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UNITED STATES
FORM 10-Q
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2012
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date:
INTEGRYS ENERGY GROUP, INC.
QUARTERLY REPORT ON FORM 10-Q For the Quarter Ended June 30, 2012
Commonly Used Acronyms in this Quarterly Report on Form 10-Q
In this report, we make statements concerning our expectations, beliefs, plans, objectives, goals, strategies, and future events or performance. These statements are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are not guarantees of future results and conditions, but rather are subject to numerous management assumptions, risks, and uncertainties. Therefore, actual results may differ materially from those expressed or implied by these statements. Although we believe that these forward-looking statements and the underlying assumptions are reasonable, we cannot provide assurance that such statements will prove correct.
Forward-looking statements involve a number of risks and uncertainties. Some risks that could cause actual results to differ materially from those expressed or implied in forward-looking statements include those described in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2011, as may be amended or supplemented in Part II, Item 1A of our subsequently filed Quarterly Reports on Form 10-Q (including this report), and those identified below:
· The timing and resolution of rate cases and related negotiations, including recovery of deferred and current costs and the ability to earn a reasonable return on investment, and other regulatory decisions impacting our regulated businesses; · Federal and state legislative and regulatory changes relating to the environment, including climate change and other environmental regulations impacting coal-fired generation facilities and renewable energy standards; · Other federal and state legislative and regulatory changes, including deregulation and restructuring of the electric and natural gas utility industries, financial reform, health care reform, energy efficiency mandates, reliability standards, pipeline integrity and safety standards, and changes in tax and other laws and regulations to which we and our subsidiaries are subject; · Costs and effects of litigation and administrative proceedings, settlements, investigations, and claims, including manufactured gas plant site cleanup, third-party intervention in permitting and licensing projects, compliance with Clean Air Act requirements at generation plants, and prudence and reconciliation of costs recovered in revenues through automatic gas cost recovery mechanisms; · Changes in credit ratings and interest rates caused by volatility in the financial markets and actions of rating agencies and their impact on our and our subsidiaries liquidity and financing efforts; · The risks associated with changing commodity prices, particularly natural gas and electricity, and the available sources of fuel, natural gas, and purchased power, including their impact on margins, working capital, and liquidity requirements; · The timing and outcome of any audits, disputes, and other proceedings related to taxes; · The effects, extent, and timing of additional competition or regulation in the markets in which our subsidiaries operate; · The ability to retain market-based rate authority; · The risk associated with the value of goodwill or other intangible assets and their possible impairment; · The investment performance of employee benefit plan assets and related actuarial assumptions, which impact future funding requirements; · The impact of unplanned facility outages; · Changes in technology, particularly with respect to new, developing, or alternative sources of generation; · The effects of political developments, as well as changes in economic conditions and the related impact on customer use, customer growth, and our ability to adequately forecast energy use for all of our customers; · Potential business strategies, including mergers, acquisitions, and construction or disposition of assets or businesses, which cannot be assured to be completed timely or within budgets; · The risk of terrorism or cyber security attacks, including the associated costs to protect our assets and respond to such events; · The risk of failure to maintain the security of personally identifiable information, including the associated costs to notify affected persons and to mitigate their information security concerns; · The effectiveness of risk management strategies, the use of financial and derivative instruments, and the related recovery of these costs from customers in rates; · The risk of financial loss, including increases in bad debt expense, associated with the inability of our and our subsidiaries counterparties, affiliates, and customers to meet their obligations; · Unusual weather and other natural phenomena, including related economic, operational, and/or other ancillary effects of any such events; · The ability to use tax credit and loss carryforwards; · The financial performance of ATC and its corresponding contribution to our earnings; · The effect of accounting pronouncements issued periodically by standard-setting bodies; and · Other factors discussed elsewhere herein and in other reports we file with the SEC.
Except to the extent required by the federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
INTEGRYS ENERGY GROUP, INC.
The accompanying condensed notes are an integral part of these statements.
INTEGRYS ENERGY GROUP, INC.
The accompanying condensed notes are an integral part of these statements.
INTEGRYS ENERGY GROUP, INC.
The accompanying condensed notes are an integral part of these statements.
INTEGRYS ENERGY GROUP, INC.
The accompanying condensed notes are an integral part of these statements.
INTEGRYS ENERGY GROUP, INC. AND SUBSIDIARIES CONDENSED NOTES TO FINANCIAL STATEMENTS June 30, 2012
As used in these notes, the term financial statements refers to the condensed consolidated financial statements. This includes the condensed consolidated statements of income, condensed consolidated statements of comprehensive income, condensed consolidated balance sheets, and condensed consolidated statements of cash flows, unless otherwise noted. In this report, when we refer to us, we, our, or ours, we are referring to Integrys Energy Group, Inc.
We prepare our financial statements in conformity with the rules and regulations of the SEC for Quarterly Reports on Form 10-Q and in accordance with GAAP. Accordingly, these financial statements do not include all of the information and footnotes required by GAAP for annual financial statements. These financial statements should be read in conjunction with the consolidated financial statements and footnotes in our Annual Report on Form 10-K for the year ended December 31, 2011.
In managements opinion, these unaudited financial statements include all adjustments considered necessary for a fair presentation of financial results. All adjustments are normal and recurring, unless otherwise noted. All intercompany transactions have been eliminated in consolidation. Financial results for an interim period may not give a true indication of results for the year.
NOTE 2CASH AND CASH EQUIVALENTS
Short-term investments with an original maturity of three months or less are reported as cash equivalents.
The following is supplemental disclosure to our statements of cash flows:
Significant noncash transactions were:
NOTE 3RISK MANAGEMENT ACTIVITIES
The following tables show our assets and liabilities from risk management activities:
* All derivatives are recognized on the balance sheet at their fair value unless they qualify for the normal purchases and sales exception. We continually assess our contracts designated as normal and will discontinue the treatment of these contracts as normal if the required criteria are no longer met. We classify assets and liabilities from risk management activities as current or long-term based upon the maturities of the underlying contracts.
* All derivatives are recognized on the balance sheet at their fair value unless they qualify for the normal purchases and sales exception. We continually assess our contracts designated as normal and will discontinue the treatment of these contracts as normal if the required criteria are no longer met. We classify assets and liabilities from risk management activities as current or long-term based upon the maturities of the underlying contracts.
The following table shows our cash collateral positions:
* Reflected in other current liabilities on the balance sheets.
Certain of our derivative and nonderivative commodity instruments contain provisions that could require adequate assurance in the event of a material change in our creditworthiness, or the posting of additional collateral for instruments in net liability positions, if triggered by a decrease in credit ratings. The following table shows the aggregate fair value of all derivative instruments with specific credit risk related contingent features that were in a liability position:
If all of the credit risk related contingent features contained in commodity instruments (including derivatives, nonderivatives, normal purchase and normal sales contracts, and applicable payables and receivables) had been triggered, our collateral requirement would have been as follows:
Utility Segments
Non-Hedge Derivatives
Utility derivatives include natural gas purchase contracts, a coal purchase contract, financial derivative contracts (futures, options, and swaps), and FTRs used to manage electric transmission congestion costs. Both the electric and natural gas utility segments use futures, options, and swaps to manage the risks associated with the market price volatility of natural gas supply costs and the costs of gasoline and diesel fuel used by utility vehicles. The electric utility segment also uses oil futures and options to manage price risk related to coal transportation.
The utilities had the following notional volumes of outstanding non-hedge derivative contracts:
The tables below show the unrealized gains (losses) recorded related to non-hedge derivatives at the utilities:
Nonregulated Segments
Non-Hedge Derivatives
Integrys Energy Services enters into derivative contracts such as futures, forwards, options, and swaps, that are used to manage commodity price risk primarily associated with retail electric and natural gas customer contracts.
Integrys Energy Services had the following notional volumes of outstanding non-hedge derivative contracts:
Gains (losses) related to non-hedge derivatives are recognized currently in earnings, as shown in the tables below:
* Represents amounts reclassified from accumulated OCI related to cash flow hedges that were dedesignated in prior periods.
In the next 12 months, pre-tax losses of $0.7 million and $5.9 million related to discontinued cash flow hedges of natural gas contracts and electric contracts, respectively, are expected to be recognized in earnings as the forecasted transactions occur. These amounts are expected to be offset by the settlement of the related nonderivative customer contracts.
Fair Value Hedges
At PELLC, an interest rate swap designated as a fair value hedge was used to hedge changes in the fair value of $50.0 million of the $325.0 million Series A 6.9% notes. The interest rate swap and the notes were settled in January 2011.
Cash Flow Hedges
Prior to July 1, 2011, Integrys Energy Services designated derivative contracts such as futures, forwards, and swaps as accounting hedges under GAAP. These contracts are used to manage commodity price risk associated with customer contracts.
The tables below show the amounts related to cash flow hedges recorded in OCI and in earnings:
* In May 2010, we entered into interest rate swaps that were designated as cash flow hedges to hedge the variability in forecasted interest payments on a debt issuance. These swaps were terminated when the related debt was issued in November 2010. Amounts remaining in accumulated OCI are being reclassified to interest expense over the life of the related debt.
NOTE 4DISCONTINUED OPERATIONS
Holding Company and Other Segment
Discontinued operations were recorded primarily at the holding company and other segment. Uncertain tax positions included in our liability for unrecognized tax benefits were remeasured to better reflect how the underlying positions are resolving themselves in various taxing jurisdictions. We also effectively settled certain state income tax examinations in 2012. During the three months ended June 30, 2012 and 2011, we recorded $0.1 million and $0.9 million, respectively, of after-tax losses in discontinued operations. During the six months ended June 30, 2012 and June 30, 2011, we recorded a $1.8 million after-tax gain and a $0.9 million after-tax loss, respectively, in discontinued operations.
Integrys Energy Services
During the six months ended June 30, 2011, Integrys Energy Services recorded a $0.1 million after-tax gain in discontinued operations when contingent payments were earned related to the 2009 sale of its energy management consulting business.
Our electric transmission investment segment consists of WPS Investments LLCs ownership interest in ATC, which was approximately 34% at June 30, 2012. ATC is a for-profit, transmission-only company regulated by FERC. ATC owns, maintains, monitors, and operates electric transmission assets in portions of Wisconsin, Michigan, Minnesota, and Illinois.
The following table shows changes to our investment in ATC.
Financial data for all of ATC is included in the following tables:
* As most income taxes are the responsibility of its members, ATC does not report a provision for its members income taxes in its income statements.
PGL and NSG price natural gas storage injections at the calendar year average of the cost of natural gas supply purchased. Withdrawals from storage are priced on the LIFO cost method. For interim periods, the difference between current projected replacement cost and the LIFO cost for quantities of natural gas temporarily withdrawn from storage is recorded as a temporary LIFO liquidation debit or credit. Due to seasonal requirements, PGL and NSG expect interim reductions in LIFO layers to be replenished by year end.
NOTE 7GOODWILL AND OTHER INTANGIBLE ASSETS
We had no material changes to the carrying amount of goodwill during the six months ended June 30, 2012, and 2011. Annual impairment tests were completed at all of our reporting units that carried a goodwill balance in the second quarter of 2012, and no impairments resulted from these tests.
The identifiable intangible assets other than goodwill listed below are part of other current and long-term assets on the Balance Sheets.
(1) Represents customer relationship assets associated with PELLCs former nonregulated retail natural gas and electric operations, MERCs nonutility ServiceChoice business, and Trillium USA (Trillium) and Pinnacle CNG Systems (Pinnacle) compressed natural gas fueling operations. The remaining weighted-average amortization period for customer-related intangible assets at June 30, 2012, was approximately 10 years.
(2) Represents electric customer contracts acquired in exchange for risk management assets.
(3) Represents the fair value of patents at Pinnacle related to a system for more efficiently compressing natural gas to allow for faster fueling. The remaining amortization period at June 30, 2012, was approximately 18 years.
(4) Represents the fair value of Trillium and Pinnacle compressed natural gas customer fueling contracts acquired in September 2011. The remaining amortization period at June 30, 2012, was approximately 9 years.
(5) Used at Integrys Energy Services to comply with state Renewable Portfolio Standards and to support customer commitments.
(6) Relates to easements supporting a pipeline at Integrys Energy Services. The easements are amortized on a straight-line basis, with a remaining amortization period at June 30, 2012, of approximately 12 years.
(7) Relates to modifications to customer-owned equipment that allow the end-use customer of a pipeline to accept landfill gas. These intangible assets are amortized on a straight-line basis, with a remaining weighted-average amortization period at June 30, 2012, of approximately 12 years.
(8) Emission allowances do not have a contractual term or expiration date. If the EPAs Cross State Air Pollution Rule, which was stayed in December 2011, is reinstated, it will affect our ability to use certain existing emission allowances in the future. See Note 11, Commitments and Contingencies, for more information.
Amortization expense recorded as a component of nonregulated cost of sales in the statements of income was $0.4 million for both the three months ended June 30, 2012, and 2011. Amortization expense for the six months ended June 30, 2012, and 2011, was $2.0 million and $0.7 million, respectively.
Amortization expense recorded as a component of depreciation and amortization expense in the statements of income for the three months ended June 30, 2012, and 2011, was $0.8 million and $0.9 million, respectively. Amortization expense for the six months ended June 30, 2012, and 2011, was $1.5 million and $1.7 million, respectively.
Amortization expense for the next five fiscal years is estimated to be:
NOTE 8SHORT-TERM DEBT AND LINES OF CREDIT
Our short-term borrowings were as follows:
The commercial paper outstanding at June 30, 2012, had maturity dates ranging from July 2, 2012, through July 18, 2012.
The table below presents our average amount of short-term borrowings outstanding based on daily outstanding balances during the six months ended June 30:
We manage our liquidity by maintaining adequate external financing commitments. The information in the table below relates to our revolving credit facilities used to support our commercial paper borrowing program, including remaining available capacity under these facilities:
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