|
—
|
|
|
35-00426
|
2
|
|
1
|
|
—
|
|
6,270
|
|
—
|
|
—
|
|
—
|
|
|
35-00495
|
—
|
|
—
|
|
—
|
|
121
|
|
—
|
|
—
|
|
—
|
|
|
35-00512
|
1
|
|
—
|
|
—
|
|
1,017
|
|
—
|
|
—
|
|
—
|
|
|
35-00521
|
—
|
|
—
|
|
—
|
|
454
|
|
—
|
|
—
|
|
—
|
|
|
35-02968
|
—
|
|
—
|
|
—
|
|
2,178
|
|
—
|
|
1
|
|
1
|
|
|
35-03022
|
—
|
|
—
|
|
—
|
|
132
|
|
—
|
|
—
|
|
—
|
|
|
35-03131
|
2
|
|
—
|
|
—
|
|
1,936
|
|
—
|
|
3
|
|
3
|
|
|
35-03321
|
—
|
|
—
|
|
—
|
|
242
|
|
1
|
|
1
|
|
—
|
|
|
35-03449
|
—
|
|
—
|
|
—
|
|
121
|
|
—
|
|
—
|
|
—
|
|
MSHA Identification Number/Contractor ID
|
Section 104 S&S Citations (#)
|
Section 104(d) Citations and Orders (#)
|
Section 107(a) Orders (#)
|
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 (#)
|
||||||||
35-03496
|
—
|
|
—
|
|
—
|
|
363
|
|
—
|
|
—
|
|
—
|
|
|
35-03527
|
2
|
|
—
|
|
—
|
|
3,960
|
|
—
|
|
1
|
|
1
|
|
|
35-03558
|
1
|
|
—
|
|
—
|
|
734
|
|
—
|
|
—
|
|
—
|
|
|
35-03581
|
—
|
|
—
|
|
—
|
|
32,686
|
|
—
|
|
2
|
|
3
|
|
|
35-03594
|
2
|
|
—
|
|
1
|
|
2,328
|
|
2
|
|
2
|
|
—
|
|
|
35-03595
|
—
|
|
—
|
|
—
|
|
121
|
|
—
|
|
—
|
|
—
|
|
|
35-03605
|
—
|
|
—
|
|
—
|
|
495
|
|
—
|
|
—
|
|
—
|
|
|
35-03642
|
—
|
|
—
|
|
—
|
|
575
|
|
—
|
|
—
|
|
—
|
|
|
35-03667
|
—
|
|
—
|
|
—
|
|
1,089
|
|
—
|
|
—
|
|
—
|
|
|
35-03678
|
—
|
|
—
|
|
—
|
|
121
|
|
—
|
|
—
|
|
—
|
|
|
35-03751
|
2
|
|
—
|
|
—
|
|
1,043
|
|
1
|
|
1
|
|
—
|
|
|
35-00503
|
—
|
|
—
|
|
—
|
|
121
|
|
—
|
|
—
|
|
—
|
|
|
41-02639
|
—
|
|
—
|
|
—
|
|
242
|
|
—
|
|
—
|
|
—
|
|
|
41-03931
|
—
|
|
—
|
|
—
|
|
396
|
|
—
|
|
—
|
|
—
|
|
|
48-01383
|
3
|
|
—
|
|
—
|
|
2,538
|
|
—
|
|
—
|
|
—
|
|
|
50-00883
|
—
|
|
—
|
|
—
|
|
6,173
|
|
—
|
|
1
|
|
1
|
|
|
50-01196
|
2
|
|
—
|
|
—
|
|
5,506
|
|
—
|
|
—
|
|
—
|
|
|
51-00036
|
4
|
|
—
|
|
—
|
|
11,586
|
|
—
|
|
1
|
|
1
|
|
|
51-00192
|
—
|
|
—
|
|
—
|
|
121
|
|
—
|
|
1
|
|
1
|
|
|
51-00195
|
—
|
|
—
|
|
—
|
|
242
|
|
—
|
|
1
|
|
1
|
|
|
51-00242
|
—
|
|
—
|
|
—
|
|
242
|
|
—
|
|
—
|
|
—
|
|
|
51-00245
|
—
|
|
—
|
|
—
|
|
242
|
|
—
|
|
—
|
|
—
|
|
|
39-00008
|
1
|
|
—
|
|
—
|
|
1,455
|
|
—
|
|
—
|
|
—
|
|
|
39-00292
|
—
|
|
—
|
|
—
|
|
121
|
|
—
|
|
—
|
|
—
|
|
|
39-01478
|
—
|
|
—
|
|
—
|
|
3,003
|
|
—
|
|
—
|
|
—
|
|
|
|
34
|
|
2
|
|
1
|
|
$
|
149,858
|
|
4
|
|
17
|
|
15
|
|
•
|
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
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Contests of Citations and Orders
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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
|
||||||
35-03321
|
1
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
35-03594
|
2
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
35-03751
|
1
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
4
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|