11-K 1 NONUNION 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 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 STATEMENTS OF FINANCIAL CONDITION December 31, 1994 1993 Assets: Investments -- (Schedule II) MDU Resources Group, Inc. common stock (1994 -- 1,759,315 shares, cost $36,580,556; 1993 -- 1,658,016 shares, cost $32,827,415); . . . . . . . . . . . $47,731,283 $52,227,496 Other . . . . . . . . . . . . . . . . . . . . . 3,878,968 2,760,761 Cash. . . . . . . . . . . . . . . . . . . . . . . 3 68 Contributions receivable -- Employers . . . . . . . . . . . . . . . . . . . 83,086 73,296 Employees . . . . . . . . . . . . . . . . . . . 210,358 191,535 Dividends and interest receivable . . . . . . . . 707,662 649,260 $52,611,360 $55,902,416 Participants' equity: Distributions due terminated participants. . . . . . . . . . . . . . . . . . $ 1,747,667 $ 1,794,302 Active participants' equity . . . . . . . . . . . 50,863,693 54,108,114 $52,611,360 $55,902,416 The accompanying notes are an integral part of these statements. MDU RESOURCES GROUP, INC. TAX DEFERRED COMPENSATION SAVINGS PLAN STATEMENTS OF INCOME AND CHANGES IN PARTICIPANTS' EQUITY Years ended December 31,
1994 1993 1992 Investment income: (Schedule III) Dividends. . . . . . . . . . . . . . . $ 2,791,695 $ 2,510,415 $ 2,231,359 Interest . . . . . . . . . . . . . . . 24,039 34,835 22,838 Capital gains. . . . . . . . . . . . . 12,091 1,143 3,437 Other. . . . . . . . . . . . . . . . . (183) (465) (286) Realized gain on distributions . . . . . . . . . . . 996,155 762,719 271,144 Unrealized appreciation (depreciation) on investments . . . . . . . . . . . . (8,370,711) 7,552,520 2,495,116 (4,546,914) 10,861,167 5,023,608 Contributions: (Schedule III) Employers. . . . . . . . . . . . . . . 1,081,356 929,657 879,097 Employees. . . . . . . . . . . . . . . 3,194,009 2,403,883 2,245,782 Total contributions. . . . . . . . . 4,275,365 3,333,540 3,124,879 Distributions to terminated participants . . . . . . . . . . . . . (3,187,951) (2,219,246) (1,236,850) Net transfers from Tax Deferred Compensation Savings Plan for Collective Bargaining Unit Employees . . . . . . . . . . . . 168,444 238,929 86,115 Increase (decrease) in participants' equity . . . . . . . . . (3,291,056) 12,214,390 6,997,752 Participants' equity at beginning of year. . . . . . . . . . . 55,902,416 43,688,026 36,690,274 Participants' equity at end of year. . . . . . . . . . . . . . $52,611,360 $55,902,416 $43,688,026 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 (the Plan) was adopted on August 4, 1983, 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, 1984, by the Company and its indirectly, wholly-owned subsidiary, Knife River Coal Mining Company (Knife River). Effective January 1, 1985, Williston Basin Interstate Pipeline Company (Williston Basin), 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 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 not a collective bargaining unit employee 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 66,558 44,875 33,262 34,169 26,089 14,221 Market value $1,995,339 $1,302,291 $804,491 $1,027,066 $753,857 $343,559 Average cost $1,480,531 $928,280 $657,611 $553,429 $396,305 $209,401 Cash $152,158 $151,814 $82,936 $13,388 $11,284 $5,864
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 $11,586,491 $ 6,355,085 $4,660,334 $8,093,528 $5,772,414 $4,972,049 Change during the year (5,720,965) 5,231,406 1,694,751 (2,649,746) 2,321,114 800,365 Unrealized appreciation at December 31 $ 5,865,526 $11,586,491 $6,355,085 $5,443,782 $8,093,528 $5,772,414
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 815 1,114 612 308 193 29 Number of shares/ units 511,654 1,247,661 64,798 83,896 21,628 64,938 1,482,921 1,994,575 Cost $ 8,436,469 $28,144,087 $2,587,680 $793,268 $274,502 $64,939 $31,864,476 $40,300,945 Market value $13,880,250 $33,851,033 $2,784,408 $763,798 $265,824 $64,938 $37,730,001 $51,610,251 Cash 1 --- --- --- 1 1 2 3 Contributions receivable -- Employers --- 83,086 --- --- --- --- 83,086 83,086 Employees --- 129,889 49,913 12,006 17,265 1,285 210,358 210,358 Dividends and interest receivable 205,481 497,855 --- 4,017 --- 309 502,181 707,662 $14,085,732 $34,561,863 $2,834,321 $779,821 $283,090 $66,533 $38,525,628 $52,611,360 Participants' equity: Distributions due terminated participants $ 501,455 $ 1,208,696 $ 15,576 $ 10,270 $ 11,670 $ --- $ 1,246,212 $ 1,747,667 Active participants' equity 13,584,277 33,353,167 2,818,745 769,551 271,420 66,533 37,279,416 50,863,693 $14,085,732 $34,561,863 $2,834,321 $779,821 $283,090 $66,533 $38,525,628 $52,611,360 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 832 996 553 276 Number of shares/ units 515,471 1,142,545 49,737 1,814 1,194,096 1,709,567 Cost $ 8,143,807 $24,683,608 $1,925,677 $555,146 $27,164,431 $35,308,238 Market value $16,237,335 $35,990,161 $2,179,958 $580,803 $38,750,922 $54,988,257 Cash 18 50 --- --- 50 68 Contributions receivable -- Employers --- 73,296 --- --- 73,296 73,296 Employees --- 124,834 52,555 14,146 191,535 191,535 Dividends and interest receivable 201,034 445,592 --- 2,634 448,226 649,260 $16,438,387 $36,633,933 $2,232,513 $597,583 $39,464,029 $55,902,416 Participants' equity: Distributions due terminated participants $ 587,451 $ 1,178,525 $ 23,465 $ 4,861 $ 1,206,851 $ 1,794,302 Active participants' equity 15,850,936 35,455,408 2,209,048 592,722 38,257,178 54,108,114 $16,438,387 $36,633,933 $2,232,513 $597,583 $39,464,029 $55,902,416 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 $ 802,609 $ 1,884,703 $ 70,960 $ 29,186 $ 4,237 $ --- $ 1,989,086 $ 2,791,695 Interest 2,535 8,745 167 11,167 51 1,374 21,504 24,039 Capital gains --- --- 12,091 --- --- --- 12,091 12,091 Other --- --- (10) (145) --- (28) (183) (183) Realized gain (loss) on distribution 479,306 521,651 4,224 (9,026) --- --- 516,849 996,155 Unrealized depreciation on investments (2,649,746) (5,599,607) (57,553) (55,127) (8,678) --- (5,720,965) (8,370,711) (1,365,296) (3,184,508) 29,879 (23,945) (4,390) 1,346 (3,181,618) (4,546,914) Contributions: Employers -- MDU --- 720,221 --- --- --- --- 720,221 720,221 Williston Basin --- 175,905 --- --- --- --- 175,905 175,905 Knife River --- 185,230 --- --- --- --- 185,230 185,230 --- 1,081,356 --- --- --- --- 1,081,356 1,081,356 Employees -- MDU --- 1,194,383 473,220 103,707 120,328 5,903 1,897,541 1,897,541 Williston Basin --- 268,320 116,208 33,893 29,222 2,008 449,651 449,651 Knife River --- 462,587 211,680 161,117 8,224 3,209 846,817 846,817 --- 1,925,290 801,108 298,717 157,774 11,120 3,194,009 3,194,009 Total contributions --- 3,006,646 801,108 298,717 157,774 11,120 4,275,365 4,275,365 Distributions to terminated participants (1,040,454) (2,071,259) (53,547) (21,441) (1,250) --- (2,147,497) (3,187,951) Transfers of participants' equity: Fund to fund --- 81,140 (190,274) (75,889) 130,956 54,067 --- --- Plan to Plan 53,095 95,911 14,642 4,796 --- --- 115,349 168,444 Increase (decrease) in participants' equity (2,352,655) (2,072,070) 601,808 182,238 283,090 66,533 (938,401) (3,291,056) Participants' equity at beginning of year 16,438,387 36,633,933 2,232,513 597,583 --- --- 39,464,029 55,902,416 Participants' equity at end of year $14,085,732 $34,561,863 $2,834,321 $779,821 $283,090 $66,533 $38,525,628 $52,611,360 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 $ 780,816 $ 1,678,437 $ 51,162 $ --- $ 1,729,599 $ 2,510,415 Interest --- --- --- 34,835 34,835 34,835 Capital gains --- --- 1,143 --- 1,143 1,143 Other --- --- (10) (455) (465) (465) Realized gain on distributions 363,469 395,807 3,443 --- 399,250 762,719 Unrealized appreciation on investments 2,321,113 5,104,567 114,118 12,722 5,231,407 7,552,520 3,465,398 7,178,811 169,856 47,102 7,395,769 10,861,167 Contributions: Employers -- MDU --- 675,823 --- --- 675,823 675,823 Williston Basin --- 175,143 --- --- 175,143 175,143 Knife River --- 78,691 --- --- 78,691 78,691 --- 929,657 --- --- 929,657 929,657 Employees -- MDU --- 1,113,838 508,800 128,763 1,751,401 1,751,401 Williston Basin --- 256,273 138,068 41,357 435,698 435,698 Knife River --- 158,257 47,823 10,704 216,784 216,784 --- 1,528,368 694,691 180,824 2,403,883 2,403,883 Total contributions --- 2,458,025 694,691 180,824 3,333,540 3,333,540 Distributions to terminated participants (765,141) (1,414,028) (29,057) (11,020) (1,454,105) (2,219,246) Transfers of participants' equity: Fund to fund --- 121,180 (101,643) (19,537) --- --- Plan to Plan 87,392 125,933 22,014 3,590 151,537 238,929 Increase in participants' equity 2,787,649 8,469,921 755,861 200,959 9,426,741 12,214,390 Participants' equity at beginning of year 13,650,738 28,164,012 1,476,652 396,624 30,037,288 43,688,026 Participants' equity at end of year $16,438,387 $36,633,933 $2,232,513 $597,583 $39,464,029 $55,902,416 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 $ 736,368 $ 1,461,966 $ 33,025 $ --- $ 1,494,991 $ 2,231,359 Interest --- --- --- 22,838 22,838 22,838 Capital gains --- --- 3,437 --- 3,437 3,437 Other --- --- (10) (276) (286) (286) Realized gain (loss) on distributions 109,106 162,355 (275) (42) 162,038 271,144 Unrealized appreciation on investments 800,365 1,636,486 57,290 975 1,694,751 2,495,116 1,645,839 3,260,807 93,467 23,495 3,377,769 5,023,608 Contributions: Employers -- MDU --- 633,750 --- --- 633,750 633,750 Williston Basin --- 172,621 --- --- 172,621 172,621 Knife River --- 72,726 --- --- 72,726 72,726 --- 879,097 --- --- 879,097 879,097 Employees -- MDU --- 1,054,622 453,585 116,623 1,624,830 1,624,830 Williston Basin --- 248,217 125,144 43,196 416,557 416,557 Knife River --- 154,775 40,890 8,730 204,395 204,395 --- 1,457,614 619,619 168,549 2,245,782 2,245,782 Total contributions --- 2,336,711 619,619 168,549 3,124,879 3,124,879 Distributions to terminated participants (349,423) (870,051) (16,806) (570) (887,427) (1,236,850) Transfers of participants' equity: Fund to fund --- (1,121) 15,653 (14,532) --- --- Plan to Plan 43,549 40,510 2,026 30 42,566 86,115 Increase in participants' equity 1,339,965 4,766,856 713,959 176,972 5,657,787 6,997,752 Participants' equity at beginning of year 12,310,773 23,397,156 762,693 219,652 24,379,501 36,690,274 Participants' equity at end of year $13,650,738 $28,164,012 $1,476,652 $396,624 $30,037,288 $43,688,026 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 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 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 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 Date: March 29, 1995 By /s/ Douglas C. Kane Douglas C. Kane (Chairman) EX-23 2 CONSENT FOR NONUNION 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. 33-53896). /s/ ARTHUR ANDERSEN LLP ARTHUR ANDERSEN LLP Minneapolis, Minnesota March 29, 1995