MDU RESOURCES GROUP INC
For the period ended Dec 31, 2023. Filed Feb 22, 2024.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Feb 22, 2024
MDU$19.25+3.3%Stored close · as of Nov 9, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
3. Exhibits
Index
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 | |
| 3(a) | Amended and Restated Certificate of Incorporation of MDU Resources Group, Inc. | 8-K | 3.2 | 5/8/19 | 1-03480 | |
| 3(b) | Amended and Restated Bylaws of MDU Resources Group, Inc. | 8-K | 3.1 | 2/15/19 | 1-03480 | |
| 4(a) | 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(b) | 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(c) | 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(d) | 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(e) | MDU Resources Group, Inc. Description of Securities Registered Pursuant to Section 12 of the Securities and Exchange Act of 1934 | 10-K | 12/31/19 | 4(g) | 2/21/20 | 1-03480 |
| **4(f) | 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 |
| **10(a) | Transition Services Agreement, dated as of May 30, 2023, by and between Knife River Corporation and MDU Resources Group, Inc. | 8-K | 10.1 | 6/1/23 | 1-03480 | |
| 10(b) | 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(c) | Employee Matters Agreement, dated as of May 30, 2023, by and between Knife River Corporation and MDU Resources Group, Inc. | 8-K | 10.3 | 6/1/23 | 1-03480 | |
| **10(d) | 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(e) | 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(f) | 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 | |
| +10(g) | 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(h) | MDU Resource Group, Inc. Director Compensation Policy, as amended May 11, 2022 | 10-Q | 6/30/22 | 10(b) | 8/5/22 | 1-03480 |
| +10(i) | Deferred Compensation Plan for Directors, as amended May 15, 2008 | 10-Q | 6/30/08 | 10(a) | 8/7/08 | 1-03480 |
| +10(j) | Non-Employee Director Stock Compensation Plan, as amended May 12, 2011 | 10-Q | 6/30/11 | 10(a) | 8/5/11 | 1-03480 |
| +10(k) | 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 |
MDU Resources Group, Inc. Form 10-K 127
Index
| Incorporated by Reference | |||||||
|---|---|---|---|---|---|---|---|
| Exhibit Number | Exhibit Description | Filed Herewith | Form | Period Ended | Exhibit | Filing Date | File Number |
| +10(l) | 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(m) | MDU Resources Group, Inc. Executive Incentive Compensation Plan, as amended November 12, 2020, and Rules and Regulations, as amended November 12, 2020 | 10-K | 12/31/20 | 10(h) | 2/19/21 | 1-03480 | |
| +10(n) | Form of Performance Share Award Agreement under the Long-Term Performance-Based Incentive Plan, as amended February 11, 2021 | 10-K | 12/31/20 | 10(l) | 2/19/21 | 1-03480 | |
| +10(o) | 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(p) | Restricted Stock Unit Award Agreement under the Long-Term Performance-Based Incentive Plan, as amended February 11, 2021 | 10-K | 12/31/20 | 10(n) | 2/19/21 | 1-03480 | |
| +10(q) | 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(r) | 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(s) | 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(t) | Form of Amendment No. 1 to Indemnification Agreement, dated May 15, 2014 | 8-K | 10.2 | 5/15/14 | 1-03480 | ||
| +10(u) | MDU Resources Group, Inc. Section 16 Officers and Directors with Indemnification Agreements Chart, as of February 14, 2024 | X | |||||
| +10(v) | 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(w) | 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(x) | MDU Resources Group, Inc. Deferred Compensation Plan Document, dated November 12, 2020 | 8-K | 10.2 | 11/12/20 | 1-03480 | ||
| +10(y) | 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 | |
| +10(z) | First Amendment to MDU Resources Group, Inc. 401(k) Retirement Plan, as amended December 17, 2020 | 10-K | 12/31/20 | 10(u) | 2/19/21 | 1-03480 | |
| +10(aa) | Second Amendment to MDU Resources Group, Inc. 401(k) Retirement Plan, as amended January 1, 2021 | 10-Q | 3/31/21 | 10(a) | 5/6/21 | 1-03480 | |
| +10(ab) | Third Amendment to MDU Resources Group, Inc. 401(k) Retirement Plan, as amended January 1, 2022 | 10-K | 12/31/21 | 10(w) | 2/23/22 | 1-03480 | |
| +10(ac) | Fourth Amendment to MDU Resources Group, Inc. 401(k) Retirement Plan, as amended August 17, 2022 | 10-Q | 9/30/22 | 10(a) | 11/3/22 | 1-03480 | |
| +10(ad) | Fifth Amendment to MDU Resources Group, Inc. 401(k) Retirement Plan, as amended December 28, 2022 | 10-K | 12/31/22 | 10(w) | 2/24/23 | 1-03480 | |
| +10(ae) | Sixth Amendment to MDU Resources Group, Inc. 401(k) Retirement Plan, as amended May 1, 2023 | X | |||||
| +10(af) | Seventh Amendment to MDU Resources Group, Inc. 401(k) Retirement Plan, as amended August 23, 2023 | X | |||||
| +10(ag) | Eighth Amendment to MDU Resources Group, Inc. 401(k) Retirement Plan, as amended January 1, 2024 | X | |||||
| +10(ah) | Employment Letter for Jeffrey S. Thiede, dated May 16, 2013 | 10-K | 12/31/13 | 10(ab) | 2/21/14 | 1-03480 | |
| +10(ai) | Jason L. Vollmer Offer Letter, dated September 20, 2017 | 8-K | 10.1 | 9/21/17 | 1-03480 | ||
128 MDU Resources Group, Inc. Form 10-K
Index
| Incorporated by Reference | |||||||
|---|---|---|---|---|---|---|---|
| Exhibit Number | Exhibit Description | Filed Herewith | Form | Period Ended | Exhibit | Filing Date | File Number |
| +10(aj) | 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(ak) | David C. Barney Offer Letter, dated February 17, 2023 | 10-K | 12/31/22 | 10(ab) | 2/24/23 | 1-03480 | |
| +10(al) | MDU Resources Group, Inc. Change in Control Severance Plan | 8-K | 10.1 | 2/21/24 | 1-03480 | ||
| 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 | |||||
| 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 | X | |||||
| 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 Securities and Exchange Commission 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 Securities Exchange Act of 1934, as amended.
** Schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omittedschedule and/or exhibit will be furnished as a supplement to the SEC upon request.
+ 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.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.