14 unchanged sentences
Other Information
+Added: Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
MDU Resources Group, Inc.
+Added: Form 10-K 115
Directors, Executive Officers and Corporate Governance
14 unchanged sentences
(1) Consists of the Non-Employee Director Long-Term Incentive Compensation Plan and the Long-Term Performance-Based Incentive Plan.
−Removed: (2) Consists of performance share awards.
−Removed: (3) No weighted average exercise price is shown for the performance share awards because such awards have no exercise price.
+Added: (2) Consists of restricted stock awards and performance share awards.
+Added: (3) No weighted average exercise price is shown for the restricted stock awards or performance share awards because such awards have no exercise price.
(4) This amount includes 2,849,487 shares available for future issuance under the Long-Term Performance-Based Incentive Plan in connection with grants of restricted stock, performance units, performance shares or other equity-based awards.
4 unchanged sentences
Principal Accountant Fees and Services
−Removed: Information required by this item will be included in the Company's Proxy Statement, which is incorporated herein by reference.
+Added: Information required by this item about aggregate fees billed to the Company by its principal accountant, Deloitte & Touche LLP (PCAOB ID No.
+Added: 34 ), will be included in the Company's Proxy Statement, which is incorporated herein by reference.
116 MDU Resources Group, Inc.
−Removed: Form 10-K 109
Exhibits, Financial Statement Schedules
19 unchanged sentences
MDU Resources Group, Inc.
+Added: Form 10-K 117
MDU RESOURCES GROUP, INC.
3 unchanged sentences
(In thousands)
−Removed: Operating revenues $ — $ — $ 628,331
−Removed: Operating expenses — — 540,125
−Removed: Operating income — — 88,206
−Removed: Other income — — 1,504
−Removed: Interest expense — — 32,761
−Removed: Income before income taxes — — 56,949
−Removed: Income taxes — — ( 4,259 )
Equity in earnings of subsidiaries from continuing operations $ 377,731 $ 390,527 $ 335,166
5 unchanged sentences
118 MDU Resources Group, Inc.
−Removed: Form 10-K 111
MDU RESOURCES GROUP, INC.
45 unchanged sentences
MDU Resources Group, Inc.
+Added: Form 10-K 119
MDU RESOURCES GROUP, INC.
5 unchanged sentences
Investing activities:
−Removed: Capital expenditures — — ( 242,692 )
−Removed: Net proceeds from sale or disposition of property and other — — 5,032
Investments in and advances to subsidiaries ( 102,000 ) ( 67,000 ) ( 120,000 )
3 unchanged sentences
Financing activities:
−Removed: Issuance of long-term debt — — 199,422
−Removed: Repayment of long-term debt — — ( 125,961 )
−Removed: Payments of stock issuance costs — — ( 10 )
Proceeds from issuance of common stock 88,767 3,385 106,848
12 unchanged sentences
(the Company) as of and for the years ended December 31, 2021, 2020 and 2019.
−Removed: Prior to the Holding Company Reorganization, the Company included Montana-Dakota and Great Plains, public utility divisions of the Company as of December 31, 2018.
−Removed: On January 2, 2019, the Company announced the completion of the Holding Company Reorganization, which resulted in Montana-Dakota and Great Plains becoming a subsidiary of the Company.
−Removed: Immediately after consummation, the Company had, on a consolidated basis, the same assets, businesses and operations as it had immediately prior to the reorganization.
−Removed: For more information on the reorganization, see Item 8 - Note 1.
−Removed: The prior periods have not been restated and reflect the condensed financial information of Montana-Dakota and Great Plains as of and for the year ended December 31, 2018.
−Removed: Due to the completion of the Holding Company Reorganization, the presentation of the year ended December 31, 2018, will vary from that of and for the years ended December 31, 2020 and 2019.
In Schedule I, investments in subsidiaries are presented under the equity method of accounting where the assets and liabilities of the subsidiaries are not consolidated.
2 unchanged sentences
The material cash inflows on the Condensed Statements of Cash Flows are primarily from the dividends and other payments received from its subsidiaries and the proceeds raised from the issuance of equity securities.
−Removed: The consolidated financial statements of MDU Resources Group, Inc.
−Removed: reflect certain businesses as discontinued operations.
−Removed: These statements should be read in conjunction with the consolidated financial statements and notes thereto of MDU Resources Group, Inc.
+Added: The consolidated financial statements of the Company reflect certain businesses as discontinued operations.
+Added: These statements should be read in conjunction with the consolidated financial statements and notes thereto of the Company.
Earnings per common share Please refer to the Consolidated Statements of Income of the registrant for earnings per common share.
5 unchanged sentences
120 MDU Resources Group, Inc.
−Removed: Form 10-K 113
Incorporated by Reference
Exhibit Number Exhibit Description Filed Herewith Form Period Ended Exhibit Filing Date File Number
−Removed: 2(a) Agreement and Plan of Merger, dated December 31, 2018, by and among MDU Resources Group, Inc., MDUR Newco, Inc.
−Removed: MDU Newco Sub, Inc.
−Removed: 8-K 2(a) 1/2/19 1-03480
3(a) Amended and Restated Certificate of Incorporation of MDU Resources Group, Inc.
28 unchanged sentences
and certain investors described therein
+Added: 10-K 12/31/20 4(h) 2/19/21 1-03480
4(i) Amendment No.
2 unchanged sentences
and certain investors described therein
+Added: 10-K 12/31/20 4(i) 2/19/21 1-03480
4(j) Amendment No.
2 unchanged sentences
and certain investors described therein
+Added: 10-K 12/31/20 4(j) 2/19/21 1-03480
+10(a) MDU Resources Group, Inc.
3 unchanged sentences
Director Compensation Policy, as amended May 12, 2021
−Removed: 10-Q 6/30/19 10(a) 8/2/19 1-03480
+Added: 10-Q 6/30/21 10(b) 8/5/21 1-03480
+10(c) Deferred Compensation Plan for Directors, as amended May 15, 2008
8 unchanged sentences
10-K 12/31/15 10(f) 2/19/16 1-03480
+Added: +10(g) MDU Resources Group, Inc.
+Added: Executive Incentive Compensation Plan, as amended November 12, 2020, and Rules and Regulations, as amended November 12, 2020
+Added: 10-K 12/31/20 10(h) 2/19/21 1-03480
MDU Resources Group, Inc.
+Added: Form 10-K 121
Incorporated by Reference
Exhibit Number Exhibit Description Filed Herewith Form Period Ended Exhibit Filing Date File Number
−Removed: +10(g) MDU Resources Group, Inc.
−Removed: Executive Incentive Compensation Plan, as amended November 13, 2019, and Rules and Regulations, as amended November 13, 2019
−Removed: 10-K 12/31/19 10(g) 2/21/20 1-03480
−Removed: +10(h) MDU Resources Group, Inc.
−Removed: Executive Incentive Compensation Plan, as amended November 12, 2020, and Rules and Regulations, as amended November 12, 2020
+Added: +10(h) Form of Performance Share Award Agreement under the Long-Term Performance-Based Incentive Plan, as amended February 14, 2019
+Added: 10-K 12/31/18 10(k) 2/22/19 1-03480
+10(i) Form of Performance Share Award Agreement under the Long-Term Performance-Based Incentive Plan, as amended February 13, 2020
−Removed: 8-K 10.1 2/21/18 1-03480
−Removed: +10(j) Form of Performance Share Award Agreement under the Long-Term Performance-Based Incentive Plan, as amended February 14, 2019
10-K 12/31/19 10(k) 2/21/20 1-03480
+Added: +10(j) Form of Performance Share Award Agreement under the Long-Term Performance-Based Incentive Plan, as amended February 11, 2021
+Added: 10-K 12/31/20 10(l) 2/19/21 1-03480
+10(k) Form of Performance Share Award Agreement under the Long-Term Performance-Based Incentive Plan, as amended February 17, 2022
−Removed: 10-K 12/31/19 10(k) 2/21/20 1-03480
−Removed: +10(l) Form of Performance Share Award Agreement under the Long-Term Performance-Based Incentive Plan, as amended February 11, 2021
+Added: +10(l) Restricted Stock Unit Award Agreement under the Long-Term Performance-Based Incentive Plan, as amended February 11, 2021
+Added: 10-K 12/31/20 10(n) 2/19/21 1-03480
+10(m) Restricted Stock Unit Award Agreement under the Long-Term Performance-Based Incentive Plan, as amended February 17, 2022
−Removed: 8-K 10.3 2/21/18 1-03480
−Removed: +10(n) Restricted Stock Unit Award Agreement under the Long-Term Performance-Based Incentive Plan, as amended February 11, 2021
−Removed: +10(o) Form of MDU Resources Group, Inc.
+Added: +10(n) Form of MDU Resources Group, Inc.
Indemnification Agreement for Section 16 Officers and Directors, dated May 15, 2014
8-K 10.1 5/15/14 1-03480
−Removed: +10(p) Form of Amendment No.
+Added: +10(o) Form of Amendment No.
1 to Indemnification Agreement, dated May 15, 2014
8-K 10.2 5/15/14 1-03480
−Removed: +10(q) MDU Resources Group, Inc.
+Added: +10(p) MDU Resources Group, Inc.
Section 16 Officers and Directors with Indemnification Agreements Chart, as of February 6, 2021
−Removed: +10(r) MDU Resources Group, Inc.
+Added: 10-K 12/31/20 10(q) 2/19/21 1-03480
+Added: +10(q) MDU Resources Group, Inc.
Nonqualified Defined Contribution Plan, as amended and restated November 12, 2020
+Added: 10-K 12/31/20 10(r) 2/19/21 1-03480
+Added: +10(r) MDU Resources Group, Inc.
+Added: Deferred Compensation Plan Adoption Agreement, as amended August 12, 2021
+Added: 10-Q 9/30/21 10(c) 11/4/21 1-03480
+10(s) MDU Resources Group, Inc.
−Removed: Deferred Compensation Plan Adoption Agreement, dated November 12 , 2020
−Removed: 8-K 10.1 11/12/20 1-03480
−Removed: +10(t) MDU Resources Group, Inc.
Deferred Compensation Plan Document, dated November 12, 2020
8-K 10.2 11/12/20 1-03480
−Removed: +10(u) Instrument of Amendment to the MDU Resources Group, Inc.
+Added: +10(t) Instrument of Amendment to the MDU Resources Group, Inc.
401(k) Retirement Plan, dated December 17, 2020
−Removed: +10(v) MDU Resources Group, Inc.
+Added: 10-K 12/31/20 10(u) 2/19/21 1-03480
+Added: +10(u) MDU Resources Group, Inc.
401(k) Retirement Plan, as restated April 1, 2020
10-Q 3/31/20 10(a) 5/8/20 1-03480
−Removed: +10(w) Employment Letter for Jeffrey S.
+Added: +10(v) MDU Resources Group, Inc.
+Added: 401(k) Retirement Plan, as amended January 1, 2021
+Added: 10-Q 3/31/21 10(a) 5/6/21 1-03480
+Added: +10(w) MDU Resources Group, Inc.
+Added: 401(k) Retirement Plan, as amended January 1, 2022
+Added: +10(x) Employment Letter for Jeffrey S.
Thiede, dated May 16, 2013
10-K 12/31/13 10(ab) 2/21/14 1-03480
−Removed: +10(x) Jason L.
+Added: +10(y) Jason L.
Vollmer Offer Letter, dated September 20, 2017
8 unchanged sentences
122 MDU Resources Group, Inc.
−Removed: Form 10-K 115
Incorporated by Reference
15 unchanged sentences
MDU Resources Group, Inc.
+Added: Form 10-K 123
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
17 unchanged sentences
Fagg Director February 23, 2022
−Removed: Hellerstein Director February 19, 2021
/s/ Patricia L.
Moss Director February 23, 2022
+Added: Rosenthal Director February 23, 2022
/s/ Edward A.
2 unchanged sentences
/s/ Chenxi Wang Director February 23, 2022
−Removed: Wilson Director February 19, 2021
124 MDU Resources Group, Inc.
−Removed: Form 10-K 117
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.