Interim Financial Statements - FortisBC
Interim Financial Statements - FortisBC
Interim Financial Statements - FortisBC
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<strong>FortisBC</strong> Holdings Inc.<br />
A direct subsidiary of Fortis Inc.<br />
<strong>Interim</strong> Consolidated <strong>Financial</strong> <strong>Statements</strong><br />
For the three and six months ended June 30, 2013 and 2012<br />
(Unaudited)<br />
Prepared in accordance with United States Generally Accepted Accounting Principles
<strong>FortisBC</strong> Holdings Inc.<br />
Consolidated Balance Sheets (US GAAP) (Unaudited)<br />
As at<br />
(all amounts are in millions of Canadian dollars)<br />
ASSETS<br />
June 30,<br />
2013<br />
December 31,<br />
2012<br />
Current assets<br />
Cash and cash equivalents $ 52 $ 37<br />
Accounts receivable 153 237<br />
Inventories 90 108<br />
Prepaid expenses 1 4<br />
Deferred income taxes 6 13<br />
Regulatory assets 48 59<br />
350 458<br />
Property, plant and equipment 3,360 3,329<br />
Intangible assets 142 144<br />
Long-term investment 453 453<br />
Goodwill 913 913<br />
Regulatory assets 709 681<br />
Other assets 27 27<br />
$ 5,954 $ 6,005<br />
LIABILITIES AND SHAREHOLDER'S EQUITY<br />
Current liabilities<br />
Short-term notes (note 7) $ 27 $ 69<br />
Accounts payable and accrued liabilities 250 298<br />
Income and other taxes payable 59 31<br />
Current portion of long-term debt 10 23<br />
Current portion of capital lease and finance obligations 7 7<br />
Due to parent company 645 645<br />
Regulatory liabilities 27 35<br />
1,025 1,108<br />
Long-term debt 2,221 2,221<br />
Capital lease and finance obligations 113 116<br />
Regulatory liabilities 169 143<br />
Deferred income taxes 352 341<br />
Other long-term liabilities 259 269<br />
4,139 4,198<br />
Shareholder’s equity<br />
Common shares (a) 1,475 1,475<br />
Preferred shares (a) 1,179 1,179<br />
Additional paid-in capital (1,045) (1,045)<br />
Accumulated other comprehensive loss (note 6) (6) (7)<br />
Non-controlling interests 12 12<br />
Retained earnings 200 193<br />
1,815 1,807<br />
$ 5,954 $ 6,005<br />
(a)<br />
no par value; unlimited authorized shares; 1.2 million preferred and 17.0 million common shares issued<br />
and outstanding at June 30, 2013 and December 31, 2012.<br />
Contingencies (note 15)<br />
The accompanying notes are an integral part of these interim consolidated financial statements.<br />
<strong>FortisBC</strong> Holdings Inc. <strong>Interim</strong> Consolidated <strong>Financial</strong> <strong>Statements</strong> 1
<strong>FortisBC</strong> Holdings Inc.<br />
Consolidated <strong>Statements</strong> of Earnings (US GAAP) (Unaudited)<br />
For the three and six months ended June 30<br />
(all amounts are in millions of Canadian dollars)<br />
Three months ended Six months ended<br />
2013 2012 2013 2012<br />
Revenue<br />
Natural gas transmission and distribution $ 246 $ 265 $ 738 $ 815<br />
Other income 1 2 2 2<br />
Other activities (note 14) 6 6 13 13<br />
253 273 753 830<br />
Expenses<br />
Cost of natural gas 90 109 322 411<br />
Operation and maintenance (note 14) 51 50 109 106<br />
Depreciation and amortization 46 39 92 80<br />
Property and other taxes 15 15 31 30<br />
202 213 554 627<br />
Operating Income 51 60 199 203<br />
Finance charges (notes 8 and 14) 47 47 94 94<br />
Earnings before income taxes 4 13 105 109<br />
Income tax (recovery) expense (5) 1 14 15<br />
Net earnings before non-controlling<br />
interest 9 12 91 94<br />
Net earnings attributable to non-controlling<br />
interests - 1 - 1<br />
Net earnings $ 9 $ 11 $ 91 $ 93<br />
The accompanying notes are an integral part of these interim consolidated financial statements.<br />
<strong>FortisBC</strong> Holdings Inc. <strong>Interim</strong> Consolidated <strong>Financial</strong> <strong>Statements</strong> 2
<strong>FortisBC</strong> Holdings Inc.<br />
Consolidated <strong>Statements</strong> of Comprehensive Earnings (US GAAP) (Unaudited)<br />
For the three and six months ended June 30<br />
(all amounts are in millions of Canadian dollars)<br />
June 30, 2013<br />
<strong>FortisBC</strong><br />
Holdings Inc.<br />
Three months ended<br />
Non-controlling<br />
Interest<br />
Total<br />
<strong>FortisBC</strong><br />
Holdings Inc.<br />
Six months ended<br />
Non-controlling<br />
Interest<br />
Net earnings $ 9 $ - $ 9 $ 91 $ - $ 91<br />
Other comprehensive earnings:<br />
Defined benefit plans:<br />
Amortization of actuarial loss<br />
(note 6)<br />
1 - 1 1 - 1<br />
Corporate taxes - - - - - -<br />
Comprehensive earnings $ 10 $ - $ 10 $ 92 $ - $ 92<br />
Total<br />
June 30, 2012<br />
<strong>FortisBC</strong><br />
Holdings Inc.<br />
Three months ended<br />
Non-controlling<br />
Interest<br />
Total<br />
<strong>FortisBC</strong><br />
Holdings Inc.<br />
Six months ended<br />
Non-controlling<br />
Interest<br />
Net earnings (loss) $ 12 $ (1) $ 11 $ 94 $ (1) $ 93<br />
Other comprehensive loss:<br />
Defined benefit plans:<br />
Amortization of actuarial loss<br />
(note 6)<br />
- - - - - -<br />
Corporate taxes - - - - - -<br />
Comprehensive earnings (loss) $ 12 $ (1) $ 11 $ 94 $ (1) $ 93<br />
Total<br />
The accompanying notes are an integral part of these interim consolidated financial statements.<br />
<strong>FortisBC</strong> Holdings Inc. <strong>Interim</strong> Consolidated <strong>Financial</strong> <strong>Statements</strong> 3
<strong>FortisBC</strong> Holdings Inc.<br />
Consolidated <strong>Statements</strong> of Changes in Equity (US GAAP) (Unaudited)<br />
For the six months ended June 30<br />
(all amounts are in millions of Canadian dollars)<br />
Common<br />
Shares<br />
Preferred<br />
Shares<br />
Additional<br />
Paid-in Capital<br />
Accumulated<br />
Other<br />
Comprehensive<br />
Loss<br />
Noncontrolling<br />
Interest<br />
Retained<br />
Earnings<br />
Total Equity<br />
As at December 31, 2011 $ 1,475 $ 1,179 $ (1,045) $ (7) $ - $ 151 $ 1,753<br />
Net earnings - - - - - 93 93<br />
Investment in Mt. Hayes<br />
Storage LP<br />
- - - - 12 - 12<br />
Dividends on common shares - - - - - (50) (50)<br />
As at June 30, 2012 1,475 1,179 (1,045) (7) 12 194 1,808<br />
As at December 31, 2012 1,475 1,179 (1,045) (7) 12 193 1,807<br />
Net earnings - - - - - 91 91<br />
Comprehensive earnings - - - 1 - - 1<br />
Dividends on common shares - - - - - (84) (84)<br />
As at June 30, 2013 $ 1,475 $ 1,179 $ (1,045) $ (6) $ 12 $ 200 $ 1,815<br />
The accompanying notes are an integral part of these interim consolidated financial statements.<br />
<strong>FortisBC</strong> Holdings Inc. <strong>Interim</strong> Consolidated <strong>Financial</strong> <strong>Statements</strong> 4
<strong>FortisBC</strong> Holdings Inc.<br />
Consolidated <strong>Statements</strong> of Cash Flows (US GAAP) (Unaudited)<br />
For the three and six months ended June 30<br />
(all amounts in millions of Canadian dollars)<br />
Three months ended Six months ended<br />
2013 2012 2013 2012<br />
Cash flows provided by (used for)<br />
Operating activities<br />
Net earnings $ 9 $ 11 $ 91 $ 93<br />
Adjustments for non-cash items<br />
Depreciation and amortization 46 39 92 80<br />
Other (5) - (5) -<br />
50 50 178 173<br />
Changes in long-term regulatory assets and<br />
liabilities<br />
(13) (12) (16) (3)<br />
Changes in non-cash working capital (note 10) 78 98 90 121<br />
115 136 252 291<br />
Investing activities<br />
Property, plant and equipment (50) (32) (81) (64)<br />
Intangible assets (5) (5) (7) (14)<br />
Long-term investment - - - 4<br />
Other assets and other long-term liabilities 1 (3) 3 (3)<br />
(54) (40) (85) (77)<br />
Financing activities<br />
Decrease in short-term notes (8) (22) (42) (112)<br />
Reduction of long-term debt, capital lease and<br />
finance obligations<br />
(5) (17) (26) (18)<br />
Advances from parent company - 63 - 65<br />
Contribution from non-controlling interest - 1 - 12<br />
Dividends on common shares (69) (15) (84) (50)<br />
(82) 10 (152) (103)<br />
Net (decrease) increase in cash and cash<br />
equivalents (21) 106 15 111<br />
Cash and cash equivalents at beginning of period 73 43 37 38<br />
Cash and cash equivalents at end of period $ 52 $ 149 $ 52 $ 149<br />
Supplementary Information to Consolidated <strong>Statements</strong> of Cash Flows (note 10).<br />
The accompanying notes are an integral part of these interim consolidated financial statements.<br />
<strong>FortisBC</strong> Holdings Inc. <strong>Interim</strong> Consolidated <strong>Financial</strong> <strong>Statements</strong> 5
<strong>FortisBC</strong> Holdings Inc.<br />
Notes to the <strong>Interim</strong> Consolidated <strong>Financial</strong> <strong>Statements</strong> (US GAAP) (Unaudited)<br />
For the three and six months ended June 30, 2013 and 2012<br />
(all tabular amounts are in millions of Canadian dollars, unless otherwise noted)<br />
1. DESCRIPTION OF THE BUSINESS<br />
<strong>FortisBC</strong> Holdings Inc. (“<strong>FortisBC</strong> Holdings” or “Corporation”) and its subsidiaries (collectively the<br />
“Corporation”) provide energy transportation and utility asset management services. <strong>FortisBC</strong><br />
Holdings operates in two primary business segments which are separately managed to assess<br />
operational performance.<br />
a) Natural gas transmission and distribution operations involve the transmission and distribution of<br />
natural gas for residential, commercial, institutional, and industrial customers in British<br />
Columbia. The operations are conducted primarily through <strong>FortisBC</strong> Energy Inc. (“FEI”), serving<br />
the Lower Mainland and Interior of British Columbia; <strong>FortisBC</strong> Energy (Vancouver Island) Inc.<br />
(“FEVI”), serving Vancouver Island and the Sunshine Coast; and <strong>FortisBC</strong> Energy (Whistler) Inc.<br />
(“FEW”), serving Whistler.<br />
b) Other activities include <strong>FortisBC</strong> Holding’s 30 per cent interest in CustomerWorks LP, <strong>FortisBC</strong><br />
Alternative Energy Services and corporate finance and administration charges.<br />
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES<br />
Basis of Presentation<br />
These interim consolidated financial statements have been prepared in accordance with accounting<br />
principles generally accepted in the United States (“US GAAP”) for interim financial statements. As a<br />
result, these interim consolidated financial statements do not include all of the information and<br />
disclosures required in the annual consolidated financial statements and should be read in<br />
conjunction with the Corporation’s 2012 annual audited consolidated financial statements prepared in<br />
accordance with US GAAP. In management’s opinion, the interim consolidated financial statements<br />
include all adjustments, consisting solely of normal recurring adjustments, necessary to present fairly<br />
such information.<br />
The interim consolidated financial statements include the accounts of <strong>FortisBC</strong> Holdings, its<br />
subsidiaries, and its equity share of the accounts of entities where less than a 50 per cent controlling<br />
interest exists. All material inter-company transactions have been eliminated in the interim<br />
consolidated financial statements except for those inter-company transactions recovered in rates<br />
from customers.<br />
An evaluation of subsequent events through August 1, 2013, the date these interim consolidated<br />
financial statements were issued, was completed to determine whether any circumstances warranted<br />
recognition and disclosure of events or transactions in the interim consolidated financial statements<br />
as at June 30, 2013. Subsequent events have been appropriately disclosed in these consolidated<br />
financial statements.<br />
CHANGES IN ACCOUNTING POLICIES<br />
These interim consolidated financial statements have been prepared following the same accounting<br />
policies and methods as those used in preparing the most recent audited consolidated financial<br />
statements referred to in “Basis of Presentation” above except for the following US GAAP accounting<br />
pronouncements that are applicable to, and were adopted by, the Corporation effective January 1,<br />
2013:<br />
<strong>FortisBC</strong> Holdings Inc. <strong>Interim</strong> Consolidated <strong>Financial</strong> <strong>Statements</strong> 6
<strong>FortisBC</strong> Holdings Inc.<br />
Notes to the <strong>Interim</strong> Consolidated <strong>Financial</strong> <strong>Statements</strong> (US GAAP) (Unaudited)<br />
For the three and six months ended June 30, 2013 and 2012<br />
(all tabular amounts are in millions of Canadian dollars, unless otherwise noted)<br />
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)<br />
Disclosures About Offsetting Assets and Liabilities<br />
The Corporation adopted the amendments to Accounting Standards Codification (“ASC”) Topic 210, Balance<br />
Sheet - Disclosures About Offsetting Assets and Liabilities as outlined in Accounting Standards Update<br />
("ASU") Nos. 2011-11 and 2013-01. The amendments improve the transparency of the effect or potential<br />
effect of netting arrangements on a company’s financial position by expanding the level of disclosures<br />
required by entities for such arrangements. The amended disclosures are intended to assist financial<br />
statement users in understanding significant quantitative differences between balance sheets prepared<br />
under US GAAP and International <strong>Financial</strong> Reporting Standards. ASU No. 2013-01 limits the scope of the<br />
new offsetting disclosure requirements previously issued in ASU No. 2011-11, to certain derivative<br />
instruments, repurchase and reverse repurchase agreements, and securities borrowing and lending<br />
arrangements that are either offset on the balance sheet or subject to an enforceable master netting or<br />
similar arrangement. The above-noted amendments were applied retrospectively.<br />
Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income<br />
The Corporation adopted the amendments to ASC Topic 220, Comprehensive Income – Reporting of<br />
Amounts Out of Accumulated Other Comprehensive Income (“AOCI”) as outlined in ASU No. 2013-02. The<br />
amendments improve the reporting of reclassifications out of AOCI and require entities to report, in one<br />
place, information about reclassifications out of AOCI and to present details of the reclassifications in the<br />
disclosure of changes in AOCI balances. The effect of the reclassification of significant items to net income<br />
in their entirety during the reporting period must be reported in the respective line items in the statement<br />
where net income is presented. The effect of items not reclassified to net income in their entirety during the<br />
reporting period are to be presented in the notes to the consolidated financial statements. The amendments<br />
were applied by the Corporation prospectively.<br />
The above noted amendments did not materially impact the Corporation’s interim consolidated financial<br />
statements for the three and six months ended June 30, 2013 and 2012.<br />
3. REGULATORY MATTERS<br />
Allowed Return on Equity (“ROE”) and Capital Structure<br />
In February 2012, the British Columbia Utilities Commission (“BCUC”) established that a Generic Cost of<br />
Capital (“GCOC”) Proceeding would occur and in April 2012, issued a final scoping document identifying<br />
specific items that would be reviewed as part of the GCOC Proceeding.<br />
The BCUC also determined that a second, subsequent phase be added to the GCOC Proceeding to determine<br />
an appropriate ROE and capital structure for all other regulated utilities in BC, once the benchmark has<br />
been established in the first phase of the GCOC Proceeding. FEI has been designated as the benchmark<br />
utility. FEVI and FEW will have their ROE and capital structure determined in phase two.<br />
Pursuant to a BCUC order released in December 2012, effective January 1, 2013, the approved 2012 ROE<br />
and capital structure for FEI and all other regulated entities in BC that rely on the benchmark utility to<br />
establish rates were to be maintained and made interim. In May 2013, the BCUC issued its decision on the<br />
first phase of the GCOC Proceeding. The decision determined that the ROE of the benchmark utility would<br />
be set at 8.75 per cent with a 38.5 per cent common equity component, both effective January 1, 2013.<br />
The common equity component in capital structure will remain in effect through December 31, 2015.<br />
Effective January 2014, the BCUC is also introducing an Automatic Adjustment Mechanism (“AAM”) to set<br />
the ROE on an annual basis for the benchmark utility. The AAM will take effect when the actual long-term<br />
Government of Canada bond yield exceeds 3.8 per cent. The formula will be in effect until December 31,<br />
2015.<br />
FEVI and FEW are currently approved for a risk premium of 50 basis points over the benchmark utility. As a<br />
result of the BCUC’s decision on the first phase of the GCOC Proceeding, which reduced the ROE of the<br />
benchmark utility by 75 basis points, the interim allowed ROE of FEVI and FEW decreased to 9.25 per cent<br />
effective January 1, 2013, while the deemed equity component of capital structure remained unchanged.<br />
<strong>FortisBC</strong> Holdings Inc. <strong>Interim</strong> Consolidated <strong>Financial</strong> <strong>Statements</strong> 7
<strong>FortisBC</strong> Holdings Inc.<br />
Notes to the <strong>Interim</strong> Consolidated <strong>Financial</strong> <strong>Statements</strong> (US GAAP) (Unaudited)<br />
For the three and six months ended June 30, 2013 and 2012<br />
(all tabular amounts are in millions of Canadian dollars, unless otherwise noted)<br />
3. REGULATORY MATTERS (continued)<br />
Allowed Return on Equity (“ROE”) and Capital Structure (continued)<br />
The allowed ROE and capital structure for FEVI and FEW could change further as a result of phase two of<br />
the GCOC Proceeding.<br />
In March 2013, the BCUC initiated the second phase of the GCOC Proceeding and the review process for the<br />
second phase is underway, with a decision expected in the first half of 2014. In July 2013, FEVI and FEW<br />
filed risk premium and equity ratio evidence for the second phase of the GCOC Proceeding.<br />
4. SEASONALITY OF OPERATIONS<br />
Due to the seasonal nature of the Corporation’s natural gas transmission and distribution operations<br />
and its impact on, natural gas consumption patterns, the natural gas transmission and distribution<br />
operations of the Corporation normally generate higher earnings in the first and fourth quarters and<br />
lower earnings in the second quarter, which are partially offset by losses in the third quarter. As a<br />
result of the seasonality, interim earnings are not indicative of earnings on an annual basis.<br />
5. SEGMENT DISCLOSURES<br />
Three months ended<br />
June 30, 2013<br />
Natural gas<br />
transmission<br />
and distribution Other activities Total<br />
Revenues $ 246 $ 6 $ 252<br />
Other income - 1 1<br />
246 7 253<br />
Net earnings 6 3 9<br />
Total assets 5,440 514 5,954<br />
Goodwill 913 - 913<br />
Capital expenditures 48 7 55<br />
Three months ended<br />
June 30, 2012<br />
Natural gas<br />
transmission<br />
and distribution Other activities Total<br />
Revenues $ 265 $ 6 $ 271<br />
Other income 1 1 2<br />
266 7 273<br />
Net earnings (loss) 13 (2) 11<br />
Total assets (December 31, 2012) 5,499 506 6,005<br />
Goodwill (December 31, 2012) 913 - 913<br />
Capital expenditures 37 - 37<br />
Six months ended<br />
June 30, 2013<br />
Natural gas<br />
transmission<br />
and distribution Other activities Total<br />
Revenues $ 738 $ 13 $ 751<br />
Other income 1 1 2<br />
739 14 753<br />
Net earnings 91 - 91<br />
Total assets 5,440 514 5,954<br />
Goodwill 913 - 913<br />
Capital expenditures 80 8 88<br />
<strong>FortisBC</strong> Holdings Inc. <strong>Interim</strong> Consolidated <strong>Financial</strong> <strong>Statements</strong> 8
<strong>FortisBC</strong> Holdings Inc.<br />
Notes to the <strong>Interim</strong> Consolidated <strong>Financial</strong> <strong>Statements</strong> (US GAAP) (Unaudited)<br />
For the three and six months ended June 30, 2013 and 2012<br />
(all tabular amounts are in millions of Canadian dollars, unless otherwise noted)<br />
5. SEGMENT DISCLOSURES (continued)<br />
Six months ended<br />
June 30, 2012<br />
Natural gas<br />
transmission<br />
and distribution Other activities Total<br />
Revenues $ 815 $ 13 $ 828<br />
Other income 1 1 2<br />
816 14 830<br />
Net earnings (loss) 95 (2) 93<br />
Total assets (December 31, 2012) 5,499 506 6,005<br />
Goodwill (December 31, 2012) 913 - 913<br />
Capital expenditures 78 - 78<br />
6. OTHER COMPREHENSIVE EARNINGS<br />
Comprehensive earnings is a measure of earnings which includes both net earnings and other<br />
comprehensive income or loss (“OCI”). OCI results from items deferred from recognition on the<br />
statement of earnings.<br />
The components of net benefit cost, on an after-tax basis, recognized in other comprehensive<br />
earnings for the defined benefit pension plans and other post-retirement benefit (“OPEB”) plans for<br />
the three and six months ended June 30 were as follows:<br />
Defined benefit<br />
pension plans<br />
OPEB plans<br />
2013 2012 2013 2012<br />
Net actuarial losses $ - $ - $ - $ -<br />
Amortization of actuarial loss 1 - - -<br />
$ 1 $ - $ - $ -<br />
7. CREDIT FACILITIES<br />
The Corporation had consolidated credit facilities of $730 million available, (December 31, 2012 -<br />
$730 million), of which $653 million was unused at June 30, 2013 (December 31, 2012 - $610<br />
million).<br />
<strong>FortisBC</strong><br />
Holdings FEI FEVI<br />
June 30,<br />
2013<br />
December 31,<br />
2012<br />
Total credit facilities $ 30 $ 500 $ 200 $ 730 $ 730<br />
Credit facilities utilized:<br />
Short-term notes - - (27) (27) (69)<br />
Letters of credit outstanding - (50) - (50) (51)<br />
Credit facilities unused $ 30 $ 450 $ 173 $ 653 $ 610<br />
On April 25, 2013, <strong>FortisBC</strong> Holdings extended its $30 million operating credit facility to mature on May 1,<br />
2014. The new agreement has substantially similar terms to the facility it replaced. The facility was<br />
unutilized at June 30, 2013 and December 31, 2012.<br />
On July 5, 2013, FEI extended its $500 million credit facility to mature on August 24, 2015. The new<br />
agreement has substantially similar terms to the facility it replaced.<br />
On July 19, 2013, FEVI extended its $200 million credit facility to mature on December 31, 2015. The new<br />
agreement has substantially similar terms to the facility it replaced.<br />
<strong>FortisBC</strong> Holdings Inc. <strong>Interim</strong> Consolidated <strong>Financial</strong> <strong>Statements</strong> 9
<strong>FortisBC</strong> Holdings Inc.<br />
Notes to the <strong>Interim</strong> Consolidated <strong>Financial</strong> <strong>Statements</strong> (US GAAP) (Unaudited)<br />
For the three and six months ended June 30, 2013 and 2012<br />
(all tabular amounts are in millions of Canadian dollars, unless otherwise noted)<br />
8. FINANCE CHARGES<br />
The total finance charges for the three and six months ended June 30 were as follows:<br />
Three months ended<br />
June 30<br />
Six months ended<br />
June 30<br />
2013 2012 2013 2012<br />
Interest on long-term debt, capital leases, and<br />
finance obligations<br />
$ 39 $ 38 $ 77 $ 77<br />
Interest on short-term debt 9 9 18 17<br />
Interest capitalized (1) - (1) -<br />
$ 47 $ 47 $ 94 $ 94<br />
9. EMPLOYEE FUTURE BENEFITS<br />
The Corporation sponsors a number of employee post-employment benefit plans for eligible employees.<br />
These plans include defined benefit pension plans, unfunded supplemental plans, and various OPEB plans.<br />
The total net benefit cost for the three months ended June 30 were as follows:<br />
Defined benefit<br />
pension plans<br />
OPEB plans<br />
2013 2012 2013 2012<br />
Service costs $ 4 $ 3 $ 1 $ -<br />
Interest costs 5 5 1 1<br />
Expected return on plan assets (5) (5) - -<br />
Amortization:<br />
Actuarial losses 3 3 1 1<br />
Past service costs - - (1) -<br />
Actuarial determined net benefit cost 7 6 2 2<br />
Regulatory adjustment (2) (2) (1) -<br />
Net benefit cost $ 5 $ 4 $ 1 $ 2<br />
The total net benefit cost for the six months ended June 30 were as follows:<br />
Defined benefit<br />
pension plans<br />
OPEB plans<br />
2013 2012 2013 2012<br />
Service costs $ 8 $ 7 $ 2 $ 1<br />
Interest costs 10 9 2 2<br />
Expected return on plan assets (10) (10) - -<br />
Amortization:<br />
Actuarial losses 6 6 2 2<br />
Past service costs - - (2) (1)<br />
Actuarial determined net benefit cost 14 12 4 4<br />
Regulatory adjustment (5) (4) (2) (1)<br />
Net benefit cost $ 9 $ 8 $ 2 $ 3<br />
<strong>FortisBC</strong> Holdings Inc. <strong>Interim</strong> Consolidated <strong>Financial</strong> <strong>Statements</strong> 10
<strong>FortisBC</strong> Holdings Inc.<br />
Notes to the <strong>Interim</strong> Consolidated <strong>Financial</strong> <strong>Statements</strong> (US GAAP) (Unaudited)<br />
For the three and six months ended June 30, 2013 and 2012<br />
(all tabular amounts are in millions of Canadian dollars, unless otherwise noted)<br />
10. SUPPLEMENTARY INFORMATION TO CONSOLIDATED STATEMENTS OF CASH FLOWS<br />
The supplementary information to the consolidated statements of cash flows for the three and six<br />
months ended June 30 is as follows:<br />
Three months ended<br />
June 30<br />
Six months ended<br />
June 30<br />
Significant Non-cash Transactions 2013 2012 2013 2012<br />
Mark-to-market of natural gas commodity<br />
derivatives<br />
$ (3) $ (42) $ (26) $ (45)<br />
Capital accruals - 3 4 4<br />
Regulatory assets and regulatory liabilities<br />
accruals<br />
- 3 6 1<br />
Contributions in aid of construction accruals (4) (1) (7) (3)<br />
Regulated asset for deferred income taxes 8 7 11 11<br />
Three months ended<br />
June 30<br />
Six months ended<br />
June 30<br />
Changes in Non-cash Working Capital 2013 2012 2013 2012<br />
Accounts receivable $ 133 $ 146 $ 84 $ 110<br />
Inventory (39) (30) 18 29<br />
Prepaid expenses 1 1 3 3<br />
Accounts payable and accrued liabilities 14 (43) (48) (103)<br />
Income and other taxes payable (22) (17) 21 16<br />
Net regulatory assets and liabilities (10) 36 3 78<br />
Other 1 5 9 (12)<br />
$ 78 $ 98 $ 90 $ 121<br />
The non-cash investing activities balances as at June 30 are as follows:<br />
2013 2012<br />
Additions to property, plant and equipment and intangible assets<br />
included in current liabilities $ 2 $ 5<br />
Contributions in aid of construction included in current assets 4 2<br />
11. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES<br />
The Corporation hedges its exposure to fluctuations in natural gas prices through the use of<br />
derivative instruments. FEI and FEVI’s price risk management strategy aims to (i) improve the<br />
likelihood that natural gas prices remain competitive, (ii) dampen price volatility on customer rates<br />
and (iii) reduce the risk of regional price disconnects. As a result of regulatory proceedings in 2011, FEI<br />
and FEVI have suspended all commodity hedging activity with the exception of certain elements to<br />
address the risk of regional price disconnects. The existing hedging contracts continue in effect through to<br />
their maturity and FEI and FEVI’s ability to fully recover the commodity cost of gas in customer rates<br />
remains unchanged.<br />
<strong>FortisBC</strong> Holdings Inc. <strong>Interim</strong> Consolidated <strong>Financial</strong> <strong>Statements</strong> 11
<strong>FortisBC</strong> Holdings Inc.<br />
Notes to the <strong>Interim</strong> Consolidated <strong>Financial</strong> <strong>Statements</strong> (US GAAP) (Unaudited)<br />
For the three and six months ended June 30, 2013 and 2012<br />
(all tabular amounts are in millions of Canadian dollars, unless otherwise noted)<br />
11. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (continued)<br />
Volume of Derivative Activity<br />
As at June 30, 2013, the Corporation had the following notional volumes of outstanding natural gas<br />
commodity derivatives, designated for regulatory approval that are expected to be settled as outlined<br />
below:<br />
2013 2014 2015<br />
Natural gas commodity derivatives<br />
Swaps and options (petajoules (PJ)) 7 7 -<br />
Gas purchase contract premiums (PJ) 46 26 6<br />
Presentation of Derivative Instruments in the <strong>Financial</strong> <strong>Statements</strong><br />
In the Corporation’s consolidated balance sheets, derivative instruments are presented on a net basis<br />
by counterparty where the right of offset exists.<br />
At June 30, 2013, the Corporation’s outstanding derivative balances were as follows:<br />
Gross<br />
derivatives<br />
Cash<br />
balance 1 Netting 2 collateral<br />
Total<br />
derivatives<br />
balance<br />
Natural gas commodity derivatives:<br />
Accounts payable and accrued<br />
liabilities $ 33 $ - $ - $ 33<br />
1 See note 12 for a discussion of the valuation techniques used to calculate the fair value of these instruments.<br />
2 Positions, by counterparty, are netted where the intent and legal right to offset exists.<br />
At December 31, 2012, the Corporation’s outstanding derivative balances were as follows:<br />
Gross<br />
derivatives<br />
Cash<br />
balance 1 Netting 2 collateral<br />
Total<br />
derivatives<br />
balance<br />
Natural gas commodity derivatives:<br />
Accounts payable and accrued<br />
liabilities $ 59 $ - $ - $ 59<br />
1 See note 12 for a discussion of the valuation techniques used to calculate the fair value of these instruments.<br />
2 Positions, by counterparty, are netted where the intent and legal right to offset exists.<br />
The following table shows the cumulative unrealized losses at June 30, 2013 and December 31, 2012,<br />
with respect to the derivative instruments:<br />
1<br />
June 30,<br />
2013<br />
December 31,<br />
2012<br />
Unrealized loss natural gas commodity derivatives – Current portion<br />
of regulatory assets 1,2 $ 33 $ 59<br />
Unrealized gains and losses on commodity risk-related derivative instruments are recorded to regulatory assets or<br />
liabilities rather than being recorded to the consolidated statement of earnings or other comprehensive earnings.<br />
2 These amounts are fully passed through to customers in rates. Accordingly, net earnings were not impacted by realized<br />
amounts on these instruments.<br />
Cash inflows and outflows associated with the settlement of all derivative instruments are included in<br />
operating cash flows on the Corporation’s consolidated statements of cash flows.<br />
<strong>FortisBC</strong> Holdings Inc. <strong>Interim</strong> Consolidated <strong>Financial</strong> <strong>Statements</strong> 12
<strong>FortisBC</strong> Holdings Inc.<br />
Notes to the <strong>Interim</strong> Consolidated <strong>Financial</strong> <strong>Statements</strong> (US GAAP) (Unaudited)<br />
For the three and six months ended June 30, 2013 and 2012<br />
(all tabular amounts are in millions of Canadian dollars, unless otherwise noted)<br />
12. FAIR VALUE MEASUREMENT<br />
Fair value is the price at which a market participant could sell an asset or transfer a liability to an unrelated<br />
party. A fair value measurement is required to reflect the assumptions that market participants would use in<br />
pricing an asset or liability based on the best available information. These assumptions include the risks<br />
inherent in a particular valuation technique, such as a pricing model, and the risks inherent in the inputs to<br />
the model. A fair value hierarchy exists that prioritizes the inputs used to measure fair value. The<br />
Corporation is required to record all derivative instruments at fair value except those which would qualify<br />
for the normal purchase and normal sale exception.<br />
The three levels of the fair value hierarchy are defined as follows:<br />
Level 1:<br />
Level 2:<br />
Level 3:<br />
Fair value determined using unadjusted quoted prices in active markets.<br />
Fair value determined using pricing inputs that are observable.<br />
Fair value determined using unobservable inputs only when relevant observable inputs<br />
are not available.<br />
The fair values of the Corporation’s financial instruments, including derivatives, reflect a point-intime<br />
estimate based on current and relevant market information about the instruments as at the<br />
balance sheet dates. The estimates cannot be determined with precision as they involve uncertainties<br />
and matters of judgment and, therefore, may not be relevant in predicting the Corporation’s future<br />
consolidated earnings or cash flows.<br />
The carrying values of cash and cash equivalents, account receivable, accounts payable and shortterm<br />
notes on the consolidated balance sheet of the Corporation approximate their fair values.<br />
The natural gas commodity derivatives are used to fix the effective purchase price of natural gas, as<br />
the majority of the natural gas supply contracts have floating, rather than fixed, prices. Any resulting<br />
gains or losses are recorded in regulatory liabilities or assets in the consolidated balance sheet. The<br />
fair value of the natural gas commodity derivatives is calculated using the present value of cash flows<br />
based on market prices and forward curves for the commodity cost of natural gas.<br />
The fair values of the natural gas commodity derivatives are estimates of the amounts that the<br />
Corporation would receive or pay to terminate the outstanding contracts as at the balance sheet<br />
date. As at June 30, 2013 and December 31, 2012, none of the natural gas commodity derivatives<br />
were designated as hedges of the natural gas supply contracts. However, any changes in the fair<br />
value of the natural gas commodity derivatives are deferred as a regulatory asset or liability for<br />
recovery from, or refund to, customers in future rates, as permitted by the BCUC.<br />
The following table summarizes the fair value measurements of the Corporation’s long-term debt and<br />
natural gas derivative contracts as of June 30, 2013 and December 31, 2012, all of which are Level 2<br />
of the fair value hierarchy and recorded on the consolidated balance sheets at their carrying value:<br />
Carrying<br />
value<br />
June 30, 2013 December 31, 2012<br />
Estimated Carrying<br />
fair value<br />
value<br />
Estimated<br />
fair value<br />
Long-term debt, including<br />
current portion $ 2,231 $ 2,667 $ 2,244 $ 2,848<br />
Natural gas commodity swaps<br />
and options and gas<br />
purchase contract premium 1 33 33 59 59<br />
1 Included in accounts payable as at June 30, 2013 and December 31, 2012.<br />
<strong>FortisBC</strong> Holdings Inc. <strong>Interim</strong> Consolidated <strong>Financial</strong> <strong>Statements</strong> 13
<strong>FortisBC</strong> Holdings Inc.<br />
Notes to the <strong>Interim</strong> Consolidated <strong>Financial</strong> <strong>Statements</strong> (US GAAP) (Unaudited)<br />
For the three and six months ended June 30, 2013 and 2012<br />
(all tabular amounts are in millions of Canadian dollars, unless otherwise noted)<br />
12. FAIR VALUE MEASUREMENT (continued)<br />
When quoted market prices are not available, the fair value is determined by discounting the future<br />
cash flows of the specific debt instrument at an estimated yield to maturity equivalent to benchmark<br />
government bonds or treasury bills, with similar terms to maturity, plus a market credit risk premium<br />
equal to that of issuers of similar credit quality. Since the Corporation does not intend to settle the<br />
long-term debt prior to maturity, the fair value estimate does not represent an actual liability and,<br />
therefore, does not include exchange or settlement costs.<br />
13. FINANCIAL RISK MANAGEMENT<br />
The Corporation is exposed to credit risk, liquidity risk and market risk as a result of holding financial<br />
instruments in the normal course of business.<br />
In June 2013, Moody's Investors Service affirmed the long-term credit ratings of the Corporation of<br />
Baa2 and FEI of A3 but changed the rating outlooks from stable to negative. There have been no<br />
other changes to the Corporation’s credit ratings from those reported in the Corporation’s 2012<br />
annual financial statements.<br />
The following table summarizes the Corporation’s net credit risk exposure to its counterparties, as<br />
well as credit risk exposure to counterparties accounting for greater than 10 per cent net credit<br />
exposure, as of June 30, 2013 and December 31, 2012:<br />
Gross credit<br />
exposure<br />
before credit<br />
collateral 1<br />
Credit<br />
collateral<br />
Net credit<br />
exposure 2<br />
Number of<br />
counterparties<br />
>10%<br />
Net exposure<br />
to<br />
counterparties<br />
>10%<br />
June 30, 2013 $ 31 $ - $ 31 4 $ 29<br />
December 31, 2012 $ 51 $ - $ 51 4 $ 45<br />
1 Gross credit exposure equals mark-to-market value on physically and financially settled contracts, notes receivable,<br />
and net receivables (payables) where netting is contractually allowed. Gross and net credit exposure amounts reported<br />
above do not include adjustments for time value or liquidity.<br />
2 Net credit exposure is the gross credit exposure collateral minus credit collateral (cash deposits and letters of credit).<br />
For purposes of this table, parental guarantees are not included as part of the calculation.<br />
14. RELATED PARTY TRANSACTIONS<br />
In the normal course of business, the Corporation transacts with its parent and other related<br />
companies under common control to provide or receive services and materials based on commercial<br />
terms or on terms approved by the BCUC. The following transactions were measured at the exchange<br />
amount unless otherwise indicated:<br />
(a) The Corporation’s parent company Fortis Inc. (“Fortis”) provided corporate management services<br />
totaling approximately $2 million (2012 – $1 million) for the three months ended June 30, 2013<br />
and $3 million (2012 - $3 million) for the six months ended June 30, 2013. The corporate<br />
management services fee was included in operation and maintenance expenses on the<br />
consolidated statements of earnings.<br />
(b) The Corporation was charged interest of approximately $1 million (2012 - $1 million) during the<br />
three months ended June 30, 2013 and $2 million (2012 - $2 million) during the six months<br />
ended June 30, 2013 by Fortis on the borrowings from the parent company. The amount due to<br />
the parent company was unsecured and due on demand and accrues interest at Fortis’ average<br />
cost of short term borrowing plus twenty five basis points.<br />
<strong>FortisBC</strong> Holdings Inc. <strong>Interim</strong> Consolidated <strong>Financial</strong> <strong>Statements</strong> 14
<strong>FortisBC</strong> Holdings Inc.<br />
Notes to the <strong>Interim</strong> Consolidated <strong>Financial</strong> <strong>Statements</strong> (US GAAP) (Unaudited)<br />
For the three and six months ended June 30, 2013 and 2012<br />
(all tabular amounts are in millions of Canadian dollars, unless otherwise noted)<br />
14. RELATED PARTY TRANSACTIONS (continued)<br />
(c) On December 31, 2010, the Corporation entered into a $200 million promissory note at a<br />
prescribed interest rate of 5 per cent with Fortis. The Corporation was charged interest of $3<br />
million (2012 - $3 million) and $5 million (2012 - $5 million), respectively, for the three and six<br />
months ended June 30, 2013, by Fortis on the promissory note. The promissory note is due on<br />
December 31, 2020 and is unsecured.<br />
(d) The Corporation received dividends from its $450 million investment in FortisWest Inc. of $6<br />
million (2012 - $6 million) during the three months ended June 30, 2013 and $13 million (2012 -<br />
$13 million) during the six months ended June 30, 2013 on the Series C Preferred Shares owned<br />
by the Corporation. For the three and six months ended June 30, 2013, the Corporation paid<br />
interest of $6 million (2012 - $6 million) and $12 million (2012 - $12 million), respectively, to<br />
Fortis on the demand loan. The dividend income was included in other activities revenue, and<br />
interest expense was recorded in finance charges on the consolidated statements of earnings.<br />
(e) For the three and six months ended June 30, 2013, the Corporation and FEI were charged $1<br />
million (2012 - nil) and $2 million (2012 – $1 million), respectively, by <strong>FortisBC</strong> Inc. (“FBC”) (a<br />
subsidiary of Fortis) for electricity purchases and management services. For the three and six<br />
months ended June 30, 2013 the Corporation charged $1 million (2012 - $1 million) and $1<br />
million (2012 - $1 million), respectively, to FBC for natural gas purchases, rent and management<br />
services. These charges were included in operation and maintenance expenses on the<br />
consolidated statements of earnings.<br />
(f) FEI was charged $4 million (2012 - $4 million) and $8 million (2012 - $8 million), respectively,<br />
for the three and six months ended June 30, 2013 by FEVI for storing gas at the Mt. Hayes LNG<br />
storage facility. These charges were included in regulatory liabilities on the consolidated balance<br />
sheets.<br />
15. CONTINGENCIES<br />
The Corporation and its subsidiaries are subject to various legal proceedings and claims associated<br />
with the ordinary course of business operations. Management believes that the amount of liability, if<br />
any, from these actions would not have a material effect on the Corporation’s consolidated financial<br />
position or results of operations.<br />
During 2007 and 2008, a non-regulated subsidiary of the Corporation received Notices of Assessment<br />
from Canada Revenue Agency for additional taxes related to its 1999 through 2003 taxation years.<br />
The Corporation has previously fully provided for the exposure. During the quarter, a settlement was<br />
reached with the Canada Revenue Agency resulting in a release of unrecognized tax benefits totaling<br />
approximately $5 million.<br />
On April 29, 2013, the Corporation was named as a defendant in an action in the British Columbia<br />
Supreme Court by the Coldwater Indian Band. The claim is in regard to interests in a pipeline right of<br />
way on reserve lands. The pipeline on the right of way was transferred by the Corporation (then<br />
Terasen Inc.) to the Kinder Morgan group in 2007. The Coldwater Indian Band seeks orders<br />
cancelling the right of way and claims damages for wrongful interference with the Band’s use and<br />
enjoyment of reserve lands. The amount and outcome are indeterminable at this time and,<br />
accordingly, no amount has been accrued in the financial statements.<br />
16. GUARANTEES<br />
The Corporation has letters of credit outstanding at June 30, 2013 totaling $50 million (December 31,<br />
2012 - $51 million) primarily to support its unfunded supplemental pension benefit plans.<br />
17. COMPARATIVE FIGURES<br />
Certain comparative figures have been reclassified to comply with the current period’s classifications.<br />
<strong>FortisBC</strong> Holdings Inc. <strong>Interim</strong> Consolidated <strong>Financial</strong> <strong>Statements</strong> 15