11-K 1 UNION 11-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 1994 OR TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to ______________ Commission file number 1-3480 MDU RESOURCES GROUP, INC. TAX DEFERRED COMPENSATION SAVINGS PLAN FOR COLLECTIVE BARGAINING UNIT EMPLOYEES MDU RESOURCES GROUP, INC. 400 NORTH FOURTH STREET BISMARCK, NORTH DAKOTA 58501 CONTENTS Required Information Financial Statements: Statements of Financial Condition -- December 31, 1994 and 1993 Statements of Income and Changes in Participants' Equity -- Years ended December 31, 1994, 1993 and 1992 Notes to Financial Statements Schedules -- Schedule I has been omitted because the required information is shown in such financial statements or the notes or supplemental schedules thereto. Schedule II -- Allocation of Plan Assets and Liabilities to Investment Programs Schedule III -- Allocation of Plan Income and Changes in Plan Equity to Investment Programs Report of Independent Public Accountants Signature page Exhibit: Consent of Independent Public Accountants MDU RESOURCES GROUP, INC. TAX DEFERRED COMPENSATION SAVINGS PLAN FOR COLLECTIVE BARGAINING UNIT EMPLOYEES STATEMENTS OF FINANCIAL CONDITION December 31, 1994 1993 Assets: Investments -- (Schedule II) MDU Resources Group, Inc. common stock (1994 -- 1,053,857 shares, cost $21,691,558 1993 -- 973,396 shares, cost $18,904,839); . . . . . . . . . . . . $28,597,733 $30,661,971 Other . . . . . . . . . . . . . . . . . . . . . 1,914,917 1,355,135 Cash. . . . . . . . . . . . . . . . . . . . . . . 4 97 Contributions receivable -- Employers . . . . . . . . . . . . . . . . . . . 63,622 60,436 Employees . . . . . . . . . . . . . . . . . . . 163,977 152,017 Dividends and interest receivable . . . . . . . . 422,047 380,725 $31,162,300 $32,610,381 Participants' equity: Distributions due terminated participants. . . . . . . . . . . . . . . . . . $ 163,828 $ 693,147 Active participants' equity . . . . . . . . . . . 30,998,472 31,917,234 $31,162,300 $32,610,381 The accompanying notes are an integral part of these statements. MDU RESOURCES GROUP, INC. TAX DEFERRED COMPENSATION SAVINGS PLAN FOR COLLECTIVE BARGAINING UNIT EMPLOYEES STATEMENTS OF INCOME AND CHANGES IN PARTICIPANTS' EQUITY Years ended December 31,
1994 1993 1992 Investment income: (Schedule III) Dividends. . . . . . . . . . . . . . . $ 1,641,307 $ 1,458,467 $1,266,617 Interest . . . . . . . . . . . . . . . 12,076 15,036 8,958 Capital gains. . . . . . . . . . . . . 6,209 541 1,582 Other. . . . . . . . . . . . . . . . . (79) (211) (112) Realized gain on distributions . . . . . . . . . . . 488,819 293,180 84,156 Unrealized appreciation (depreciation) on investments . . . . . . . . . . . . (4,905,073) 4,320,499 1,452,394 (2,756,741) 6,087,512 2,813,595 Contributions: (Schedule III) Employers. . . . . . . . . . . . . . . 796,949 737,021 582,693 Employees. . . . . . . . . . . . . . . 2,061,824 1,837,671 1,437,232 Total contributions. . . . . . . . . 2,858,773 2,574,692 2,019,925 Distributions to terminated participants . . . . . . . . . . . . . (1,381,669) (840,916) (284,299) Net transfers to Tax Deferred Compensation Savings Plan . . . . . . . . . . . . . (168,444) (238,929) (86,115) Increase (decrease) in participants' equity . . . . . . . . . (1,448,081) 7,582,359 4,463,106 Participants' equity at beginning of year. . . . . . . . . . . 32,610,381 25,028,022 20,564,916 Participants' equity at end of year. . . . . . . . . . . . . . $31,162,300 $32,610,381 $25,028,022 The accompanying notes are an integral part of these statements. /TABLE 1. Description of the Plan The MDU Resources Group, Inc. Tax Deferred Compensation Savings Plan For Collective Bargaining Unit Employees (the Plan) was adopted on November 6, 1986, by the Board of Directors of MDU Resources Group, Inc. (the Company) to provide a means for deferred savings and investment by eligible employees and to afford additional security for their retirement. The Plan is a defined contribution plan established effective January 1, 1987, by the Company and Williston Basin Interstate Pipeline Company (Williston Basin), an indirectly, wholly-owned subsidiary of the Company. Effective October 1, 1992, Knife River Coal Mining Company (Knife River), another indirectly, wholly-owned subsidiary of the Company, also began to participate in the Plan. The Company, Knife River and Williston Basin are the Employers. Effective January 1, 1988 (Effective Date), the Plan was amended and restated to reflect the merger and transfer of eligible employees' accounts of the MDU Resources Group, Inc. Employee Stock Ownership Plan (ESOP) into the Plan. The fiscal year of the Plan (Plan Year) is the calendar year. The Board of Directors of the Company may amend or modify the Plan, and the Board of Directors of the Company, Knife River or Williston Basin may, at any time, terminate the Plan with respect to the respective Employer. The Plan is administered for the Company by a five-member committee (the Committee) appointed by the Chief Executive Officer of the Company. Administrative expenses of the Plan are paid by the Employers, however, fees or commissions associated with each of the investment options are paid primarily by participants as a deduction from the amount invested or by an offset to investment earnings. The Plan contains two parts: 1) The Deferred Savings feature which is the part of the Plan related to an eligible employee's ability to defer a portion of the employee's current compensation into a tax-free trust and 2) The ESOP feature which is the part of the Plan related to participation in the ESOP, as merged into the Plan as of the Effective Date. Deferred Savings Any employee who is at least 18 years of age, who has completed at least one year of service with a minimum of 1,000 hours worked and who is a collective bargaining unit employee of an employer whose collective bargaining unit has been offered the Plan and accepted it is eligible to participate in the Plan. An eligible employee may elect to participate in the Plan on January 1, April 1, July 1 or October 1 following completion of one year of service and by filing a written election with the Committee to have savings contributions made on the employee's behalf. A former participant or eligible employee who is reemployed shall again become eligible to become a participant on the first day of the month following the employee's return to employment as an eligible employee. Upon becoming a participant, and in January, April, July and October of each subsequent year, each participant may, by filing a written election with the Committee or via the Benefits Advantage Hotline, authorize the participant's Employer to contribute to the Plan on such participant's behalf by payroll reduction. The Benefits Advantage Hotline is operated by the trustee, Norwest Bank Minnesota, N.A. The Plan allows contributions by participants varying from one percent (1%) through ten percent (10%), in one percent increments, of eligible compensation for each pay period. In addition, effective January 1, 1994, the Plan began accepting rollover contributions from other qualified retirement plans or an IRA that only holds assets distributed from a qualified plan as adjusted for earnings, losses and gains attributable thereto. Such savings contributions on behalf of a participant are credited to the participant's Savings Contribution Account. An election is made by each participant to allocate contributions to any or all of the five available investment options. The investment election made must be designated in ten percent (10%) increments of the total amount contributed by the participant to be invested in common stock of the Company, an equity indexed mutual fund, a bond market indexed fund, a balanced fund and a short-term investment fund. Such savings contributions reduce, on a dollar-for-dollar basis, the participant's taxable earnings in the year in which the savings contributions are withheld. Eligible compensation is the employee's total compensation (not in excess of $150,000) from the Employer, unreduced by any savings contributions of the eligible employee to the Plan, and any amount contributed by the Employer pursuant to a salary reduction agreement and which is not includible in the gross income of an employee, excluding other contributions to the Plan, contributions to other employee benefit plans and certain additional items of compensation which do not constitute direct earnings. A participant may authorize suspension of such participant's savings contributions to the Plan for a minimum period of three (3) months by filing a written election with the Committee or via the Benefits Advantage Hotline. Such suspension of savings contributions is effective no later than the first pay period coincident with or next following 30 days after the election to suspend is received by the Trustee or the Committee. Suspended savings contributions may not be made up by savings contributions at a later time. Each participant's Employer makes a monthly contribution, equal to fifty percent (50%) of such participant's monthly savings contributions up to six percent (6%) of eligible compensation, which is credited to such participant's Matching Contribution Account. All matching contributions are invested in common stock of the Company. A participant's interest in a Savings Contribution Account or a Matching Contribution Account is at all times fully vested and nonforfeitable. The Plan limits the elective deferral contribution for each participant to the annual dollar limit as designated in Section 402(g) of the Internal Revenue Code (the Code) for the calendar year. For each participant, contributions credited to an account in any plan year, when aggregated with contributions under all other qualified plans maintained by the Employers, cannot be greater than the maximum contribution permitted by Section 415 of the Code. The deduction for contributions to the Plan, when taken together with all other contributions made by the Employer to other qualified retirement plans, cannot exceed the maximum amount deductible under Section 404 of the Code. The Plan also limits the aggregate savings contributions which may be made on behalf of highly compensated employees. Once each month, the Employers pay all authorized contributions withheld from the participants to the trustee to be held in trust and invested for the respective accounts of the participants, pursuant to the terms of the Trust Agreement executed with Norwest Bank Minnesota, N.A. effective January 1, 1994. Contributions for common stock, including the Employers' matching contribution, are used by the trustee to purchase shares of MDU Resources Group, Inc. common stock (MDU stock) directly in the open market. All such market purchases may be made at such prices as the trustee may determine in its sole and absolute discretion. Under the terms of the Trust Agreement, the trustee may also purchase shares of authorized but unissued common stock directly from the Company. The funds contributed to the equity indexed mutual fund are invested in the Vanguard Index-500 Portfolio (Vanguard), which trades in the 500 common stocks listed on the Standard & Poor's 500 Composite Stock Price Index. The funds contributed to the bond market indexed fund are invested through Mellon Bank in the Dreyfus Bond Market Index Fund (Mellon), which invests in corporate bonds which attempt to match the Lehman Brothers Government/Corporate Bond Index. The funds contributed to the balanced fund are invested in the Fidelity Balanced Fund (Fidelity), which invests in high-yielding securities including common stocks, preferred stocks and bonds. The funds contributed to the short-term investment fund (STIF) are invested in short- term high quality money market investments. Any dividends, interest, gains, losses or other distributions on the above mentioned investments and short-term investment income allocated to a participant's accounts are reinvested in the appropriate investment medium, which is credited to the participant's accounts. As amounts are allocated to each participant's accounts, they become fully vested. The amount credited to a participant's Savings Contribution Account and Matching Contribution Account shall become payable to the participant or the participant's beneficiary/beneficiaries, as applicable (see tax rules related to rollover options), upon death, retirement, disability, or other termination of employment with the Employers. The distribution of such amounts will be either as a single sum or in annual installments over a period not to exceed ten (10) years, as determined by the Committee based on the needs and preference expressed by the participant or designated beneficiary. Amounts credited to such accounts will be paid as soon as practicable after such amounts are ascertained; provided that such payment shall not be made prior to the participant's attainment of age 65 without the written consent of the participant if the value of such accounts exceeds $3,500. Upon written application to the Committee, a participant may make withdrawals from such participant's Savings Contribution Account or Matching Contribution Account under certain conditions. ESOP Participation in the ESOP feature of the Plan is limited to participants in the ESOP as of the Effective Date or the date as of which an ESOP account is established under the Plan, whichever is later. As of the Effective Date, ESOP Accounts have been suspended and no additional contributions shall be made by the Company to such accounts, other than to reflect dividends or other earnings, unless and to the extent the Company in its sole discretion shall make additional contributions. A participant's interest in an ESOP Account is at all times fully vested and nonforfeitable. The amount credited to a participant's ESOP Account shall become payable to the participant or the participant's beneficiary/beneficiaries, as applicable (see tax rules related to rollover options), upon death, retirement, disability, or other termination of employment with the Employers. The distribution of such amounts will be either as a single sum or in annual installments over a period not to exceed ten (10) years, as determined by the Committee based on the needs and preference expressed by the participant or designated beneficiary. The amount credited to such account will be paid as soon as practicable after such amount is ascertained; provided that such payment shall not be made prior to the participant's attainment of age 65 without the written consent of the participant if the value of such account exceeds $3,500. Each participant who has attained age 55 and who has completed at least 10 years of participation under the ESOP or ESOP feature of the Plan is entitled to elect the distribution of a percentage of the value of the participant's ESOP Account attributable to common stock acquired under the ESOP or ESOP feature after December 31, 1986. 2. Summary of significant accounting policies Investment valuation -- Investments held by the Plan are carried at market value. Market value for Mellon is determined from several independent pricing sources. Market value for STIF approximates cost. Market value of the Plan's other investments are based on published market quotations. Contributions -- Employer and employee contributions are recorded by the Plan when received or determined to be receivable. Employee contributions are accumulated by the Employers through payroll reductions. Other -- Securities transactions are recorded on a trade date basis. Dividend income is recorded on the ex-dividend date. Interest income is recorded as earned. 3. Investments The cost basis for distributions from the Plan is calculated using the average cost per participant. Information concerning distributions to terminated participants and other participants meeting certain conditions of the Plan during 1994, 1993 and 1992 was as follows:
Deferred Savings ESOP 1994 1993 1992 1994 1993 1992 MDU Stock: Number of shares 20,026 11,855 4,610 23,403 13,987 6,566 Market value $617,786 $337,935 $111,818 $713,155 $396,361 $160,552 Average cost $467,656 $254,926 $94,440 $378,141 $211,834 $97,895 Cash $41,921 $101,155 $9,260 $8,807 $5,465 $2,669
The net changes in unrealized appreciation of Plan investments during 1994, 1993 and 1992 were as follows:
Deferred Savings ESOP 1994 1993 1992 1994 1993 1992 Unrealized appreciation at January 1 $4,394,048 $2,223,410 $1,500,741 $7,494,051 $5,344,190 $4,614,465 Change during the year (2,469,845) 2,170,638 722,669 (2,435,228) 2,149,861 729,725 Unrealized appreciation at December 31 $1,924,203 $4,394,048 $2,223,410 $5,058,823 $7,494,051 $5,344,190
4. Federal income taxes The Internal Revenue Service has issued a letter of determination that the Plan meets the requirements of Sections 401(a) and 401(k) of the Code and that the related trust is exempt from federal income taxes under Section 501(a) of the Code. Contributions under the Plan and earnings of the trust will not be taxable to the participants until distributed. Except as stated below, any distribution made to a participant is taxable as ordinary income in the year of distribution. Under current law, the amount taxable as ordinary income may be eligible for either a special five-year or ten-year averaging method of taxation if the participant has participated in the Plan for five years prior to the year in which the distribution is received. Any net unrealized appreciation at the time of distribution will be treated as long-term capital gain upon the subsequent sale of the common stock (unless the participant has previously elected to include this amount as income in the year of distribution) and any further appreciation subsequent to the date of distribution will be treated as long-term or short-term capital gain depending on the participant's holding period. Distributions from the Plan may qualify under the Code as "eligible rollover distributions." An eligible rollover distribution is a distribution paid directly from the Plan to an Individual Retirement Account (IRA) or another employer plan that accepts rollovers. If a participant chooses this option, such participant is not taxed until the participant later receives a distribution from the IRA or the employer plan. The foregoing covers only the general federal income tax aspects of Plan participation and distributions. Based upon the provisions of the Tax Reform Act of 1986, certain Plan amendments have been approved by the Board of Directors of the Company so as to maintain the Plan as a qualified plan under the Code. The Company filed the plan amendments with the Internal Revenue Service in 1994 to receive final determination. The Company believes the Plan, as amended, will remain exempt from federal income tax. SUPPLEMENTAL SCHEDULES Schedule II ALLOCATION OF PLAN ASSETS AND LIABILITIES TO INVESTMENT PROGRAMS December 31, 1994
Total ESOP Deferred Savings Deferred MDU Stock MDU Stock Vanguard Mellon Fidelity STIF Savings Total Assets: Investments -- Participants 630 767 365 164 91 25 Number of shares/ units 476,798 577,059 34,010 31,994 11,699 18,206 672,968 1,149,766 Cost $ 7,875,834 $13,815,724 $1,368,238 $303,001 $148,624 $18,207 $15,653,794 $23,529,628 Market value $12,934,655 $15,663,078 $1,461,394 $291,530 $143,787 $18,206 $17,577,995 $30,512,650 Cash 1 1 --- --- 1 1 3 4 Contributions receivable -- Employers --- 63,622 --- --- --- --- 63,622 63,622 Employees --- 116,864 31,295 6,411 8,048 1,359 163,977 163,977 Dividends and interest receivable 191,477 228,954 --- 1,530 --- 86 230,570 422,047 $13,126,133 $16,072,519 $1,492,689 $299,471 $151,836 $19,652 $18,036,167 $31,162,300 Participants' equity: Distributions due terminated participants $ 76,445 $ 82,756 $ --- $ 4,627 $ --- $ --- $ 87,383 $ 163,828 Active participants' equity 13,049,688 15,989,763 1,492,689 294,844 151,836 19,652 17,948,784 30,998,472 $13,126,133 $16,072,519 $1,492,689 $299,471 $151,836 $19,652 $18,036,167 $31,162,300 The accompanying notes are an integral part of this schedule. /TABLE Schedule II ALLOCATION OF PLAN ASSETS AND LIABILITIES TO INVESTMENT PROGRAMS December 31, 1993
Total ESOP Deferred Savings Deferred MDU Stock MDU Stock Vanguard Mellon Savings Total Assets: Investments -- Participants 679 775 361 171 Number of shares/ units 478,143 495,253 25,379 758 521,390 999,533 Cost $ 7,567,443 $11,337,396 $ 991,415 $232,753 $12,561,564 $20,129,007 Market value $15,061,494 $15,600,477 $1,112,380 $242,755 $16,955,612 $32,017,106 Cash 16 81 --- --- 81 97 Contributions receivable -- Employers --- 60,436 --- --- 60,436 60,436 Employees --- 110,491 33,596 7,930 152,017 152,017 Dividends and interest receivable 186,475 193,149 --- 1,101 194,250 380,725 $15,247,985 $15,964,634 $1,145,976 $251,786 $17,362,396 $32,610,381 Participants' equity: Distributions due terminated participants $ 312,395 $ 365,823 $ 10,453 $ 4,476 $ 380,752 $ 693,147 Active participants' equity 14,935,590 15,598,811 1,135,523 247,310 16,981,644 31,917,234 $15,247,985 $15,964,634 $1,145,976 $251,786 $17,362,396 $32,610,381 The accompanying notes are an integral part of this schedule. /TABLE Schedule III ALLOCATION OF PLAN INCOME AND CHANGES IN PLAN EQUITY TO INVESTMENT PROGRAMS Year ended December 31, 1994
Total ESOP Deferred Savings Deferred MDU Stock MDU Stock Vanguard Mellon Fidelity STIF Savings Total Investment income: Dividends $ 747,152 $ 844,673 $ 36,239 $ 10,868 $ 2,375 $ --- $ 894,155 $ 1,641,307 Interest 2,336 4,773 72 4,447 26 422 9,740 12,076 Capital gains --- --- 6,209 --- --- --- 6,209 6,209 Other --- --- (10) (61) --- (8) (79) (79) Realized gain (loss) on distribution 338,943 151,569 1,823 (3,508) (8) --- 149,876 488,819 Unrealized depreciation on investments (2,435,228) (2,415,726) (27,809) (21,473) (4,837) --- (2,469,845) (4,905,073) (1,346,797) (1,414,711) 16,524 (9,727) (2,444) 414 (1,409,944) (2,756,741) Contributions: Employers -- MDU --- 559,706 --- --- --- --- 559,706 559,706 Williston Basin --- 90,219 --- --- --- --- 90,219 90,219 Knife River --- 147,024 --- --- --- --- 147,024 147,024 --- 796,949 --- --- --- --- 796,949 796,949 Employees -- MDU --- 1,049,996 292,406 58,058 64,967 3,959 1,469,386 1,469,386 Williston Basin --- 150,536 56,484 10,663 4,295 6,834 228,812 228,812 Knife River --- 281,207 56,601 17,574 6,551 1,693 363,626 363,626 --- 1,481,739 405,491 86,295 75,813 12,486 2,061,824 2,061,824 Total contributions --- 2,278,688 405,491 86,295 75,813 12,486 2,858,773 2,858,773 Distributions to terminated participants (721,962) (636,523) (15,154) (7,268) (762) --- (659,707) (1,381,669) Transfers of participants' equity: Fund to fund --- (23,655) (45,507) (16,819) 79,229 6,752 --- --- Plan to Plan (53,093) (95,914) (14,641) (4,796) --- --- (115,351) (168,444) Increase (decrease) in participants' equity (2,121,852) 107,885 346,713 47,685 151,836 19,652 673,771 (1,448,081) Participants' equity at beginning of year 15,247,985 15,964,634 1,145,976 251,786 --- --- 17,362,396 32,610,381 Participants' equity at end of year $13,126,133 $16,072,519 $1,492,689 $299,471 $151,836 $19,652 $18,036,167 $31,162,300 The accompanying notes are an integral part of this schedule. /TABLE Schedule III ALLOCATION OF PLAN INCOME AND CHANGES IN PLAN EQUITY TO INVESTMENT PROGRAMS Year ended December 31, 1993
Total ESOP Deferred Savings Deferred MDU Stock MDU Stock Vanguard Mellon Savings Total Investment income: Dividends $ 722,312 $ 710,721 $ 25,434 $ --- $ 736,155 $ 1,458,467 Interest --- --- --- 15,036 15,036 15,036 Capital gains --- --- 541 --- 541 541 Other --- --- (10) (201) (211) (211) Realized gain on distributions 187,296 104,876 --- 1,008 105,884 293,180 Unrealized appreciation on investments 2,149,861 2,108,455 57,348 4,835 2,170,638 4,320,499 3,059,469 2,924,052 83,313 20,678 3,028,043 6,087,512 Contributions: Employers -- MDU --- 525,561 --- --- 525,561 525,561 Williston Basin --- 82,504 --- --- 82,504 82,504 Knife River --- 128,956 --- --- 128,956 128,956 --- 737,021 --- --- 737,021 737,021 Employees -- MDU --- 952,217 311,905 66,972 1,331,094 1,331,094 Williston Basin --- 130,199 60,447 13,718 204,364 204,364 Knife River --- 219,709 62,292 20,212 302,213 302,213 --- 1,302,125 434,644 100,902 1,837,671 1,837,671 Total contributions --- 2,039,146 434,644 100,902 2,574,692 2,574,692 Distributions to terminated participants (401,826) (425,565) (10,630) (2,895) (439,090) (840,916) Transfers of participants' equity: Fund to fund --- 58,362 (26,455) (31,907) --- --- Plan to Plan (87,392) (125,933) (22,014) (3,590) (151,537) (238,929) Increase in participants' equity 2,570,251 4,470,062 458,858 83,188 5,012,108 7,582,359 Participants' equity at beginning of year 12,677,734 11,494,572 687,118 168,598 12,350,288 25,028,022 Participants' equity at end of year $15,247,985 $15,964,634 $1,145,976 $251,786 $17,362,396 $32,610,381 The accompanying notes are an integral part of this schedule. /TABLE Schedule III ALLOCATION OF PLAN INCOME AND CHANGES IN PLAN EQUITY TO INVESTMENT PROGRAMS Year ended December 31, 1992
Total ESOP Deferred Savings Deferred MDU Stock MDU Stock Vanguard Mellon Savings Total Investment income: Dividends $ 679,849 $ 571,758 $ 15,010 $ --- $ 586,768 $ 1,266,617 Interest --- --- --- 8,958 8,958 8,958 Capital gains --- --- 1,582 --- 1,582 1,582 Other --- --- (10) (102) (112) (112) Realized gain (loss) on distributions 64,967 19,213 (23) (1) 19,189 84,156 Unrealized appreciation on investments 729,725 696,643 25,300 726 722,669 1,452,394 1,474,541 1,287,614 41,859 9,581 1,339,054 2,813,595 Contributions: Employers -- MDU --- 474,583 --- --- 474,583 474,583 Williston Basin --- 75,123 --- --- 75,123 75,123 Knife River --- 32,987 --- --- 32,987 32,987 --- 582,693 --- --- 582,693 582,693 Employees -- MDU --- 887,038 241,646 51,947 1,180,631 1,180,631 Williston Basin --- 113,997 53,950 13,541 181,488 181,488 Knife River --- 53,343 15,530 6,240 75,113 75,113 --- 1,054,378 311,126 71,728 1,437,232 1,437,232 Total contributions --- 1,637,071 311,126 71,728 2,019,925 2,019,925 Distributions to terminated participants (163,221) (120,418) (660) --- (121,078) (284,299) Transfers of participants' equity: Fund to fund --- 3,975 (10,640) 6,665 --- --- Plan to Plan (43,549) (40,510) (2,026) (30) (42,566) (86,115) Increase in participants' equity 1,267,771 2,767,732 339,659 87,944 3,195,335 4,463,106 Participants' equity at beginning of year 11,409,963 8,726,840 347,459 80,654 9,154,953 20,564,916 Participants' equity at end of year $12,677,734 $11,494,572 $687,118 $168,598 $12,350,288 $25,028,022 The accompanying notes are an integral part of this schedule. /TABLE REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To MDU Resources Group, Inc.: We have audited the accompanying statements of financial condition of MDU RESOURCES GROUP, INC. TAX DEFERRED COMPENSATION SAVINGS PLAN FOR COLLECTIVE BARGAINING UNIT EMPLOYEES as of December 31, 1994 and 1993, and the related statements of income and changes in participants' equity for each of the three years in the period ended December 31, 1994. These financial statements and the supplemental schedules referred to below are the responsibility of the Plan Administrator. Our responsibility is to express an opinion on these financial statements and supplemental schedules based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of MDU Resources Group, Inc. Tax Deferred Compensation Savings Plan For Collective Bargaining Unit Employees as of December 31, 1994 and 1993, and the results of its operations and the changes in its participants' equity for each of the three years in the period ended December 31, 1994 in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules are presented for purposes of additional analysis and are not a required part of the basic financial statements. This information has been subjected to the auditing procedures applied in our audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ ARTHUR ANDERSEN LLP ARTHUR ANDERSEN LLP Minneapolis, Minnesota March 22, 1995 Pursuant to the requirements of the Securities Exchange Act of 1934, the Tax Deferred Compensation Savings Plan For Collective Bargaining Unit Employees committee has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. MDU RESOURCES GROUP, INC. TAX DEFERRED COMPENSATION SAVINGS PLAN FOR COLLECTIVE BARGAINING UNIT EMPLOYEES Date: March 29, 1995 By /S/ Douglas C. Kane Douglas C. Kane (Chairman) EX-23 2 CONSENT FOR UNION 11-K CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our report included in this Form 11-K, into the Company's previously filed Registration Statement (Form S-8 No. 33-53898). /s/ ARTHUR ANDERSEN LLP ARTHUR ANDERSEN LLP Minneapolis, Minnesota March 29, 1995