MDU RESOURCES GROUP INC

Note 3 -Discontinued operations

On October 31, 2024, the Company completed the separation of Everus, its former construction services segment, into a new independent, publicly-traded company. The Company's board of directors approved the distribution of all the outstanding shares of Everus common stock to the Company's stockholders. Stockholders of the Company received one share of Everus common stock for every four shares of the Company's common stock held as of the close of business on October 21, 2024, the record date for the distribution. The separation of Everus was a tax-free spinoff transaction to the Company's stockholders for U.S. federal income tax purposes, except for cash received in lieu of fractional shares.

As a result of the separation, the historical results of operations are shown in discontinued operations, net of tax, except for allocated general corporate overhead costs of the Company, which did not meet the criteria for discontinued operations. The Company’s consolidated financial statements and accompanying notes for prior periods have been restated.

The Company provided and will provide to Everus and Everus provided and will provide to the Company transition services in accordance with the TSA entered into on October 31, 2024. For the three months ended March 31, 2025, the Company received $1.8 million and paid $13,000 for these related activities. The majority of the transition services are expected to be provided for a period of approximately eighteen months, however, no longer thantwo years after the separation.

Separation related costs of $502,000 and $3.7 million, net of tax, were incurred during the three months ended March 31, 2025 and 2024, respectively. Separation costs incurred are presented in Discontinued operations, net of tax in the Consolidated Statements of Income. These charges primarily relate to transaction and third-party support costs, one-time business separation fees and related tax charges.

Index

The Company had no assets or liabilities related to the discontinued operations of Everus on its balance sheet as of March 31, 2025 or December 31, 2024. The carrying amounts of the major classes of assets and liabilities of discontinued operations included in the Company's Consolidated Balance Sheet at March 31, 2024 were as follows:

The reconciliation of the major classes of income and expense constituting pretax loss from discontinued operations to the after-tax loss from discontinued operations on the Consolidated Statements of Income were as follows: