Item 8. Financial Statements and Supplementary Data
Item 8. Financial Statements and Supplementary Data
Management's Report on Internal Control Over Financial Reporting
The management of MDU Resources Group, Inc. is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. The Company's internal control system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company's financial statements for external purposes in accordance with generally accepted accounting principles in the United States of America.
All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2022. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013) .
Based on our evaluation under the framework in Internal Control-Integrated Framework (2013) , management concluded that the Company's internal control over financial reporting was effective as of December 31, 2022.
The effectiveness of the Company's internal control over financial reporting as of December 31, 2022, has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report.
/s/ David L. Goodin /s/ Jason L. Vollmer
David L. Goodin Jason L. Vollmer
President and Chief Executive Officer Vice President and Chief Financial Officer
MDU Resources Group, Inc. Form 10-K 67
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Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of MDU Resources Group, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of MDU Resources Group, Inc. and subsidiaries (the "Company") as of December 31, 2022 and 2021, the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, 2022, and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022 and December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 24, 2023, expressed an unqualified opinion on the Company's internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Revenue from Contracts with Customers-Construction Contract Revenue-Refer to Notes 2 and 3 to the financial statements
Critical Audit Matter Description
The Company recognizes construction contract revenue over time using an input method based on the cost-to-cost measure of progress for contracts because it best depicts the transfer of assets to the customer, which occurs as the Company incurs costs on the contract. Under the cost-to-cost measure of progress, the costs incurred are compared with total estimated costs of a performance obligation. Revenues are recorded proportionately to the costs incurred. This method depends largely on the ability to make reasonably dependable estimates related to the extent of progress toward completion of the contract, contract revenues, contract costs, and contract profits. The accounting for these contracts involves judgment, particularly as it relates to the process of estimating total costs and profit for the performance obligation. For the year ended December 31, 2022, the Company recognized $3.8 billion of construction contract revenue.
Given the judgments necessary to estimate total costs and profit for the performance obligations used to recognize revenue for construction contracts, auditing such estimates required extensive audit effort due to the volume and complexity of construction contracts and a high degree of auditor judgment when performing audit procedures and evaluating the results of those procedures.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to management’s estimates of total costs and profit for the performance obligations used to recognize revenue for construction contracts included the following, among others:
• We tested the design and operating effectiveness of management's controls over construction contract revenue, including those over management’s estimation of total costs and profit for the performance obligations.
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• We developed an expectation of the amount of construction contract revenues for certain performance obligations based on prior year markups, 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.
• Observed the work sites and inspecting the progress to completion for certain construction contracts.
• Compared the transaction prices, including estimated variable consideration, 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 and services 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:
◦ Comparing total costs incurred to date to the costs management estimated to be incurred to date and selecting specific cost types to compare costs incurred to date to management's estimated costs at completion.
◦ 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.
Regulatory Matters-Impact of Rate Regulation on the Financial Statements-Refer to Notes 2 and 20 to the financial statements
Critical Audit Matter Description
Through the Company’s regulated utility businesses, it provides electric and natural gas services to customers, and generates, transmits, and distributes electricity. The Company is subject to rate regulation by federal and state utility regulatory agencies (collectively, the “Commissions”), which have jurisdiction with respect to the rates of electric and natural gas distribution companies in states where the Company operates. The Company’s regulated utility businesses account for certain income and expense items under the provisions of regulatory accounting, which requires these businesses to defer as regulatory assets or liabilities certain items that would have otherwise been reflected as expense or income, respectively, based on the expected regulatory treatment in future rates. The expected recovery, refund or future rate reduction of these deferred items generally is based on specific ratemaking decisions or precedent for each item. Accounting for the economics of rate regulation impacts multiple financial statement line items and disclosures, such as property, plant, and equipment; regulatory assets and liabilities; operating revenues; operation and maintenance expense; depreciation expense; and income taxes.
Rates are determined and approved in regulatory proceedings based on an analysis of the Company’s costs to provide utility service and a return on the Company’s investment in the regulated utility businesses. Regulatory decisions can have an impact on the recovery of costs, the rate of return earned on investment, and the timing and amount of assets to be recovered by rates. The regulation of rates is premised on the full recovery of prudently incurred costs and a reasonable rate of return on invested capital. Decisions to be made by the Commissions in the future will impact the accounting for regulated operations.
We identified the impact of rate regulation as a critical audit matter due to the significant judgments made by management to support its assertions about impacted account balances and disclosures and the degree of subjectivity involved in assessing the impact of future regulatory orders on the financial statements. Management judgments include assessing the likelihood of (1) recovery in future rates of incurred costs and (2) refunds or future rate reduction to customers. Given management’s accounting judgments are based on assumptions about the outcome of future decisions by the Commissions, auditing these judgments requires specialized knowledge of accounting for rate regulation due to its inherent complexities.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the uncertainty of future decisions by the Commissions included the following, among others:
• 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.
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• 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, procedural memorandums, filings made by the Company or interveners, and other publicly available information to assess the likelihood of recovery in future rates or of a future reduction in rates based on precedents 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, and 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 a future reduction in rates.
• We inspected minutes of the board of directors to identify any evidence that may contradict management’s assertions regarding probability of recovery or refunds. We also inquired of management regarding current year rate filings and new regulatory assets or liabilities.
Goodwill – Natural Gas Distribution Reporting Unit – Refer to Notes 2 and 7 to the financial statements
Critical Audit Matter Description
The Company’s evaluation of goodwill for impairment involves the comparison of the fair value of the reporting unit to its carrying value. The Company determines the fair value of its reporting units using the discounted cash flow model and the market approach. The determination of the fair value requires management to make significant estimates and assumptions related to forecasts of future cash flows, earnings before interest, taxes, depreciation, and amortization (EBITDA), long-term growth rates, and discount rates. Changes in these assumptions could have a significant impact on either the fair value or the amount of any goodwill impairment charge. The goodwill balance was $764 million as of December 31, 2022, of which $346 million was allocated to the Natural Gas Distribution Reporting Unit (“Natural Gas Distribution”). The fair value of Natural Gas Distribution exceeded its carrying value as of the measurement date and, therefore, no impairment was recognized.
We identified goodwill for Natural Gas Distribution as a critical audit matter because of the significant judgments made by management to estimate the fair value and the difference between its fair value and carrying value. This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions related to forecasts of future cash flows, EBITDA and selection of the discount rate and long-term growth rate.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the forecasts of future cash flows, EBITDA, the discount rate, and the long-term growth rate, used by management to estimate the fair value of Natural Gas Distribution included the following, among others:
• We tested the effectiveness of controls over management’s goodwill impairment evaluation, including those over the determination of the fair value of Natural Gas Distribution, such as controls related to management’s forecasts of future cash flows, EBITDA and selection of the discount rate and long-term growth rate.
• We evaluated management’s ability to accurately forecast by comparing actual results to management’s historical forecasts.
• We evaluated the reasonableness of management’s forecasts by comparing the forecasts to (1) historical results, (2) internal communications to management and the Board of Directors, and (3) forecasted information included in the Company press releases as well as in analyst and industry reports of the Company and companies in its peer group.
• We evaluated the impact of changes in management’s forecasts from the October 31, 2022, annual measurement date to December 31, 2022.
• With the assistance of our fair value specialists, we evaluated the reasonableness of the valuation methodology, discount rate, and long-term growth rate, including testing the underlying source information and the mathematical accuracy of the calculations, and developing a range of independent estimates and comparing those to the discount rate and long-term growth rate selected by management.
• With the assistance of our fair value specialists, we evaluated the EBITDA multiples, including testing the underlying source information and mathematical accuracy of the calculations, and comparing the multiples selected by management to its guideline companies.
/s/ Deloitte & Touche LLP
Minneapolis, Minnesota
February 24, 2023
We have served as the Company's auditor since 2002.
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Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of MDU Resources Group, Inc.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of MDU Resources Group, Inc. and subsidiaries (the "Company") as of December 31, 2022, based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control-Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2022, of the Company and our report dated February 24, 2023, expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Deloitte & Touche LLP
Minneapolis, Minnesota
February 24, 2023
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Consolidated Statements of Income
Years ended December 31, 2022 2021 2020
(In thousands, except per share amounts)
Operating revenues:
Electric, natural gas distribution and regulated pipeline $ 1,735,759 $ 1,390,343 $ 1,249,146
Non-regulated pipeline, construction materials and contracting, construction services and other 5,238,105 4,290,390 4,283,604
Total operating revenues 6,973,864 5,680,733 5,532,750
Operating expenses:
Operation and maintenance:
Electric, natural gas distribution and regulated pipeline 374,708 366,586 353,184
Non-regulated pipeline, construction materials and contracting, construction services and other 4,604,149 3,712,037 3,675,078
Total operation and maintenance 4,978,857 4,078,623 4,028,262
Purchased natural gas sold 757,883 483,118 390,269
Depreciation, depletion and amortization 327,826 299,214 285,100
Taxes, other than income 243,338 211,454 217,253
Electric fuel and purchased power 92,007 74,105 66,941
Total operating expenses 6,399,911 5,146,514 4,987,825
Operating income 573,953 534,219 544,925
Other income 7,379 26,416 26,711
Interest expense 119,273 93,984 96,519
Income before income taxes 462,059 466,651 475,117
Income taxes 94,783 88,920 84,590
Income from continuing operations 367,276 377,731 390,527
Discontinued operations, net of tax 213 400 ( 322 )
Net income $ 367,489 $ 378,131 $ 390,205
Earnings per share - basic:
Income from continuing operations $ 1.81 $ 1.87 $ 1.95
Discontinued operations, net of tax — — —
Earnings per share - basic $ 1.81 $ 1.87 $ 1.95
Earnings per share - diluted:
Income from continuing operations $ 1.81 $ 1.87 $ 1.95
Discontinued operations, net of tax — — —
Earnings per share - diluted $ 1.81 $ 1.87 $ 1.95
Weighted average common shares outstanding - basic 203,358 202,076 200,502
Weighted average common shares outstanding - diluted 203,462 202,383 200,571
The accompanying notes are an integral part of these consolidated financial statements.
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Consolidated Statements of Comprehensive Income
Years ended December 31, 2022 2021 2020
(In thousands)
Net income $ 367,489 $ 378,131 $ 390,205
Other comprehensive income (loss):
Reclassification adjustment for loss on derivative instruments included in net income, net of tax of $ 177 , $ 145 and $ 145 in 2022, 2021 and 2020, respectively
413 446 446
Postretirement liability adjustment:
Postretirement liability gains (losses) arising during the period, net of tax of $ 3,965 , $ 1,626 and $( 2,606 ) in 2022, 2021 and 2020, respectively
12,007 4,876 ( 8,395 )
Amortization of postretirement liability losses included in net periodic benefit credit, net of tax of $ 597 , $ 615 and $ 630 in 2022, 2021 and 2020, respectively
1,819 1,870 1,922
Reclassification of postretirement liability adjustment from regulatory asset, net of tax of $( 1,086 ), $ — and $ — in 2022, 2021 and 2020, respectively
( 3,265 ) — —
Postretirement liability adjustment 10,561 6,746 ( 6,473 )
Net unrealized (loss) gain on available-for-sale investments:
Net unrealized loss on available-for-sale investments arising during the period, net of tax of $( 177 ), $( 67 ) and $ 0 in 2022, 2021 and 2020, respectively
( 667 ) ( 252 ) ( 1 )
Reclassification adjustment for loss on available-for-sale investments included in net income, net of tax of $ 31 , $ 36 and $ 14 in 2022, 2021 and 2020, respectively
114 134 52
Net unrealized (loss) gain on available-for-sale investments ( 553 ) ( 118 ) 51
Other comprehensive income (loss) 10,421 7,074 ( 5,976 )
Comprehensive income attributable to common stockholders $ 377,910 $ 385,205 $ 384,229
The accompanying notes are an integral part of these consolidated financial statements.
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Consolidated Balance Sheets
December 31, 2022 2021
Assets (In thousands, except shares and per share amounts)
Current assets:
Cash and cash equivalents $ 80,517 $ 54,161
Receivables, net 1,305,642 946,741
Inventories 387,525 335,609
Current regulatory assets 165,092 118,691
Prepayments and other current assets 72,972 95,741
Total current assets 2,011,748 1,550,943
Noncurrent assets:
Property, plant and equipment 9,364,038 8,972,849
Less accumulated depreciation, depletion and amortization 3,272,493 3,216,461
Net property, plant and equipment 6,091,545 5,756,388
Goodwill 763,500 765,386
Other intangible assets, net 17,532 22,578
Regulatory assets 329,659 357,851
Investments 161,913 175,476
Operating lease right-of-use assets 119,375 124,138
Other 165,509 157,675
Total noncurrent assets 7,649,033 7,359,492
Total assets $ 9,660,781 $ 8,910,435
Liabilities and Stockholders' Equity
Current liabilities:
Short-term borrowings $ 246,500 $ —
Long-term debt due within one year 78,031 148,053
Accounts payable 657,168 478,933
Taxes payable 70,810 80,372
Dividends payable 45,245 44,229
Accrued compensation 88,662 81,904
Operating lease liabilities due within one year 34,516 35,368
Regulatory liabilities due within one year 26,440 16,303
Other accrued liabilities 232,231 207,078
Total current liabilities 1,479,603 1,092,240
Noncurrent liabilities:
Long-term debt 2,763,394 2,593,847
Deferred income taxes 631,303 591,962
Asset retirement obligations 405,885 458,061
Regulatory liabilities 448,454 428,790
Operating lease liabilities 85,534 89,253
Other 259,479 273,408
Total noncurrent liabilities 4,594,049 4,435,321
Commitments and contingencies
Stockholders' equity:
Common stock
Authorized - 500,000,000 shares, $ 1.00 par value
Shares issued - 204,162,814 at December 31, 2022 and 203,889,661 at December 31, 2021
204,163 203,889
Other paid-in capital 1,466,037 1,461,205
Retained earnings 1,951,138 1,762,410
Accumulated other comprehensive loss ( 30,583 ) ( 41,004 )
Treasury stock at cost - 538,921 shares
( 3,626 ) ( 3,626 )
Total stockholders' equity 3,587,129 3,382,874
Total liabilities and stockholders' equity $ 9,660,781 $ 8,910,435
The accompanying notes are an integral part of these consolidated financial statements.
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Consolidated Statements of Equity
Years ended December 31, 2022, 2021 and 2020
Other
Paid-in Capital Retained Earnings Accumu-lated
Other Compre-hensive Loss
Common Stock Treasury Stock
Shares Amount Shares Amount Total
(In thousands, except shares)
At December 31, 2019 200,922,790 $ 200,923 $ 1,355,404 $ 1,336,647 $ ( 42,102 ) ( 538,921 ) $ ( 3,626 ) $ 2,847,246
Net income — — — 390,205 — — — 390,205
Other comprehensive loss — — — — ( 5,976 ) — — ( 5,976 )
Dividends declared on common stock — — — ( 168,489 ) — — — ( 168,489 )
Employee stock-based compensation — — 13,096 — — — — 13,096
Issuance of common stock upon vesting of stock-based compensation, net of shares used for tax withholdings 26,406 26 ( 388 ) — — — — ( 362 )
Issuance of common stock 112,002 112 3,273 — — — — 3,385
At December 31, 2020 201,061,198 201,061 1,371,385 1,558,363 ( 48,078 ) ( 538,921 ) ( 3,626 ) 3,079,105
Net Income — — — 378,131 — — — 378,131
Other comprehensive income — — — — 7,074 — — 7,074
Dividends declared on common stock — — — ( 174,084 ) — — — ( 174,084 )
Employee stock-based compensation — — 14,709 — — — — 14,709
Repurchase of common stock — — — — — ( 392,294 ) ( 6,701 ) ( 6,701 )
Issuance of common stock upon vesting of stock-based compensation, net of shares used for tax withholdings — — ( 10,828 ) — — 392,294 6,701 ( 4,127 )
Issuance of common stock 2,828,463 2,828 85,939 — — — — 88,767
At December 31, 2021 203,889,661 203,889 1,461,205 1,762,410 ( 41,004 ) ( 538,921 ) ( 3,626 ) 3,382,874
Net income — — — 367,489 — — — 367,489
Other comprehensive income — — — — 10,421 — — 10,421
Dividends declared on common stock — — — ( 178,761 ) — — — ( 178,761 )
Employee stock-based compensation — — 10,254 — — — — 10,254
Repurchase of common stock — — — — — ( 266,821 ) ( 7,399 ) ( 7,399 )
Issuance of common stock upon vesting of stock-based compensation, net of shares used for tax withholdings — — ( 12,303 ) — — 266,821 7,399 ( 4,904 )
Issuance of common stock 273,153 274 6,881 — — — — 7,155
At December 31, 2022 204,162,814 $ 204,163 $ 1,466,037 $ 1,951,138 $ ( 30,583 ) ( 538,921 ) $ ( 3,626 ) $ 3,587,129
The accompanying notes are an integral part of these consolidated financial statements.
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Consolidated Statements of Cash Flows
Years ended December 31, 2022 2021 2020
(In thousands)
Operating activities:
Net income $ 367,489 $ 378,131 $ 390,205
Income (loss) from discontinued operations, net of tax 213 400 ( 322 )
Income from continuing operations 367,276 377,731 390,527
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion and amortization 327,826 299,214 285,100
Deferred income taxes 23,326 60,250 ( 1,801 )
Provision for credit losses 6,133 1,085 10,576
Amortization of debt issuance costs 1,461 1,333 2,162
Employee stock-based compensation costs 10,254 14,709 13,096
Pension and postretirement benefit plan net periodic benefit credit ( 6,018 ) ( 4,900 ) ( 3,001 )
Unrealized losses (gains) on investments 12,732 ( 7,728 ) ( 14,563 )
Gains on sales of assets ( 20,723 ) ( 13,056 ) ( 15,350 )
Changes in current assets and liabilities, net of acquisitions:
Receivables ( 363,314 ) ( 60,024 ) ( 2,780 )
Inventories ( 46,588 ) ( 42,302 ) ( 7,221 )
Other current assets ( 9,360 ) ( 71,964 ) 31,601
Accounts payable 186,285 15,247 15,955
Other current liabilities 27,011 ( 17,650 ) 35,591
Pension and postretirement benefit plan contributions ( 507 ) ( 476 ) ( 434 )
Other noncurrent changes ( 5,944 ) ( 55,367 ) 30,291
Net cash provided by continuing operations 509,850 496,102 769,749
Net cash provided by (used in) discontinued operations 214 ( 325 ) ( 1,375 )
Net cash provided by operating activities 510,064 495,777 768,374
Investing activities:
Capital expenditures ( 656,588 ) ( 659,425 ) ( 558,007 )
Acquisitions, net of cash acquired 1,745 ( 237,718 ) ( 105,979 )
Net proceeds from sale or disposition of property and other 22,439 15,238 35,557
Investments ( 6,477 ) ( 3,973 ) ( 1,814 )
Net cash used in investing activities ( 638,881 ) ( 885,878 ) ( 630,243 )
Financing activities:
Issuance of short-term borrowings 246,500 50,000 75,000
Repayment of short-term borrowings — ( 100,000 ) ( 25,000 )
Issuance of long-term debt 361,650 554,027 117,450
Repayment of long-term debt ( 261,674 ) ( 24,979 ) ( 148,634 )
Debt issuance costs ( 1,936 ) ( 918 ) ( 477 )
Proceeds from issuance of common stock ( 149 ) 88,767 3,385
Dividends paid ( 176,915 ) ( 171,354 ) ( 166,405 )
Repurchase of common stock ( 7,399 ) ( 6,701 ) —
Tax withholding on stock-based compensation ( 4,904 ) ( 4,127 ) ( 362 )
Net cash provided by (used in) financing activities 155,173 384,715 ( 145,043 )
Increase (decrease) in cash and cash equivalents 26,356 ( 5,386 ) ( 6,912 )
Cash and cash equivalents - beginning of year 54,161 59,547 66,459
Cash and cash equivalents - end of year $ 80,517 $ 54,161 $ 59,547
The accompanying notes are an integral part of these consolidated financial statements.
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Notes to Consolidated Financial Statements
Note 1 - Basis of Presentation
The abbreviations and acronyms used throughout are defined following the Notes to Consolidated Financial Statements. The consolidated financial statements of the Company include the accounts of the following businesses: electric, natural gas distribution, pipeline, construction materials and contracting, construction services and other. The electric and natural gas distribution businesses, as well as a portion of the pipeline business, are regulated. Construction materials and contracting, construction services and the other businesses, as well as a portion of the pipeline business, are non-regulated. For further descriptions of the Company's businesses, see Note 17.
On August 4, 2022, the Company announced its board of directors unanimously approved a plan to pursue the separation of Knife River from the Company. The separation is planned as a tax-free spinoff transaction to the Company’s stockholders for U.S. federal income tax purposes. As the next step of the Company’s strategic planning, on November 3, 2022, the Company announced its intention to create two pure-play publicly traded companies, one focused on regulated energy delivery and the other on construction materials, and to achieve this future structure, the board authorized management to commence a strategic review process of MDU Construction Services.
Discontinued operations include the supporting activities of Fidelity and the assets and liabilities of the Company's discontinued operations have been classified as held for sale and are included in prepayments and other current assets, noncurrent assets - other and other accrued liabilities on the Consolidated Balance Sheets and are not material to the financial statements for any period presented. The results and supporting activities are shown in income (loss) from discontinued operations on the Consolidated Statements of Income. Unless otherwise indicated, the amounts presented in the accompanying notes to the consolidated financial statements relate to the Company's continuing operations.
Management has also evaluated the impact of events occurring after December 31, 2022, up to the date of issuance of these consolidated financial statements on February 24, 2023, that would require recognition or disclosure in the financial statements.
Principles of consolidation
The consolidated financial statements were prepared in accordance with GAAP and include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation, except for certain transactions related to the Company's regulated operations in accordance with GAAP. For more information on intercompany revenues, see Note 17.
The statements also include the Company's ownership interests in the assets, liabilities and expenses of jointly owned electric transmission and generating facilities. See Note 19 for additional information.
Use of estimates
The preparation of financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Estimates are used for items such as long-lived assets and goodwill; fair values of acquired assets and liabilities under the acquisition method of accounting; aggregate reserves; property depreciable lives; tax provisions; revenue recognized using the cost-to-cost measure of progress for contracts; expected credit losses; environmental and other loss contingencies; regulatory assets expected to be recovered in rates charged to customers; costs on construction contracts; unbilled revenues; actuarially determined benefit costs; asset retirement obligations; lease classification; present value of right-of-use assets and lease liabilities; and the valuation of stock-based compensation. As additional information becomes available, or actual amounts are determinable, the recorded estimates are revised. Consequently, operating results can be affected by revisions to prior accounting estimates.
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Note 2 - Significant Accounting Policies
New accounting standards
The following table provides a brief description of the accounting pronouncements applicable to the Company and the potential impact on its financial statements and or disclosures:
Standard Description Effective date Impact on financial statements/disclosures
Recently adopted accounting standards
ASU 2021-10 - Government Assistance In November 2021, the FASB issued guidance on modifying the disclosure requirements to increase the transparency of government assistance including disclosure of the types of assistance, an entity's accounting for the assistance and the effect of the assistance on an entity's financial statements. January 1, 2022 The Company determined the guidance did not have a material impact on its disclosures for the year ended December 31, 2022.
ASU 2020-04 - Reference Rate Reform In March 2020, the FASB issued optional guidance to ease the facilitation of the effects of reference rate reform on financial reporting. The guidance applies to certain contract modifications, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. Beginning January 1, 2022, LIBOR or other discontinued reference rates cannot be applied to new contracts. New contracts will incorporate a new reference rate, which includes SOFR. LIBOR or other discontinued reference rates cannot be applied to contract modifications or hedging relationships entered into or evaluated after December 31, 2022. Existing contracts referencing LIBOR or other reference rates expected to be discontinued must identify a replacement rate by June 30, 2023. Effective as of March 12, 2020 through December 31, 2022 For more information, see ASU 2022-06 - Reference Rate Reform: Deferral of Sunset Date in recently issued accounting standards not yet adopted.
Recently issued accounting standards not yet adopted
ASU 2022-06 - Reference Rate Reform: Deferral of Sunset Date In December 2022, the FASB included a sunset provision within ASC 848 based on expectations of when LIBOR would cease being published. At the time ASU 2020-04 was issued, the UK Financial Conduct Authority had established its intent to cease overnight tenors of LIBOR after December 31, 2021. In March 2021, the UK Financial Conduct Authority announced that the intended cessation date of the overnight tenors of LIBOR would be June 30, 2023 which is beyond the current sunset date of ASC 848. The amendments in this Update defer the sunset date of ASC 848 from December 31, 2022 to December 31, 2024, after which entities will no longer be permitted to apply the relief in ASC 848. December 31, 2024 The Company has updated its credit agreements to include language regarding the successor or alternate rate to LIBOR, and a review of other contracts and agreements is on-going. The Company does not expect the guidance to have a material impact on its results of operations, financial position, cash flows or disclosures.
Cash and cash equivalents
The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.
Revenue recognition
Revenue is recognized when a performance obligation is satisfied by transferring control over a product or service to a customer. Revenue is measured based on consideration specified in a contract with a customer and excludes any sales incentives and amounts collected on behalf of third parties. The Company is considered an agent for certain taxes collected from customers. As such, the Company presents revenues net of these taxes at the time of sale to be remitted to governmental authorities, including sales and use taxes.
The electric and natural gas distribution segments generate revenue from the sales of electric and natural gas products and services, which includes retail and transportation services. These segments establish a customer's retail or transportation service account based on the customer's application/contract for service, which indicates approval of a contract for service. The contract identifies an obligation to provide service in exchange for delivering or standing ready to deliver the identified commodity; and the customer is obligated to pay for the service as provided in the applicable tariff. The product sales are based on a fixed rate that includes a base and per-unit rate, which are included in approved tariffs as determined by state or federal regulatory agencies. The quantity of the commodity consumed or transported determines the total per-unit revenue. The service provided, along with the product consumed or transported, are a single performance obligation because both are required in combination to successfully transfer the contracted product or service to the customer. Revenues are recognized over time as customers receive and consume the products and services. The method of measuring progress toward the completion of the single performance obligation is on a per-unit output method basis, with revenue recognized based on the direct measurement of the value to the customer of the goods or services transferred to date. For contracts governed by the Company’s utility tariffs, amounts are billed monthly with the amount due between 15 and 22 days of receipt of the
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invoice depending on the applicable state’s tariff. For other contracts not governed by tariff, payment terms are net 30 days. At this time, the segment has no material obligations for returns, refunds or other similar obligations.
The pipeline segment generates revenue from providing natural gas transportation and underground storage services, as well as other energy-related services to both third parties and internal customers, largely the natural gas distribution segment. The pipeline segment establishes a contract with a customer based upon the customer’s request for firm or interruptible natural gas transportation or storage service(s). The contract identifies an obligation for the segment to provide the requested service(s) in exchange for consideration from the customer over a specified term. Depending on the type of service(s) requested and contracted, the service provided may include transporting or storing an identified quantity of natural gas and/or standing ready to deliver or store an identified quantity of natural gas. Natural gas transportation and storage revenues are based on fixed rates, which may include reservation fees and/or per-unit commodity rates. The services provided by the segment are generally treated as single performance obligations satisfied over time simultaneous to when the service is provided and revenue is recognized. Rates for the segment’s regulated services are based on its FERC approved tariff or customer negotiated rates, and rates for its non-regulated services are negotiated with its customers and set forth in the contract. For contracts governed by the company’s tariff, amounts are billed on or before the ninth business day of the following month and the amount is due within 12 days of receipt of the invoice. For other contracts not governed by the tariff, payment terms are net 30 days. At this time, the segment has no material obligations for returns, refunds or other similar obligations.
The construction materials and contracting segment generates revenue from contracting services and construction materials sales. This segment focuses on the vertical integration of its contracting services with its construction materials to support the aggregate-based product lines. This segment provides contracting services to a customer when a contract has been signed by both the customer and a representative of the segment obligating a service to be provided in exchange for the consideration identified in the contract. The nature of the services this segment provides generally include integrating a set of services and related construction materials into a single project to create a distinct bundle of goods and services, which the Company has determined are single performance obligations. The transaction price includes the fixed consideration required pursuant to the original contract price together with any additional consideration, to which the Company expects to be entitled to, associated with executed change orders plus the estimate of variable consideration to which the Company expects to be entitled, subject to the following constraint. The nature of this segment's contracts gives rise to several types of variable consideration. Examples of variable consideration include: liquidated damages; performance bonuses or incentives and penalties; claims; unpriced change orders; and index pricing. The variable amounts usually arise upon achievement of certain performance metrics or change in project scope. The Company estimates the amount of revenue to be recognized on variable consideration using one of the two prescribed estimation methods, the expected value method or the most likely amount method, depending on which method best predicts the most likely amount of consideration the Company expects to be entitled to or expects to incur. Assumptions as to the occurrence of future events and the likelihood and amount of variable consideration are made during the contract performance period. Estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on the assessment of anticipated performance and all information (historical, current and forecasted) that is reasonably available to management. The Company only includes variable consideration in the estimated transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur or when the uncertainty associated with the variable consideration is resolved. Changes in circumstances could impact management's estimates made in determining the value of variable consideration recorded. When determining if the variable consideration is constrained, the Company considers if factors exist that could increase the likelihood or the magnitude of a potential reversal of revenue. The Company updates its estimate of the transaction price each reporting period and the effect of variable consideration on the transaction price is recognized as an adjustment to revenue on a cumulative catch-up basis. Contract revenue is recognized over time using an input method based on the cost-to-cost measure of progress on a project. This is the preferred method of measuring revenue because the costs incurred have been determined to represent the best indication of the overall progress toward the transfer of such goods or services promised to a customer. Under the cost-to-cost measure of progress, the costs incurred are compared with total estimated costs of a performance obligation. Revenues are recorded proportionately to the costs incurred. The percentage of completion is determined on a performance obligation basis. This segment also sells construction materials to third parties and internal customers. The contract for material sales is the use of a sales order or an invoice, which includes the pricing and payment terms. All material contracts contain a single performance obligation for the delivery of a single distinct product or a distinct separately identifiable bundle of products and services. Revenue is recognized at a point in time when the performance obligation has been satisfied with the delivery of the products or services. The warranties associated with the sales are those consistent with a standard warranty that the product meets certain specifications for quality or those required by law. For most contracts, amounts billed to customers are due within 30 days of receipt. There are no material obligations for returns, refunds or other similar obligations.
The construction services segment generates revenue from specialty contracting services which also includes the sale of construction equipment and other supplies. This segment provides specialty contracting services to a customer when a contract has been signed by both the customer and a representative of the segment obligating a service to be provided in exchange for the consideration identified in the contract. The nature of the services this segment provides generally includes multiple promised goods and services in a single project to create a distinct bundle of goods and services, which the Company has determined are single performance obligations. The transaction price includes the fixed consideration required pursuant to the original contract price together with any additional consideration, to which the Company expects to be entitled to, associated with executed change orders plus the estimate of variable consideration to which the Company expects to be entitled, subject to the following constraint. The nature of the segment's contracts gives rise to several types of variable consideration. Examples of variable consideration include: liquidated damages; performance bonuses or incentives and penalties; claims; unpriced change orders; and index pricing. The variable amounts usually arise upon achievement of certain performance metrics or change in project scope. The Company estimates the amount of revenue to be recognized on variable consideration using one of the two prescribed estimation methods, the expected value method or the most likely amount method, depending on which method best predicts the most likely amount of consideration the Company expects to be entitled to or expects to incur. Assumptions as to
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the occurrence of future events and the likelihood and amount of variable consideration are made during the contract performance period. Estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on the assessment of anticipated performance and all information (historical, current, and forecasted) that is reasonably available to management. The Company only includes variable consideration in the estimated transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur or when the uncertainty associated with the variable consideration is resolved. Changes in circumstances could impact management's estimates made in determining the value of variable consideration recorded. When determining if the variable consideration is constrained, the Company considers if factors exist that could increase the likelihood or the magnitude of a potential reversal of revenue. The Company updates its estimate of the transaction price each reporting period and the effect of variable consideration on the transaction price is recognized as an adjustment to revenue on a cumulative catch-up basis. Contract revenue is recognized over time using the input method based on the measurement of progress on a project. This is the preferred method of measuring revenue because the costs incurred have been determined to represent the best indication of the overall progress toward the transfer of such goods or services promised to a customer. Under the cost-to-cost measure of progress, the costs incurred are compared with total estimated costs of a performance obligation. Revenues are recorded proportionately to the costs incurred. This segment also sells construction equipment and other supplies to third parties and internal customers. The contract for these sales is the use of a sales order or invoice, which includes the pricing and payment terms. All such contracts include a single performance obligation for the delivery of a single distinct product or a distinct separately identifiable bundle of products and services. Revenue is recognized at a point in time when the performance obligation has been satisfied with the delivery of the products or services. The warranties associated with the sales are those consistent with a standard warranty that the product meets certain specifications for quality or those required by law. For most contracts, amounts billed to customers are due within 30 days of receipt. There are no material obligations for returns, refunds or other similar obligations.
The Company recognizes all other revenues when services are rendered or goods are delivered.
Legal costs
The Company expenses external legal fees as they are incurred.
Business combinations
For all business combinations, the Company preliminarily allocates the purchase price of the acquisitions to the assets acquired and liabilities assumed based on their estimated fair values as of the acquisition dates and are considered provisional until final fair values are determined or the measurement period has passed. The Company expects to record adjustments as it accumulates the information needed to estimate the fair value of assets acquired and liabilities assumed, including working capital balances, estimated fair value of identifiable intangible assets, property, plant and equipment, total consideration and goodwill. The excess of the purchase price over the aggregate fair values is recorded as goodwill. The Company calculated the fair value of the assets acquired in 2022 and 2021 using a market or cost approach (or a combination of both). Fair values for some of the assets were determined based on Level 3 inputs including estimated future cash flows, discount rates, growth rates, sales projections, retention rates and terminal values, all of which require significant management judgment and are susceptible to change. The discount rate used in calculating the fair value of common stock issued in a business combination is determined by using a Black-Scholes-Merton model. The model uses Level 2 inputs including risk-free interest rate, volatility range and dividend yield. The final fair value of the net assets acquired may result in adjustments to the assets and liabilities, including goodwill, and will be made as soon as practical, but no later than 12 months from the respective acquisition dates. Any subsequent measurement period adjustments are not expected to have a material impact on the Company's results of operations.
Receivables and allowance for expected credit losses
Receivables consist primarily of trade and contracting services receivables from the sale of goods and services net of expected credit losses. The Company's trade receivables are all due in 12 months or less. The total balance of receivables past due 90 days or more was $ 45.6 million and $ 44.8 million at December 31, 2022 and 2021, respectively.
The Company's expected credit losses are determined through a review using historical credit loss experience, changes in asset specific characteristics, current conditions and reasonable and supportable future forecasts, among other specific account data, and is performed at least quarterly. The Company develops and documents its methodology to determine its allowance for expected credit losses at each of its reportable business segments. Risk characteristics used by the business segments may include customer mix, knowledge of customers and general economic conditions of the various local economies, among others. Specific account balances are written off when management determines the amounts to be uncollectible. Management has reviewed the balance reserved through the allowance for expected credit losses and believes it is reasonable.
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Details of the Company's expected credit losses were as follows:
Electric Natural gas
distribution Pipeline Construction
materials and
contracting Construction
services Total
(In thousands)
At December 31, 2020
$ 899 $ 2,571 $ 2 $ 6,164 $ 5,722 $ 15,358
Current expected credit loss provision* 1,099 2,188 — 68 ( 2,250 ) 1,105
Less write-offs charged against the allowance 2,139 4,072 — 826 1,032 8,069
Credit loss recoveries collected 410 819 — — 93 1,322
At December 31, 2021 269 1,506 2 5,406 2,533 9,716
Current expected credit loss provision 1,325 4,084 — 538 186 6,133
Less write-offs charged against the allowance 1,625 4,913 — 467 625 7,630
Credit loss recoveries collected 406 938 — — 68 1,412
At December 31, 2022 $ 375 $ 1,615 $ 2 $ 5,477 $ 2,162 $ 9,631
* Includes impacts from businesses acquired.
Receivables also consist of accrued unbilled revenue representing revenues recognized in excess of amounts billed. Accrued unbilled revenue at MDU Energy Capital was $ 181.8 million and $ 144.9 million at December 31, 2022 and 2021, respectively.
Amounts representing balances billed but not paid by customers under retainage provisions in contracts at December 31 were as follows:
2022 2021
(In thousands)
Short-term retainage*
$ 120,333 $ 70,600
Long-term retainage**
19,511 10,742
Total retainage $ 139,844 $ 81,342
* Expected to be paid within 12 months or less and included in receivables, net.
** Included in noncurrent assets - other.
Inventories and natural gas in storage
Natural gas in storage for the Company's regulated operations is generally valued at lower of cost or market using the last-in, first-out method or lower of cost or net realizable value using the average cost or first-in, first-out method. The majority of all other inventories are valued at the lower of cost or net realizable value using the average cost method. Inventories include production costs incurred as part of the Company's aggregate mining activities. These inventoriable production costs include all mining and processing costs associated with the production of aggregates. Stripping costs incurred during the production phase, which represent costs of removing overburden and waste materials to access mineral deposits, are a component of inventoriable production costs. The portion of the cost of natural gas in storage expected to be used within 12 months was included in inventories. Inventories at December 31 consisted of:
2022 2021
(In thousands)
Aggregates held for resale $ 199,110 $ 184,363
Asphalt oil 68,609 57,002
Materials and supplies 40,056 30,629
Merchandise for resale 40,296 28,501
Natural gas in storage (current) 22,533 18,867
Other 16,921 16,247
Total $ 387,525 $ 335,609
The remainder of natural gas in storage, which largely represents the cost of gas required to maintain pressure levels for normal operating purposes, was included in noncurrent assets - other and was $ 47.5 million at both December 31, 2022 and 2021.
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Property, plant and equipment
Additions to property, plant and equipment are recorded at cost. Aggregate mining development costs are capitalized and classified as land improvements and depreciated over the lower of the estimated life of the reserves or the life of the associated improvement. The Company begins capitalizing development costs at a point when reserves are determined to be proven or probable and economically mineable. Capitalization of these costs cease when production commences. The cost of acquiring reserves in connection with a business combination are valued at fair value. When regulated assets are retired, or otherwise disposed of in the ordinary course of business, the original cost of the asset is charged to accumulated depreciation. With respect to the retirement or disposal of all other assets, the resulting gains or losses are recognized as a component of income.
The Company is permitted to capitalize AFUDC on regulated construction projects and to include such amounts in rate base when the related facilities are placed in service. In addition, the Company capitalizes interest, when applicable, on certain contracting services projects associated with its other operations. The amount of AFUDC for the years ended December 31 was as follows:
2022 2021 2020
(In thousands)
AFUDC - borrowed $ 2,236 $ 2,833 $ 2,640
AFUDC - equity $ 2,165 $ 6,961 $ 1,270
Generally, property, plant and equipment are depreciated on a straight-line basis over the average useful lives of the assets, except for depletable aggregate reserves, which are depleted based on the units-of-production method. The Company uses proven and probable aggregate reserves as the denominator in its units-of production calculation. Exploration costs are expensed as incurred in operation and maintenance expense and production costs are either expensed or capitalized to inventory.
The Company collects removal costs for certain plant assets in regulated utility rates. These amounts are recorded as regulatory liabilities on the Consolidated Balance Sheets.
Impairment of long-lived assets, excluding goodwill
The Company reviews the carrying values of its long-lived assets, including mining and related assets, whenever events or changes in circumstances indicate that such carrying values may not be recoverable. The Company tests long-lived assets for impairment at a level significantly lower than that of goodwill impairment testing. Long-lived assets or groups of assets that are evaluated for impairment at the lowest level of largely independent identifiable cash flows at an individual operation or group of operations collectively serving a local market. The determination of whether an impairment has occurred is based on an estimate of undiscounted future cash flows attributable to the assets, compared to the carrying value of the assets. If impairment has occurred, the amount of the impairment recognized is determined by estimating the fair value of the assets and recording a loss if the carrying value is greater than the fair value. The impairments are recorded in operation and maintenance expense on the Consolidated Statements of Income.
No impairment losses were recorded in 2022, 2021 or 2020. Unforeseen events and changes in circumstances could require the recognition of impairment losses at some future date.
Regulatory assets and liabilities
The Company's regulated businesses are subject to various state and federal agency regulations. The accounting policies followed by these businesses are generally subject to the Uniform System of Accounts of the FERC as well as the provisions of ASC 980 - Regulated Operations . These accounting policies differ in some respects from those used by the Company's non-regulated businesses.
The Company's regulated businesses account for certain income and expense items under the provisions of regulatory accounting, which requires these businesses to defer as regulatory assets or liabilities certain items that would have otherwise been reflected as expense or income, respectively. The Company records regulatory assets or liabilities at the time the Company determines the amounts to be recoverable in current or future rates. Regulatory assets and liabilities are being amortized consistently with the regulatory treatment established by the FERC and the applicable state public service commission. See Note 6 for more information regarding the nature and amounts of these regulatory deferrals.
Natural gas costs recoverable or refundable through rate adjustments
Under the terms of certain orders of the applicable state public service commissions, the Company is deferring natural gas commodity, transportation and storage costs that are greater or less than amounts presently being recovered through its existing rate schedules. Such orders generally provide that these amounts are recoverable or refundable through rate adjustments . Natural gas costs refundable through rate adjustments were $ 1.0 million and $ 6.7 million at December 31, 2022 and 2021, respectively, which were included in regulatory liabilities due within one year on the Consolidated Balance Sheets. Natural gas costs recoverable through rate adjustments were $ 141.3 million and $ 91.6 million at December 31, 2022 and 2021, respectively, which were included in current regulatory assets and noncurrent assets - regulatory assets on the Consolidated Balance Sheets.
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Goodwill
Goodwill represents the excess of the purchase price over the fair value of identifiable net tangible and intangible assets acquired in a business combination. Goodwill is required to be tested for impairment annually, which the Company completes in the fourth quarter, or more frequently if events or changes in circumstances indicate that goodwill may be impaired.
The Company has determined that the reporting units for its goodwill impairment test are its operating segments, or components of an operating segment, that constitute a business for which discrete financial information is available and for which segment management regularly reviews the operating results. For more information on the Company's operating segments, see Note 17. Goodwill impairment, if any, is measured by comparing the fair value of each reporting unit to its carrying value. If the fair value of a reporting unit exceeds its carrying value, the goodwill of the reporting unit is not impaired. If the carrying value of a reporting unit exceeds its fair value, the Company must record an impairment loss for the amount that the carrying value of the reporting unit, including goodwill, exceeds the fair value of the reporting unit. For the years ended December 31, 2022, 2021 and 2020, there were no impairment losses recorded.
Investments
The Company's investments include the cash surrender value of life insurance policies, insurance contracts, mortgage-backed securities and U.S. Treasury securities. The Company measures its investment in the insurance contracts at fair value with any unrealized gains and losses recorded on the Consolidated Statements of Income. The Company has not elected the fair value option for its mortgage-backed securities and U.S. Treasury securities and, as a result, the unrealized gains and losses on these investments are recorded in accumulated other comprehensive loss. For more information, see Notes 8 and 18 .
Government Assistance
The Company accounts for government assistance received for capital projects by reducing the cost of the project by the amount of assistance received. The Company records government assistance received as taxable income and writes-up the tax basis of the asset to include the amount of the assistance received.
Government assistance received for the years ended December 31, 2022, 2021 and 2020, was immaterial .
Variable interest entities
The Company evaluates its arrangements and contracts with other entities to determine if they are VIEs and if so, if the Company is the primary beneficiary. GAAP provides a framework for identifying VIEs and determining when a company should include the assets, liabilities, noncontrolling interest and results of activities of a VIE in its consolidated financial statements.
A VIE should be consolidated if a party with an ownership, contractual or other financial interest in the VIE (a variable interest holder) has the power to direct the VIE's most significant activities and the obligation to absorb losses or right to receive benefits of the VIE that could be significant to the VIE. A variable interest holder that consolidates the VIE is called the primary beneficiary. Upon consolidation, the primary beneficiary generally must initially record all of the VIE's assets, liabilities and noncontrolling interests at fair value and subsequently account for the VIE as if it were consolidated.
The Company's evaluation of whether it qualifies as the primary beneficiary of a VIE involves significant judgments, estimates and assumptions and includes a qualitative analysis of the activities that most significantly impact the VIE's economic performance and whether the Company has the power to direct those activities, the design of the entity, the rights of the parties and the purpose of the arrangement.
Joint ventures
The Company accounts for unconsolidated joint ventures using either the equity method or proportionate consolidation. The Company currently holds interests between 25 percent and 50 percent in joint ventures formed primarily for the purpose of pooling resources on construction contracts. Proportionate consolidation is used for joint ventures that include unincorporated legal entities and activities of the joint venture which are construction-related. For those joint ventures accounted for under proportionate consolidation, only the Company’s pro rata share of assets, liabilities, revenues and expenses are included in the Company’s balance sheet and results of operations.
For those joint ventures accounted for using proportionate consolidation, the Company recorded in its Consolidated Statements of Income $ 14.8 million, $ 14.7 million, and $ 69.7 million of revenue for the years ended December 31, 2022, 2021 and 2020, respectively, and $ 3.0 million, $ 4.7 million and $ 20.6 million of operating income for the years ended December 31, 2022, 2021 and 2020, respectively. At December 31, 2022 and 2021, the Company had interest in assets from these joint ventures of $ 2.4 million and $ 14.3 million, respectively.
For those joint ventures accounted for under the equity method, the Company's investment balances for the joint venture is included in Investments in the Consolidated Balance Sheets and the Company’s pro rata share of net income is included in Other income in the Consolidated Statements of Income. The Company’s investments in equity method joint ventures were a net asset of $ 1.3 million for both December 31, 2022 and 2021, respectively. In 2022, 2021 and 2020, the Company recognized income (loss) from equity method joint ventures of $ 5.4 million, $ 892,000 and $( 32,000 ), respectively.
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Derivative instruments
The Company enters into commodity price derivative contracts in order to minimize the price volatility associated with customer natural gas costs at its natural gas distribution segment. These derivatives are not designated as hedging instruments and are recorded in the Consolidated Balance Sheets at fair value. Changes in the fair value of these derivatives along with any contract settlements are recorded each period in regulatory assets or liabilities in accordance with regulatory accounting. The Company does not enter into any derivatives for trading or other speculative purposes.
During 2022, the Company did no t enter into any commodity price derivative contracts. During 2021, the Company entered into commodity price derivative contracts securing the purchase of 450,000 MMBtu of natural gas.
Leases
Lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected lease term. The Company recognizes leases with an original lease term of 12 months or less in income on a straight-line basis over the term of the lease and does not recognize a corresponding right-of-use asset or lease liability. The Company determines the lease term based on the non-cancelable and cancelable periods in each contract. The non-cancelable period consists of the term of the contract that is legally enforceable and cannot be canceled by either party without incurring a significant penalty. The cancelable period is determined by various factors that are based on who has the right to cancel a contract. If only the lessor has the right to cancel the contract, the Company will assume the contract will continue. If the lessee is the only party that has the right to cancel the contract, the Company looks to asset, entity and market-based factors. If both the lessor and the lessee have the right to cancel the contract, the Company assumes the contract will not continue.
The discount rate used to calculate the present value of the lease liabilities is based upon the implied rate within each contract. If the rate is unknown or cannot be determined, the Company uses an incremental borrowing rate, which is determined by the length of the contract, asset class and the Company's borrowing rates, as of the commencement date of the contract.
Asset retirement obligations
The Company records the fair value of a liability for an asset retirement obligation in the period in which it is incurred. When the liability is initially recorded, the Company capitalizes a cost by increasing the carrying amount of the related long-lived asset. Over time, the liability is accreted to its present value each period and the capitalized cost is depreciated over the useful life of the related asset. Upon settlement of the liability, the Company either settles the obligation for the recorded amount or incurs a gain or loss at its non-regulated operations or incurs a regulatory asset or liability at its regulated operations.
Stock-based compensation
The Company determines compensation expense for stock-based awards based on the estimated fair values at the grant date and recognizes the related compensation expense over the vesting period. The Company uses the straight-line amortization method to recognize compensation expense related to restricted stock, which only has a service condition. This method recognizes stock compensation expense on a straight-line basis over the requisite service period for the entire award. The Company recognizes compensation expense related to performance awards that vest based on performance metrics and service conditions on a straight-line basis over the service period. Inception-to-date expense is adjusted based upon the determination of the potential achievement of the performance target at each reporting date. The Company recognizes compensation expense related to performance awards with market-based performance metrics on a straight-line basis over the requisite service period.
The Company records the compensation expense for performance share awards using an estimated forfeiture rate. The estimated forfeiture rate is calculated based on an average of actual historical forfeitures. The Company also performs an analysis of any known factors at the time of the calculation to identify any necessary adjustments to the average historical forfeiture rate. At the time actual forfeitures become more than estimated forfeitures, the Company records compensation expense using actual forfeitures .
Earnings per share
Basic earnings per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share is computed by dividing net income by the total of the weighted average number of shares of common stock outstanding during the year, plus the effect of nonvested performance share awards and restricted stock units. Common stock outstanding includes issued shares less shares held in treasury. Net income was the same for both the basic and diluted earnings per share calculations. A reconciliation of the weighted average common shares outstanding used in the basic and diluted earnings per share calculations follows:
2022 2021 2020
(In thousands)
Weighted average common shares outstanding - basic 203,358 202,076 200,502
Effect of dilutive performance share awards 104 307 69
Weighted average common shares outstanding - diluted 203,462 202,383 200,571
Shares excluded from the calculation of diluted earnings per share 14 — 164
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Income taxes
The Company provides deferred federal and state income taxes on all temporary differences between the book and tax basis of the Company's assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. Excess deferred income tax balances associated with the Company's rate-regulated activities have been recorded as regulatory liabilities. These regulatory liabilities are expected to be reflected as a reduction in future rates charged to customers in accordance with applicable regulatory procedures.
The Company uses the deferral method of accounting for investment tax credits and amortizes the credits on regulated electric and natural gas distribution plant over various periods that conform to the ratemaking treatment prescribed by the applicable state public service commissions.
The Company records uncertain tax positions in accordance with accounting guidance on accounting for income taxes on the basis of a two-step process in which (1) the Company determines whether it is more-likely-than-not that the tax position will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of the tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. Tax positions that do not meet the more-likely-than-not criteria are reflected as a tax liability. The Company recognizes interest and penalties accrued related to unrecognized tax benefits in income taxes.
Note 3 - Revenue from Contracts with Customers
Revenue is recognized when a performance obligation is satisfied by transferring control over a product or service to a customer. Revenue is measured based on consideration specified in a contract with a customer and excludes any sales incentives and amounts collected on behalf of third parties. The Company is considered an agent for certain taxes collected from customers. As such, the Company presents revenues net of these taxes at the time of sale to be remitted to governmental authorities, including sales and use taxes.
As part of the adoption of ASC 606 - Revenue from Contracts with Customers , the Company elected the practical expedient to recognize the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that the Company otherwise would have recognized is 12 months or less.
Disaggregation
In the following table, revenue is disaggregated by the type of customer or service provided. The Company believes this level of disaggregation best depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. The table also includes a reconciliation of the disaggregated revenue by reportable segments. For more information on the Company's business segments, see Note 17.
Year ended December 31, 2022 Electric Natural gas distribution Pipeline Construction materials and contracting Construction services Other Total
(In thousands)
Residential utility sales
$ 138,634 $ 718,191 $ — $ — $ — $ — $ 856,825
Commercial utility sales 146,182 453,802 — — — — 599,984
Industrial utility sales 43,766 41,710 — — — — 85,476
Other utility sales 7,597 — — — — — 7,597
Natural gas transportation — 48,886 129,290 — — — 178,176
Natural gas storage — — 14,583 — — — 14,583
Contracting services — — — 1,187,721 — — 1,187,721
Construction materials — — — 1,940,890 — — 1,940,890
Internal sales — — — ( 593,882 ) — — ( 593,882 )
Electrical & mechanical specialty contracting — — — — 1,988,729 — 1,988,729
Transmission & distribution specialty contracting — — — — 662,705 — 662,705
Other 45,608 13,617 11,450 — 436 17,605 88,716
Intersegment eliminations ( 494 ) ( 555 ) ( 59,012 ) ( 1,016 ) ( 5,494 ) ( 17,605 ) ( 84,176 )
Revenues from contracts with customers 381,293 1,275,651 96,311 2,533,713 2,646,376 — 6,933,344
Other revenues ( 4,714 ) ( 2,402 ) 256 — 47,380 — 40,520
Total external operating revenues $ 376,579 $ 1,273,249 $ 96,567 $ 2,533,713 $ 2,693,756 $ — $ 6,973,864
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Year ended December 31, 2021 Electric Natural gas distribution Pipeline Construction materials and contracting Construction services Other Total
(In thousands)
Residential utility sales $ 126,841 $ 544,721 $ — $ — $ — $ — $ 671,562
Commercial utility sales 137,556 328,285 — — — — 465,841
Industrial utility sales 41,757 30,964 — — — — 72,721
Other utility sales 7,051 — — — — — 7,051
Natural gas transportation — 48,408 114,001 — — — 162,409
Natural gas storage — — 14,680 — — — 14,680
Contracting services — — — 1,017,471 — — 1,017,471
Construction materials — — — 1,712,503 — — 1,712,503
Internal sales — — — ( 501,044 ) — — ( 501,044 )
Electrical & mechanical specialty contracting — — — — 1,324,419 — 1,324,419
Transmission & distribution specialty contracting — — — — 677,074 — 677,074
Other 42,902 10,567 13,667 — 557 13,714 81,407
Intersegment eliminations ( 543 ) ( 576 ) ( 59,678 ) ( 624 ) ( 2,555 ) ( 13,630 ) ( 77,606 )
Revenues from contracts with customers 355,564 962,369 82,670 2,228,306 1,999,495 84 5,628,488
Other revenues ( 6,525 ) 8,995 188 — 49,587 — 52,245
Total external operating revenues $ 349,039 $ 971,364 $ 82,858 $ 2,228,306 $ 2,049,082 $ 84 $ 5,680,733
Year ended December 31, 2020 Electric Natural gas distribution Pipeline Construction materials and contracting Construction services Other Total
(In thousands)
Residential utility sales $ 122,663 $ 476,388 $ — $ — $ — $ — $ 599,051
Commercial utility sales 131,477 277,873 — — — — 409,350
Industrial utility sales 36,744 26,243 — — — — 62,987
Other utility sales 6,634 — — — — — 6,634
Natural gas transportation — 45,546 111,686 — — — 157,232
Natural gas gathering — — 4,865 — — — 4,865
Natural gas storage — — 14,918 — — — 14,918
Contracting services — — — 1,069,665 — — 1,069,665
Construction materials — — — 1,659,152 — — 1,659,152
Internal sales — — — ( 550,815 ) — — ( 550,815 )
Electrical & mechanical specialty contracting — — — — 1,397,124 — 1,397,124
Transmission & distribution specialty contracting — — — — 649,486 — 649,486
Other 32,452 10,753 12,216 — 1,541 11,903 68,865
Intersegment eliminations ( 491 ) ( 534 ) ( 58,531 ) ( 417 ) ( 5,038 ) ( 11,958 ) ( 76,969 )
Revenues from contracts with customers 329,479 836,269 85,154 2,177,585 2,043,113 ( 55 ) 5,471,545
Other revenues 2,059 11,382 192 — 47,572 — 61,205
Total external operating revenues $ 331,538 $ 847,651 $ 85,346 $ 2,177,585 $ 2,090,685 $ ( 55 ) $ 5,532,750
Presented in the previous tables are sales of materials to both third parties and internal customers 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, the internal sales revenues must be eliminated against the construction materials product used in the contracting services to arrive at the external operating revenue total for the segment.
Contract balances
The timing of revenue recognition may differ from the timing of invoicing to customers. The timing of invoicing to customers does not necessarily correlate with the timing of revenues being recognized under the cost‐to‐cost method of accounting. Contracts from contracting services are billed as work progresses in accordance with agreed upon contractual terms. Generally, billing to the customer occurs contemporaneous to revenue recognition. A variance in timing of the billings may result in a contract asset or a contract liability. A contract asset occurs when revenues are recognized under the cost-to-cost measure of progress, which exceeds amounts billed on uncompleted contracts. Such amounts will be billed as standard contract terms allow, usually based on various measures of performance or achievement. A contract liability occurs when there are billings in excess of revenues recognized under the cost-to-cost measure of progress on uncompleted contracts. Contract liabilities decrease as revenue is recognized from the satisfaction of the related performance obligation.
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The changes in contract assets and liabilities were as follows:
December 31, 2022 December 31, 2021 Change Location on Consolidated Balance Sheets
(In thousands)
Contract assets
$ 185,289 $ 125,742 $ 59,547 Receivables, net
Contract liabilities - current ( 208,204 ) ( 179,140 ) ( 29,064 ) Accounts payable
Contract liabilities - noncurrent ( 6 ) ( 118 ) 112 Noncurrent liabilities - other
Net contract liabilities $ ( 22,921 ) $ ( 53,516 ) $ 30,595
December 31, 2021 December 31, 2020 Change Location on Consolidated Balance Sheets
(In thousands)
Contract assets
$ 125,742 $ 104,345 $ 21,397 Receivables, net
Contract liabilities - current ( 179,140 ) ( 158,603 ) ( 20,537 ) Accounts payable
Contract liabilities - noncurrent ( 118 ) ( 52 ) ( 66 ) Noncurrent liabilities - other
Net contract liabilities $ ( 53,516 ) $ ( 54,310 ) $ 794
The Company recognized $ 173.8 million and $ 155.0 million in revenue for the years ended December 31, 2022 and 2021, respectively, which was previously included in contract liabilities at December 31, 2021 and 2020, respectively.
The Company recognized a net increase in revenues of $ 57.9 million and $ 66.3 million for the years ended December 31, 2022 and 2021, respectively, from performance obligations satisfied in prior periods.
Remaining performance obligations
The remaining performance obligations, also referred to as backlog, at the construction materials and contracting and construction services segments include unrecognized revenues that the Company reasonably expects to be realized. These unrecognized revenues can include: projects that have a written award, a letter of intent, a notice to proceed, an agreed upon work order to perform work on mutually accepted terms and conditions and change orders or claims to the extent management believes additional contract revenues will be earned and are deemed probable of collection. Excluded from remaining performance obligations are potential orders under master service agreements. The majority of the Company's construction contracts have an original duration of less than two years.
The remaining performance obligations at the pipeline segment include firm transportation and storage contracts with fixed pricing and fixed volumes. The Company has applied the practical expedient that does not require additional disclosures for contracts with an original duration of less than 12 months to certain firm transportation and non-regulated contracts. The Company's firm transportation contracts included in the remaining performance obligations have weighted average remaining durations of less than five years.
At December 31, 2022, the Company's remaining performance obligations were $ 3.5 billion. The Company expects to recognize the following revenue amounts in future periods related to these remaining performance obligations: $ 2.7 billion within the next 12 months or less; $ 411.8 million within the next 13 to 24 months; and $ 429.1 million in 25 months or more.
Note 4 - Business Combinations
The following acquisitions were accounted for as business combinations in accordance with ASC 805 - Business Combinations. The results of the business combinations have been included in the Company's Consolidated Financial Statements beginning on the acquisition date. Pro forma financial amounts reflecting the effects of the business combinations are not presented, as none of these business combinations, individually or in the aggregate, were material to the Company's financial position or results of operations.
The acquisitions are also subject to customary adjustments based on, among other things, the amount of cash, debt and working capital in the business as of the closing date. The amounts included in the Consolidated Balance Sheets for these adjustments are considered provisional until final settlement has occurred.
In 2022 and 2021, the construction materials and contracting segment's acquisitions included:
• Allied Concrete and Supply Co., a producer of ready-mixed concrete in California, acquired in December 2022. At December 31, 2022, the purchase price allocation was preliminary and will be finalized within 12 months of the acquisition date.
• Baker Rock Resources and Oregon Mainline Paving, two construction materials companies located around the Portland, Oregon metro area, acquired in November 2021. As of September 30, 2022, the purchase price allocation was settled with no material adjustments to the provisional accounting.
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• Mt. Hood Rock, a construction aggregates business in Oregon, acquired in April 2021. As of March 31, 2022, the purchase price allocation was settled with no material adjustments to the provisional accounting.
The total purchase price for acquisitions that occurred in 2022 was $ 8.9 million, subject to certain adjustments, with cash acquired totaling $ 2.8 million. The purchase price includes consideration paid of $ 1.5 million, a $ 70,000 holdback liability, and 273,153 shares of common stock with a market value of $ 8.4 million as of the respective acquisition date. Due to the holding period restriction on the common stock, the share consideration has been discounted to a fair value of approximately $ 7.3 million. The amounts allocated to the aggregated assets acquired and liabilities assumed during 2022 were as follows: $ 1.7 million to current assets; $ 5.9 million to property, plant and equipment; $ 200,000 to goodwill; $ 100,000 to current liabilities; $ 500,000 to noncurrent liabilities - other and $ 1.2 million to deferred tax liabilities.
The total purchase price for acquisitions that occurred in 2021 was $ 236.1 million, subject to certain adjustments, with cash acquired totaling $ 900,000 . The purchase price includes consideration paid of $ 235.2 million. The amounts allocated to the aggregated assets acquired and liabilities assumed during 2021 were as follows: $ 17.0 million to current assets; $ 179.8 million to property, plant and equipment; $ 50.6 million to goodwill; $ 2.2 million to other intangible assets; $ 8.7 million to current liabilities; $ 2.5 million to noncurrent liabilities - other; and $ 3.2 million to deferred tax liabilities. The intangible assets include non-compete agreements, customer relationships, and trade names. The intangible assets fair value is based on various income approach methods, including, multi-period excess earnings, relief-from-royalty and the with and without method. The amortizable intangible assets are being amortized using a straight-line method over a weighted average period of 5.5 years. During the first quarter of 2022, measurement period adjustments were made to the previously reported provisional amounts, which decreased goodwill and increased property, plant and equipment by $ 2.1 million. The Company issued debt to finance these acquisitions.
Costs incurred for acquisitions are included in operation and maintenance expense on the Consolidated Statements of Income and were immaterial for the years ended December 31, 2022, 2021 and 2020.
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Note 5 - Property, Plant and Equipment
Property, plant and equipment at December 31 was as follows:
2022 2021 Weighted
Average
Depreciable
Life in Years
(Dollars in thousands, where applicable)
Regulated:
Electric:
Generation $ 938,614 $ 1,056,632 48
Distribution 489,351 474,037 47
Transmission 616,611 562,080 65
Construction in progress 87,003 62,781 —
Other 145,034 140,117 14
Natural gas distribution:
Distribution 2,569,921 2,427,779 52
Transmission 104,769 107,721 61
Storage 42,318 34,997 37
General 204,993 197,653 13
Construction in progress 55,759 21,741 —
Other 230,299 225,272 15
Pipeline:
Transmission 951,187 673,344 46
Storage 55,383 57,670 53
Construction in progress 34,655 263,640 —
Other 59,917 50,477 19
Non-regulated:
Pipeline:
Construction in progress 49 18 —
Other 6,950 6,719 10
Construction materials and contracting:
Land 150,809 149,066 —
Buildings and improvements 165,833 149,262 21
Machinery, vehicles and equipment 1,492,506 1,414,260 12
Construction in progress 88,163 50,425 —
Aggregate reserves 592,097 584,683 *
Construction services:
Land 8,234 6,513 —
Buildings and improvements 50,776 39,039 24
Machinery, vehicles and equipment 179,459 166,739 7
Other 6,643 13,467 4
Other:
Land 2,648 2,648 —
Other 34,057 34,069 7
Less accumulated depreciation, depletion and amortization 3,272,493 3,216,461
Net property, plant and equipment $ 6,091,545 $ 5,756,388
* Depleted on the units-of-production method based on proven and probable aggregate reserves.
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Note 6 - Regulatory Assets and Liabilities
The following table summarizes the individual components of unamortized regulatory assets and liabilities as of December 31:
Estimated Recovery or Refund Period * 2022 2021
(In thousands)
Regulatory assets:
Current:
Natural gas costs recoverable through rate adjustments Up to 1 year $ 141,306 $ 86,371
Conservation programs Up to 1 year 8,544 8,225
Cost recovery mechanisms Up to 1 year 4,019 4,536
Decoupling Up to 1 year 1,801 9,131
Other Up to 1 year 9,422 10,428
165,092 118,691
Noncurrent:
Pension and postretirement benefits ** 143,349 142,681
Cost recovery mechanisms Up to 10 years 67,171 44,870
Plant costs/asset retirement obligations Over plant lives 44,462 63,116
Manufactured gas plant sites remediation - 26,624 26,053
Plant to be retired - 21,525 50,070
Taxes recoverable from customers Over plant lives 12,330 12,339
Long-term debt refinancing costs Up to 38 years 3,188 3,794
Natural gas costs recoverable through rate adjustments Up to 2 years — 5,186
Other Up to 16 years 11,010 9,742
329,659 357,851
Total regulatory assets $ 494,751 $ 476,542
Regulatory liabilities:
Current:
Electric fuel and purchased power deferral Up to 1 year $ 4,929 $ —
Conservation programs Up to 1 year 4,126 12
Taxes refundable to customers Up to 1 year 3,937 3,841
Refundable fuel & electric costs Up to 1 year 3,253 713
Natural gas costs refundable through rate adjustments Up to 1 year 955 6,700
Other Up to 1 year 9,240 5,037
26,440 16,303
Noncurrent:
Plant removal and decommissioning costs Over plant lives 208,650 168,152
Taxes refundable to customers Over plant lives 203,222 215,421
Cost recovery mechanisms Up to 19 years 14,025 2,919
Accumulated deferred investment tax credit Up to 19 years 13,594 12,696
Pension and postretirement benefits ** 7,376 20,434
Other Up to 15 years 1,587 9,168
448,454 428,790
Total regulatory liabilities $ 474,894 $ 445,093
Net regulatory position $ 19,857 $ 31,449
* Estimated recovery or refund period for amounts currently being recovered or refunded in rates to customers.
** Recovered as expense is incurred or cash contributions are made.
As of December 31, 2022 and 2021, approximately $ 242.5 million and $ 296.6 million, respectively, of regulatory assets were not earning a rate of return but are expected to be recovered from customers in future rates. These assets are largely comprised of the unfunded portion of pension and postretirement benefits, asset retirement obligations, accelerated depreciation on plant retirement and the estimated future cost of manufactured gas plant site remediation.
In the last half of 2021 and in 2022, the Company has experienced higher natural gas costs due to increase in demand outpacing the supply along with the impact of global events. This increase in natural gas costs experienced in certain jurisdictions has been partially offset by the recovery of prior period natural gas costs being recovered over a period longer than the normal one-year period.
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In February 2019, the Company announced the retirement of three aging coal-fired electric generating units. The Company accelerated the depreciation related to these facilities in property, plant and equipment and recorded the difference between the accelerated depreciation, in accordance with GAAP, and the depreciation approved for rate-making purposes as regulatory assets. Requests were filed with the NDPSC and SDPUC, and subsequently approved, to offset the savings associated with the cessation of operations of these units with the amortization of the deferred regulatory assets. The Company ceased operations of Lewis & Clark Station in March 2021 and Units 1 and 2 at Heskett Station in February 2022. The Company subsequently reclassified the costs being recovered for these facilities from plant retirement to cost recovery mechanisms in the previous table and began amortizing the associated plant retirement and closure costs in the jurisdictions where requests were filed, as previously discussed. The Company expects to recover the regulatory assets related to the plant retirements in future rates.
If, for any reason, the Company's regulated businesses cease to meet the criteria for application of regulatory accounting for all or part of their operations, the regulatory assets and liabilities relating to those portions ceasing to meet such criteria would be removed from the balance sheet and included in the statement of income or accumulated other comprehensive loss in the period in which the discontinuance of regulatory accounting occurs.
Note 7 - Goodwill and Other Intangible Assets
The changes in the carrying amount of goodwill were as follows:
Balance at January 1, 2022 Goodwill
Acquired
During
the Year Measurement Period
Adjustments Balance at December 31, 2022
(In thousands)
Natural gas distribution $ 345,736 $ — $ — $ 345,736
Construction materials and contracting 276,426 238 ( 2,124 ) 274,540
Construction services 143,224 — — 143,224
Total $ 765,386 $ 238 $ ( 2,124 ) $ 763,500
Balance at January 1, 2021 Goodwill Acquired
During the Year Measurement Period
Adjustments Balance at December 31, 2021
(In thousands)
Natural gas distribution $ 345,736 $ — $ — $ 345,736
Construction materials and contracting 226,003 50,640 ( 217 ) 276,426
Construction services 143,224 — — 143,224
Total $ 714,963 $ 50,640 $ ( 217 ) $ 765,386
Other amortizable intangible assets at December 31 were as follows:
2022 2021
(In thousands)
Customer relationships $ 28,990 $ 29,740
Less accumulated amortization 13,724 10,650
15,266 19,090
Noncompete agreements 4,591 4,591
Less accumulated amortization 3,529 2,856
1,062 1,735
Other 5,280 12,601
Less accumulated amortization 4,076 10,848
1,204 1,753
Total $ 17,532 $ 22,578
The previous tables include goodwill and intangible assets associated with the business combinations completed during 2022 and 2021. For more information related to these business combinations, see Note 4.
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Amortization expense for amortizable intangible assets for the years ended December 31, 2022, 2021 and 2020, was $ 5.0 million, $ 5.1 million and $ 9.0 million, respectively. The amounts of estimated amortization expense for identifiable intangible assets as of December 31, 2022, were:
2023 2024 2025 2026 2027 Thereafter
(In thousands)
Amortization expense $ 4,591 $ 4,249 $ 2,200 $ 1,782 $ 1,759 $ 2,951
At October 31, 2022, the fair value substantially exceeded the carrying value at the Company's reporting units with goodwill, with the exception of the natural gas distribution reporting unit. The Company's annual impairment testing indicated the natural gas distribution reporting units fair value is not substantially in excess of its carrying value ("cushion"). Based on the Company's assessment, the estimated fair value of the natural gas distribution reporting unit exceeded its carrying value, which includes $ 345.7 million of goodwill, by approximately 8 percent as of October 31, 2022. The decrease in the natural gas distribution reporting unit's cushion from the prior year was primarily attributable to the risk adjusted cost of capital increasing from 5.0 percent in 2021 to 6.4 percent 2022, which directly correlates with the treasury rates at the date of the test. The natural gas distribution reporting unit is at risk of future impairment if projected operating results are not met or other inputs into the fair value measurement model change.
Note 8 - Fair Value Measurements
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The fair value ASC establishes a hierarchy for grouping assets and liabilities, based on the significance of inputs. The estimated fair values of the Company's assets and liabilities measured on a recurring basis are determined using the market approach.
The Company measures its investments in certain fixed-income and equity securities at fair value with changes in fair value recognized in income. The Company anticipates using these investments, which consist of insurance contracts, to satisfy its obligations under its unfunded, nonqualified defined benefit and defined contribution plans for the Company's executive officers and certain key management employees, and invests in these fixed-income and equity securities for the purpose of earning investment returns and capital appreciation. These investments, which totaled $ 98.0 million and $ 109.6 million at December 31, 2022 and 2021, respectively, are classified as investments on the Consolidated Balance Sheets. The net unrealized losses on these investments for the year ended December 31, 2022, were $ 14.1 million. The net unrealized gains on these investments for the years ended December 31, 2021 and 2020, were $ 7.2 million and $ 13.1 million, respectively. The change in fair value, which is considered part of the cost of the plan, is classified in other income on the Consolidated Statements of Income.
The Company did not elect the fair value option, which records gains and losses in income, for its available-for-sale securities, which include mortgage-backed securities and U.S. Treasury securities. These available-for-sale securities are recorded at fair value and are classified as investments on the Consolidated Balance Sheets. Unrealized gains or losses are recorded in accumulated other comprehensive loss. Details of available-for-sale securities were as follows:
December 31, 2022 Cost Gross
Unrealized
Gains Gross
Unrealized
Losses Fair Value
(In thousands)
Mortgage-backed securities $ 8,928 $ 2 $ 636 $ 8,294
U.S. Treasury securities 2,608 — 72 2,536
Total $ 11,536 $ 2 $ 708 $ 10,830
December 31, 2021 Cost Gross
Unrealized
Gains Gross
Unrealized
Losses Fair Value
(In thousands)
Mortgage-backed securities $ 8,702 $ 51 $ 47 $ 8,706
U.S. Treasury securities 2,407 — 11 2,396
Total $ 11,109 $ 51 $ 58 $ 11,102
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The Company's assets measured at fair value on a recurring basis were as follows:
Fair Value Measurements at December 31, 2022, 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, 2022
(In thousands)
Assets:
Money market funds $ — $ 7,361 $ — $ 7,361
Insurance contracts* — 98,041 — 98,041
Available-for-sale securities:
Mortgage-backed securities — 8,294 — 8,294
U.S. Treasury securities — 2,536 — 2,536
Total assets measured at fair value $ — $ 116,232 $ — $ 116,232
* The insurance contracts invest approximately 63 percent in fixed-income investments, 15 percent in common stock of large-cap companies, 8 percent in common stock of mid-cap companies, 6 percent in common stock of small-cap companies, 6 percent in target date investments and 2 percent in cash equivalents.
Fair Value Measurements at December 31, 2021, 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, 2021
(In thousands)
Assets:
Money market funds $ — $ 10,190 $ — $ 10,190
Insurance contracts* — 109,603 — 109,603
Available-for-sale securities:
Mortgage-backed securities — 8,706 — 8,706
U.S. Treasury securities — 2,396 — 2,396
Total assets measured at fair value $ — $ 130,895 $ — $ 130,895
* The insurance contracts invest approximately 61 percent in fixed-income investments, 17 percent in common stock of large-cap companies, 8 percent in common stock of mid-cap companies, 7 percent in common stock of small-cap companies, 5 percent in target date investments and 2 percent in cash equivalents.
The Company's money market funds are valued at the net asset value of shares held at the end of the period, based on published market quotations on active markets, or using other known sources including pricing from outside sources. The estimated fair value of the Company's mortgage-backed securities and U.S. Treasury securities are based on comparable market transactions, other observable inputs or other sources, including pricing from outside sources. The estimated fair value of the Company's insurance contracts is based on contractual cash surrender values that are determined primarily by investments in managed separate accounts of the insurer. These amounts approximate fair value. The managed separate accounts are valued based on other observable inputs or corroborated market data.
Though the Company believes the methods used to estimate fair value are consistent with those used by other market participants, the use of other methods or assumptions could result in a different estimate of fair value.
The Company applies the provisions of the fair value measurement standard to its nonrecurring, non-financial measurements, including long-lived asset impairments. These assets are not measured at fair value on an ongoing basis but are subject to fair value adjustments only in certain circumstances. The Company reviews the carrying value of its long-lived assets, excluding goodwill, whenever events or changes in circumstances indicate that such carrying amounts may not be recoverable.
The Company performed a fair value assessment of the assets acquired and liabilities assumed in the business combinations that occurred during 2022 and 2021. For more information on these Level 2 and Level 3 fair value measurements, see Notes 2 and 4.
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The Company's long-term debt is not measured at fair value on the Consolidated Balance Sheets and the fair value is being provided for disclosure purposes only. The fair value was categorized as Level 2 in the fair value hierarchy and was based on discounted future cash flows using current market interest rates. The estimated fair value of the Company's Level 2 long-term debt at December 31 was as follows:
2022 2021
(In thousands)
Carrying Amount $ 2,841,425 $ 2,741,900
Fair Value $ 2,469,625 $ 2,984,866
The carrying amounts of the Company's remaining financial instruments included in current assets and current liabilities approximate their fair values.
Note 9 - Debt
Certain debt instruments of the Company's subsidiaries contain restrictive and financial covenants and cross-default provisions. In order to borrow under the respective debt instruments, the subsidiary companies must be in compliance with the applicable covenants and certain other conditions, all of which the subsidiaries, as applicable, were in compliance with at December 31, 2022. In the event the subsidiaries do not comply with the applicable covenants and other conditions, alternative sources of funding may need to be pursued.
The following table summarizes the outstanding revolving credit facilities of the Company's subsidiaries:
Company Facility Facility
Limit Amount Outstanding at December 31, 2022
Amount Outstanding at December 31, 2021
Letters of
Credit at December 31, 2022
Expiration
Date
(In millions)
Montana-Dakota Utilities Co. Commercial paper/Revolving credit agreement (a) $ 175.0 $ 117.5 $ 64.9 $ — 12/19/24
Cascade Natural Gas Corporation
Revolving credit agreement
$ 100.0 (b) $ 44.4 $ 71.0 $ 2.2 (c) 11/30/27
Intermountain Gas Company
Revolving credit agreement
$ 100.0 (d) $ 85.6 $ 56.5 $ — 10/13/27
Centennial Energy Holdings, Inc.
Commercial paper/Revolving credit agreement (e) $ 600.0 $ 298.0 $ 385.4 $ — 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). At December 31, 2022 and 2021, there were no amounts outstanding under the revolving credit agreement.
(b) Certain provisions allow for increased borrowings, up to a maximum of $ 125.0 million.
(c) Outstanding letter(s) of credit reduce the amount available under the credit agreement.
(d) Certain provisions allow for increased borrowings, up to a maximum of $ 125.0 million.
(e) 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). At December 31, 2022 and 2021, there were no amounts outstanding under the revolving credit agreement.
The respective commercial paper programs are supported by revolving credit agreements. While the amount of commercial paper outstanding does not reduce available capacity under the respective revolving credit agreements, Montana-Dakota and Centennial do not issue commercial paper in an aggregate amount exceeding the available capacity under their credit agreements. The commercial paper borrowings may vary during the period, largely the result of fluctuations in working capital requirements due to the seasonality of certain operations of the Company's subsidiaries.
Short-term debt
MDU Energy Capital On October 21, 2022, MDU Energy Capital entered into a $ 11.5 million term loan agreement with a SOFR-based variable interest rate and a maturity date of July 21, 2023. The agreement contains customary covenants and provisions, including a covenant of MDU Energy Capital not to permit, at any time, the ratio of total debt to total capitalization to be greater than 70 percent. The covenants also include certain restrictions on the sale of certain assets, loans and investments.
Centennial On March 18, 2022, Centennial entered into a $ 100.0 million term loan agreement with a SOFR-based variable interest rate and a maturity date of March 17, 2023. The agreement contains customary covenants and provisions, including a covenant of Centennial not to permit, at any time, the ratio of total debt to total capitalization to be greater than 65 percent. The covenants also include certain restrictions on the sale of certain assets, loans and investments.
On December 19, 2022, Centennial entered into a $ 135.0 million term loan agreement with a SOFR-based variable interest rate and a maturity date of December 18, 2023. The agreement contains customary covenants and provisions, including a covenant of Centennial not to permit, at any time, the ratio of total debt to total capitalization to be greater than 65 percent. The covenants also include certain restrictions on the sale of certain assets, loans and investments.
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Long-term debt
Long-term Debt Outstanding Long-term debt outstanding was as follows:
Weighted Average Interest Rate at December 31, 2022
2022 2021
(In thousands)
Senior Notes due on dates ranging from May 15, 2023 to June 15, 2062
4.32 % $ 2,258,500 $ 2,125,000
Commercial paper supported by revolving credit agreements
5.13 % 415,500 450,300
Credit agreements due on October 13, 2027 and November 30, 2027
6.31 % 130,000 127,500
Medium-Term Notes due on dates ranging from September 15, 2027 to March 16, 2029
7.32 % 35,000 35,000
Term Loan Agreement due on September 3, 2032
3.64 % 7,000 7,700
Other notes due on dates ranging from March 1, 2024 to January 1, 2061
1.00 % 2,253 2,564
Less unamortized debt issuance costs 6,542 6,090
Less discount 286 74
Total long-term debt 2,841,425 2,741,900
Less current maturities 78,031 148,053
Net long-term debt $ 2,763,394 $ 2,593,847
Montana-Dakota Montana-Dakota's revolving credit agreement supports its commercial paper program. Commercial paper borrowings under this agreement are classified as long-term debt as they are intended to be refinanced on a long-term basis through continued commercial paper borrowings. The credit agreement contains customary covenants and provisions, including covenants of Montana-Dakota not to permit, as of the end of any fiscal quarter, the ratio of funded debt to total capitalization (determined on a consolidated basis) to be greater than 65 percent. Other covenants include limitations on the sale of certain assets and on the making of certain loans and investments.
Montana-Dakota's ratio of total debt to total capitalization at December 31, 2022, was 51 percent.
Cascade On November 30, 2022, Cascade amended and restated its revolving credit agreement to extend the maturity date to November 30, 2027. Any borrowings under the revolving credit agreement are classified as long-term debt as they are intended to be refinanced on a long-term basis through continued borrowings. The credit agreement contains customary covenants and provisions, including a covenant of Cascade not to permit, at any time, the ratio of total debt to total capitalization to be greater than 65 percent. Other covenants include restrictions on the sale of certain assets, limitations on indebtedness and the making of certain investments.
On June 15, 2022, Cascade issued $ 50.0 million of senior notes under a note purchase agreement with maturity dates ranging from June 15, 2032 to June 15, 2052, at a weighted average interest rate of 4.50 percent. The agreement contains customary covenants and provisions, including a covenant of Cascade not to permit, at any time, the ratio of debt to total capitalization to be greater than 65 percent. Other covenants include restrictions on the sale of certain assets, limitations on indebtedness and the making of certain investments.
Cascade's ratio of total debt to total capitalization at December 31, 2022, was 50 percent.
Intermountain On October 13, 2022, Intermountain amended and restated its revolving credit agreement to increase the borrowing capacity to $ 100.0 million and extend the maturity date to October 13, 2027. Any borrowings under the revolving credit agreement are classified as long-term debt as they are intended to be refinanced on a long-term basis through continued borrowings. The credit agreement contains customary covenants and provisions, including a covenant of Intermountain not to permit, at any time, the ratio of total debt to total capitalization to be greater than 65 percent. Other covenants include restrictions on the sale of certain assets, limitations on indebtedness and the making of certain investments.
On June 15, 2022, Intermountain issued $ 40.0 million of senior notes under a note purchase agreement with maturity dates ranging from June 15, 2052 to June 15, 2062, at a weighted average interest rate of 4.68 percent. The agreement contains customary covenants and provisions, including a covenant of Intermountain not to permit, at any time, the ratio of debt to total capitalization to be greater than 65 percent. Other covenants include restrictions on the sale of certain assets, limitations on indebtedness and the making of certain investments.
Intermountain's ratio of total debt to total capitalization at December 31, 2022, was 57 percent.
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Centennial Centennial's revolving credit agreement supports its commercial paper program. Commercial paper borrowings under this agreement are classified as long-term debt as they are intended to be refinanced on a long-term basis through continued commercial paper borrowings. Centennial's revolving credit agreement contains customary covenants and provisions, including a covenant of Centennial not to permit, as of the end of any fiscal quarter, the ratio of total consolidated debt to total consolidated capitalization to be greater than 65 percent. Other covenants include restricted payments, restrictions on the sale of certain assets, limitations on subsidiary indebtedness, minimum consolidated net worth, limitations on priority debt and the making of certain loans and investments.
On March 23, 2022, Centennial issued $ 150.0 million of senior notes under a note purchase agreement with maturity dates ranging from March 23, 2032 to March 23, 2034, at a weighted average interest rate of 3.71 percent. The agreement contains customary covenants and provisions, including a covenant of Centennial not to permit, at any time, the ratio of debt to total capitalization to be greater than 60 percent. Other covenants include restrictions on the sale of certain assets, limitations on indebtedness and the making of certain investments.
Centennial's ratio of total debt to total capitalization, as defined by its debt covenants, at December 31, 2022, was 46 percent.
Certain of Centennial's financing agreements contain cross-default provisions. These provisions state that if Centennial or any subsidiary of Centennial fails to make any payment with respect to any indebtedness or contingent obligation, in excess of a specified amount, under any agreement that causes such indebtedness to be due prior to its stated maturity or the contingent obligation to become payable, the applicable agreements will be in default.
WBI Energy Transmission On December 22, 2022, WBI Energy Transmission amended its uncommitted note purchase and private shelf agreement to increase capacity to $ 350.0 million with an expiration date of December 22, 2025. On December 22, 2022, WBI Energy Transmission issued $ 40.0 million in senior notes under the private shelf agreement with a maturity date of December 22, 2030, at an interest rate of 6.67 percent. WBI Energy Transmission had $ 235.0 million of notes outstanding at December 31, 2022, which reduced the remaining capacity under this uncommitted private shelf agreement to $ 115.0 million. This agreement contains customary covenants and provisions, including a covenant of WBI Energy Transmission not to permit, as of the end of any fiscal quarter, the ratio of total debt to total capitalization to be greater than 55 percent. Other covenants include a limitation on priority debt, restrictions on the sale of certain assets and the making of certain investments.
WBI Energy Transmission's ratio of total debt to total capitalization at December 31, 2022, was 40 percent.
Schedule of Debt Maturities Long-term debt maturities, which excludes unamortized debt issuance costs and discount, for the five years and thereafter following December 31, 2022, were as follows:
2023 2024 2025 2026 2027 Thereafter
(In thousands)
Long-term debt maturities $ 78,031 $ 476,923 $ 177,802 $ 140,802 $ 230,802 $ 1,743,893
Note 10 - Leases
Most of the leases the Company enters into are for equipment, buildings, easements and vehicles as part of their ongoing operations. The Company also leases certain equipment to third parties through its utility and construction services segments. The Company determines if an arrangement contains a lease at inception of a contract and accounts for all leases in accordance with ASC 842 - Leases.
The recognition of leases requires the Company to make estimates and assumptions that affect the lease classification and the assets and liabilities recorded. The accuracy of lease assets and liabilities reported on the Consolidated Financial Statements depends on, among other things, management's estimates of interest rates used to discount the lease assets and liabilities to their present value, as well as the lease terms based on the unique facts and circumstances of each lease.
Lessee accounting
The leases the Company has entered into as part of its ongoing operations are considered operating leases and are recognized on the Consolidated Balance Sheets as operating lease right-of-use assets, current operating lease liabilities and noncurrent liabilities - operating lease liabilities. The corresponding lease costs are included in operation and maintenance expense on the Consolidated Statements of Income.
Generally, the leases for vehicles and equipment have a term of five years or less and buildings and easements have a longer term of up to 35 years or more. To date, the Company does not have any residual value guarantee amounts probable of being owed to a lessor, financing leases or material agreements with related parties.
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The following tables provide information on the Company's operating leases at and for the years ended December 31:
2022 2021 2020
(In thousands)
Lease costs:
Short-term lease cost $ 160,318 $ 132,449 $ 135,376
Operating lease cost 44,956 46,622 45,319
Variable lease cost 1,739 1,516 1,319
$ 207,013 $ 180,587 $ 182,014
2022 2021 2020
(Dollars in thousands)
Weighted average remaining lease term 2.83 years 2.67 years 2.73 years
Weighted average discount rate 4.05 % 3.54 % 4.03 %
Cash paid for amounts included in the measurement of lease liabilities
$ 44,512 $ 43,489 $ 45,043
The reconciliation of future undiscounted cash flows to operating lease liabilities presented on the Consolidated Balance Sheet at December 31, 2022, was as follows:
(In thousands)
2023 $ 38,927
2024 27,825
2025 18,741
2026 11,191
2027 7,297
Thereafter 39,963
Total 143,944
Less discount 23,894
Total operating lease liabilities $ 120,050
Lessor accounting
The Company leases certain equipment to third parties through its utility and construction services segments, which are considered short-term operating leases with terms of less than 12 months. The Company recognized revenue from operating leases of $ 47.9 million , $ 50.1 million and $48.0 million for the years ended December 31, 2022, 2021and 2020, respectively. At December 31, 2022, the Company had $ 9.7 million of lease receivables with a majority due within 12 months or less.
Note 11 - Asset Retirement Obligations
The Company records obligations related to retirement costs of natural gas distribution lines, natural gas transmission lines, natural gas storage wells, decommissioning of certain electric generating facilities, reclamation of certain aggregate properties, special handling and disposal of hazardous materials at certain electric generating facilities, natural gas distribution facilities and buildings, and certain other obligations as asset retirement obligations.
A reconciliation of the Company's liability, which the current portion is included in other accrued liabilities on the Consolidated Balance Sheets, for the years ended December 31 was as follows:
2022 2021
(In thousands)
Balance at beginning of year $ 468,686 $ 446,919
Liabilities incurred 5,972 12,454
Liabilities acquired — 1,805
Liabilities settled ( 9,646 ) ( 15,155 )
Accretion expense* 23,188 21,214
Revisions in estimates ( 77,692 ) 1,449
Balance at end of year $ 410,508 $ 468,686
* Includes $ 21.8 million and $ 19.6 million in 2022 and 2021, respectively, recorded to regulatory assets.
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The 2022 revisions in estimates consist principally of updated asset retirement obligation costs associated with natural gas distribution and transmission lines at the natural gas distribution segment.
The Company believes that largely all expenses related to asset retirement obligations at the Company's regulated operations will be recovered in rates over time and, accordingly, defers such expenses as regulatory assets. For more information on the Company's regulatory assets and liabilities, see Note 6.
Note 12 - Equity
The Company depends on earnings and dividends from its subsidiaries to pay dividends on common stock. The Company has paid quarterly dividends for 85 consecutive years with an increase in the dividend amount for the last 32 consecutive years. For the years ended December 31, 2022, 2021 and 2020, dividends declared on common stock were $ .8750 , $ .8550 and $ .8350 per common share, respectively. Dividends on common stock are paid quarterly to the stockholders of record less than 30 days prior to the distribution date. For the years ended December 31, 2022, 2021 and 2020, the dividends declared to common stockholders were $ 177.9 million, $ 173.0 million and $ 167.4 million, respectively.
The declaration and payment of dividends of the Company is at the sole discretion of the board of directors. In addition, the Company's subsidiaries are generally restricted to paying dividends out of capital accounts or net assets. The following discusses the most restrictive limitations.
Pursuant to a covenant under its revolving credit agreement, Centennial may only declare or pay distributions if, as of the last day of any fiscal quarter, the ratio of Centennial's average consolidated indebtedness as of the last day of such fiscal quarter and each of the preceding three fiscal quarters to Centennial's Consolidated trailing 12 month EBITDA does not exceed 3.5 to 1. In addition, certain credit agreements and regulatory limitations of the Company's subsidiaries also contain restrictions on dividend payments. The most restrictive limitation requires the Company's subsidiaries not to permit the ratio of funded debt to capitalization to be greater than 60 percent. Based on this limitation, approximately $ 1.9 billion of the net assets of the Company's subsidiaries, which represents common stockholders' equity including retained earnings, would be restricted from use for dividend payments at December 31, 2022.
The Company currently has a shelf registration statement on file with the SEC, under which the Company may issue and sell any combination of common stock and debt securities. The Company may sell such securities if warranted by market conditions and the Company's capital requirements. Any public offer and sale of such securities will be made only by means of a prospectus meeting the requirements of the Securities Act and the rules and regulations thereunder.
In August 2020, the Company amended the Distribution Agreement dated February 22, 2019, with J.P. Morgan Securities LLC and MUFG Securities Americas Inc., as sales agents. This agreement, as amended, allows the offering, issuance and sale of up to 6.4 million shares of the Company's common stock in connection with an “at-the-market” offering. The common stock may be offered for sale, from time to time, in accordance with the terms and conditions of the agreement. As of December 31, 2022, the Company had capacity to issue up to 3.6 million additional shares of common stock under the "at-the-market" offering program.
Details of the Company's "at-the-market" offering activity for the years ended December 31 was as follows:
2022 2021
(In millions)
Shares issued — 2.8
Net proceeds * $ ( 0.1 ) $ 88.8 **
* Net proceeds include issuance costs of $ 149,000 and $ 1.2 million for
the years ended December 31, 2022 and 2021, respectively.
** Net proceeds were used for capital expenditures.
The K-Plan provides participants the option to invest in the Company's common stock. For the years ended December 31, 2022, 2021 and 2020, the K-Plan purchased shares of common stock on the open market or issued original issue common stock of the Company. At December 31, 2022, there were 7.2 million shares of common stock reserved for original issuance under the K-Plan.
The Company currently has 2.0 million shares of preferred stock authorized to be issued with a $ 100 par value. At December 31, 2022 and 2021, there were no shares outstanding.
Note 13 - Stock-Based Compensation
The Company has stock-based compensation plans under which it is currently authorized to grant restricted stock and other stock awards. As of December 31, 2022, there were 3.4 million remaining shares available to grant under these plans. The Company either purchases shares on the open market or issues new shares of common stock to satisfy the vesting of stock-based awards.
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Total stock-based compensation expense (after tax) was $ 8.7 million, $ 12.0 million and $ 10.8 million in 2022, 2021 and 2020, respectively. The Company uses the straight-line amortization method to recognize compensation expense related to restricted stock, which only has a service condition. The Company recognizes compensation expense related to performance awards with market-based performance metrics on a straight-line basis over the requisite service period. As of December 31, 2022, total remaining unrecognized compensation expense related to stock-based compensation was approximately $ 12.5 million (before income taxes) which will be amortized over a weighted average period of 1.6 years.
Stock awards
Non-employee directors receive shares of common stock in addition to and in lieu of cash payment for directors' fees. There were 40,800 shares with a fair value of $ 1.2 million, 41,925 shares with a fair value of $ 1.2 million and 45,273 shares with a fair value of $ 1.1 million issued to non-employee directors during the years ended December 31, 2022, 2021 and 2020, respectively.
Restricted stock awards
In February 2022 and 2021, key employees were granted restricted stock awards under the long-term performance-based incentive plan. The shares vest over three years, contingent on continued employment. Compensation expense is recognized over the vesting period. At December 31, 2022, the number of outstanding shares granted was 188,499 with a weighted average grant-date fair value of $ 27.54 per share.
Performance share awards
Since 2003, key employees of the Company have been granted performance share awards each year under the long-term performance-based incentive plan authorized by the Company's compensation committee. The compensation committee has the authority to select the recipients of awards, determine the type and size of awards, and establish certain terms and conditions of award grants. Share awards are generally earned over a three-year vesting period and tied to financial metrics. Upon vesting, participants receive dividends that accumulate during the vesting period.
Target grants of performance shares outstanding at December 31, 2022, were as follows:
Grant Date Performance
Period Target Grant
of Shares
February 2021 2021-2023 281,129
February 2022 2022-2024 284,416
Under the market condition for these performance share awards, participants may earn from zero to 200 percent of the apportioned target grant of shares based on the Company's total stockholder return relative to that of the selected peer group. Compensation expense is based on the grant-date fair value as determined by Monte Carlo simulation. The blended volatility term structure ranges are comprised of 50 percent historical volatility and 50 percent implied volatility. Risk-free interest rates were based on U.S. Treasury security rates in effect as of the grant date. Assumptions used for grants applicable to the market condition for certain performance shares issued in 2022, 2021 and 2020 were:
2022 2021 2020
Weighted average grant-date fair value $ 36.25 $ 37.96 $ 40.75
Blended volatility range 24.07 % - 31.41 %
35.37 % - 46.35 %
15.30 % - 15.97 %
Risk-free interest rate range .71 % - 1.68 %
.02 % - .20 %
1.45 % - 1.62 %
Weighted average discounted dividends per share $ 2.93 $ 3.16 $ 2.91
Under the performance conditions for these performance share awards, participants may earn from zero to 200 percent of the apportioned target grant of shares. The performance conditions are based on the Company's compound annual growth rate in earnings from continuing operations before interest, taxes, depreciation, depletion and amortization and the Company's compound annual growth rate in earnings from continuing operations. The weighted average grant-date fair value per share for the performance shares applicable to these performance conditions issued in 2022, 2021 and 2020 was $ 27.73 , $ 27.35 and $ 31.63 , respectively.
The fair value of the performance shares that vested during the years ended December 31, 2022, 2021 and 2020, was $ 7.6 million, $ 13.7 million and $ 9.7 million, respectively.
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A summary of the status of the performance share awards for the year ended December 31, 2022, was as follows:
Number of
Shares Weighted
Average
Grant-Date
Fair Value
Nonvested at beginning of period 555,047 $ 34.40
Granted 284,416 31.99
Performance shares earned/unearned ( 22,750 ) 31.63
Less:
Vested 251,168 36.60
Nonvested at end of period 565,545 $ 32.32
Note 14 - Accumulated Other Comprehensive Loss
The Company's accumulated other comprehensive loss is comprised of losses on derivative instruments qualifying as hedges, postretirement liability adjustments and gain (loss) on available-for-sale investments.
The after-tax changes in the components of accumulated other comprehensive loss were as follows:
Net
Unrealized
Loss on
Derivative
Instruments
Qualifying
as Hedges Post-
retirement
Liability
Adjustment Net
Unrealized
Gain (Loss) on
Available-
for-sale
Investments Total
Accumulated
Other
Comprehensive
Loss
(In thousands)
At December 31, 2020 $ ( 984 ) $ ( 47,207 ) $ 113 $ ( 48,078 )
Other comprehensive income (loss) before reclassifications — 4,876 ( 252 ) 4,624
Amounts reclassified from accumulated other comprehensive loss 446 1,870 134 2,450
Net current-period other comprehensive income (loss) 446 6,746 ( 118 ) 7,074
At December 31, 2021 ( 538 ) ( 40,461 ) ( 5 ) ( 41,004 )
Other comprehensive income (loss) before reclassifications — 12,007 ( 667 ) 11,340
Amounts reclassified to accumulated other comprehensive loss from a regulatory asset — ( 3,265 ) — ( 3,265 )
Amounts reclassified from accumulated other comprehensive loss 413 1,819 114 2,346
Net current-period other comprehensive income (loss) 413 10,561 ( 553 ) 10,421
At December 31, 2022 $ ( 125 ) $ ( 29,900 ) $ ( 558 ) $ ( 30,583 )
The following amounts were reclassified out of accumulated other comprehensive loss into net income. The amounts presented in parentheses indicate a decrease to net income on the Consolidated Statements of Income. The reclassifications for the years ended December 31 were as follows:
2022 2021 Location on Consolidated
Statements of Income
(In thousands)
Reclassification adjustment for loss on derivative instruments included in net income $ ( 590 ) $ ( 591 ) Interest expense
177 145 Income taxes
( 413 ) ( 446 )
Amortization of postretirement liability losses included in net periodic benefit credit ( 2,416 ) ( 2,485 ) Other income
597 615 Income taxes
( 1,819 ) ( 1,870 )
Reclassification adjustment on available-for-sale investments included in net income ( 145 ) ( 170 ) Other income
31 36 Income taxes
( 114 ) ( 134 )
Total reclassifications $ ( 2,346 ) $ ( 2,450 )
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Note 15 - Income Taxes
The components of income before income taxes from continuing operations for each of the years ended December 31 were as follows:
2022 2021 2020
(In thousands)
United States $ 462,059 $ 466,651 $ 474,856
Foreign — — 261
Income before income taxes from continuing operations $ 462,059 $ 466,651 $ 475,117
Income tax expense (benefit) from continuing operations for the years ended December 31 was as follows:
2022 2021 2020
(In thousands)
Current:
Federal $ 50,747 $ 17,121 $ 65,006
State 20,710 11,549 21,234
Foreign — — 151
71,457 28,670 86,391
Deferred:
Income taxes:
Federal 17,820 45,885 ( 3,735 )
State 4,608 12,610 ( 625 )
Investment tax credit - net 898 1,755 2,559
23,326 60,250 ( 1,801 )
Total income tax expense $ 94,783 $ 88,920 $ 84,590
Components of deferred tax assets and deferred tax liabilities at December 31 were as follows:
2022 2021
(In thousands)
Deferred tax assets:
Postretirement $ 41,298 $ 45,752
Compensation-related 35,196 37,917
Operating lease liabilities 25,718 26,710
Asset retirement obligations 9,687 8,696
Legal and environmental contingencies 8,526 8,603
Customer advances 7,615 7,683
Payroll tax deferral — 6,940
Other 51,472 39,960
Total deferred tax assets 179,512 182,261
Deferred tax liabilities:
Basis differences on property, plant and equipment 608,528 585,095
Postretirement 47,340 48,302
Purchased gas adjustment 33,567 21,136
Operating lease right-of-use-assets 25,472 26,570
Intangible assets 23,007 21,074
Other 60,078 59,934
Total deferred tax liabilities 797,992 762,111
Valuation allowance 12,823 12,112
Net deferred income tax liability $ 631,303 $ 591,962
As of December 31, 2022 and 2021, the Company had various state income tax net operating loss carryforwards of $ 176.0 million and $ 164.8 million, respectively, and federal and state income tax credit carryforwards, excluding alternative minimum tax credit carryforwards, of $ 35.7 million and $ 35.6 million, respectively. The state credits include various regulatory investment tax credits of approximately $ 35.1 million and $ 35.0 million at December 31, 2022 and 2021, respectively. The state income tax credit carryforwards are due to expire between 2024 and 2036. Changes in tax regulations or assumptions regarding current and future taxable income could require additional valuation allowances in the future.
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The following table reconciles the change in the net deferred income tax liability from December 31, 2021, to December 31, 2022, to deferred income tax expense:
2022
(In thousands)
Change in net deferred income tax liability from the preceding table $ 39,341
Deferred taxes associated with other comprehensive loss ( 3,507 )
Excess deferred income tax amortization ( 9,008 )
Other ( 3,500 )
Deferred income tax expense for the period $ 23,326
Total income tax expense differs from the amount computed by applying the statutory federal income tax rate to income before taxes. The reasons for this difference were as follows:
Years ended December 31, 2022 2021 2020
Amount % Amount % Amount %
(Dollars in thousands)
Computed tax at federal statutory rate $ 97,032 21.0 $ 97,997 21.0 $ 99,775 21.0
Increases (reductions) resulting from:
State income taxes, net of federal income tax
19,126 4.1 19,496 4.2 17,845 3.8
Federal renewable energy credit
( 15,343 ) ( 3.3 ) ( 13,914 ) ( 3.0 ) ( 16,009 ) ( 3.4 )
Tax compliance and uncertain tax positions
1,080 .2 ( 477 ) ( .1 ) ( 3,543 ) ( .7 )
Nonqualified benefit plans 2,827 .6 ( 1,881 ) ( .4 ) ( 2,443 ) ( .5 )
Excess deferred income tax amortization ( 9,008 ) ( 1.9 ) ( 10,295 ) ( 2.2 ) ( 12,517 ) ( 2.6 )
Other ( 931 ) ( .2 ) ( 2,006 ) ( .4 ) 1,482 .2
Total income tax expense $ 94,783 20.5 $ 88,920 19.1 $ 84,590 17.8
The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction, and various state, local and foreign jurisdictions. The Company is no longer subject to U.S. federal or non-U.S. income tax examinations by tax authorities for years ending prior to 2019. With few exceptions, as of December 31, 2022, the Company is no longer subject to state and local income tax examinations by tax authorities for years ending prior to 2019.
For the years ended December 31, 2022, 2021 and 2020, total reserves for uncertain tax positions were not material. The Company recognizes interest and penalties accrued relative to unrecognized tax benefits in income tax expense.
Note 16 - Cash Flow Information
Cash expenditures for interest and income taxes for the years ended December 31 were as follows:
2022 2021 2020
(In thousands)
Interest, net*
$ 83,118 $ 91,165 $ 88,681
Income taxes paid, net** $ 26,503 $ 71,079 $ 65,536
* AFUDC - borrowed was $ 2.2 million, $ 2.8 million and $ 2.6 million for the years ended December 31, 2022, 2021 and 2020, respectively.
** Income taxes paid, including discontinued operations, were $ 26.4 million, $ 70.9 million and $ 59.4 million for the years ended December 31, 2022, 2021 and 2020, respectively.
Noncash investing and financing transactions at December 31 were as follows:
2022 2021 2020
(In thousands)
Property, plant and equipment additions in accounts payable $ 49,602 $ 57,605 $ 26,082
Right-of-use assets obtained in exchange for new operating lease liabilities $ 50,921 $ 55,987 $ 54,356
Debt assumed in connection with a business combination $ — $ 10 $ —
Accrual for holdback payment related to a business combination $ 70 $ — $ 2,500
Stock issued in connection with a business combination $ 7,304 $ — $ —
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Note 17 - Business Segment Data
The Company's reportable segments are those that are based on the Company's method of internal reporting, which generally segregates the strategic business units due to differences in products, services and regulation. The internal reporting of these operating segments is defined based on the reporting and review process used by the Company's chief executive officer. The Company's operations are located within the United States.
The electric segment generates, transmits and distributes electricity in Montana, North Dakota, South Dakota and Wyoming. The natural gas distribution segment distributes natural gas in those states, as well as in Idaho, Minnesota, Oregon and Washington. These operations also supply related value-added services.
The pipeline segment provides natural gas transportation and underground storage services through a regulated pipeline system primarily in the Rocky Mountain and northern Great Plains regions of the United States. This segment also provides non-regulated cathodic protection services.
The construction materials and contracting segment mines, processes and sells construction aggregates (crushed stone and sand and gravel); produces and sells asphalt; and supplies ready-mix concrete. This segment's aggregate reserves provide the foundation for the vertical integration of its contracting services with its construction materials to support its aggregate-based product lines including heavy-civil construction, asphalt paving, concrete construction and site development and grading. Although not common to all locations, the segment also includes the sale of cement, liquid asphalt modification and distribution, various finished concrete products, merchandise and other building materials and related contracting services. This segment operates in the central, southern and western United States, including Alaska and Hawaii.
The construction services segment provides a full spectrum of construction services through its electrical and mechanical and transmission and distribution specialty contracting services across the United States. These specialty contracting services are provided to utilities, manufacturing, transportation, commercial, industrial, institutional, renewable and governmental customers. Its electrical and mechanical contracting services include construction and maintenance of electrical and communication wiring and infrastructure, fire suppression systems, and mechanical piping and services. Its transmission and distribution contracting services include construction and maintenance of overhead and underground electrical, gas and communication infrastructure, as well as manufacturing and distribution of transmission line construction equipment and tools.
The Other category includes the activities of Centennial Capital, which, through its subsidiary InterSource Insurance Company, insures various types of risks as a captive insurer for certain of the Company's subsidiaries. The function of the captive insurer is to fund the self-insured layers of the insured Company's general liability, automobile liability, pollution liability and other coverages. Centennial Capital also owns certain real and personal property. In addition, the Other category includes certain assets, liabilities and tax adjustments of the holding company primarily associated with corporate functions, as well as costs associated with the announced strategic initiatives. Also included are certain general and administrative costs (reflected in operation and maintenance expense) and interest expense, which were previously allocated to the refining business and Fidelity and do not meet the criteria for income (loss) from discontinued operations.
Discontinued operations include the supporting activities of Fidelity other than certain general and administrative costs and interest expense as described above.
The information below follows the same accounting policies as described in Note 2. Information on the Company's segments as of December 31 and for the years then ended was as follows:
2022 2021 2020
(In thousands)
External operating revenues:
Regulated operations:
Electric $ 376,579 $ 349,039 $ 331,538
Natural gas distribution 1,273,249 971,364 847,651
Pipeline 85,931 69,940 69,957
1,735,759 1,390,343 1,249,146
Non-regulated operations:
Pipeline 10,636 12,918 15,389
Construction materials and contracting 2,533,713 2,228,306 2,177,585
Construction services 2,693,756 2,049,082 2,090,685
Other — 84 ( 55 )
5,238,105 4,290,390 4,283,604
Total external operating revenues $ 6,973,864 $ 5,680,733 $ 5,532,750
MDU Resources Group, Inc. Form 10-K 103
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2022 2021 2020
(In thousands)
Intersegment operating revenues:
Regulated operations:
Electric $ 494 $ 543 $ 491
Natural gas distribution 555 576 534
Pipeline 58,368 58,989 57,977
59,417 60,108 59,002
Non-regulated operations:
Pipeline 644 689 554
Construction materials and contracting 1,016 624 417
Construction services 5,494 2,555 5,038
Other 17,605 13,630 11,958
24,759 17,498 17,967
Total Intersegment operating revenues $ 84,176 $ 77,606 $ 76,969
Depreciation, depletion and amortization:
Electric $ 67,802 $ 66,750 $ 62,998
Natural gas distribution 89,466 86,065 84,580
Pipeline 26,857 20,569 21,669
Construction materials and contracting 117,798 100,974 89,626
Construction services 21,468 20,270 23,523
Other 4,435 4,586 2,704
Total depreciation, depletion and amortization $ 327,826 $ 299,214 $ 285,100
Operating income (loss):
Electric $ 79,655 $ 66,335 $ 63,434
Natural gas distribution 91,889 89,173 73,082
Pipeline 55,466 48,078 49,436
Construction materials and contracting 194,295 191,077 214,498
Construction services 164,644 145,754 147,644
Other ( 11,996 ) ( 6,198 ) ( 3,169 )
Total operating income $ 573,953 $ 534,219 $ 544,925
Interest expense:
Electric $ 28,526 $ 26,712 $ 26,699
Natural gas distribution 42,126 37,265 36,798
Pipeline 11,318 7,010 7,622
Construction materials and contracting 30,121 19,218 20,577
Construction services 6,354 3,540 4,095
Other 1,465 342 883
Intersegment eliminations ( 637 ) ( 103 ) ( 155 )
Total interest expense $ 119,273 $ 93,984 $ 96,519
Income tax expense (benefit):
Electric $ ( 5,420 ) $ ( 7,626 ) $ ( 11,636 )
Natural gas distribution 7,805 8,366 5,746
Pipeline 10,212 9,594 7,650
Construction materials and contracting 42,601 43,459 47,431
Construction services 40,788 35,426 35,797
Other ( 1,203 ) ( 299 ) ( 398 )
Total income tax expense $ 94,783 $ 88,920 $ 84,590
104 MDU Resources Group, Inc. Form 10-K
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2022 2021 2020
(In thousands)
Net income (loss):
Regulated operations:
Electric $ 57,077 $ 51,906 $ 55,601
Natural gas distribution 45,171 51,596 44,049
Pipeline 35,357 39,583 35,453
137,605 143,085 135,103
Non-regulated operations:
Pipeline ( 69 ) 1,313 1,559
Construction materials and contracting 116,220 129,755 147,325
Construction services 124,781 109,402 109,721
Other ( 11,261 ) ( 5,824 ) ( 3,181 )
229,671 234,646 255,424
Income from continuing operations 367,276 377,731 390,527
Discontinued operations, net of tax 213 400 ( 322 )
Net income $ 367,489 $ 378,131 $ 390,205
Capital expenditures:
Electric $ 133,970 $ 82,427 $ 114,676
Natural gas distribution 240,064 170,411 193,048
Pipeline 61,923 234,803 62,224
Construction materials and contracting 181,917 417,524 191,635
Construction services 36,413 29,140 83,651
Other 2,272 1,501 3,045
Total capital expenditures (a) $ 656,559 $ 935,806 $ 648,279
Assets:
Electric (b) $ 1,856,258 $ 1,810,695 $ 2,123,693
Natural gas distribution (b) 3,214,452 2,929,519 2,302,770
Pipeline 961,893 913,945 703,377
Construction materials and contracting 2,268,970 2,161,653 1,798,493
Construction services 1,126,323 845,262 818,662
Other (c) 232,885 249,361 306,377
Total assets $ 9,660,781 $ 8,910,435 $ 8,053,372
Property, plant and equipment:
Electric (b) $ 2,276,613 $ 2,295,646 $ 2,323,403
Natural gas distribution (b) 3,208,060 3,015,164 2,868,853
Pipeline 1,108,141 1,051,868 821,697
Construction materials and contracting 2,489,408 2,347,696 2,028,476
Construction services 245,111 225,758 220,796
Other 36,705 36,717 37,545
Less accumulated depreciation, depletion and amortization 3,272,493 3,216,461 3,133,831
Net property, plant and equipment $ 6,091,545 $ 5,756,388 $ 5,166,939
(a) Capital expenditures for 2022, 2021 and 2020 include noncash transactions such as capital expenditure-related accounts payable, the issuance of the Company's equity securities in connection with an acquisition, AFUDC and accrual of holdback payments in connection with acquisitions totaling $ 1.7 million, $ 38.7 million and $( 15.7 ) million, respectively.
(b) Includes allocations of common utility property.
(c) 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).
MDU Resources Group, Inc. Form 10-K 105
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A reconciliation of reportable segment operating revenues and assets to consolidated operating revenues and assets is as follows:
2022 2021 2020
(In thousands)
Operating revenues reconciliation:
Total reportable segment operating revenues $ 7,040,435 $ 5,744,625 $ 5,597,816
Other revenue 17,605 13,714 11,903
Elimination of intersegment operating revenues ( 84,176 ) ( 77,606 ) ( 76,969 )
Total consolidated operating revenues $ 6,973,864 $ 5,680,733 $ 5,532,750
Asset reconciliation:
Total reportable segment assets $ 9,491,679 $ 8,717,563 $ 7,816,848
Other assets 1,353,614 1,184,956 947,740
Elimination of intersegment receivables ( 1,184,512 ) ( 992,084 ) ( 711,216 )
Total consolidated assets $ 9,660,781 $ 8,910,435 $ 8,053,372
Note 18 - Employee Benefit Plans
Pension and other postretirement benefit plans
The Company has noncontributory qualified defined benefit pension plans and other postretirement benefit plans for certain eligible employees. The Company uses a measurement date of December 31 for all of its pension and postretirement benefit plans.
Prior to 2013, defined benefit pension plan benefits and accruals for all nonunion and certain union plans were frozen and on June 30, 2015, the remaining union plan was frozen. These employees were eligible to receive additional defined contribution plan benefits.
Effective January 1, 2010, eligibility to receive retiree medical benefits was modified at certain of the Company's businesses. Employees who had attained age 55 with 10 years of continuous service by December 31, 2010, were provided the option to choose between a pre-65 comprehensive medical plan coupled with a Medicare supplement or a specified company funded Retiree Reimbursement Account, regardless of when they retire. All other eligible employees must meet the new eligibility criteria of age 60 and 10 years of continuous service at the time they retire to be eligible for a specified company funded Retiree Reimbursement Account. Employees hired after December 31, 2009, will not be eligible for retiree medical benefits at certain of the Company's businesses.
In 2012, the Company modified health care coverage for certain retirees. Effective January 1, 2013, post-65 coverage was replaced by a fixed-dollar subsidy for retirees and spouses to be used to purchase individual insurance through a healthcare exchange.
106 MDU Resources Group, Inc. Form 10-K
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Changes in benefit obligation and plan assets and amounts recognized in the Consolidated Balance Sheets at December 31 were as follows:
Pension Benefits Other
Postretirement Benefits
2022 2021 2022 2021
Change in benefit obligation: (In thousands)
Benefit obligation at beginning of year $ 411,497 $ 437,360 $ 73,460 $ 86,155
Service cost — — 1,416 1,600
Interest cost 10,522 9,819 1,896 1,862
Plan participants' contributions — — 569 641
Actuarial gain ( 85,303 ) ( 12,140 ) ( 18,401 ) ( 12,802 )
Benefits paid ( 24,672 ) ( 23,542 ) ( 4,009 ) ( 3,996 )
Benefit obligation at end of year 312,044 411,497 54,931 73,460
Change in net plan assets:
Fair value of plan assets at beginning of year 373,109 383,834 100,158 101,639
Actual return on plan assets ( 77,975 ) 12,817 ( 20,893 ) 1,398
Employer contribution — — 501 476
Plan participants' contributions — — 569 641
Benefits paid ( 24,672 ) ( 23,542 ) ( 4,009 ) ( 3,996 )
Fair value of net plan assets at end of year 270,462 373,109 76,326 100,158
Funded status - (under) over $ ( 41,582 ) $ ( 38,388 ) $ 21,395 $ 26,698
Amounts recognized in the Consolidated Balance Sheets at December 31:
Noncurrent assets - other $ — $ — $ 36,325 $ 45,863
Other accrued liabilities — — 1,044 544
Noncurrent liabilities - other 41,582 38,388 13,886 18,621
Benefit obligation (liabilities) assets - net amount recognized $ ( 41,582 ) $ ( 38,388 ) $ 21,395 $ 26,698
Amounts recognized in accumulated other comprehensive loss:
Actuarial loss (gain) $ 32,378 $ 25,976 $ ( 2,923 ) $ 2,367
Prior service credit — — ( 289 ) ( 290 )
Total $ 32,378 $ 25,976 $ ( 3,212 ) $ 2,077
Amounts recognized in regulatory assets or liabilities:
Actuarial loss (gain) $ 141,207 $ 142,166 $ ( 1,439 ) $ ( 14,727 )
Prior service credit — — ( 3,796 ) ( 5,193 )
Total $ 141,207 $ 142,166 $ ( 5,235 ) $ ( 19,920 )
Employer contributions and benefits paid in the preceding table include only those amounts contributed directly to, or paid directly from, plan assets. Amounts related to regulated operations are recorded as regulatory assets or liabilities and are expected to be reflected in rates charged to customers over time. For more information on regulatory assets and liabilities, see Note 6.
In 2022 and 2021, the actuarial gain recognized in the benefit obligation was primarily the result of an increase in the discount rate. For more information on the discount rates, see the table below. Unrecognized pension actuarial gains and losses in excess of 10 percent of the greater of the projected benefit obligation or the market-related value of assets are amortized over the average life expectancy of plan participants for frozen plans. The market-related value of assets is determined using a five-year average of assets.
The pension plans all have accumulated benefit obligations in excess of plan assets. The projected benefit obligation, accumulated benefit obligation and fair value of plan assets for these plans at December 31 were as follows:
2022 2021
(In thousands)
Projected benefit obligation $ 312,044 $ 411,497
Accumulated benefit obligation $ 312,044 $ 411,497
Fair value of plan assets $ 270,462 $ 373,109
MDU Resources Group, Inc. Form 10-K 107
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The components of net periodic benefit cost (credit), other than the service cost component, are included in other income on the Consolidated Statements of Income. Prior service credit is amortized on a straight-line basis over the average remaining service period of active participants. These components related to the Company's pension and other postretirement benefit plans for the years ended December 31 were as follows:
Pension Benefits Other
Postretirement Benefits
2022 2021 2020 2022 2021 2020
Components of net periodic benefit credit: (In thousands)
Service cost $ — $ — $ — $ 1,416 $ 1,600 $ 1,532
Interest cost 10,522 9,819 12,093 1,896 1,862 2,437
Expected return on assets ( 19,455 ) ( 19,576 ) ( 19,949 ) ( 5,288 ) ( 5,098 ) ( 5,019 )
Amortization of prior service credit
— — — ( 1,398 ) ( 1,398 ) ( 1,398 )
Recognized net actuarial loss (gain) 6,683 8,017 7,172 ( 219 ) 24 287
Net periodic benefit credit, including amount capitalized ( 2,250 ) ( 1,740 ) ( 684 ) ( 3,593 ) ( 3,010 ) ( 2,161 )
Less amount capitalized — — — 175 150 156
Net periodic benefit cost credit ( 2,250 ) ( 1,740 ) ( 684 ) ( 3,768 ) ( 3,160 ) ( 2,317 )
Other changes in plan assets and benefit obligations recognized in accumulated comprehensive loss:
Net (gain) loss 2,369 ( 265 ) 934 ( 4,141 ) ( 2,811 ) ( 259 )
Amortization of actuarial loss ( 1,310 ) ( 1,286 ) ( 1,155 ) ( 281 ) ( 135 ) ( 306 )
Amortization of prior service credit — — — 125 100 101
Reclassification of postretirement liability adjustment from regulatory asset 5,343 — — ( 992 ) — —
Total recognized in accumulated other comprehensive loss
6,402 ( 1,551 ) ( 221 ) ( 5,289 ) ( 2,846 ) ( 464 )
Other changes in plan assets and benefit obligations recognized in regulatory assets or liabilities:
Net (gain) loss 9,757 ( 5,116 ) 4,546 11,920 ( 6,292 ) ( 3,793 )
Amortization of actuarial gain (loss) ( 5,373 ) ( 6,731 ) ( 6,017 ) 500 110 19
Amortization of prior service credit
— — — 1,273 1,298 1,297
Reclassification of postretirement liability adjustment from regulatory asset ( 5,343 ) — — 992 — —
Total recognized in regulatory assets or liabilities
( 959 ) ( 11,847 ) ( 1,471 ) 14,685 ( 4,884 ) ( 2,477 )
Total recognized in net periodic benefit credit, accumulated other comprehensive loss and regulatory assets or liabilities $ 3,193 $ ( 15,138 ) $ ( 2,376 ) $ 5,628 $ ( 10,890 ) $ ( 5,258 )
Weighted average assumptions used to determine benefit obligations at December 31 were as follows:
Pension Benefits Other
Postretirement Benefits
2022 2021 2022 2021
Discount rate 5.06 % 2.64 % 5.07 % 2.66 %
Expected return on plan assets 6.50 % 6.00 % 6.00 % 5.50 %
Rate of compensation increase N/A N/A 3.00 % 3.00 %
Weighted average assumptions used to determine net periodic benefit cost (credit) for the years ended December 31 were as follows:
Pension Benefits Other
Postretirement Benefits
2022 2021 2022 2021
Discount rate 2.64 % 2.30 % 2.66 % 2.30 %
Expected return on plan assets 6.00 % 6.00 % 5.50 % 5.50 %
Rate of compensation increase N/A N/A 3.00 % 3.00 %
The expected rate of return on pension plan assets is based on a targeted asset allocation range determined by the funded ratio of the plan. As of December 31, 2022, the expected rate of return on pension plan assets is based on the targeted asset allocation range of 40 percent to 50 percent equity securities and 50 percent to 60 percent fixed-income securities and the expected rate of return from these asset categories. The expected rate of return on other postretirement plan assets is based on the targeted asset allocation range of 10 percent to 20 percent equity securities and 80 percent to 90 percent fixed-income securities and the expected rate of return from these asset categories. The expected return on plan assets for other postretirement benefits reflects insurance-related investment costs.
108 MDU Resources Group, Inc. Form 10-K
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Health care rate assumptions for the Company's other postretirement benefit plans as of December 31 were as follows:
2022 2021
Health care trend rate assumed for next year 7.5 % 7.0 %
Health care cost trend rate - ultimate 4.5 % 4.5 %
Year in which ultimate trend rate achieved 2033 2031
The Company's other postretirement benefit plans include health care and life insurance benefits for certain retirees. The plans underlying these benefits may require contributions by the retiree depending on such retiree's age and years of service at retirement or the date of retirement. The Company contributes a flat dollar amount to the monthly premiums which is updated annually on January 1.
The Company does no t expect to contribute to its defined benefit pension plans in 2023 due to an additional $ 20.0 million contributed to the plans in 2019 creating prefunding credits to be used in future years. The Company expects to contribute approximately $ 595,000 to its postretirement benefit plans in 2023.
The following benefit payments, which reflect future service, as appropriate, and expected Medicare Part D subsidies at December 31, 2022, are as follows:
Years Pension
Benefits Other
Postretirement Benefits Expected
Medicare
Part D Subsidy
(In thousands)
2023 $ 24,936 $ 4,275 $ 62
2024 24,882 4,371 53
2025 24,749 4,456 46
2026 24,605 4,509 39
2027 24,387 4,523 31
2028-2032 114,850 16,917 93
Outside investment managers manage the Company's pension and postretirement assets. The Company's investment policy with respect to pension and other postretirement assets is to make investments solely in the interest of the participants and beneficiaries of the plans and for the exclusive purpose of providing benefits accrued and defraying the reasonable expenses of administration. The Company strives to maintain investment diversification to assist in minimizing the risk of large losses. The Company's policy guidelines allow for investment of funds in cash equivalents, fixed-income securities and equity securities. The guidelines prohibit investment in commodities and futures contracts, equity private placement, employer securities, leveraged or derivative securities, options, direct real estate investments, precious metals, venture capital and limited partnerships. The guidelines also prohibit short selling and margin transactions. The Company's practice is to periodically review and rebalance asset categories based on its targeted asset allocation percentage policy.
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The fair value ASC establishes a hierarchy for grouping assets and liabilities, based on the significance of inputs. The estimated fair values of the Company's pension plans' assets are determined using the market approach.
The carrying value of the pension plans' Level 2 cash equivalents approximates fair value and is determined using observable inputs in active markets or the net asset value of shares held at year end, which is determined using other observable inputs including pricing from outside sources.
The estimated fair value of the pension plans' Level 1 and Level 2 equity securities are based on the closing price reported on the active market on which the individual securities are traded or other known sources including pricing from outside sources. The estimated fair value of the pension plans' Level 1 and Level 2 collective and mutual funds are based on the net asset value of shares held at year end, based on either published market quotations on active markets or other known sources including pricing from outside sources. The estimated fair value of the pension plans' Level 2 corporate and municipal bonds is determined using other observable inputs, including benchmark yields, reported trades, broker/dealer quotes, bids, offers, future cash flows and other reference data. The estimated fair value of the pension plans' Level 1 U.S. Government securities are valued based on quoted prices on an active market. The estimated fair value of the pension plans' Level 2 U.S. Government securities are valued mainly using other observable inputs, including benchmark yields, reported trades, broker/dealer quotes, bids, offers, to be announced prices, future cash flows and other reference data. The estimated fair value of the pension plans' Level 2 pooled separate accounts are determined using observable inputs in active markets or the net asset value of shares held at year end, or other observable inputs. Some of these securities are valued using pricing from outside sources.
All investments measured at net asset value in the tables that follow are invested in commingled funds, separate accounts or common collective trusts which do not have publicly quoted prices. The fair value of the commingled funds, separate accounts and common collective trusts are determined based on the net asset value of the underlying investments. The fair value of the underlying investments held by the commingled funds, separate accounts and common collective trusts is generally based on quoted prices in active markets.
MDU Resources Group, Inc. Form 10-K 109
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Though the Company believes the methods used to estimate fair value are consistent with those used by other market participants, the use of other methods or assumptions could result in a different estimate of fair value.
The fair value of the Company's pension plans' assets (excluding cash) by class were as follows:
Fair Value Measurements
at December 31, 2022, 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, 2022
(In thousands)
Assets:
Cash equivalents $ — $ 8,170 $ — $ 8,170
Equity securities:
U.S. companies 7,388 — — 7,388
International companies — 467 — 467
Collective and mutual funds (a) 121,072 33,371 — 154,443
Corporate bonds — 81,363 — 81,363
Municipal bonds — 5,904 — 5,904
U.S. Government securities 3,044 880 — 3,924
Pooled separate accounts (b) — 3,241 — 3,241
Investments measured at net asset value (c) — — — 5,562
Total assets measured at fair value $ 131,504 $ 133,396 $ — $ 270,462
(a) Collective and mutual funds invest approximately 29 percent in corporate bonds, 24 percent in common stock of large-cap U.S. companies, 16 percent in common stock of international companies, 7 percent cash and cash equivalents, 7 percent in U.S. Government securities and 17 percent in other investments.
(b) Pooled separate accounts are invested 100 percent in cash and cash equivalents.
(c) In accordance with ASC 820 - Fair Value Measurements, certain investments that were measured at net asset value per share (or its equivalent) have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the line items presented in the Consolidated Balance Sheets.
Fair Value Measurements
at December 31, 2021, 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, 2021
(In thousands)
Assets:
Cash equivalents $ — $ 4,637 $ — $ 4,637
Equity securities:
U.S. companies 7,483 — — 7,483
International companies — 1,279 — 1,279
Collective and mutual funds (a) 167,093 41,383 — 208,476
Corporate bonds — 125,167 — 125,167
Municipal bonds — 7,507 — 7,507
U.S. Government securities 7,113 1,902 — 9,015
Pooled separate accounts (b) — 3,088 — 3,088
Investments measured at net asset value (c) — — — 6,457
Total assets measured at fair value $ 181,689 $ 184,963 $ — $ 373,109
(a) Collective and mutual funds invest approximately 37 percent in corporate bonds, 19 percent in common stock of international companies, 16 percent in common stock of large-cap U.S. companies, 9 percent in U.S. Government securities and 19 percent in other investments.
(b) Pooled separate accounts are invested 100 percent in cash and cash equivalents.
(c) In accordance with ASC 820 - Fair Value Measurements, certain investments that were measured at net asset value per share (or its equivalent) have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the line items presented in the Consolidated Balance Sheets.
110 MDU Resources Group, Inc. Form 10-K
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The estimated fair values of the Company's other postretirement benefit plans' assets are determined using the market approach.
The estimated fair value of the other postretirement benefit plans' Level 2 cash equivalents is valued at the net asset value of shares held at year end, based on published market quotations on active markets, or using other known sources including pricing from outside sources. The estimated fair value of the other postretirement benefit plans' Level 1 and Level 2 equity securities is based on the closing price reported on the active market on which the individual securities are traded or other known sources including pricing from outside sources . The estimated fair value of the other postretirement benefit plans' Level 2 insurance contract is based on contractual cash surrender values that are determined primarily by investments in managed separate accounts of the insurer. These amounts approximate fair value. The managed separate accounts are valued based on other observable inputs or corroborated market data.
Though the Company believes the methods used to estimate fair value are consistent with those used by other market participants, the use of other methods or assumptions could result in a different estimate of fair value.
The fair value of the Company's other postretirement benefit plans' assets (excluding cash) by asset class were as follows:
Fair Value Measurements
at December 31, 2022, 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, 2022
(In thousands)
Assets:
Cash equivalents $ — $ 4,196 $ — $ 4,196
Equity securities:
U.S. companies 2,572 — — 2,572
Collective and mutual funds (a) 5 5 — 10
Insurance contract (b) — 69,548 — 69,548
Total assets measured at fair value $ 2,577 $ 73,749 $ — $ 76,326
(a) Collective and mutual funds invest approximately 29 percent in corporate bonds, 24 percent in common stock of large-cap U.S. companies, 16 percent in common stock of international companies, 7 percent in cash and cash equivalents, 7 percent in U.S. Government securities and 17 percent in other investments.
(b) The insurance contract invests approximately 69 percent in corporate bonds, 13 percent in U.S. Government securities, 14 percent in common stock of large-cap U.S. companies and 4 percent in common stock of small-cap U.S. companies.
Fair Value Measurements
at December 31, 2021, 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, 2021
(In thousands)
Assets:
Cash equivalents $ — $ 4,281 $ — $ 4,281
Equity securities:
U.S. companies 2,332 — — 2,332
International companies — 1 — 1
Collective and mutual funds (a) 4 90 — 94
Insurance contract (b) — 93,447 — 93,447
Investments measured at net asset value (c) — — — 3
Total assets measured at fair value $ 2,336 $ 97,819 $ — $ 100,158
(a) Collective and mutual funds invest approximately 37 percent in corporate bonds, 19 percent in common stock of international companies, 16 percent in common stock of large-cap U.S. companies, 9 percent in U.S. Government securities and 19 percent in other investments.
(b) The insurance contract invests approximately 58 percent in corporate bonds, 13 percent in common stock of large-cap U.S. companies, 13 percent in U.S. Government securities, 5 percent in common stock of small-cap U.S. companies and 11 percent in other investments.
(c) In accordance with ASC 820 - Fair Value Measurements, certain investments that were measured at net asset value per share (or its equivalent) have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the line items presented in the Consolidated Balance Sheets.
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Nonqualified benefit plans
In addition to the qualified defined benefit pension plans reflected in the table at the beginning of this note, the Company also has unfunded, nonqualified defined benefit plans for executive officers and certain key management employees that generally provide for defined benefit payments at age 65 following the employee's retirement or, upon death, to their beneficiaries for a 15-year period. In February 2016, the Company froze the unfunded, nonqualified defined benefit plans to new participants and eliminated benefit increases. Vesting for participants not fully vested was retained.
The projected benefit obligation and accumulated benefit obligation for these plans at December 31 were as follows:
2022 2021
(In thousands)
Projected benefit obligation $ 74,730 $ 92,918
Accumulated benefit obligation $ 74,730 $ 92,918
The components of net periodic benefit cost are included in other income on the Consolidated Statements of Income. These components related to the Company's nonqualified defined benefit plans for the years ended December 31 were as follows:
2022 2021 2020
(In thousands)
Components of net periodic benefit cost:
Service cost $ — $ — $ 58
Interest cost 2,142 1,912 2,606
Recognized net actuarial loss 950 1,164 1,192
Net periodic benefit cost $ 3,092 $ 3,076 $ 3,856
Weighted average assumptions used at December 31 were as follows:
2022 2021
Benefit obligation discount rate 4.97 % 2.39 %
Benefit obligation rate of compensation increase N/A N/A
Net periodic benefit cost discount rate 2.39 % 1.97 %
Net periodic benefit cost rate of compensation increase N/A N/A
The amount of future benefit payments for the unfunded, nonqualified defined benefit plans at December 31, 2022, are expected to aggregate as follows:
2023 2024 2025 2026 2027 2028-2032
(In thousands)
Nonqualified benefits $ 6,651 $ 7,183 $ 7,430 $ 7,537 $ 7,420 $ 29,930
In 2012, the Company established a nonqualified defined contribution plan for certain key management employees. In 2020, the plan was frozen to new participants and no new Company contributions will be made to the plan after December 31, 2020. Vesting for participants not fully vested was retained. A new nonqualified defined contribution plan was adopted in 2020, effective January 1, 2021, to replace the plan originally established in 2012 with similar provisions. Expenses incurred under these plans for 2022, 2021 and 2020 were $ 3.3 million, $ 2.4 million and $ 1.8 million, respectively.
The amount of investments that the Company anticipates using to satisfy obligations under these plans at December 31 was as follows:
2022 2021
(In thousands)
Investments
Insurance contracts* $ 98,041 $ 109,603
Life insurance** 38,448 38,356
Other 7,361 10,190
Total investments $ 143,850 $ 158,149
* For more information on the insurance contracts, see Note 8.
** Investments of life insurance are carried on plan participants (payable upon the employee's death).
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Defined contribution plans
The Company sponsors a defined contribution plan for eligible employees and the costs incurred under this plan were $ 46.4 million in 2022, $ 45.4 million in 2021 and $ 50.1 million in 2020.
Multiemployer plans
The Company contributes to a number of MEPPs under the terms of collective-bargaining agreements that cover its union-represented employees. The risks of participating in these multiemployer plans are different from single-employer plans in the following aspects:
• 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
The Company's participation in these plans is outlined in the following table. Unless otherwise noted, the most recent Pension Protection Act zone status available in 2022 and 2021 is for the plan's year-end at December 31, 2021, and December 31, 2020, respectively. The zone status is based on information that the Company received from the plan and is certified by the plan's actuary. Among other factors, plans in the red zone are generally less than 65 percent funded, plans in the yellow zone are between 65 percent and 80 percent funded, and plans in the green zone are at least 80 percent funded.
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 2022 2021 2022 2021 2020
(In thousands)
Edison Pension Plan 936061681 - 001
Green Green No $ 18,750 $ 18,331 $ 16,121 No 12/31/2023
IBEW Local 212 Pension Trust 316127280 - 001
Green as of 4/30/2021
Green as of 4/30/2021
No 1,622 1,733 1,521 No 6/1/2025
IBEW Local 357 Pension Plan A 886023284 - 001
Green Green No 12,876 6,485 9,913 No 5/31/2024
IBEW Local 82 Pension Plan 316127268 - 001
Green as of 6/30/2022
Green as of 6/30/2021
No 1,854 1,353 1,373 No 12/3/2023
IBEW Local 648 Pension Plan 316134845 - 001
Yellow as of 2/28/2022
Yellow as of 02/28/2021
Implemented 915 706 526 No 9/1/2024
IBEW Local 683 Pension Fund Pension Plan 341442087 - 001
Green Green No 3,362 1,238 1,240 No 5/26/2024
Idaho Plumbers and Pipefitters Pension Plan 826010346 - 001
Green as of 5/31/2022
Green as of 5/31/2021
No 1,613 1,528 1,370 No 3/31/2023
National Electrical Benefit Fund 530181657 - 001
Green Green No 18,060 14,361 14,484 No 5/31/2022 - 5/31/2027
*
Pension and Retirement Plan of Plumbers and Pipefitters Local 525 886003864 - 001
Green as of 6/30/2022
Green as of 6/30/2021
No 6,304 4,345 6,266 No 9/30/2024
Pension Trust Fund for Operating Engineers 946090764 - 001
Yellow Yellow Implemented 2,484 2,495 2,680 No 3/31/2023 - 6/15/2026
Sheet Metal Workers Pension Plan of Southern CA, AZ, and NV 956052257 - 001
Green Yellow Implemented 3,400 2,615 3,255 No 6/30/2024
Western Conference of Teamsters Pension Plan 916145047 - 001
Green Green No 3,127 3,006 3,025 No 12/31/2023 - 12/31/2025
Other funds 26,909 24,192 23,670
Total contributions $ 101,276 $ 82,388 $ 85,444
* 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.
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The Company was listed in the plans' Forms 5500 as providing more than 5 percent of the total contributions for the following plans and plan years:
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 2021 and 2020
IBEW Local 82 Pension Plan 2021 and 2020
IBEW Local 124 Pension Trust Fund 2021 and 2020
IBEW Local 212 Pension Trust Fund 2021 and 2020
IBEW Local 357 Pension Plan A 2021 and 2020
IBEW Local 648 Pension Plan 2021 and 2020
IBEW Local 683 Pension Fund Pension Plan 2021 and 2020
IBEW Local Union No 226 Open End Pension Fund 2020
Idaho Plumbers and Pipefitters Pension Plan 2021 and 2020
International Union of Operating Engineers Local 701 Pension Trust Fund 2021 and 2020
Minnesota Teamsters Construction Division Pension Fund 2021 and 2020
Pension and Retirement Plan of Plumbers and Pipefitters Local 525 2021 and 2020
Southwest Marine Pension Trust 2021 and 2020
The Company also contributes to a number of multiemployer other postretirement plans under the terms of collective-bargaining agreements that cover its union-represented employees. These plans provide benefits such as health insurance, disability insurance and life insurance to retired union employees. Many of the multiemployer other postretirement plans are combined with active multiemployer health and welfare plans. The Company's total contributions to its multiemployer other postretirement plans, which also includes contributions to active multiemployer health and welfare plans, were $ 81.0 million, $ 66.1 million and $ 63.8 million for the years ended December 31, 2022, 2021 and 2020, respectively.
Amounts contributed in 2022, 2021 and 2020 to defined contribution multiemployer plans were $ 67.9 million, $ 54.8 million and $ 54.2 million, respectively.
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Note 19 - Jointly Owned Facilities
The consolidated financial statements include the Company's ownership interests in three coal-fired electric generating facilities (Big Stone Station, Coyote Station and Wygen III) and one major transmission line (BSSE). Each owner of the jointly owned facilities is responsible for financing its investment. The Company's share of the jointly owned facilities operating expenses was reflected in the appropriate categories of operating expenses (electric fuel and purchased power; operation and maintenance; and taxes, other than income) in the Consolidated Statements of Income.
At December 31, the Company's share of the cost of utility plant in service, construction work in progress and related accumulated depreciation for the jointly owned facilities was as follows:
Ownership Percentage 2022 2021
(In thousands)
Big Stone Station: 22.7 %
Utility plant in service $ 157,699 $ 157,259
Construction work in progress 231 571
Less accumulated depreciation 48,590 47,293
$ 109,340 $ 110,537
BSSE: 50.0 %
Utility plant in service $ 107,260 $ 107,424
Construction work in progress — —
Less accumulated depreciation 6,182 4,506
$ 101,078 $ 102,918
Coyote Station: 25.0 %
Utility plant in service $ 158,274 $ 157,764
Construction work in progress 1,807 784
Less accumulated depreciation 111,203 109,202
$ 48,878 $ 49,346
Wygen III: 25.0 %
Utility plant in service $ 66,238 $ 66,357
Construction work in progress 273 108
Less accumulated depreciation 12,477 11,383
$ 54,034 $ 55,082
Note 20 - Regulatory Matters
The Company regularly reviews the need for electric and natural gas rate changes in each of the jurisdictions in which service is provided. The Company files for rate adjustments to seek recovery of operating costs and capital investments, as well as reasonable returns as allowed by regulators. Certain regulatory proceedings and cases may also contain recurring mechanisms that can have an annual true-up. Examples of these recurring mechanisms include: infrastructure riders, transmission trackers, renewable resource cost adjustment riders, as well as weather normalization and decoupling mechanisms. The following paragraphs summarize the Company's significant open regulatory proceedings and cases by jurisdiction. The Company is unable to predict the ultimate outcome of these matters, the timing of final decisions of the various regulators and courts, or the effect on the Company's results of operations, financial position or cash flows.
IPUC
Intermountain filed a request with the IPUC for a natural gas general rate increase on December 1, 2022. The request is for an increase of $ 11.3 million annually or 3.2 percent above current rates. The requested increase is primarily to recover investments made since the last rate case in 2016 and the depreciation, operation and maintenance expenses and taxes associated with the increased investments. The IPUC has up to seven months to issue a decision on the request, which is currently pending.
Intermountain defers the difference between the actual cost of gas spent to serve customers and the amount approved to be recovered from customers and annually prepares a true-up pursuant to the purchased gas adjustment tariff. On December 27, 2022, Intermountain filed an application with the IPUC for an out-of-cycle cost of gas adjustment requesting an increase in rates of approximately $ 56.5 million annually or approximately 17.1 percent above current rates. The primary reason for the requested increase was to mitigate the under-collection balance due to the significant increase in the commodity price for natural gas. On January 30, 2023, the request was approved with rates effective February 1, 2023.
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MNPUC
Great Plains defers the difference between the actual cost of gas spent to serve customers and that recovered from customers on a monthly basis. Annually, Great Plains prepares a true-up pursuant to the purchased gas adjustment tariff. On August 30, 2021, the MNPUC issued an order to allow Great Plains recovery of an out-of-cycle cost of gas adjustment of $ 8.8 million over a period of 27 months. The order was effective September 1, 2021, and was subject to a prudence review by the MNPUC. The requested increase was for the February 2021 extreme cold weather, primarily in the central United States, and market conditions surrounding the natural gas commodity market. On October 19, 2022, the MNPUC issued a final order disallowing $ 845,000 of the gas costs. These costs, which were deferred as a regulatory asset in natural gas costs recoverable through rate adjustments, were then recorded to expense as they were no longer recoverable from customers. On November 8, 2022, Great Plains filed a request for reconsideration, which was denied by the MNPUC on January 6, 2023.
On June 1, 2022, Great Plains filed an application with the MNPUC for a decrease in its depreciation and amortization rates of approximately $ 1.2 million annually or a decrease from a combined rate of 4.5 percent to 2.8 percent. Great Plains requested the rates be retroactive to January 1, 2022. On November 8, 2022, the MNPUC approved a decrease of $ 1.0 million annually with rates retroactive to January 1, 2022.
MTPSC
On November 4, 2022, Montana-Dakota filed an application with the MTPSC for an electric general rate increase of approximately $ 10.5 million annually or 15.2 percent above current rates. The requested increase is primarily to recover investments made since the last rate case, including the Heskett 4 gas turbine, increases in operation and maintenance expenses, and increases in property taxes. On January 24, 2023, the MTPSC approved Montana-Dakota's request for an interim increase of approximately $ 1.7 million or 2.7 percent above current rates, subject to refund, effective February 1, 2023. The MTPSC has 9 months to render a final decision on the rate case. The matter is pending before the MTPSC with a hearing scheduled for June 20, 2023.
NDPSC
On May 16, 2022, Montana-Dakota filed an application with the NDPSC for an electric general rate increase of approximately $ 25.4 million annually or 12.3 percent above current rates. The requested increase is primarily to recover investments in production, transmission and distribution facilities and the associated depreciation, operation and maintenance expenses and taxes associated with the increased investment. On July 14, 2022, the NDPSC approved an interim rate increase of approximately $ 10.9 million annually or 5.3 percent above current rates, subject to refund, for service rendered on and after July 15, 2022. The lower interim rate increase is largely due to excluding the recovery of Heskett Unit 4, which is expected to be in service in the summer of 2023. The matter is pending before the NDPSC with a hearing scheduled for May 1, 2023.
Montana-Dakota has a renewable resource cost adjustment rate tariff that allows for annual adjustments for recent projected capital costs and related expenses for projects determined to be recoverable under the tariff. On November 1, 2022, Montana-Dakota filed an annual update to its renewable resource cost adjustment requesting to recover a revenue requirement of approximately $ 17.9 million annually, which was revised to $ 17.0 million annually on January 31, 2023. The update reflects a decrease of approximately $ 1.0 million from the revenues currently included in rates. On February 22, 2023, this matter was approved by the NDPSC with rates effective March 1, 2023.
WUTC
On March 24, 2022, Cascade filed a request for tariff revision with the WUTC to rectify an inadvertent IRS normalization violation resulting from its tariff established in 2018 that passes back to customers the reversal of plant-related excess deferred income taxes through an annual rate adjustment. This request was made in response to the issuances of an IRS private letter ruling to another Washington utility with the same annual rate adjustment tariff, which addressed its normalization violations. The private letter ruling concluded the tariff to refund excess deferred income taxes without corresponding adjustments for other components of rate base or changes in depreciation or income tax expense, is an impermissible methodology under the IRS normalization and consistency rules. Cascade's request proposes a similar remedy through the tariff to recover the excess amounts refunded to customers while this tariff has been in place, and revises the method going forward to reflect excess deferred income taxes in rates in the same manner as other components of rate base from its most recent general rate case. Cascade requested recovery of the excess refunded to customers of approximately $ 3.3 million and elimination of the currently deferred but not yet refunded balance. A multi-party settlement was filed with the WUTC on October 21, 2022. On January 23, 2023, the WUTC denied recovery of the excess refunded to customers, but approved the tariff revision going forward to rectify the inadvertent normalization violation. On February 1, 2023, Cascade filed a motion for clarification with the WUTC on the currently deferred but not yet refunded balance.
FERC
On September 1, 2022, Montana-Dakota filed an update to its transmission formula rate under the MISO tariff for its multi-value project and network upgrade charges for $ 15.4 million, which was effective January 1, 2023.
On January 27, 2023, WBI Energy Transmission filed a general rate case with the FERC for increases in its transportation and storage services rates that also includes a Greenhouse Gas Cost Recovery Mechanism for anticipated future costs. New rates will be in effect no later than August 1, 2023.
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Note 21 - Commitments and Contingencies
The Company is party to claims and lawsuits arising out of its business and that of its consolidated subsidiaries, which may include, but are not limited to, matters involving property damage, personal injury, and environmental, contractual, statutory and regulatory obligations. The Company accrues a liability for those contingencies when the incurrence of a loss is probable and the amount can be reasonably estimated. If a range of amounts can be reasonably estimated and no amount within the range is a better estimate than any other amount, then the minimum of the range is accrued. The Company does not accrue liabilities when the likelihood that the liability has been incurred is probable but the amount cannot be reasonably estimated or when the liability is believed to be only reasonably possible or remote. For contingencies where an unfavorable outcome is probable or reasonably possible and which are material, the Company discloses the nature of the contingency and, in some circumstances, an estimate of the possible loss. Accruals are based on the best information available, but in certain situations management is unable to estimate an amount or range of a reasonably possible loss including, but not limited to when: (1) the damages are unsubstantiated or indeterminate, (2) the proceedings are in the early stages, (3) numerous parties are involved, or (4) the matter involves novel or unsettled legal theories.
At December 31, 2022 and 2021, the Company accrued liabilities which have not been discounted of $ 32.9 million and $ 37.0 million, respectively. At December 31, 2022 and 2021, the Company also recorded corresponding insurance receivables of $ 10.4 million and $ 14.1 million, respectively, and regulatory assets of $ 20.9 million and $ 21.2 million, respectively, related to the accrued liabilities. The accruals are for contingencies resulting from litigation and environmental matters. This includes amounts that have been accrued for matters discussed in Environmental matters within this note. The Company will continue to monitor each matter and adjust accruals as might be warranted based on new information and further developments. Management believes that the outcomes with respect to probable and reasonably possible losses in excess of the amounts accrued, net of insurance recoveries, while uncertain, either cannot be estimated or will not have a material effect upon the Company's financial position, results of operations or cash flows. Unless otherwise required by GAAP, legal costs are expensed as they are incurred.
Environmental matters
Portland Harbor Site In December 2000, Knife River - Northwest was named by the EPA as a PRP in connection with the cleanup of the riverbed site adjacent to a commercial property site acquired by Knife River - Northwest from Georgia-Pacific West, Inc. along the Willamette River. The riverbed site is part of the Portland, Oregon, Harbor Superfund Site where the EPA wants responsible parties to share in the costs of cleanup. The EPA entered into a consent order with certain other PRPs referred to as the Lower Willamette Group for a remedial investigation and feasibility study. The Lower Willamette Group has indicated that it has incurred over $ 115.0 million in investigation related costs. Knife River - Northwest has joined with approximately 100 other PRPs, including the Lower Willamette Group members, in a voluntary process to establish an allocation of costs for the site. Costs to be allocated would include costs incurred by the Lower Willamette Group as well as costs to implement and fund remediation of the site.
In January 2017, the EPA issued a Record of Decision adopting a selected remedy which is expected to take 13 years to complete with a then estimated present value of approximately $ 1 billion. Corrective action will not be taken until remedial design/remedial action plans are approved by the EPA. In 2020, the EPA encouraged certain PRPs to enter into consent agreements to perform remedial design covering the entire site and proposed dividing the site into multiple subareas for remedial design. Certain PRPs executed consent agreements for remedial design work and certain others were issued unilateral administrative orders to perform design work. Knife River - Northwest is not subject to either a voluntary agreement or unilateral order to perform remedial design work. In February 2021, the EPA announced that 100 percent of the site's area requiring active cleanup is in the remedial design process. Site-wide remediation activities are not expected to commence for a number of years.
Knife River - Northwest was also notified that the Portland Harbor Natural Resource Trustee Council intends to perform an injury assessment to natural resources resulting from the release of hazardous substances at the site. It is not possible to estimate the costs of natural resource damages until an assessment is completed and allocations are undertaken.
At this time, Knife River - Northwest does not believe it is a responsible party and has notified Georgia-Pacific West, Inc., that it intends to seek indemnity for liabilities incurred in relation to the above matters pursuant to the terms of their sale agreement.
The Company believes it is not probable that it will incur any material environmental remediation costs or damages in relation to the above referenced matter.
Manufactured Gas Plant Sites Claims have been made against Cascade for cleanup of environmental contamination at manufactured gas plant sites operated by Cascade's predecessors and a similar claim has been made against Montana-Dakota for a site operated by Montana-Dakota and its predecessors. Any accruals related to these claims are reflected in regulatory assets. For more information, see Note 6.
Demand has been made of Montana-Dakota to participate in investigation and remediation of environmental contamination at a site in Missoula, Montana. The site operated as a former manufactured gas plant from approximately 1907 to 1938 when it was converted to a butane-air plant that operated until 1956. Montana-Dakota or its predecessors owned or controlled the site for a period of the time it operated as a manufactured gas plant and Montana-Dakota operated the butane-air plant from 1940 to 1951, at which time it sold the plant. There are no documented wastes or by-products resulting from the mixing or distribution of butane-air gas. Preliminary assessment of a portion of the site provided a recommended remedial alternative for that portion of approximately $ 560,000 . However, the recommended remediation would not address any potential contamination to adjacent parcels that may be impacted from historic operations of the manufactured gas plant. An environmental assessment was started in 2020, which is estimated to cost approximately $ 1.8 million. The environmental assessment report is expected to be submitted to the
MDU Resources Group, Inc. Form 10-K 117
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MTDEQ in 2024. Montana-Dakota and another party agreed to voluntarily investigate and remediate the site and that Montana-Dakota will pay two-thirds of the costs for further investigation and remediation of the site. Montana-Dakota has accrued costs of $ 725,000 for the remediation and investigation costs, and has incurred costs of $ 922,000 as of December 31, 2022. Montana-Dakota received notice from a prior insurance carrier that it will participate in payment of defense costs incurred in relation to the claim. On December 9, 2021, Montana Dakota filed an application with the MTPSC for deferred accounting treatment for costs associated with the investigation and remediation of the site. The MTPSC approved the application for deferred accounting treatment as requested on July 26, 2022.
A claim was made against Cascade for contamination at the Bremerton Gasworks Superfund Site in Bremerton, Washington, which was received in 1997. A preliminary investigation has found soil and groundwater at the site contain impacts requiring further investigation and cleanup. The EPA conducted a Targeted Brownfields Assessment of the site and released a report summarizing the results of that assessment in August 2009. The assessment confirmed that impacts have affected soil and groundwater at the site, as well as sediments in the adjacent Port Washington Narrows. In April 2010, the Washington DOE issued notice it considered Cascade a PRP for hazardous substances at the site. In May 2012, the EPA added the site to the National Priorities List of Superfund sites. Cascade entered into an administrative settlement agreement and consent order with the EPA regarding the scope and schedule for a remedial investigation and feasibility study for the site. Current estimates for the cost to complete the remedial investigation and feasibility study are approximately $ 12.1 million of which $ 9.9 million has been incurred as of December 31, 2022. Based on the site investigation, preliminary remediation alternative costs were provided by consultants in August 2020. The preliminary information received through the completion of the data report allowed for the projection of possible costs for a variety of site configurations, remedial measures and potential natural resource damage claims of between $ 13.6 million and $ 71.0 million. At December 31, 2022, Cascade has accrued $ 2.2 million for the remedial investigation and feasibility study, as well as $ 17.5 million for remediation of this site. The accrual for remediation costs will be reviewed and adjusted, if necessary, after the completion of the feasibility study. In April 2010, Cascade filed a petition with the WUTC for authority to defer the costs incurred in relation to the environmental remediation of this site. The WUTC approved the petition in September 2010, subject to conditions set forth in the order.
A claim was made against Cascade for impacts at a site in Bellingham, Washington. Cascade received notice from a party in May 2008 that Cascade may be a PRP, along with other parties, for impacts from a manufactured gas plant owned by Cascade and its predecessor from about 1946 to 1962. Other PRPs reached an agreed order and work plan with the Washington DOE for completion of a remedial investigation and feasibility study for the site. A feasibility study prepared for one of the PRPs in March 2018 identifies five cleanup action alternatives for the site with estimated costs ranging from $ 8.0 million to $ 20.4 million with a selected preferred alternative having an estimated total cost of $ 9.3 million. The other PRPs developed a cleanup action plan and completed public review in 2020. The development of the remediation design is underway, with the Draft Pre-Remedial Design Investigation Data Report submitted to Washington Ecology in early 2023. The remedy construction is expected to occur following the approval of the final design. Cascade believes its proportional share of any liability will be relatively small in comparison to other PRPs. The plant manufactured gas from coal between approximately 1890 and 1946. In 1946, shortly after Cascade's predecessor acquired the plant, the plant converted to a propane-air gas facility. There are no documented wastes or by-products resulting from the mixing or distribution of propane-air gas. Cascade has recorded an accrual for this site for an amount that is not material.
The Company has received notices from and entered into agreements with certain of its insurance carriers that they will participate in the defense for certain contamination claims subject to full and complete reservations of rights and defenses to insurance coverage. To the extent these claims are not covered by insurance, the Company intends to seek recovery of remediation costs through its natural gas rates charged to customers.
Purchase commitments
The Company has entered into various commitments largely consisting of contracts for natural gas and coal supply; purchased power; natural gas transportation and storage; asphalt oil supply; royalties; information technology; and construction materials. Certain of these contracts are subject to variability in volume and price. The commitment terms vary in length, up to 37 years. The commitments under these contracts as of December 31, 2022, were:
2023 2024 2025 2026 2027 Thereafter
(In thousands)
Purchase commitments $ 712,875 $ 258,074 $ 158,152 $ 103,677 $ 81,619 $ 676,489
These commitments were not reflected in the Company's consolidated financial statements. Amounts purchased under various commitments for the years ended December 31, 2022, 2021 and 2020, were $ 1.0 billion, $ 849.3 million and $ 666.0 million, respectively.
Guarantees
Certain subsidiaries of the Company have outstanding guarantees to third parties that guarantee the performance of other subsidiaries of the Company. These guarantees are related to construction contracts, insurance deductibles and loss limits, and certain other guarantees. At December 31, 2022, the fixed maximum amounts guaranteed under these agreements aggregated $ 341.8 million. Certain of the guarantees also have no fixed maximum amounts specified. The amounts of scheduled expiration of the maximum amounts guaranteed under these agreements aggregate to $ 51.3 million in 2023; $ 148.4 million in 2024; $ 126.8 million in 2025; $ 1.3 million in 2026; $ 800,000 in 2027; $ 1.7 million thereafter; and $ 11.5 million, which has no scheduled maturity date. There were no amounts outstanding under the previously mentioned guarantees
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at December 31, 2022. In the event of default under these guarantee obligations, the subsidiary issuing the guarantee for that particular obligation would be required to make payments under its guarantee.
Certain subsidiaries have outstanding letters of credit to third parties related to insurance policies and other agreements, some of which are guaranteed by other subsidiaries of the Company. At December 31, 2022, the fixed maximum amounts guaranteed under these letters of credit aggregated $ 30.0 million. The amounts of scheduled expiration of the maximum amounts guaranteed under these letters of credit aggregate to $ 29.5 million in 2023 and $ 500,000 in 2024. There were no amounts outstanding under the previously mentioned letters of credit at December 31, 2022. In the event of default under these letter of credit obligations, the subsidiary guaranteeing the letter of credit would be obligated for reimbursement of payments made under the letter of credit.
In addition, Centennial, Knife River and MDU Construction Services have issued guarantees to third parties related to the routine purchase of maintenance items, materials and lease obligations for which no fixed maximum amounts have been specified. These guarantees have no scheduled maturity date. In the event a subsidiary of the Company defaults under these obligations, Centennial, Knife River or MDU Construction Services would be required to make payments under these guarantees. Any amounts outstanding by subsidiaries of the Company were reflected on the Consolidated Balance Sheet at December 31, 2022.
In the normal course of business, Centennial has surety bonds related to construction contracts and reclamation obligations of its subsidiaries. In the event a subsidiary of Centennial does not fulfill a bonded obligation, Centennial would be responsible to the surety bond company for completion of the bonded contract or obligation. A large portion of the surety bonds is expected to expire within the next 12 months; however, Centennial will likely continue to enter into surety bonds for its subsidiaries in the future. At December 31, 2022, approximately $ 1.3 billion of surety bonds were outstanding, which were not reflected on the Consolidated Balance Sheet.
Variable interest entities
The Company evaluates its arrangements and contracts with other entities to determine if they are VIEs and if so, if the Company is the primary beneficiary.
Fuel Contract Coyote Station entered into a coal supply agreement with Coyote Creek that provides for the purchase of coal necessary to supply the coal requirements of the Coyote Station for the period May 2016 through December 2040. Coal purchased under the coal supply agreement is reflected in inventories on the Consolidated Balance Sheets and is recovered from customers as a component of electric fuel and purchased power.
The coal supply agreement creates a variable interest in Coyote Creek due to the transfer of all operating and economic risk to the Coyote Station owners, as the agreement is structured so that the price of the coal will cover all costs of operations, as well as future reclamation costs. The Coyote Station owners are also providing a guarantee of the value of the assets of Coyote Creek as they would be required to buy the assets at book value should they terminate the contract prior to the end of the contract term and are providing a guarantee of the value of the equity of Coyote Creek in that they are required to buy the entity at the end of the contract term at equity value. Although the Company has determined that Coyote Creek is a VIE, the Company has concluded that it is not the primary beneficiary of Coyote Creek because the authority to direct the activities of the entity is shared by the four unrelated owners of the Coyote Station, with no primary beneficiary existing. As a result, Coyote Creek is not required to be consolidated in the Company's financial statements.
At December 31, 2022, the Company's exposure to loss as a result of the Company's involvement with the VIE, based on the Company's ownership percentage, was $ 29.5 million.
Note 22 - Subsequent Events
On January 20, 2023, Cascade entered into a $ 150.0 million term loan agreement with a SOFR-based variable interest rate and a maturity date of January 19, 2024. The agreement contains customary covenants and provisions, including a covenant of Cascade not to permit, at any time, the ratio of total debt to total capitalization to be greater than 65 percent. The covenants also include certain restrictions on the sale of certain assets, loans and investments.
On January 20, 2023, Intermountain entered into a $ 125.0 million term loan agreement with a SOFR-based variable interest rate and a maturity date of January 19, 2024. The agreement contains customary covenants and provisions, including a covenant of Intermountain not to permit, at any time, the ratio of total debt to total capitalization to be greater than 65 percent. The covenants also include certain restrictions on the sale of certain assets, loans and investments.
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Definitions
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)
BSSE 345-kilovolt transmission line from Ellendale, North Dakota, to Big Stone City, South Dakota (50 percent ownership)
Btu British thermal unit
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
Company MDU Resources Group, Inc.
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)
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 Montana-Dakota
IBEW International Brotherhood of Electrical Workers
Intermountain Intermountain Gas Company, an indirect wholly owned subsidiary of MDU Energy Capital
IPUC Idaho Public Utilities Commission
IRS Internal Revenue Service
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
LIBOR London Inter-bank Offered Rate
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
MEPP Multiemployer pension plan
MISO Midcontinent Independent System Operator, Inc., the organization that provides open-access transmission services and monitors the high-voltage transmission system in the Midwest United States and Manitoba, Canada and a southern United States region which includes much of Arkansas, Mississippi and Louisiana
MMBtu Million Btu
MNPUC Minnesota Public Utilities Commission
Montana-Dakota Montana-Dakota Utilities Co. a direct wholly owned subsidiary of MDU Energy Capital
MTDEQ Montana Department of Environmental Quality
MTPSC Montana Public Service Commission
MW Megawatt
NDPSC North Dakota Public Service Commission
PRP Potentially Responsible Party
RP Rehabilitation plan
SDPUC South Dakota Public Utilities Commission
SEC United States Securities and Exchange Commission
Securities Act Securities Act of 1933, as amended
120 MDU Resources Group, Inc. Form 10-K
Index
Part II
SOFR Secured Overnight Financing Rate
VIE Variable interest entity
Washington DOE Washington State Department of Ecology
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)
MDU Resources Group, Inc. Form 10-K 121
Index
Part II
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
None.