Interim Financial Statements - FortisBC
Interim Financial Statements - FortisBC
Interim Financial Statements - FortisBC
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<strong>FortisBC</strong> Holdings Inc.<br />
An indirect subsidiary of Fortis Inc.<br />
<strong>Interim</strong> Consolidated <strong>Financial</strong> <strong>Statements</strong><br />
For the three months ended March 31, 2012 and 2011<br />
(Unaudited)<br />
Prepared in accordance with United States Generally Accepted Accounting Principles
ASSETS<br />
<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 />
March 31,<br />
2012<br />
December 31,<br />
2011<br />
Current assets<br />
Cash and cash equivalents $ 43 $ 38<br />
Accounts receivable, net 316 280<br />
Inventories 55 114<br />
Prepaid expenses 2 4<br />
Deferred income taxes 23 13<br />
Current portion of rate stabilization accounts 91 105<br />
530 554<br />
Property, plant and equipment, net 3,273 3,275<br />
Intangible assets, net 144 140<br />
Long-term investment 457 461<br />
Goodwill 913 913<br />
Other assets 727 700<br />
$ 6,044 $ 6,043<br />
LIABILITIES AND SHAREHOLDER'S EQUITY<br />
Current liabilities<br />
Short-term notes $ 37 $ 127<br />
Accounts payable and accrued liabilities 334 394<br />
Income and other taxes payable 78 45<br />
Current portion of rate stabilization accounts 47 19<br />
Current portion of long-term debt and capital lease obligations 42 42<br />
Due to parent company 573 571<br />
Other current liabilities and deferred credits 7 -<br />
1,118 1,198<br />
Long-term debt and capital lease obligations 2,340 2,341<br />
Rate stabilization accounts 141 108<br />
Deferred income taxes 328 328<br />
Other long-term liabilities and deferred credits 306 315<br />
4,233 4,290<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 income (loss) (note 6) (7) (7)<br />
Noncontrolling interests 11 -<br />
Retained Earnings 198 151<br />
1,811 1,753<br />
$ 6,044 $ 6,043<br />
(a) no par value; unlimited authorized shares; 1.2 million preferred and 17.1 million common shares issued<br />
and outstanding at March 31, 2012 and 2011.<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 months ended March 31<br />
(all amounts are in millions of Canadian dollars)<br />
2012 2011<br />
Revenue<br />
Natural gas transmission and distribution $ 548 $ 574<br />
Other income - 3<br />
Other activities (note 13) 7 4<br />
555 581<br />
Expenses<br />
Cost of natural gas 302 344<br />
Operation and maintenance (note 13) 56 60<br />
Depreciation and amortization 36 23<br />
Amortization of intangible assets 5 3<br />
Property and other taxes 15 15<br />
414 445<br />
Operating Income 141 136<br />
Financing costs (notes 8 and 13) 46 43<br />
Equity earnings from CWLP (1) -<br />
Earnings before income taxes 96 93<br />
Income taxes 14 21<br />
Net earnings $ 82 $ 72<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 months ended March 31<br />
(all amounts are in millions of Canadian dollars)<br />
2012 2011<br />
Net earnings $ 82 $ 72<br />
Other comprehensive (loss) earnings:<br />
Defined benefit plans:<br />
Net actuarial loss (note 6) - (1)<br />
Corporate taxes - -<br />
Comprehensive earnings $ 82 $ 71<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 three months ended March 31<br />
(all amounts are in millions of Canadian dollars)<br />
Common<br />
Shares<br />
Preferred<br />
Shares<br />
Additional<br />
Paid-in<br />
Capital<br />
Accumulated<br />
Other<br />
Comprehensive<br />
Loss<br />
Noncontrolling<br />
Interest<br />
Retained<br />
Earnings Total Equity<br />
As at December 31, 2010 $ 1,475 $ 1,179 $ (1,045) $ (4) $ - $ 115 $ 1,720<br />
Net earnings - - - - 72 72<br />
Other comprehensive earnings - - - (1) - - (1)<br />
Dividends on common shares - - - - - (35) (35)<br />
As at March 31, 2011 1,475 1,179 (1,045) (5) - 152 1,756<br />
As at December 31, 2011 1,475 1,179 (1,045) (7) - 151 1,753<br />
Net earnings - - - - - 82 82<br />
Noncontrolling interest - - - 11 11<br />
Other comprehensive earnings - - - - -<br />
Dividends on common shares - - - - - (35) (35)<br />
As at March 31, 2012 $ 1,475 $ 1,179 $ (1,045) $ (7) $ 11 $ 198 $ 1,811<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 months ended March 31<br />
(all amounts in millions of Canadian dollars)<br />
Cash flows provided by (used for)<br />
Operating activities<br />
2012 2011<br />
Net earnings $ 82 $ 72<br />
Adjustments for non-cash items<br />
Depreciation and amortization 41 26<br />
Other 1 (3)<br />
124 95<br />
Changes in non-cash working capital (note 9) 23 57<br />
Investing activities<br />
147 152<br />
Property, plant and equipment (35) (39)<br />
Intangible assets (9) (8)<br />
Long term investment 4 -<br />
Other assets 11 22<br />
Financing activities<br />
(29) (25)<br />
Decrease in short-term notes (90) (107)<br />
Issuance of long-term debt - -<br />
Reduction of long-term debt (1) (1)<br />
Advances from parent company 2 4<br />
Contribution from non-controlling interest 11 -<br />
Dividends on common shares (35) (35)<br />
(113) (139)<br />
Net increase (decrease) in cash and cash equivalents 5 (12)<br />
Cash and cash equivalents at beginning of period 38 43<br />
Cash and cash equivalents at end of period $ 43 $ 31<br />
The accompanying notes are an integral part of these interim consolidated financial statements.<br />
Supplementary Information to Consolidated <strong>Statements</strong> of Cash Flows (note 9).<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 months ended March 31, 2012 and 2011<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 “FHI”) and its subsidiaries (collectively the Corporation)<br />
provide energy transportation and utility asset management services. <strong>FortisBC</strong> Holdings operates in two<br />
primary business segments which are separately managed to assess 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 Columbia .<br />
The operations are conducted primarily through <strong>FortisBC</strong> Energy Inc. (FEI), serving the Lower<br />
Mainland and Interior of British Columbia; <strong>FortisBC</strong> Energy (Vancouver Island) Inc. (FEVI),<br />
serving Vancouver Island and the Sunshine Coast; and <strong>FortisBC</strong> Energy (Whistler) Inc. (FEW),<br />
serving Whistler.<br />
b) Other activities include <strong>FortisBC</strong> Holding’s 30 per cent interest in CustomerWorks LP (CWLP),<br />
<strong>FortisBC</strong> Alternative Energy Services (FAES) and corporate financing costs and administration<br />
charges.<br />
2. 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 conjunction<br />
with the Corporation’s 2011 annual audited consolidated financial st atements prepared in accordance<br />
with US GAAP and voluntarily filed on the System for Electronic Document Analysis and Retrieval<br />
(“SEDAR”) on March 16, 2012. 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 />
These 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 intercompany transactions have been eliminated in the consolidated<br />
financial statements except for those inter-company transactions recovered in rates from customers.<br />
An evaluation of subsequent events through May 2, 2012, the date these interim consolidated financial<br />
statements were issued, was completed to determine whether any circumstances warranted recognition<br />
and disclosure of events or transactions in the consolidated financial s tatements as at March 31, 2012.<br />
There were no subsequent events to report.<br />
CHANGES IN ACCOUNTING POLICIES<br />
Presentation of Comprehensive Income<br />
The Corporation retroactively adopted the amendments to Accounting Standards Codification (ASC) Topic 220,<br />
Comprehensive Income. The amended standard requires entities to report components of comprehensive<br />
income in either a continuous statement of comprehensive income or two separate but consecutive<br />
statements.<br />
Testing Goodwill for Impairment<br />
The Corporation has prospectively adopted the amendments to ASC Topic 350, Goodwill. The amended<br />
standard allows entities testing goodwill for impairment to have the option of performing a qualitative<br />
assessment before calculating the fair value of the reporting unit. If the qualitative factors indicate that the<br />
fair value of the reporting unit is more likely than not to be greater than the carrying value, then the two-step<br />
impairment test, including the quantification of the fair value of the reporting unit, would not be required. In<br />
adopting the amendments, the Corporation will perform a qualitative assessment before calculating the fair<br />
value of its reporting units when it performs its annual impairment test.<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 months ended March 31, 2012 and 2011<br />
(all tabular amounts are in millions of Canadian dollars, unless otherwise noted)<br />
2. SIGNIFICANT ACCOUNTING POLICIES (continued)<br />
Fair Value Measurement<br />
The Corporation retroactively adopted the amendments to ASC Topic 820, Fair Value Measurements and<br />
Disclosures. The amended standard improves comparability of fair value measurements presented and<br />
disclosed in financial statements prepared in accordance with US GAAP. The amendment does not change<br />
what items are measured at fair value but instead makes various changes to the guidance pertaining to how<br />
fair value is measured.<br />
The above noted changes did not materially impact the Corporation’s interim consolidated financial<br />
statements for the three months ended March 31, 2012 and 2011.<br />
Change in Accounting Policy as a Result of Regulatory Applications<br />
Effective January 1, 2012, as applied for in its 2012/2013 Revenue Requirements and Natural Gas<br />
Rates Application (“2012/2013 RRA”) and subsequently approved in the British Columbia Utilities<br />
Commission’s (“BCUC”) final 2012/2013 RRA decision received on April 12, 2012, FEI, FEVI, and FEW<br />
adopted the following new accounting policy on a prospective basis:<br />
Prior to 2012, actual removal costs were recorded as part of operation and maintenance expense with<br />
variances versus forecast being recorded in a regulatory deferral account for recovery from, or refund<br />
to, customers in future rates starting in 2012. In its 2012/2013 RRA, FEI, FEVI and FEW applied to<br />
collect removal costs as a component of depreciation on an accrual basis. Removal costs are the direct<br />
costs incurred by the Corporation in taking assets out of service, whether through actual removal of the<br />
asset or through disconnection from the transmission or distribution system.<br />
3. REGULATORY MATTERS<br />
Current Regulatory Applications<br />
In late 2011, the BCUC issued preliminary notification to public utilities subject to its regulation,<br />
including the <strong>FortisBC</strong> Utilities, that it plans to initiate a Generic Cost of Capital Proceeding (“GCOC<br />
Proceeding”) in early 2012. On February 28, 2012 the BCUC established that a GCOC Proceeding will<br />
take place and provided for comment a preliminary scoping document outlining the matters to be<br />
examined by the proceeding. On April 18, 2012 the BCUC issued a final scoping document identifying<br />
the items that will be reviewed as part of the GCOC Proceeding, which includes:<br />
the appropriate cost of capital for a benchmark low-risk utility effective January 1, 2013. Cost of<br />
capital includes capital structure, return on common equity and interest on debt.<br />
the establishment of a benchmark Return on Equity (“ROE”) based on a benchmark low risk utility<br />
effective January 1, 2013 to December 31, 2013 for the initial transition year.<br />
if it is determined through the GCOC Proceeding that a return to a ROE automatic adjustment<br />
mechanism (“AAM”) is warranted it would be implemented January 1, 2014. If not, a future regulatory<br />
process will be set to review the ROE for a benchmark low risk utility beyond December 31, 2013.<br />
a generic methodology on how to establish each utility’s cost of capital in reference to the cost of<br />
capital for a benchmark low-risk utility.<br />
a methodology to establish a deemed capital structure and deemed cost of capital, particularly for<br />
those utilities without third party debt.<br />
for those utilities that require a deemed interest rate, if warranted, a methodology to establish a<br />
deemed interest rate AAM. If not warranted, setting a future regulatory process on how the deemed<br />
interest rate would be adjusted beyond December 31, 2013.<br />
The proceeding is not intended to set each utility’s risk premium. As part of the proceeding, the BCUC will<br />
retain an independent consultant to report on regulatory practices in Canadian jurisdictions. The GCOC<br />
Proceeding will take place during 2012. The result of the GCOC Proceeding could materially impact the<br />
Corporation’s earnings.<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 months ended March 31, 2012 and 2011<br />
(all tabular amounts are in millions of Canadian dollars, unless otherwise noted)<br />
3. REGULATORY MATTERS (continued)<br />
Current Regulatory Applications (continued)<br />
On March 2, 2012, FEI filed an application for approval of expenditures of approximately $1 million on<br />
facilities required to provide Thermal Energy Services to the Tsawwassen Springs Development. In<br />
addition, the application requests approval of rates and rate design established in an operating and<br />
maintenance agreement between FEI and the strata corporation. A written hearing process has been<br />
established by the BCUC to review the application.<br />
On October 17, 2011, FEI filed an application for approval of expenditures of approximately $5 million<br />
on facilities required to provide the Thermal Energy Services to nineteen buildings in the Delta School<br />
District, located in the Greater Vancouver area and to provide thermal energy upgrades to the buildings<br />
over the next two years. When complete, FEI will own, operate and maintain the new thermal p lants<br />
and charge Delta a single rate for thermal energy consumed. On March 11, 2012, the BCUC issued its<br />
decision granting a Certificate of Public Convenience and Necessity (“CPCN”) on the condition that FEI<br />
assign the agreements to a regulated affiliated company, which FEI subsequently did. Approval of the<br />
rates and rate design as filed were denied, and the Corporation was invited to refile, within 30 days,<br />
with changes identified in the decision if the Delta School District was in agreement. In early April, the<br />
rates and rate design changes were submitted and a decision from the BCUC is pending.<br />
In February 2012, the BCUC approved the Corporation’s amended application for a general tariff for the<br />
provision of compressed natural gas (“CNG”) and liquefied natural gas (“LNG”) for transportation<br />
vehicles. Subsequent to the BCUC approval, also in February 2012, the Corporation filed for a CPCN to<br />
construct and operate a compressed natural gas fueling station infrastructure, to be in service October<br />
2012, along with a long term contract for the supply of CNG with one counterparty, in accordance with<br />
the approved general tariff. A decision is expected in May 2012.<br />
FEI, FEVI and FEW filed an application with the BCUC for amalgamation of the three companies in<br />
November 2011. After consultation with the BCUC, in late 2011, the companies temporarily suspen ded<br />
their application while they provided the BCUC with additional information. In early April, the<br />
companies refiled the application for common rates and amalgamation. An amalgamation would<br />
require the approval of the BCUC and consent of the Government of British Columbia.<br />
On April 12, 2012, the BCUC issued its decision on the <strong>FortisBC</strong> Energy companies’ 2012/2013 RRA.<br />
The existing interim rates reflect the applied-for rate increase effective January 1, 2012 of 5.6 per cent<br />
for FEI and 5 per cent for FEW. The decision is expected to result in a delivery rate decrease as<br />
compared to FEI’s and FEW’s existing interim rates, in the range of one to two per cent. In its<br />
decision, the BCUC approved FEVI’s 2012 and 2013 rates to remain at the same levels as 20 11. The<br />
approved rates reflect allowed ROE and capital structure unchanged from 2011. The final rate increase<br />
was driven by ongoing investment in energy infrastructure focused on system integrity and reliability,<br />
and forecast increased operating expenses associated with inflation, a heightened focus on safety and<br />
security of the natural gas system, and increasing compliance with codes and regulations. The<br />
difference between interim and final rates will be refunded to customers over the remainder of 2012.<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 earn ings on an annual basis.<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 months ended March 31, 2012 and 2011<br />
(all tabular amounts are in millions of Canadian dollars, unless otherwise noted)<br />
5. SEGMENT DISCLOSURES<br />
Three months ended March 31, 2012<br />
Natural gas<br />
transmission<br />
and<br />
distribution<br />
Other activities<br />
Total<br />
Revenues $ 548 $ 7 $ 555<br />
Other income - - -<br />
548 7 555<br />
Net earnings (loss) 82 - 82<br />
Total assets 5,532 512 6,044<br />
Goodwill 913 - 913<br />
Capital expenditures 44 - 44<br />
Three months ended March 31, 2011<br />
Natural gas<br />
transmission<br />
and distribution<br />
Other<br />
activities<br />
Revenues $ 574 $ 4 $ 578<br />
Other income 3 - 3<br />
577 4 581<br />
Net earnings (loss) 75 (3) 72<br />
Total assets 5,527 516 6,043<br />
Goodwill 913 - 913<br />
Capital expenditures 47 - 47<br />
The other activities include CustomerWorks Limited Partnership and <strong>FortisBC</strong> Alternative Energy Services Inc.<br />
6. OTHER COMPREHENSIVE LOSS<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 income<br />
for the plans for the three months ended March 31 were as follows:<br />
Defined benefit<br />
pension plans<br />
<strong>FortisBC</strong> Holdings Inc. <strong>Interim</strong> Consolidated <strong>Financial</strong> <strong>Statements</strong> 9<br />
Total<br />
OPEB plans<br />
2012 2011 2012 2011<br />
Net actuarial losses $ - $ (1) $ - $ -<br />
Amortization of actuarial loss - - - -<br />
$ - $ (1) $ - $ -
<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 months ended March 31, 2012 and 2011<br />
(all tabular amounts are in millions of Canadian dollars, unless otherwise noted)<br />
7. EMPLOYEE BENEFIT PLANS<br />
The Corporation has defined benefit pension plans and defined contribution pension plans for<br />
employees. The Corporation also provides post-employment benefits other than pensions for retired<br />
employees.<br />
The net benefit plan cost for the three months ended March 31 was as follows:<br />
Defined benefit<br />
pension plans<br />
OPEB plans<br />
2012 2011 2012 2011<br />
Current service cost $ 4 $ 3 $ 1 $ -<br />
Interest costs 4 5 1 1<br />
Expected return on plan assets (5) (5) - -<br />
Amortization of actuarial losses 3 2 1 -<br />
Amortization of past service costs / plan<br />
amendments<br />
- - (1) -<br />
Net benefit cost $ 6 $ 5 $ 2 $ 1<br />
8. FINANCING COSTS<br />
2012 2011<br />
Interest expense on long-term debt, capital leases and lease in lease out<br />
arrangements<br />
$ 38 $ 39<br />
Interest on short-term debt 8 6<br />
Interest capitalized - (2)<br />
$ 46 $ 43<br />
As allowed by the BCUC, during the three months ended March 31, 2012, the Corporation capitalized<br />
interest for borrowing requirements for construction of assets that have not been included in rate base<br />
of nil (March 31, 2011 - $2 million).<br />
9. SUPPLEMENTARY INFORMATION TO CONSOLIDATED STATEMENTS OF CASH FLOWS<br />
Changes in non-cash working capital 2012 2011<br />
Accounts receivable $ (36) $ (22)<br />
Inventory 59 82<br />
Prepaid expenses 2 1<br />
Accounts payable and accruals (60) (95)<br />
Income and other taxes payable 33 34<br />
Net regulatory assets and liabilities 42 57<br />
Other (17) -<br />
$ 23 $ 57<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 months ended March 31, 2012 and 2011<br />
(all tabular amounts are in millions of Canadian dollars, unless otherwise noted)<br />
10. ACCOUNTING FOR DERIVATIVES AND HEDGING ACTIVITIES<br />
The Corporation hedges its exposure to fluctuations in natural gas prices and foreign exchange rates<br />
through the use of derivative instruments. FEI and FEVI’s price risk management strategy aims to (i)<br />
improve the likelihood that natural gas prices remain competitive, (ii) dampen price volatility on<br />
customer rates and (iii) reduce the risk of regional price disconnects. In July 2010, the BCUC ordered<br />
the suspension of all commodity hedging activity and directed FEI and FEVI to undertake a review of<br />
the primary objectives of the Price Risk Management Plan (PRMP). In January 2011, FEI and FEVI filed<br />
a review report and FEI submitted a revised 2011-2014 PRMP, based on recommendations arising from<br />
the review report. On July 12, 2011, the BCUC issued its decision on the review report and determined<br />
that commodity hedging in the current environment was not a cost effective means to meet the<br />
objectives of competitiveness and rate stability. The BCUC concurrently denied FEI’s 2011-2014 PRMP<br />
with the exception of certain elements to address the risk of regional price disconnects. As a result,<br />
FEI and FEVI have suspended all commodity hedging activity with th e exception of basis swaps for FEI<br />
to reduce the risk of Sumas market price disconnects. The existing hedging contracts continue in effect<br />
through to their maturity and FEI and FEVI’s ability to fully recover the commodity cost of gas in customer<br />
rates remains unchanged.<br />
Volume of Derivative Activity<br />
As at March 31, 2012, the Corporation had the following notional volumes of outstanding foreign<br />
exchange forward contracts and natural gas derivatives, designated for regulatory approval that are<br />
expected to be settled as outlined below:<br />
2012 2013 2014<br />
Foreign Exchange Forward Contracts<br />
Cash exposure $ 1 $ - $ -<br />
Weighted average exchange rate 1.0025 - -<br />
Natural Gas Derivatives<br />
Swaps and options Petajoules (PJ) 26 18 7<br />
Gas purchase contract premiums (PJ) 70 20 9<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. The net balances include outstanding cash collateral<br />
associated with derivative positions.<br />
At March 31, 2012, the Corporation’s outstanding derivative balances were as follows:<br />
2012<br />
Natural gas commodity derivatives:<br />
Accounts payable and accrued<br />
liabilities<br />
Gross<br />
derivatives<br />
balance 1<br />
Netting 2 Cash collateral<br />
Total<br />
derivatives<br />
balance<br />
$ 132 $ - $ - $ 132<br />
1 See note 11 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 />
<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 months ended March 31, 2012 and 2011<br />
(all tabular amounts are in millions of Canadian dollars, unless otherwise noted)<br />
10. ACCOUNTING FOR DERIVATIVES AND HEDGING ACTIVITIES (continued)<br />
Presentation of Derivative Instruments in the <strong>Financial</strong> <strong>Statements</strong> (continued)<br />
At December 31, 2011, the Corporation’s outstanding derivative balances were as follows:<br />
2011<br />
Natural gas commodity derivatives:<br />
Accounts payable and accrued<br />
liabilities<br />
Gross<br />
derivatives<br />
balance 1<br />
Netting 2 Cash collateral<br />
Total<br />
derivatives<br />
balance<br />
$ 135 $ - $ - $ 135<br />
1 See note 11 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 losses at March 31 with respect to the derivative instruments:<br />
March 31,<br />
2012<br />
December 31,<br />
2011<br />
Unrealized loss natural gas commodity derivatives – Current portion of<br />
rate stabilization accounts 1,2 $ 132 $ 135<br />
1 Unrealized gains and losses on commodity risk-related derivative instruments are recorded to current rate stabilization<br />
assets or liabilities rather than being recorded to the consolidated statement of earnings or other comprehensive<br />
earnings. These amounts exclude impact of cash collateral postings.<br />
2 These amounts are fully passed through to customers in rates on a realized basis. Accordingly, net income was not<br />
impacted by unrealized 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 />
11. 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 for those which would qualify<br />
for the normal purchase and normal sales exceptions.<br />
The three levels of the fair value hierarchy are defined as follows:<br />
Level 1: Fair value determined using unadjusted quoted prices in active markets.<br />
Level 2: Fair value determined using pricing inputs that are observable.<br />
Level 3: Fair value determined using unobservable inputs only when relevant observable inputs<br />
are not available.<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 months ended March 31, 2012 and 2011<br />
(all tabular amounts are in millions of Canadian dollars, unless otherwise noted)<br />
11. FAIR VALUE MEASUREMENT (continued)<br />
The fair values of the Corporation’s financial instruments, including derivatives, reflect a point -in-time<br />
estimate based on current and relevant market information about the instruments as at the balance<br />
sheet dates. The estimates cannot be determined with p recision as they involve uncertainties and<br />
matters of judgment and, therefore, may not be relevant in predicting the Corporation’s future<br />
consolidated earnings or cash flows.<br />
The fair values of the foreign exchange forward contracts are calculated using the present value of cash<br />
flows based on a market foreign exchange rate and the foreign exchange forward rate curve. Any<br />
change in the fair values of the foreign exchange forward contracts at FEI and FEVI is deferred as a<br />
regulatory asset or liability in the balance sheet for recovery from, or refund to, customers in future<br />
rates, as permitted by the BCUC.<br />
The natural gas derivatives are used to fix the effective purchase price of natural gas, as the majority<br />
of the natural gas supply contracts at the Corporation have floating, rather than fixed, prices. Any<br />
resulting gains or losses are recorded in regulatory liabilities or assets in the balance sheet. The fair<br />
value of the natural gas derivatives is calculated using the present value of cash flows based on market<br />
prices and forward curves for the commodity cost of natural gas.<br />
The fair values of the foreign exchange forward contracts and the natural gas derivatives are estimates<br />
of the amounts that the Corporation would have to receive or pay to terminate the outstanding<br />
contracts as at the balance sheet date. As at March 31, 2012 and 2011, none of the natural gas<br />
derivatives were designated as hedges of the natural gas supply contracts. However, any changes in<br />
the fair value of the natural gas derivatives are deferred as a regulatory asset or liability for recovery<br />
from, or refund to, customers in future rates, as permitted by the BCUC.<br />
The following table summarizes the fair value measurements of <strong>FortisBC</strong> Holdings’ long-term debt and<br />
capital lease obligations and, natural gas derivative contracts as of March 31, 2012 and 2011, all of<br />
which were Level 2 of the Corporation’s financial instruments.<br />
Long-term debt and capital<br />
lease obligations<br />
Natural gas commodity swaps<br />
and options and gas<br />
purchase contract premium 1<br />
Carrying<br />
value<br />
March 31, 2012 December 31, 2011<br />
Estimated<br />
fair value<br />
1 Included in accounts payable as at March 31, 2012 and December 31, 2011.<br />
12. FINANCIAL RISK MANAGEMENT<br />
Carrying<br />
value<br />
Estimated<br />
fair value<br />
$ 2,382 $ 2,933 $ 2,383 $ 2,965<br />
(132) (132) (135) (135)<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 />
Credit Risk<br />
Credit risk is the risk that a third party to a financial instrument might fail to meet its obligations u nder<br />
the terms of the financial instrument. For cash and cash equivalents, derivative assets, accounts<br />
receivable, and other receivables due from customers, the Corporation’s credit risk is limited to the<br />
carrying value on the balance sheet. The Corporation generally has a large and diversified customer<br />
base, which minimizes the concentration of credit risk.<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 months ended March 31, 2012 and 2011<br />
(all tabular amounts are in millions of Canadian dollars, unless otherwise noted)<br />
12. FINANCIAL RISK MANAGEMENT (continued)<br />
Credit Risk (continued)<br />
The Corporation is exposed to credit risk in the event of non-performance by counterparties to<br />
derivative financial instruments, including natural gas commodity swaps and options. Because the<br />
Corporation deals with reasonable credit-quality institutions, in accordance with established<br />
credit-approval practices, the Corporation does not expect any counterparties to fail to meet their<br />
obligations. Counterparty credit exposures are monitored by individual counterparty and by category of<br />
credit rating, and are subject to approved limits. The counterparties with which the Corporation has<br />
significant derivative transactions are A-rated entities or better. The Corporation uses netting<br />
arrangements to reduce credit risk and net settles payments with counterparties where net settlement<br />
provisions exist.<br />
The following table summarizes the Corporation’s net credit risk exposure to its counterparties, as well<br />
as credit risk exposure to counterparties accounting for greater than 10 per cent net credit exposure,<br />
as of March 31, 2012 and 2011:<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 />
March 31, 2012 $ 136 $ - $ 136 4 $ 99<br />
December 31, 2011 136 - 136 4 104<br />
1 Gross credit exposure equals mark-to-market value on physically and financially settled contracts, notes receivable, and<br />
net receivables (payables) where netting is contractually allowed. Gross and net credit exposure amounts reported above<br />
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). For<br />
purposes of this table, parental guarantees are not included as part of the calculation.<br />
In the case of commercial and industrial customers credit risk is managed by checking a corporation’s<br />
creditworthiness and financial strength both before commencing and during the business relationship.<br />
For residential customers, creditworthiness is normally ascertained before commencing commodity<br />
delivery by an appropriate mix of internal and external information to determine the payment<br />
mechanism required to reduce credit risk to an acceptable level. Certain customers will only be<br />
accepted on a prepayment basis. The Corporation manages its exposure to credit risk associated with<br />
all customers by monitoring an aging of receivables and by monitoring groupings of customers<br />
according to method of payment or profile.<br />
Liquidity Risk<br />
Liquidity risk is the risk that an entity will encounter difficulty in raising funds to meet commitments<br />
associated with financial instruments. The Corporation’s financial position could be adversely affected<br />
if it or its operating subsidiaries fail to arrange sufficient and cost effective financing to fund, among<br />
other things, capital expenditures and the repayment of maturing debt. The ability to arrange<br />
sufficient and cost effective financing is subject to numerous factors, including the results of operations<br />
and financial position of the Corporation, conditions in the capital and bank credit markets, ratings<br />
assigned by rating agencies and general economic conditions.<br />
To mitigate this risk, the Corporation had consolidated credit facilities of $730 million (December 31,<br />
2011 - $730 million) as at March 31, 2012, of which $645 million (December 31, 2011 - $555 million)<br />
was unused. The Corporation targets to have, on average, sufficient liquidity to allow it not to access<br />
the capital markets for a period of 12 months.<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 months ended March 31, 2012 and 2011<br />
(all tabular amounts are in millions of Canadian dollars, unless otherwise noted)<br />
12. FINANCIAL RISK MANAGEMENT (continued)<br />
Liquidity Risk (continued)<br />
The following summary outlines the credit facilities of the Corporation by entity.<br />
<strong>FortisBC</strong><br />
Holdings<br />
Inc.<br />
<strong>FortisBC</strong><br />
Energy Inc.<br />
<strong>FortisBC</strong><br />
Energy<br />
(Vancouver<br />
Island) Inc.<br />
Total as at<br />
March 31,<br />
2012<br />
Total as at<br />
December 31,<br />
2011<br />
Total credit facilities<br />
Credit facilities utilized:<br />
$ 30 $ 500 $ 200 $ 730 $ 730<br />
Short-term borrowings<br />
Long-term debt 1<br />
-<br />
(9)<br />
(28)<br />
(37)<br />
(127)<br />
Letters of credit outstanding - (48) - (48) (48)<br />
Credit facilities unused $ 30 $ 443 $ 172 $ 645 $ 555<br />
1 As at March 31, 2012, credit facility borrowings classified as long-term debt included $15 million (December 31, 2011 -<br />
$15 million) that was included in current installments of long-term debt and capital lease obligations on the consolidated<br />
balance sheet.<br />
On April 21, 2011, <strong>FortisBC</strong> Holdings extended its $30 million operating credit facility to mature on May 3,<br />
2012. The new agreement has substantially similar terms to the facility it replaced. The facility was<br />
unutilized at March 31, 2012 and December 31, 2011.<br />
FEI has a $500 million syndicated credit facility which expires in August 2013. The facility is unsecured<br />
and is used for general corporate purposes.<br />
On November 1, 2011, FEVI entered into a $200 million twenty month credit facility to replace its maturing<br />
$300 million facility. The new agreement has substantially similar terms to the facility it replaced and expires<br />
December 31, 2013.<br />
Furthermore, the Corporation targets a strong investment-grade credit rating to maintain capital<br />
market access at reasonable interest rates. As at March 31, 2012, the Corporation’s credit ratings<br />
remained unchanged from December 31, 2011, and were as follows:<br />
Credit Ratings DBRS Moody’s<br />
<strong>FortisBC</strong> Holdings Inc.<br />
Unsecured long-term debt BBB (High) Baa2<br />
<strong>FortisBC</strong> Energy Inc.<br />
Commercial paper R-1 (Low) -<br />
Secured long-term debt A A1<br />
Unsecured long-term debt A A3<br />
13. RELATED PARTY TRANSACTIONS<br />
<strong>FortisBC</strong> Holdings’ parent company Fortis provided corporate management services totalling<br />
approximately $1 million (2011 – $1 million) for the three months ended March 31, 2012. The<br />
corporate management services fee was included in operation and maintenance expenses on the<br />
consolidated statements of earnings.<br />
<strong>FortisBC</strong> Holdings was charged interest of approximately $1 million (2011 - nil) during the three<br />
months ended March 31, 2012 by Fortis on the borrowings from the parent company. The amount due<br />
to the parent company was unsecured and due on demand and accrues interest at Fortis’ average cost<br />
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> 15
<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 months ended March 31, 2012 and 2011<br />
(all tabular amounts are in millions of Canadian dollars, unless otherwise noted)<br />
13. RELATED PARTY TRANSACTIONS (continued)<br />
On December 31, 2010, <strong>FortisBC</strong> Holdings entered into a $200 million promissory note at a prescribed<br />
interest rate of 5.00 per cent with Fortis. <strong>FortisBC</strong> Holdings was charged interest of $3 million (2011 -<br />
$3 million) for the three months ended March 31, 2012, by Fortis on the promissory note. The<br />
promissory note is due on December 31, 2020 and is unsecured.<br />
<strong>FortisBC</strong> Holdings received dividends from its $150 million investment in FortisWest Inc. (FortisWest) of<br />
$3 million (2011 - $3 million) during the three months ended March 31, 2012, on the Series C Preferred<br />
Shares owned by <strong>FortisBC</strong> Holdings. For the three months ended March 31, 2012, the Corporation paid<br />
interest of $2 million (2011 - $2 million) to Fortis on the demand loan. The dividend income was<br />
included in other activities revenue, and interest expense is recorded in financing costs on the<br />
consolidated statements of earnings.<br />
On March 3, 2011, <strong>FortisBC</strong> Holdings borrowed $300 million from its parent company, Fortis. The<br />
proceeds were used to purchase 12,000,000 Series F Preferred Shares (the Shares) of FortisWest, a<br />
subsidiary of Fortis. The Shares entitle <strong>FortisBC</strong> Holdings to a fixed preferential cumulative cash<br />
dividend at a rate of 5.25 per cent annually with dividends paid quarterly. The interest was also paid<br />
quarterly and the loan is due on demand and secured by a pledge of the Shares. For the three months<br />
ended March 31, 2012, <strong>FortisBC</strong> Holdings paid interest of $5 million to Fortis on the demand loan, and<br />
<strong>FortisBC</strong> Holdings received dividends from FortisWest of $5 million respectively on the Shares. The<br />
dividend income was included in other activities revenue, and interest expense was recorded in<br />
financing costs on the consolidated statements of earnings.<br />
Fortis grants stock options to certain employees of FHI under its stock option plans. For the period<br />
ended March 31, 2012, the Corporation was charged and recorded an expense of an insignificant<br />
amount for the fair value of the stock compensation granted by Fortis. The stock option expense was<br />
included in operation and maintenance expenses on the consolidated statements of earnings.<br />
For the three months ended March 31, 2012, the Corporation was charged $1 million (2011 - nil) by<br />
<strong>FortisBC</strong> Inc. (a subsidiary of Fortis) for electricity purchases and corporate management services.<br />
These charges were included in operation and maintenance expenses on the consolidated statements of<br />
earnings and comprehensive earnings.<br />
The Corporation was charged $4 million (2011 - nil) for the three months ended March 31, 2012 by<br />
FEVI for storing gas at the Mt. Hayes LNG storage facility which became operational in April 2011.<br />
These charges are included in rate stabilization accounts on the consolidated balance sheets.<br />
Related party transactions were recorded at the exchange amount.<br />
14. COMMITMENTS<br />
The Corporation has entered into operating leases for certain building space and natural gas<br />
transmission and distribution assets. In addition, FEI and FEVI have entered into gas purchase<br />
contracts that represent future purchase obligations.<br />
The following table sets forth the Corporation’s operating leases, gas purchase obligations and<br />
employee benefit plan contributions due in the years indicated:<br />
Operating leases Purchase obligations<br />
Employee benefit plans Total<br />
2012/2013 $ 17 $ 130 $ 15 $ 162<br />
2013/2014 16 59 10 85<br />
2014/2015 16 28 - 44<br />
2015/2016 15 - - 15<br />
2016/2017 15 - - 15<br />
Thereafter 56 - - 56<br />
$ 135 $ 217 $ 25 $ 377<br />
<strong>FortisBC</strong> Holdings Inc. <strong>Interim</strong> Consolidated <strong>Financial</strong> <strong>Statements</strong> 16
<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 months ended March 31, 2012 and 2011<br />
(all tabular amounts are in millions of Canadian dollars, unless otherwise noted)<br />
14. COMMITMENTS (continued)<br />
Gas purchase contract commitments are based on gas commodity indices that vary with market prices.<br />
The amounts disclosed reflect index prices that were in effect at March 31, 2012. The employee benefit<br />
plan contributions have been estimated up to the date of the next actuarial valuation for each plan<br />
unless the valuation falls in the next twelve months then the Corporation has provided for an estimate<br />
of the contributions. Employee benefit plan contributions beyond the date of the next actuarial<br />
valuation cannot be accurately estimated.<br />
In prior years, FEVI received non-interest bearing, repayable loans from the federal and provincial<br />
governments of $50 million and $25 million respectively, in connection with the construction and<br />
operation of the Vancouver Island natural gas pipeline. As approved by the BCUC, these loans have<br />
been recorded as government grants and have reduced the amounts reported for utility capital assets.<br />
The loans are repayable in any fiscal year after 2002 and prior to 2012 under certain circumstances,<br />
including the recovery of the RDDA, and subject to the ability of FEVI to obtain non-government<br />
subordinated debt financing on reasonable commercial terms. In 2006, all of the repayment criteria<br />
were met when FEVI obtained additional financing through a new credit agreement (note 12(g)). In<br />
2010 FEVI made a repayment on the loans of $4 million. As at December 31, 2010, the RDDA was fully<br />
recovered so the next repayment on the loans will be due in 2012 .<br />
As the loans are repaid and replaced with non-governmental loans, utility capital assets, long-term debt<br />
and equity requirements will increase in accordance with FEVI’s approved capital structure.<br />
On January 3, 2012, two unrelated parties purchased an equity interest of 15 per cent in a subsidiary of<br />
FEVI. These non-controlling interest owners hold a put option which, if exercised, would obligate FEVI to<br />
purchase the non-controlling interest owners’ 15 per cent share in the subsidiary for cash. For rate-making<br />
purposes, this non-controlling interest is considered equity and if FEVI was required to purchase this noncontrolling<br />
interest, FEVI would fund this transaction with an equity issuance. Accordingly, FEVI has<br />
presented this redeemable non-controlling interest as equity.<br />
15. CONTINGENT LIABILITIES<br />
The Corporation and its subsidiaries are subject to various legal proceedings and claims associated with<br />
the ordinary course of business operations. Management believes that the amount of liability, if any,<br />
from these actions would not have a material effect on the Corporation’s consolidated financial position<br />
or results of operations.<br />
The following describes the nature of the Corporation’s contingent liabilities.<br />
During 2007 and 2008 a non-regulated subsidiary of <strong>FortisBC</strong> Holdings received Notices of Assessment<br />
from Canada Revenue Agency for additional taxes related to its 1999 through 2003 taxation years.<br />
<strong>FortisBC</strong> Holdings has fully provided for the exposure in the financial statements. <strong>FortisBC</strong> Holding has<br />
begun the appeal process on these assessments.<br />
In 2009, <strong>FortisBC</strong> Holdings was named, along with other defendants, in an action related to damages to<br />
property and chattels, including contamination to sewer lines and costs associated with remediation<br />
related to the rupture in July 2007 of an oil pipeline owned and operated by Kinder Morgan. <strong>FortisBC</strong><br />
Holdings filed a statement of defense but the claim is in its early stages. During the second quarter,<br />
<strong>FortisBC</strong> Holdings was added as a third party in all of the related actions and all claims are expected to<br />
be tried at the same time. The amount and outcome are indeterminable at this time and, accordingly,<br />
no amount has been accrued in the financial statements.<br />
<strong>FortisBC</strong> Holdings Inc. <strong>Interim</strong> Consolidated <strong>Financial</strong> <strong>Statements</strong> 17