MDU RESOURCES GROUP INC 10-K

Item 9A. Controls and Procedures The following information includes the evaluation of disclosure controls and procedures by the Company's chief executive officer and the chief financial officer, along with any significant changes in internal controls of the Company. Evaluation of Disclosure Controls and Procedures The term "disclosure controls and procedures" is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. The Company's disclosure controls and other procedures are designed to provide reasonable assurance that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. The Company's disclosure controls and other procedures are designed to provide reasonable assurance that information required to be disclosed is accumulated and communicated to management, including the Company's chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure. The Company's management, with the participation of the Company's chief executive officer and chief financial officer, has evaluated the effectiveness of the Company's disclosure controls and other procedures as of the end of the period covered by this report. Based upon that evaluation, the chief executive officer and the chief financial officer have concluded that, as of the end of the period covered by this report, such controls and procedures were effective at a reasonable assurance level. Changes in Internal Controls No change in the Company's internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the three months ended December 31, 2024, that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting. Management's Annual Report on Internal Control Over Financial Reporting The information required by this item is included in this Form 10-K at Item 8 - Management's Report on Internal Control Over Financial Reporting. Attestation Report of the Registered Public Accounting Firm The information required by this item is included in this Form 10-K at Item 8 - Report of Independent Registered Public Accounting Firm. Item 9B. Other Information During the three months ended December 31, 2024, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections None. MDU Resources Group, Inc. Form 10-K 107 Part III Item 10. Directors, Executive Officers and Corporate Governance Information required by this item will be included in the Company's Proxy Statement, which is incorporated herein by reference. Item 11. Executive Compensation Information required by this item will be included in the Company's Proxy Statement, which is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by this item will be included in the Company's Proxy Statement, which is incorporated herein by reference. Item 13. Certain Relationships and Related Transactions, and Director Independence Information required by this item will be included in the Company's Proxy Statement, which is incorporated herein by reference. Item 14. Principal Accountant Fees and Services Information required by this item about aggregate fees billed to the Company by its principal accountant, Deloitte & Touche LLP (PCAOB ID No. 34 ), will be included in the Company's Proxy Statement, which is incorporated herein by reference. 108 MDU Resources Group, Inc. Form 10-K Index Part IV Item 15. Exhibits, Financial Statement Schedules (a) Financial Statements, Financial Statement Schedules and Exhibits Index to Financial Statements and Financial Statement Schedules 1. Financial Statements The following consolidated financial statements required under this item are included under Item 8 - Financial Statements and Supplementary Data. Page Consolidated Statements of Income for each of the three years in the period ended December 31, 2024 62 Consolidated Statements of Comprehensive Income for each of the three years in the period ended December 31, 2024 63 Consolidated Balance Sheets at December 31, 2024 and 2023 64 Consolidated Statements of Equity for each of the three years in the period ended December 31, 2024 65 Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2024 66 Notes to Consolidated Financial Statements 67 2. Financial Statement Schedules The following financial statement schedules are included in Part IV of this report. Page Schedule I - Condensed Financial Information of Registrant (Unconsolidated) Condensed Statements of Income and Comprehensive Income for each of the three years in the period ended December 31, 2024 110 Condensed Balance Sheets at December 31, 2024 and 2023 111 Condensed Statements of Cash Flows for each of the three years in the period ended December 31, 2024 112 Notes to Condensed Financial Statements 113 All other schedules have been omitted because they are not applicable or the required information is included elsewhere in the financial statements or related notes. 3. Exhibits 114 MDU Resources Group, Inc. Form 10-K 109 Index Part IV MDU RESOURCES GROUP, INC. Schedule I - Condensed Financial Information of Registrant (Unconsolidated) Condensed Statements of Income and Comprehensive Income Years ended December 31, 2024 2023 2022 (In thousands) Operating revenues $ — $ — $ — Operating expenses 4,416 9,668 1,636 Operating loss ( 4,416 ) ( 9,668 ) ( 1,636 ) Realized gain on tax-free exchange of the retained shares in Knife River — 186,556 — Interest expense 642 7,109 — Income (loss) before income taxes ( 5,058 ) 169,779 ( 1,636 ) Income tax benefit ( 2,324 ) ( 4,220 ) ( 400 ) Equity in earnings of subsidiaries from continuing operations 183,807 156,118 118,488 Income from continuing operations 181,073 330,117 117,252 Equity in earnings of subsidiaries from discontinued operations 140,042 143,181 261,701 Discontinued operations, net of tax ( 40,007 ) ( 58,591 ) ( 11,464 ) Net income $ 281,108 $ 414,707 $ 367,489 Comprehensive income $ 282,694 $ 414,600 $ 377,910 The accompanying notes are an integral part of these condensed financial statements. 110 MDU Resources Group, Inc. Form 10-K Index Part IV MDU RESOURCES GROUP, INC. Schedule I - Condensed Financial Information of Registrant (Unconsolidated) Condensed Balance Sheets December 31, 2024 2023 (In thousands, except shares and per share amounts) Assets Current assets: Cash and cash equivalents $ 29,361 $ 33,039 Receivables, net 2,777 6,568 Accounts receivable from subsidiaries 31,955 30,526 Taxes receivable 5,799 — Prepayments and other current assets 3,210 8,261 Total current assets 73,102 78,394 Noncurrent assets Investments 37,264 37,722 Investment in subsidiaries 2,861,311 3,146,122 Notes receivable from subsidiaries — 58,000 Deferred income taxes 13,569 12,596 Operating lease right-of-use assets 160 31 Other 2,874 2,593 Total noncurrent assets 2,915,178 3,257,064 Total assets $ 2,988,280 $ 3,335,458 Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 4,076 $ 4,264 Accounts payable to subsidiaries 1,077 3,435 Notes payable to subsidiaries 198,035 134,107 Taxes payable — 542 Dividends payable 26,511 25,461 Accrued compensation 7,939 9,651 Operating lease liabilities due within one year 60 25 Other accrued liabilities 7,653 8,008 Total current liabilities 245,351 185,493 Noncurrent liabilities: Long-term debt, net of debt issuance costs ( 536 ) 57,048 Operating lease liabilities 100 6 Other 52,791 187,678 Total noncurrent liabilities 52,355 244,732 Commitments and contingencies Stockholders' equity: Common stock Authorized - 500,000,000 shares, $ 1.00 par value Shares issued - 203,934,578 at December 31, 2024 and 203,689,090 at December 31, 2023 203,935 203,689 Other paid-in capital 1,473,738 1,466,235 Retained earnings 1,029,699 1,253,693 Accumulated other comprehensive loss ( 16,798 ) ( 18,384 ) Total stockholders' equity 2,690,574 2,905,233 Total liabilities and stockholders' equity $ 2,988,280 $ 3,335,458 The accompanying notes are an integral part of these condensed financial statements. MDU Resources Group, Inc. Form 10-K 111 Index Part IV MDU RESOURCES GROUP, INC. Schedule I - Condensed Financial Information of Registrant (Unconsolidated) Condensed Statements of Cash Flows Years ended December 31, 2024 2023 2022 (In thousands) Net cash provided by operating activities of continuing operations $ 482,195 $ 282,132 $ 253,663 Net cash used in operating activities of discontinued operations ( 40,007 ) ( 58,591 ) ( 11,464 ) Net cash provided by operating activities 442,188 223,541 242,199 Investing activities: Investments in and advances to subsidiaries ( 211,000 ) ( 476,000 ) ( 45,000 ) Investments 2,253 7,422 ( 885 ) Repayment (issuance) of notes receivable 58,000 ( 58,000 ) — Net cash used in investing activities of continuing operations ( 150,747 ) ( 526,578 ) ( 45,885 ) Financing activities: Issuance of short-term borrowings — 535,000 — Repayment of short-term borrowings — ( 242,401 ) — Issuance of long-term debt — 443,000 — Repayment of long-term debt ( 58,000 ) ( 385,000 ) — Debt issuance costs ( 401 ) ( 952 ) — Proceeds from issuance of common stock ( 50 ) — ( 149 ) Dividends paid ( 102,939 ) ( 161,316 ) ( 176,915 ) Repurchase of common stock — ( 2,270 ) ( 3,525 ) Tax withholding on stock-based compensation ( 1,729 ) ( 1,471 ) ( 2,398 ) Net cash provided by (used in) financing activities of continuing operations ( 163,119 ) 184,590 ( 182,987 ) Net cash provided by (used in) financing activities of discontinued operations ( 132,000 ) 132,000 — Net cash provided by (used in) financing activities ( 295,119 ) 316,590 ( 182,987 ) Increase (decrease) in cash and cash equivalents ( 3,678 ) 13,553 13,327 Cash and cash equivalents - beginning of year 33,039 19,486 6,159 Cash and cash equivalents - end of year $ 29,361 $ 33,039 $ 19,486 The accompanying notes are an integral part of these condensed financial statements. 112 MDU Resources Group, Inc. Form 10-K Index Part IV Notes to Condensed Financial Statements Note 1 - Summary of Significant Accounting Policies Basis of presentation The condensed financial information reported in Schedule I is being presented to comply with Rule 12-04 of Regulation S-X. The information is unconsolidated and is presented for the parent company only, MDU Resources Group, Inc. (the Company) as of and for the years ended December 31, 2024, 2023 and 2022. 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. The investments in net assets of the subsidiaries are recorded on the Condensed Balance Sheets. The income from subsidiaries is reported as equity in earnings of subsidiaries on the Condensed Statements of Income. 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 debt and equity securities. The consolidated financial statements of the Company reflect certain businesses as discontinued operations. 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. In addition, see Item 8 - Note 2 for information on the computation of earnings per common share. Note 2 - Debt MDU Resources Group, Inc. On May 31, 2023, the Company entered into a $ 150.0 million revolving credit agreement with a SOFR-based variable interest rate and a maturity date of May 29, 2024. At December 31, 2023, the Company had no amount outstanding, which remained that way until this agreement matured and subsequently terminated in May 2024. On May 31, 2023, the Company entered into a $ 200.0 million revolving credit agreement with a SOFR-based variable interest rate and a maturity date of May 31, 2028. Any borrowings under the revolving credit agreement are classified as long-term debt as they are intended to be refinanced on a long-term basis through continued borrowings. The credit agreement contains customary covenants and provisions, including a covenant of the Company not to permit, at any time, the ratio of total debt to total capitalization to be greater than 65 percent. The covenants also include certain restrictions on the sale of certain assets, loans and investments. At December 31, 2024, there were no amounts outstanding under the agreement. On May 31, 2023, the Company entered into a $ 375.0 million term loan agreement with a SOFR-based variable interest rate and a maturity date of May 31, 2025. On November 15, 2023, the Company paid down $ 185.0 million of the term loan agreement. On November 1, 2024, the Company repaid its remaining outstanding balance of $ 190.0 million and the term loan agreement subsequently terminated. The Company's repayment was funded by the Everus repayment of debt in connection with the separation. Refer to Note 3 for additional information related to the repayment of debt associated with the Everus separation. At December 31, 2024, the Company had no long-term debt maturities for 2025. For more information on debt, see Item 8 - Note 10. Note 3 - Dividends The Company depends on earnings and dividends from its subsidiaries to pay dividends on common stock. Cash dividends paid to the Company by subsidiaries were $ 418.3 million, $ 165.5 million and $ 242.1 million for the years ended December 31, 2024, 2023 and 2022, respectively. MDU Resources Group, Inc. Form 10-K 113 Index Part IV Exhibits Incorporated by Reference Exhibit Number Exhibit Description Filed Herewith Form Period Ended Exhibit Filing Date File Number *2(a) Separation and Distribution Agreement, dated as of May 30, 2023, by and between Knife River Corporation and MDU Resources Group, Inc. 8-K 2.1 6/1/23 1-03480 *2(b) Separation and Distribution Agreement, dated as of October 31, 2024, by and between MDU Resources Group, Inc. and Everus Construction Group, Inc. 8-K 2.1 11/1/24 1-03480 3(a) Amended and Restated Certificate of Incorporation of MDU Resources Group, Inc. 8-K 3.2 5/8/19 1-03480 3(b) Bylaws of MDU Resources Group, Inc. 8-K 3.1 2/14/25 1-03480 4(a) MDU Resources Group, Inc. Description of Securities 10-K 12/31/19 4(g) 2/21/20 1-03480 4(b) Indenture, dated as of December 15, 2003, between MDU Resources Group, Inc. and The Bank of New York, as trustee S-8 4(f) 1/21/04 333-112035 4(c) First Supplemental Indenture, dated as of November 17, 2009, between MDU Resources Group, Inc. and the Bank of New York Mellon, as trustee 10-K 12/31/09 4(c) 2/17/10 1-03480 **4(d) Montana-Dakota Utilities Co. Amended and Restated Credit Agreement, dated December 19, 2019, among Montana-Dakota Utilities Co., Various Lenders, and Wells Fargo Bank, National Association, as Administrative Agent 10-K 12/31/19 4(d) 2/21/20 1-03480 4(e) Montana-Dakota Utilities Co. Note Purchase Agreement, dated July 24, 2019, among Montana-Dakota Utilities Co. and various purchasers of the notes 10-Q 9/30/19 4(a) 11/1/19 1-03480 **4(f) Montana-Dakota Utilities Co. Note Purchase Agreement, dated July 11, 2024 10-Q 6/30/24 4(a) 8/8/24 1-03480 **4(g) WBI Energy Transmission, Inc. Second Amendment and Restatement Note Purchase and Private Shelf Agreement, effective as of December 22, 2022, among Prudential Investment Management, Inc. and certain investors described therein 10-K 12/31/22 4(h) 2/24/23 1-03480 4(h) WBI Energy Transmission, Inc. Term Loan Agreement, dated April 1, 2024, among WBI Energy Transmission, Inc., Various Lenders, and U.S. Bank National Association, as Administrative Agent 10-Q 3/31/24 4(a) 5/2/24 1-03480 10(a) Tax Matters Agreement, dated as of May 30, 2023, by and between Knife River Corporation and MDU Resources Group, Inc. 8-K 10.2 6/1/23 1-03480 **10(b) Tax Matters Agreement, dated as of October 31, 2024, by and between MDU Resources Group, Inc. and Everus Construction Group, Inc. 8-K 10.2 11/1/24 1-03480 **10(c) Employee Matters Agreement, dated as of October 31, 2024, by and between MDU Resources Group, Inc. and Everus Construction Group, Inc. 8-K 10.3 11/1/24 1-03480 **10(d) Transition Services Agreement, dated as of October 31, 2024, by and between MDU Resources Group, Inc. and Everus Construction Group, Inc. 8-K 10.1 11/1/24 1-03480 **10(e) 5-Year Revolving Credit Agreement, dated as of May 31, 2023, by and among MDU Resources Group, Inc., the financial institutions from time to time party thereto and U.S. Bank National Association. 8-K 10.5 6/1/23 1-03480 **10(f) 364-Day Revolving Credit Agreement, dated as of May 31, 2023, by and among MDU Resources Group, Inc., the financial institutions from time to time party thereto and U.S. Bank National Association. 8-K 10.6 6/1/23 1-03480 **10(g) Term Loan Agreement, dated as of May 31, 2023, by and among MDU Resources Group, Inc., the lenders from time to time party thereto and U.S. Bank National Association. 8-K 10.7 6/1/23 1-03480 114 MDU Resources Group, Inc. Form 10-K Index Part IV Incorporated by Reference Exhibit Number Exhibit Description Filed Herewith Form Period Ended Exhibit Filing Date File Number +10(h) MDU Resources Group, Inc. Supplemental Income Security Plan, as amended and restated May 10, 2017 10-Q 6/30/17 10(d) 8/4/17 1-03480 +10(i) MDU Resources Group, Inc. Director Compensation Policy, as amended May 15, 2024 X +10(j) Deferred Compensation Plan for Directors, as amended May 15, 2008 10-Q 6/30/08 10(a) 8/7/08 1-03480 +10(k) Non-Employee Director Stock Compensation Plan, as amended May 12, 2011 10-Q 6/30/11 10(a) 8/5/11 1-03480 +10(l) MDU Resources Group, Inc. Non-Employee Director Long-Term Incentive Compensation Plan, as amended May 17, 2012 10-Q 6/30/12 10(a) 8/7/12 1-03480 +10(m) MDU Resources Group, Inc. Long-Term Performance-Based Incentive Plan, as amended February 15, 2024 8-K 10.2 2/21/24 1-03480 +10(n) MDU Resources Group, Inc. Executive Incentive Compensation Plan, as amended February 13, 2025 X +10(o) F orm of Performance Share Award Agreement (Absolute) under the Long-Term Performance-Based Incentive Plan, as amended X +10(p) Form of Performance Share Award Agreement (TSR) under the Long-Term Performance-Based Incentive Plan, as amended X +10(q) Restricted Stock Unit Award Agreement under the Long-Term Performance-Based Incentive Plan, as amended X +10(r) Form of Performance Share Award Agreement under the Long-Term Performance-Based Incentive Plan, as amended February 17, 2022 10-K 12/31/21 10(k) 2/23/22 1-03480 +10(s) Restricted Stock Unit Award Agreement under the Long-Term Performance-Based Incentive Plan, as amended February 17, 2022 10-K 12/31/21 10(m) 2/23/22 1-03480 +10(t) Restricted Stock Unit Award Agreement under the Long-Term Performance-Based Incentive Plan, as amended February 16, 2023 10-K 12/31/22 10(m) 2/24/23 1-03480 +10(u) 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 +10(v) Form of Amendment No. 1 to Indemnification Agreement, dated May 15, 2014 8-K 10.2 5/15/14 1-03480 +10(w) MDU Resources Group, Inc. Nonqualified Defined Contribution Plan, as amended and restated November 12, 2020 10-K 12/31/20 10(r) 2/19/21 1-03480 +10(x) MDU Resources Group, Inc. Deferred Compensation Plan Adoption Agreement, as amended August 12, 2021 10-Q 9/30/21 10(c) 11/4/21 1-03480 +10(y) MDU Resources Group, Inc. Deferred Compensation Plan Document, dated November 12, 2020 8-K 10.2 11/12/20 1-03480 +10(z) Cooperation Agreement, dated as of January 24, 2023, by and among Keith A. Meister, Corvex Management LP and MDU Resources Group, Inc. 8-K 10.1 1/24/23 1-03480 +10(aa) MDU Resources Group, Inc. Change in Control Severance Plan 8-K 10.1 2/21/24 1-03480 19 I nsider Trading Policy X 21 Subsidiaries of MDU Resources Group, Inc. X 23 Consent of Independent Registered Public Accounting Firm X 31(a) Certification of Chief Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 31(b) Certification of Chief Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X MDU Resources Group, Inc. Form 10-K 115 Index Part IV Incorporated by Reference Exhibit Number Exhibit Description Filed Herewith Form Period Ended Exhibit Filing Date File Number ***32 Certification of Chief Executive Officer and Chief Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X +97 Incentive Compensation Recovery Policy 10-K 12/31/23 97 2/22/24 1-03480 101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document 101.SCH XBRL Taxonomy Extension Schema Document 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF XBRL Taxonomy Extension Definition Linkbase Document 101.LAB XBRL Taxonomy Extension Label Linkbase Document 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Certain exhibits and schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally to the SEC a copy of any omitted exhibits or schedules upon request; provided that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act. ** Schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished as a supplement to the SEC upon request. *** Furnished herewith. + Management contract, compensatory plan or arrangement. MDU Resources Group, Inc. agrees to furnish to the SEC upon request any instrument with respect to long-term debt that MDU Resources Group, Inc. has not filed as an exhibit pursuant to the exemption provided by Item 601(b)(4)(iii)(A) of Regulation S-K. Item 16. Form 10-K Summary None. 116 MDU Resources Group, Inc. Form 10-K Index Part IV Signatures 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. MDU Resources Group, Inc. Date: February 20, 2025 By: /s/ Nicole A. Kivisto Nicole A. Kivisto (President and Chief Executive Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the date indicated. Signature Title Date /s/ Nicole A. Kivisto Chief Executive Officer and Director February 20, 2025 Nicole A. Kivisto (President and Chief Executive Officer) /s/ Jason L. Vollmer Chief Financial Officer February 20, 2025 Jason L. Vollmer (Chief Financial Officer) /s/ Stephanie A. Sievert Chief Accounting Officer February 20, 2025 Stephanie A. Sievert (Chief Accounting and Regulatory Affairs Officer) /s/ Dennis W. Johnson Director February 20, 2025 Dennis W. Johnson (Chair of the Board) /s/ Darrel T. Anderson Director February 20, 2025 Darrel T. Anderson /s/ Vernon A. Dosch Director February 20, 2025 Vernon A. Dosch /s/ Marian M. Durkin Director February 20, 2025 Marian M. Durkin /s/ Douglas W. Jaeger Director February 20, 2025 Douglas W. Jaeger /s/ Chenxi Wang Director February 20, 2025 Chenxi Wang MDU Resources Group, Inc. Form 10-K 117