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1: 10-K Mdu Resources 2021 Form 10-K HTML 2.57M
2: EX-10.K Mdu Resources Long-Term Performance Incentive Plan HTML 71K
3: EX-10.M Mdu Resources Restrictive Stock Unit Award HTML 59K Agreement
4: EX-10.W Mdu Resources 401 K Retirement Plan Amendment HTML 46K
01-01-22
5: EX-21 Mdu Resources Subsidiaries of Mdu Resources HTML 49K
6: EX-23 Mdu Resources Consent of Independent Accounting HTML 36K
Firm
10: EX-95 Mdu Resources Mine Safety Disclosures HTML 109K
7: EX-31.A Mdu Resources Certification of Chief Executive HTML 40K
Officer
8: EX-31.B Mdu Resources Certification of Chief Financial HTML 40K
Officer
9: EX-32 Mdu Resources Certification of CEO and CFO HTML 38K
16: R1 Cover page HTML 101K
17: R2 Audit Information HTML 42K
18: R3 Consolidated Statements of Income HTML 144K
19: R4 Consolidated Statements of Comprehensive Income HTML 96K
20: R5 Consolidated Balance Sheets HTML 206K
21: R6 Consolidated Statements of Equity HTML 112K
22: R7 Consolidated Statements of Cash Flows HTML 147K
23: R8 Basis of Presentation HTML 45K
24: R9 Accounting Policies HTML 147K
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26: R11 Business Combinations HTML 45K
27: R12 Property, Plant, and Equipment HTML 85K
28: R13 Regulatory assets and liabilities HTML 90K
29: R14 Goodwill and other intangible assets HTML 81K
30: R15 Fair value measurements HTML 100K
31: R16 Debt HTML 99K
32: R17 Leases HTML 62K
33: R18 Asset retirement obligations HTML 51K
34: R19 Equity HTML 53K
35: R20 Stock-Based Compensation HTML 62K
36: R21 Accumulated other comprehensive loss HTML 75K
37: R22 Income Taxes HTML 120K
38: R23 Cash flow information HTML 56K
39: R24 Business segment data HTML 200K
40: R25 Employee benefit plans HTML 392K
41: R26 Jointly owned facilities HTML 66K
42: R27 Regulatory matters HTML 43K
43: R28 Commitments and contingencies HTML 67K
44: R29 Schedule I-Condensed Financial Information of HTML 120K
Registrant
45: R30 Basis of Presentation (Policies) HTML 51K
46: R31 Accounting Policies (Policies) HTML 130K
47: R32 Revenue from Contract with Customer (Policies) HTML 42K
48: R33 Accumulated other comprehensive loss (Policies) HTML 38K
49: R34 Business segment data (Policies) HTML 40K
50: R35 Commitment and Contingencies (Policies) HTML 40K
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53: R38 Property, Plant, and Equipment (Tables) HTML 84K
54: R39 Regulatory assets and liabilities (Tables) HTML 135K
55: R40 Goodwill and other intangible assets (Tables) HTML 86K
56: R41 Fair value measurements (Tables) HTML 98K
57: R42 Debt (Tables) HTML 91K
58: R43 Leases (Tables) HTML 60K
59: R44 Asset Retirement Obligations (Tables) HTML 49K
60: R45 Equity (Tables) HTML 48K
61: R46 Stock-Based Compensation (Tables) HTML 62K
62: R47 Accumulated other comprehensive loss (Tables) HTML 76K
63: R48 Income Taxes (Tables) HTML 125K
64: R49 Cash flow information (Tables) HTML 56K
65: R50 Business segment data (Tables) HTML 192K
66: R51 Employee Benefit Plans (Tables) HTML 388K
67: R52 Jointly owned facilities (Tables) HTML 66K
68: R53 Commitment and Contingencies Disclosure (Tables) HTML 45K
69: R54 Accounting Policies - Receivables Past Due 90 Days HTML 39K
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70: R55 Accounting Policies - CECL Table (Details 2) HTML 67K
71: R56 Accounting Policies - Accrued Unbilled Revenue HTML 38K
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72: R57 Accounting Policies - Retainage (Details 4) HTML 45K
73: R58 Accounting Policies - Inventory (Details 5) HTML 54K
74: R59 Accounting Policies - PPE (Details 6) HTML 42K
75: R60 Accounting Policies - Impairment of Long-Lived HTML 39K
Assets (Details 7)
76: R61 Natural Gas Costs Recoverable or Refundable HTML 41K
through Rate Adjustments (Details 8)
77: R62 Accounting Policies - Goodwill (Details 9) HTML 39K
78: R63 Accounting Policies - Joint Ventures (Details 10) HTML 70K
79: R64 Accounting Policies - Derivatives (Details 11) HTML 41K
80: R65 Accounting Policies - EPS (Details 12) HTML 46K
81: R66 Accounting Policies - Income Taxes (Details 13) HTML 38K
82: R67 Disaggregation of revenue (Details) HTML 141K
83: R68 Contract balances (Details 2) HTML 59K
84: R69 Revenue from contracts with customers Remaining HTML 49K
performance obligations (Details 3)
85: R70 Business Combinations (Details) HTML 65K
86: R71 Business Combinations - Assets Acquired & HTML 68K
Liabilities Assumed (Details 2)
87: R72 Property, Plant, and Equipment (Details) HTML 121K
88: R73 Regulatory assets (Details) HTML 87K
89: R74 Regulatory liabilities (Details 2) HTML 68K
90: R75 Goodwill rollforward (Details) HTML 54K
91: R76 Other intangible assets (Details 2) HTML 55K
92: R77 Future amortization expense (Details 3) HTML 50K
93: R78 Fair value measurements insurance contracts HTML 42K
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94: R79 Available-for-sale securities (Details 2) HTML 53K
95: R80 Fair value measurements (Details 3) HTML 69K
96: R81 Fair value measurements (Details 5) HTML 47K
97: R82 Credit facilities (Details) HTML 66K
98: R83 Short-term Debt (Details 2) HTML 45K
99: R84 Long-term debt outstanding (Details 3) HTML 68K
100: R85 Long-term borrowings (Details 4) HTML 82K
101: R86 Schedule of debt maturities (Details 5) HTML 54K
102: R87 Lease costs (Details) HTML 53K
103: R88 Operating lease liabilities undiscounted cash HTML 56K
flows maturity schedule (Details 2)
104: R89 Lessor accounting (Details 3) HTML 41K
105: R90 Asset Retirement Obligations (Details) HTML 54K
106: R91 Common stock (Details) HTML 49K
107: R92 Common stock Common stock issuance (Details 2) HTML 53K
108: R93 Preferred Stock (Details 3) HTML 44K
109: R94 Stock based compensation plans (Details) HTML 46K
110: R95 Stock awards (Details 2) HTML 42K
111: R96 Restricted stock awards (Details 3) HTML 43K
112: R97 Performance share awards (Details 4) HTML 105K
113: R98 Accumulated other comprehensive loss (Details) HTML 70K
114: R99 Reclassification out of accumulated other HTML 72K
comprehensive loss (Details 2)
115: R100 Components of income before income taxes from HTML 47K
continuing operations (Details)
116: R101 Income tax expense (Benefit) (Details 2) HTML 64K
117: R102 Components of deferred tax assets and liabilities HTML 76K
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118: R103 Carryforwards (Details 4) HTML 46K
119: R104 Deferred tax reconciliation (Details 5) HTML 48K
120: R105 Income tax expense (Benefit) Statutory Rate Versus HTML 74K
Actual Rate (Details 6)
121: R106 Cash flow information (Details) HTML 54K
122: R107 Business segment data (Details) HTML 172K
123: R108 Change in benefit obligations and plan assets HTML 124K
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124: R109 Benefit obligations in excess of plan assets HTML 49K
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125: R110 Components of net periodic benefit cost (Details HTML 99K
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126: R111 Weighted average assumptions (Details 4) HTML 61K
127: R112 Investment Allocations (Details 5) HTML 55K
128: R113 Health care rate assumptions and cost trend rate HTML 47K
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129: R114 Estimated future benefit payments and subsidies HTML 78K
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130: R115 Fair value - pension (Details 8) HTML 99K
131: R116 Fair value - other postretirement (Details 9) HTML 94K
132: R117 Nonqualified Benefit Plans Benefit Obligations HTML 46K
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133: R118 Nonqualified Benefit Plans Components of NPBC HTML 53K
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134: R119 Nonqualified Benefit Plans Weighted Average HTML 45K
Assumptions (Details 12)
135: R120 Nonqualified Benefit Plans Future Benefit Payments HTML 53K
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136: R121 Nonqualified Benefit Plans Contributions (Details HTML 42K
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137: R122 Nonqualified Benefit Plans Investments (Details HTML 48K
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138: R123 Defined Contribution Benefit Plans Contribution HTML 40K
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139: R124 Multiemployer Plans Zones (Details 17) HTML 47K
140: R125 Multiemployer Plans Participation by Plan (Details HTML 130K
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141: R126 Multiemployer Plan Contributions (Details 19) HTML 44K
142: R127 Jointly owned facilities (Details) HTML 62K
143: R128 Mnpuc (Details) HTML 43K
144: R129 Ndpsc (Details 2) HTML 45K
145: R130 Sdpuc (Details 3) HTML 42K
146: R131 Wutc (Details 4) HTML 45K
147: R132 Ferc (Details 5) HTML 43K
148: R133 Litigation (Details) HTML 42K
149: R134 Enviromental matters (Details 2) HTML 70K
150: R135 Purchase commitments (Details 3) HTML 57K
151: R136 Guarantees (Details 4) HTML 62K
152: R137 Variable interest entities (Details 5) HTML 40K
153: R138 Condensed Statements of Income and Comprehensive HTML 57K
Income (Details)
154: R139 Condensed Balance Sheets (Details 2) HTML 183K
155: R140 Condensed Statements of Cash Flows (Details 3) HTML 79K
156: R141 Notes to Condensed Financial Statements (Details HTML 40K
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159: XML IDEA XML File -- Filing Summary XML 292K
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158: EXCEL IDEA Workbook of Financial Reports XLSX 226K
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‘EX-10.M’ — Mdu Resources Restrictive Stock Unit Award Agreement
This Award Notice evidences the award of restricted stock units (each, an “RSU” or collectively, the “RSUs”) that have been granted to, ( ), by MDU Resources Group, Inc., a Delaware corporation
(the “Company”), subject to your acceptance of the terms of this Award Notice, the Restricted Stock Unit Award Agreement, which is attached hereto (the “Agreement”) and the MDU Resources Group, Inc. Long-Term Performance-Based Incentive Plan (the “Plan”). When vested, each RSU entitles you to receive one share of common stock of the Company (the “Shares”). The RSUs are granted pursuant to the terms of the Plan.
This Award Notice constitutes part of, and is subject to the terms and provisions of, the Agreement and the Plan, which are incorporated by reference herein. Capitalized terms used
but not defined in this Award Notice shall have the meanings set forth in the Agreement or in the Plan.
xxxxxx, subject to adjustment as provided under Section 4.2 of the Plan.
Vesting Schedule:
Subject to the provisions of the Agreement and the Plan and provided that you remain continuously employed by the Company and/or an Affiliate through the respective vesting dates set forth below, the RSUs shall vest on December 31, 2024. The Vesting Schedule is the 36 month period beginning January 1, 2022 and ending December
31, 2024.
Except for termination of employment due to retirement after the Participant has reached age 55 and completed 10 Years of Service, death or disability or a Change of Control as defined in the Plan, any unvested portion of the Award will be forfeited and/or cancelled on the date you cease to be an employee of the Company or an Affiliate.
Settlement Date:
Each vested RSU
will be settled in Shares as soon as practicable following vesting but in no event later than 60 days after such RSUs vest.
Acceleration on Retirement, Death or Disability:
In the case of death or disability, a portion of the unvested RSUs will vest based on the ratio of the number of full months of employment completed during the Vesting Schedule to the date of your death or disability divided by the total number of months in the Vesting Schedule.
In the case of retirement where the Participant has reached age 55 and completed 10 Years of Service (i) during the first year of the Vesting Schedule, all RSUs (and related Dividend Equivalents) shall be forfeited;
(ii) during the second year of the Vesting Schedule, determination of the vesting RSUs will be made by the Committee at the end of the Vesting Schedule, and Shares (and related Dividend Equivalents) earned, if any, will be paid based on a proration for the number
of
months employed during the 36 month Vesting Schedule, including the month in which the termination of employment occurs; and (iii) during the third year of the Vesting Schedule, determination of the vesting RSUs for the Performance Period will be made by the Committee at the end of the Performance Period, and Shares (and related Dividend Equivalents) earned, if any, will be paid without prorating. For purposes of the Award Agreement, the term Years of Service shall mean the full 12 month years a Participant is employed by the Company and/or a Subsidiary.
Dividend Equivalents:
Yes
THESE
RESTRICTED STOCK UNITS ARE SUBJECT TO FORFEITURE AS PROVIDED HEREIN. THIS AWARD AND AMOUNTS RECEIVED IN CONNECTION WITH THIS AWARD ARE SUBJECT TO FORFEITURE, RECAPTURE OR OTHER ACTION IN THE EVENT OF AN ACCOUNTING RESTATEMENT, AS PROVIDED IN THE PLAN.
Further terms and conditions of the Award are set forth in Annex A hereto, which is an integral part of the Agreement.
You must accept this Award Notice by logging onto your account with Fidelity Investments and accepting this Award Notice and the Agreement. If you fail to do so, the RSUs will be null and void. By accepting the RSUs granted to you in this Award, you agree to be bound by all of the provisions set forth in this Award Notice, the Agreement, and the Plan.
Attachments:
Annex
A: Restricted Stock Unit Award Agreement
Annex A
RESTRICTED STOCK UNIT AWARD AGREEMENT
UNDER THE MDU RESOURCES GROUP, INC.
LONG-TERM PERFORMANCE-BASED INCENTIVE PLAN
MDU Resources Group, Inc. (the “Company”)
has granted to you an Award consisting of restricted stock units, subject to the terms and conditions set forth herein and in the Restricted Stock Unit Award Notice (the “Award Notice”). The Award has been granted to you pursuant to the MDU Resources Group, Inc. Long-Term Performance-Based Incentive Plan (the “Plan”). Subject to the terms of the Plan, decisions and interpretations of the Compensation Committee of the Company’s Board of Directors (the “Committee”) are binding, conclusive and final upon any questions arising under the Award Notice, this Restricted Stock Unit Award Agreement (the “Agreement”) or the Plan. Unless otherwise defined herein or in the Award Notice, capitalized terms shall have the
meanings assigned to such terms in the Plan.
1.Grant of RSUs. On the Grant Date, you were awarded the number of RSUs set forth in the Award Notice.
2.Vesting of RSUs. The RSUs shall become vested and nonforfeitable in accordance with the Vesting Schedule set forth in the Award Notice. Vesting may be accelerated only as described in the Award Notice.
3.Termination of employment. Except for termination of employment due to death, disability, retirement upon reaching age 55 with 10 Years of Service, or a Change of Control as defined in the Plan, any unvested portion of the Award will be forfeited and/or cancelled on the date
you cease to be an employee of the Company or an Affiliate.
4.Settlement of RSU. Each RSU, at the discretion of the Committee, will be settled in Shares as soon as practicable after the Vesting Date but in no event later than 60 days after unvested RSUs become vested RSUs. You shall retain 50% of the net after-tax Shares that are earned under this Award until the earlier of (i) the end of the two-year period commencing on the date any Shares earned under this Award are issued and (ii) your termination of employment. Executives are required to own Shares at designated multiples of their base salary. If you have not achieved an applicable stock ownership requirement, the Company may require
you to hold additional net after-tax Shares received under this Award until the requirement is met.
5.Voting Rights. Since RSUs do not represent actual Shares, no voting rights or other rights as a stockholder of the Company arise with respect to the RSUs until Shares have been delivered to you upon settlement of the RSUs.
6.Dividend Equivalents. Dividend Equivalents will be earned with respect to any Shares issued pursuant to the Award. The amount of Dividend Equivalents earned shall be equal to the total dividends declared on a Share for stockholders of record between the Grant Date of this Award and the vesting date of the RSUs, multiplied
by the number of Shares issued pursuant to the vesting of the RSUs awarded in the Award Agreement. Any Dividend Equivalents earned shall be paid in cash when the Shares to which they relate are issued or as soon thereafter as practicable, but no later than 60 days after the Shares are issued. No Dividend Equivalents will be issued for unvested or forfeited RSUs.
7.Tax Withholding. Pursuant to Article 14 of the Plan, the Committee has the power and the right to deduct or withhold, or require the Participant to remit to the Company, an amount sufficient to satisfy any federal, state and local taxes (including the Participant's FICA obligations) required by law to be withheld with respect to the Award and Dividend Equivalents. The Committee may condition the delivery
of vested Shares upon the Participant's satisfaction of such withholding obligations. The withholding requirement for Shares will be satisfied by the Company withholding Shares having a Fair Market Value equal to federal income tax withholding obligations using an IRS accepted methodology plus additional amounts for state and local tax purposes, as applicable, including payroll taxes, that are applicable to such supplemental taxable income but with rates not to exceed the maximum effective statutory rates, unless the Participant elects, in a manner satisfactory to the Committee,
to
remit an amount to satisfy the withholding requirement subject to such restrictions or limitations that the Committee, in its sole discretion, deems appropriate. Such election must be made before, and is irrevocable after, December 15 of the last year in the Vesting Schedule, and cannot be made or revoked while the Participant possesses information that will be material nonpublic information at the time the Shares are issued such that the Participant would be prohibited from trading on the Company’s stock under its Insider Trading Policy.
8.Non-Guarantee of Employment Relationship or Future Awards. Nothing in the Plan, the Award Notice or this Agreement will alter your at-will or other employment status with the
Company or an Affiliate, nor be construed as a contract of employment between you and the Company or an Affiliate, or as a contractual right for you to continue in the employ of the Company or an Affiliate for any period of time, or as a limitation of the right of the Company or an Affiliate to discharge you at any time with or without cause or notice and whether or not such discharge results in the forfeiture of any of your RSUs, or as a right to any future Awards.
9.Non-transferability of RSUs. No RSUs granted
under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution.
10.Personal Information. You agree the Company and its suppliers or vendors may collect, use and disclose your personal information for the purposes of the implementation, management, administration and termination of the Plan.
11.Amendment. The Committee may amend, alter, modify, suspend or terminate the Award Notice or this Agreement at any time and from time to time, in whole or in part; provided, however, no amendment, alteration, modification, suspension or termination of the Award Notice or
Agreement shall adversely affect in any material way the Award Notice or this Agreement, without your written consent, except to the extent such amendment, alteration, modification, suspension or termination is reasonably determined by the Committee in its sole discretion to be necessary to comply with applicable laws, rules, regulations, or is necessary for such approvals by any governmental agencies or national securities exchanges as may be required.
12.Binding Effect. This Agreement shall inure to the benefit of the successors and assigns of the Company and, subject to the restrictions on transfer set forth herein, be binding upon you and your heirs, beneficiaries, executors, legal representatives, successors and assigns.
13.Integrated
Agreement. The Award Notice, this Agreement and the Plan constitute the entire understanding and agreement between you and the Company with respect to the subject matter contained herein or therein and supersedes any prior agreements, understandings, restrictions, representations, or warranties between you and the Company with respect to such subject matter other than those as set forth or provided for herein or therein.
14.Ratification of Actions. By accepting the Award or other benefit under the Plan, you and each person claiming under or through you shall be conclusively deemed to have indicated your acceptance and ratification of, and consent to, any action
taken under the Plan or the Award by the Company, its Board of Directors, or the Committee.
15.Notices. Any notice hereunder to the Company shall be addressed to its office, 1200 West Century Avenue, Bismarck, North Dakota58503; Attention: Corporate Secretary, and any notice hereunder to you shall be addressed to you at the address specified on the Award Agreement, subject to the right of either party to designate
at any time hereafter in writing some other address.
16.Governing Law. To the extent not preempted by Federal law, the Award Notice and this Agreement shall be governed and construed in accordance with the laws of the State of Delaware, without regard to conflicts of law provisions. In the event any provision of the Award Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Award Agreement, and the Award Agreement shall be construed and enforced as if the illegal or invalid provision had not been included.
17.Construction.
Captions and titles contained in this Agreement are for convenience only and shall not affect the meaning or interpretation of any provision of this Agreement. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise.
18.Conformity. This Agreement is intended to conform in all respects with, and is subject to all applicable provisions of, the Plan. Any conflict between the terms of the Award Notice, this Agreement and the Plan shall be resolved in accordance with the terms of the Plan. In the event of any ambiguity in the Award Notice or this Agreement or any matters as to which the Award Notice and this Agreement are silent, the Plan shall govern. Any conflict between the terms
of the Award Notice and the Agreement shall be resolved in accordance with the terms of the Agreement.
Dates Referenced Herein and Documents Incorporated by Reference